Common use of General Release Clause in Contracts

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ for Lender entering into this Amendment and agreeing to the substantial concessions as set forth hereinAmendment, each Borrower and Guarantor each of the Guarantors (together with Borrower, individually and collectively, the “Obligor”) hereby fully and unconditionally irrevocably releases and forever discharges Agent Lender, and each Lender and their respective its successors, assigns, agents, shareholders, directors, officers, employees, subsidiariesagents, branchesattorneys, parent corporations, subsidiary corporations, affiliated corporations, affiliates, attorneysparticipants, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any each of their behalves them (collectively, the “Released PartiesReleasees”), of and from any and all claims, allegationsdebts, liabilities, demands, obligations, costs, expenses, actions and causes of action, costs or demands of every nature and liabilitiesdescription, known and unknown, irrevocably waives the benefits of whatever kind or nature, from the beginning any and all statutes and rules of the world law to the date on extent the same provide in substance that a general release does not extend to claims which this Amendment is executedthe creditor does not know or suspect to exist in its favor at the time of executing the release, whether and, without limiting the foregoing, Obligor irrevocably waives any benefits it may have under California Civil Code Section 1542 which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or unknownher, liquidated would have materially affected his or unliquidated, fixed her settlement with the debtor or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor released party.” Obligor represents and warrants that it has no knowledge not assigned to any other Person any Released Claim, and agrees to indemnify Lender against any and all actions, demands, obligations, causes of any claim by it against the Released Parties action, decrees, awards, claims, liabilities, losses and costs, including but not limited to reasonable attorneys' fees of counsel of Lender’s choice and costs, which Lender may sustain or incur as a result of any facts a breach or acts or omissions purported breach of the Released Parties which on foregoing representation and warranty. (This Section may be referred to as the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims“Release Section”.)

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s 's and Lenders’ ' entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “"Released Parties”"), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “"Claims”"). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against To the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinmaximum extent permitted by law, each Borrower and Guarantor Prospect Party hereby fully and unconditionally waives, releases and forever discharges Agent Karlsson and each Lender and their respective its directors, shareholders, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors employees and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and counsel from any and all claims, allegationssuits, causes of action, legal or administrative proceedings, liabilities, claims, damages, losses, costs or demands and liabilitiesexpenses of any kind (collectively, of whatever kind or nature“Claims”), from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor hasProspect Party may have, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of acts, omissions, or founded upon this Amendment up events occurring at any time prior to and including the date on Effective Date. Each Prospect Party hereby agrees and represents that the matters released herein are not limited to the matters which this Amendment is executedare known, disclosed or foreseeable. The Prospect Parties intend to waive all Claims, including all Claims which they do not know or suspect to exist in their favor to no less extent than a waiver of such loss or damage Claims under California law will be effected by a waiver by the Prospect Parties under California law of any kind heretofore sustained and all rights and benefits which they now have or that in the future may arise as a consequence have by virtue of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement provisions of Section 1542 of the LoansCalifornia Civil Code which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” The Prospect Parties hereby agree, represent and warrant that they are familiar with and have read and understand and have consulted legal counsel of their choosing with respect to California Civil Code Section 1542, and the ObligationsProspect Parties realize and acknowledge that factual matters now unknown to them may have given or may hereafter give rise to actions, the Loan Agreement legal or any of the other Financing Agreements (collectivelyadministrative proceedings, all of the foregoing claims, demands, debts, controversies, damages, costs or losses, liabilities and expenses which are the “Claims”)presently unknown, unanticipated and unsuspected. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.INITIALS: Prospect DE Parent AWP Apache

General Release. Each of Borrower and Guarantor may have certain Claims Guarantors, on behalf of itself and on behalf of its Subsidiaries, successors, assigns, legal representatives and financial advisors (as hereinafter defined) against collectively, the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent“Releasing Parties”), Lendershereby releases, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases acquits and forever discharges Agent Agent, the Lenders and each Lender and of their respective past and present directors, officers, employees, subsidiariesagents, branchesattorneys, affiliates, attorneyspredecessors, agentssuccessors, representatives, successors administrators and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), ) of and from any and all claims, allegationsactions, causes of action, costs or demands demands, rights, damages, costs, loss of service, expenses and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had compensation whatsoever heretofore or hereafter claims arising from any events or occurrences, or anything done, omitted to have against the Released Parties be done, or allowed to be done by reason of any act or omission on the part of the Released Parties, on or before the date of execution of this Agreement, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of themthe same arising from or related to anything done, occurring prior omitted to be done, or allowed to be done by any of the date on which this Amendment is executed, including on account of or Released Parties and in any way affecting, concerning or arising out of or founded upon connected with this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectivelyLoan Documents, all any other credit facilities provided or not provided, any advances made or not made, or any past or present deposit or other accounts of any Releasing Party with any Released Party and the handling of the foregoing are same by any Released Party, including, without limitation, the manner and timing in which items were deposited or credited thereto or funds transferred therefrom or made available to any of the Releasing Parties, the honoring or returning of any checks drawn on any account, and any other dealings between the Releasing Parties and the Released Parties (the “ClaimsReleased Matters”). Releasing Parties each further agree never to commence, aid or participate in (except to the extent required by order or legal process issued by a court or governmental agency of competent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. In furtherance of this general release, Releasing Parties each acknowledge and waive the benefits of California Civil Code Section 1542 (and all similar ordinances and statutory, regulatory, or judicially created laws or rules of any other jurisdiction), which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Releasing Parties each agree that this waiver and release is an essential and material of this Agreement, and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the Released Matters. Each Borrower and Guarantor Releasing Party represents and warrants that it has no knowledge of not purported to convey, transfer or assign any claim by it against the right, title or interest in any Released Parties Matter to any other person or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower entity and Guarantor represents and warrants that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to all Claimsunknown or unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Matters.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ for Lender entering into this Amendment and agreeing to the substantial concessions as set forth hereinAmendment, each Borrower and Guarantor hereby fully and unconditionally irrevocably releases and forever discharges Agent Lender, and each Lender and their respective its successors, assigns, agents, shareholders, directors, officers, employees, subsidiariesagents, branchesattorneys, parent corporations, subsidiary corporations, affiliated corporations, affiliates, attorneysparticipants, agentsand each of them (collectively, representativesthe “Releasees”), successors and assigns from any and all personsclaims, firmsdebts, corporations liabilities, demands, obligations, costs, expenses, actions and organizations acting on causes of action, of every nature and description, known and unknown, which Borrower now has or at any time may hold, by reason of their behalves any matter, cause or thing occurred, done, omitted or suffered to be done prior to the date of this Amendment (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower hereby irrevocably waives the benefits of any and Guarantor all statutes and rules of law to the extent the same provide in substance that a general release does not extend to claims which the creditor does not know or suspect to exist in its favor at the time of executing the release, and, without limiting the foregoing, and without limiting the stipulation to governing law in Section 9.19 of the Loan Agreement, Borrower irrevocably waives any benefits it may have under 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.” Borrower represents and warrants that it has no knowledge not assigned to any other Person any Released Claim, and agrees to indemnify Lender against any and all actions, demands, obligations, causes of any claim by it against the Released Parties action, decrees, awards, claims, liabilities, losses and costs, including but not limited to reasonable attorneys' fees of counsel of Lender’s choice and costs, which Lender may sustain or incur as a result of any facts a breach or acts or omissions purported breach of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower foregoing representation and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimswarranty.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the agreement of the Agent and Lenders’ entering the Lenders to enter into this Amendment and agreeing to hereby conditionally forbear from exercising their available Default Rights and Remedies throughout the substantial concessions Forbearance Period as set forth hereinextended hereby, each the Borrower and the Parent Guarantor hereby fully release, discharge and unconditionally releases and forever discharges Agent and acquit the Agent, each Lender and their respective directorsagents, officersservants, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, liabilities, obligations and causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipatedagainst them, which such the Borrower or the Parent Guarantor hasnow own or hold, hadwhich the Borrower or the Parent Guarantor has at any time heretofore owned or held, claims to have had or which the Borrower or the Parent Guarantor hereafter claims to have against the Released Parties may own or hold, by reason of any act action, matter, cause or omission on the part of the Released Parties, or any of them, occurring thing whatsoever done prior to the date on which of this Amendment is executedAmendment, including on account specifically, but not limited to, any and all claims, demands, rights and causes of or in any way affecting, concerning or action whatsoever arising out of or founded upon this Amendment up which could be alleged to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence out of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the LoansForbearance Agreement, the Obligations, the Loan Financing Agreement or any of the other Financing Agreements (collectively, all Loan Documents. It is the intention of the foregoing are the “Claims”). Each Borrower and the Parent Guarantor represents in executing this Amendment that the same shall be effective as a bar to each and warrants that it has no knowledge every claim, demand, and cause of any claim by it against action hereinabove specified, and in furtherance of this intention the Released Parties or of any facts or acts or omissions Borrower and the Parent Guarantor each waives and relinquishes all rights and benefits under Section 1542 of the Released Parties Civil Code of the State of California, which on provides: “A general release does not extend to claims which the date hereof would be creditor does not know or suspect to exist in his or her favor at the basis time of a claim executing the release, which if known by such Borrower him or Guarantor against her might have materially affected his or her settlement with the Released Parties which is not released hereby. Each debtor.” The Borrower and the Parent Guarantor represents acknowledge that each of them may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and warrants agree that the foregoing constitutes a full this Amendment shall be and complete release of remain effective in all Claimsrespects notwithstanding any such differences or additional facts.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against To the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinmaximum extent permitted by law, each Borrower and Guarantor Prospect Party hereby fully and unconditionally waives, releases and forever discharges Agent Karlsson and each Lender and their respective its directors, shareholders, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors employees and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and counsel from any and all claims, allegationssuits, causes of action, legal or administrative proceedings, liabilities, claims, damages, losses, costs or demands and liabilitiesexpenses of any kind (collectively, of whatever kind or nature“Claims”), from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor hasProspect Party may have, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of acts, omissions, or founded upon this Amendment up events occurring at any time prior to and including the date on Effective Date. Each Prospect Party hereby agrees and represents that the matters released herein are not limited to the matters which this Amendment is executedare known, disclosed or foreseeable. The Prospect Parties intend to waive all Claims, including all Claims which they do not know or suspect to exist in their favor to no less extent than a waiver of such loss or damage Claims under California law will be effected by a waiver by the Prospect Parties under California law of any kind heretofore sustained and all rights and benefits which they now have or that in the future may arise as a consequence have by virtue of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement provisions of Section 1542 of the LoansCalifornia Civil Code which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” The Prospect Parties hereby agree, represent and warrant that they are familiar with and have read and understand and have consulted legal counsel of their choosing with respect to California Civil Code Section 1542, and the ObligationsProspect Parties realize and acknowledge that factual matters now unknown to them may have given or may hereafter give rise to actions, the Loan Agreement legal or any of the other Financing Agreements (collectivelyadministrative proceedings, all of the foregoing claims, demands, debts, controversies, damages, costs or losses, liabilities and expenses which are the “Claims”)presently unknown, unanticipated and unsuspected. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.INITIALS: PROSPECT DE PARENT AWP APACHE

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ for Lender entering into this Amendment and agreeing to the substantial concessions as set forth hereinAmendment, each Borrower and Guarantor hereby fully and unconditionally irrevocably releases and forever discharges Agent Lender, and each Lender and their respective its successors, assigns, agents, shareholders, directors, officers, employees, subsidiariesagents, branchesattorneys, parent corporations, subsidiary corporations, affiliated corporations, affiliates, attorneysparticipants, agentsand each of them (collectively, representativesthe “Releasees”), successors and assigns from any and all personsclaims, firmsdebts, corporations liabilities, demands, obligations, costs, expenses, actions and organizations acting on causes of action, of every nature and description, known and unknown, which Borrower now has or at any time may hold, by reason of their behalves any matter, cause or thing occurred, done, omitted or suffered to be done prior to the date of this Amendment (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower hereby irrevocably waives the benefits of any and Guarantor all statutes and rules of law to the extent the same provide in substance that a general release does not extend to claims which the creditor does not know or suspect to exist in its favor at the time of executing the release, and, without limiting the foregoing, and without limiting the stipulation to governing law set forth in the Loan Agreement, and ratified and confirmed herein, Borrower irrevocably waives any benefits it may have under 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.” Borrower represents and warrants that it has no knowledge not assigned to any other Person any Released Claim, and agrees to indemnify Lender against any and all actions, demands, obligations, causes of any claim by it against the Released Parties action, decrees, awards, claims, liabilities, losses and costs, including but not limited to reasonable attorneys' fees of counsel of Lender’s choice and costs, which Lender may sustain or incur as a result of any facts a breach or acts or omissions purported breach of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower foregoing representation and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimswarranty.

General Release. Each Borrower and Guarantor may have certain Claims Obligor (as hereinafter definedcollectively, the “Releasing Parties”) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agentreleases, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases acquits and forever discharges Agent and each Lender Lender, and each of their respective past and present directors, officers, employees, subsidiariesagents, branchesattorneys, affiliates, attorneyspredecessors, agentssuccessors, representatives, successors administrators and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), ) of and from any and all claims, allegationsactions, causes of action, costs demands, rights, damages, costs, loss of service, expenses and compensation (each individually, a “Claim” and collectively, “Claims”) of any kind whatsoever heretofore or demands and liabilitieshereafter arising from any events or occurrences, of whatever kind or natureanything done, from the beginning omitted to be done, or allowed to be done by any of the world to Released Parties, in each case, on or before the date on which this Amendment is executedhereof, whether known WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, as of the date hereof, that the Releasing Parties (or unknown, liquidated any of them) has or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to may have against the Released Parties by reason of any act or omission on the part of the Released Parties, (or any of them) in connection with the Loan Documents or the transactions contemplated thereby (the “Released Matters”); provided, occurring prior however, that Released Matters shall not include, and nothing contained herein shall release any Released Party from, any Claims arising with respect to the date on which obligations under this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the ObligationsAgreement, the Loan Agreement Documents or any other contracts, documents, instruments or agreements from and after the Fourth Amendment Effective Date. Releasing Parties each further agree never to commence, aid or participate in (except to the extent required by order or legal process issued by a court or governmental agency of competent jurisdiction) any legal action or other proceeding with respect to the other Financing Agreements (collectivelyReleased Matters. Releasing Parties each agree that this waiver and release is an essential and material of this Amendment, all and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the foregoing are the “Claims”)Released Matters. Each Borrower and Guarantor Releasing Party represents and warrants that it has no knowledge of not purported to convey, transfer or assign any claim by it against the right, title or interest in any Released Parties Matter to any other person or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower entity and Guarantor represents and warrants that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to all Claimsunknown or unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Matters.

General Release. Each Borrower In consideration of the Administrative Agents' and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the Collateral Agents' execution of this Amendment Agreement, Convertible Note Agent, on behalf of itself and thus each Borrower Convertible Note Holder, unconditionally and Guarantor makes the release contained in this Section. In consideration of Agent’s irrevocably acquits and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally forever releases and forever discharges the Administrative Agent, the Collateral Agent and each Lender and their respective directorsall affiliates, partners, subsidiaries, officers, employees, subsidiaries, branches, affiliatesagents, attorneys, agentsprincipals, directors, trustees and advisors and shareholders of such Persons, and their respective heirs, legal representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and "Lender Releasees") from any and all claims, allegationsdemands, causes of action, costs or demands obligations, remedies, suits, damages and liabilities, liabilities of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedany nature whatsoever, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmaturednow known, suspected or unsuspectedclaimed, anticipated whether arising under common law, in equity or unanticipatedunder statute, which such Borrower or Guarantor has, had, claims to have Credit Party ever had or hereafter claims to have now has against the Released Parties by reason of any act or omission on the part of the Released Parties, or Lender Releasees and which may have arisen at any of them, occurring time prior to the date on hereof and which this Amendment is executed, including on account of or were in any way affecting, concerning or arising out of or founded upon manner related to this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Intercreditor Agreement or any other Security Document or related documents, instruments or agreements or the enforcement or attempted or threatened enforcement by any of the other Financing Agreements Lender Releasees of any of their respective rights, remedies or recourse related thereto (collectively, all the "Lender Released Claims"). Convertible Note Agent covenants and agrees that it will not, and will cause the other Convertible Note Holders not to, commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against any of the Lender Releasees any action or other proceeding based upon any of the Lender Released Claims. Notwithstanding the foregoing, in no event shall the foregoing are be interpreted, construed or otherwise deemed as an admission or suggestion by the “Claims”). Each Borrower Administrative Agent, Collateral Agent and Guarantor represents and warrants that it has no knowledge Lenders of any claim by it against the Released Parties wrong doing or of liability owed to Convertible Note Agent, Convertible Note Holders or any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsother Person.

General Release. Each Borrower The Agents, the Lenders and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors Parties desire to resolve each and every one of any Claims (as such Claims term is defined below) that the Loan Parties may have (if any) in conjunction with the execution of this Amendment and thus each Borrower and Guarantor Loan Party makes the release contained in this Section. In consideration of Agent’s Agents’ and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower Loan Party, for itself and Guarantor on behalf of its successors, assigns, limited partners, general partners, investors, Subsidiaries, shareholders, trustees, officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through, it, hereby fully and unconditionally releases releases, remises and forever discharges Agent each Agent, each Lender, their respective Affiliates and Related Funds, and each Lender and of their respective successors in title, past, present and future directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all personsPersons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, suits, Liens, lawsuits, adverse consequences, damages, losses, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, obligations, costs or demands and liabilities, of whatever kind or naturenature (whether in law, in equity or otherwise), from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, direct or indirect or derivative, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, asserted or unasserted, anticipated or unanticipated, which such Borrower or Guarantor Loan Parties has, had, claims to have had or hereafter claims to have against the Released Parties (other than those claims directly resulting from the gross negligence or willful misconduct of such Released Party as determined in a final judgment by a court of competent jurisdiction) by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including without limitation on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including without limitation all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including to the administration or enforcement of extent relating to the Loans, the Obligations, the Loan Financing Agreement or any of the other Financing Agreements Loan Documents, including the administration and enforcement thereof (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor Loan Party represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor Loan Party against the Released Parties relating to the Loans, the Obligations, the Financing Agreement or any of the other Loan Documents, including the administration and enforcement thereof, which is not released hereby. Each Borrower and Guarantor Loan Party represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each In consideration for Lender entering into this Amendment, Borrower and Guarantor may have certain Claims (as hereinafter definedindividually and collectively, the “Obligor”) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally irrevocably releases and forever discharges Agent Lender, and each Lender and their respective its successors, assigns, agents, shareholders, directors, officers, employees, subsidiariesagents, branchesattorneys, parent corporations, subsidiary corporations, affiliated corporations, affiliates, attorneysparticipants, agentsand each of them (collectively, representativesthe “Releasers”), successors and assigns from any and all personsclaims, firmsdebts, corporations liabilities, demands, obligations, costs, expenses, actions and organizations acting on causes of action, of every nature and description, known and unknown, which Obligor now has or at any time may hold, by reason of their behalves any matter, cause or thing occurred, done, omitted or suffered to be done prior to the date of this Amendment (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower Obligor hereby irrevocably waives the benefits of any and Guarantor all statutes and rules of law to the extent the same provide in substance that a general release does not extend to claims which the creditor does not know or suspect to exist in its favor at the time of executing the release, and, without limiting the foregoing, and without limiting the stipulation to governing law in Section 10, Obligor irrevocably waives any benefits it may have under 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.” Obligor represents and warrants that it has no knowledge not assigned to any other Person any Released Claim, and agrees to indemnify Lender against any and all actions, demands, obligations, causes of any claim by it against the Released Parties action, decrees, awards, claims, liabilities, losses and costs, including but not limited to reasonable attorneys’ fees of counsel of Lender’s choice and costs, which Lender may sustain or incur as a result of any facts a breach or acts or omissions purported breach of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower foregoing representation and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimswarranty.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, the Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this SectionSection 14. In consideration of Agent’s 's and Lenders’ ' entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “"Released Parties”"), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “"Claims”"). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of AgentBank’s and Lenders’ entering willingness to enter into this Amendment and agreeing to the substantial concessions as set forth hereinAmendment, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent Bank and each Lender and their Bank’s respective directorspredecessors, successors, assigns, officers, managers, directors, employees, subsidiaries, branches, affiliatesagents, attorneys, agents, representatives, successors and assigns and affiliates (hereinafter all persons, firms, corporations and organizations acting on any of their behalves (collectively, the above collectively referred to as the “Released PartiesBank Group”), of and from any and all claims, allegationscounterclaims, demands, damages, debts, suits, liabilities, actions and causes of actionaction of any nature whatsoever, costs including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedin equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, fixed whether absolute or contingent, asserted or unasserted, foreseen or unforeseen, matured and whether or unmatured, suspected or unsuspected, anticipated or unanticipatednot heretofore asserted, which such Borrower may have or Guarantor has, had, claims to have had or hereafter claims claim to have against the Released Parties by reason of any act or omission on the part of the Released Parties, Bank Group in any way related to or any of them, connected with the Loan Documents and the transactions contemplated thereby occurring on or prior to the date on which this Amendment hereof. Borrower further acknowledges that it is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence familiar with Section 1542 of the dealings among California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A 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. Borrower waives and releases any rights or benefits that it may have under Section 1542, or other similar provision, to the parties up to full extent that it may lawfully waive such rights and including benefits, and Borrower acknowledges that it understands the date on which this Amendment is executed, including the administration or enforcement significance and consequences of the Loans, the Obligations, the Loan Agreement or any waiver of the other Financing Agreements (collectively, all provisions of the foregoing are the “Claims”). Each Borrower Section 1542 and Guarantor represents and warrants that it has no knowledge been advised by its attorney as to the significance and consequences of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such this waiver. Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower understands, acknowledges and Guarantor represents and warrants agrees that the foregoing constitutes release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release of all Claimsset forth above.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of AgentBank’s and Lenders’ entering willingness to enter into this Amendment and agreeing to waive the substantial concessions as set forth herein, each Specified Event of Default Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent Bank and each Lender and their Bank’s respective directorspredecessors, successors, assigns, officers, managers, directors, employees, subsidiaries, branches, affiliatesagents, attorneys, agents, representatives, successors and assigns and affiliates (hereinafter all persons, firms, corporations and organizations acting on any of their behalves (collectively, the above collectively referred to as the “Released PartiesBank Group”), of and from any and all claims, allegationscounterclaims, demands, damages, debts, suits, liabilities, actions and causes of actionaction of any nature whatsoever, costs including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedin equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, fixed whether absolute or contingent, asserted or unasserted, foreseen or unforeseen, matured and whether or unmatured, suspected or unsuspected, anticipated or unanticipatednot heretofore asserted, which such Borrower may have or Guarantor has, had, claims to have had or hereafter claims claim to have against the Released Parties by reason of any act or omission on the part of the Released Parties, Bank Group in any way related to or any of them, connected with the Loan Documents and the transactions contemplated thereby occurring on or prior to the date on which this Amendment hereof. Borrower further acknowledges that it is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence familiar with Section 1542 of the dealings among California Civil Code, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A 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.” Borrower waives and releases any rights or benefits that it may have under Section 1542, or other similar provision, to the parties up to full extent that it may lawfully waive such rights and including benefits, and Borrower acknowledges that it understands the date on which this Amendment is executed, including the administration or enforcement significance and consequences of the Loans, the Obligations, the Loan Agreement or any waiver of the other Financing Agreements (collectively, all provisions of the foregoing are the “Claims”). Each Borrower Section 1542 and Guarantor represents and warrants that it has no knowledge been advised by its attorney as to the significance and consequences of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such this waiver. Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower understands, acknowledges and Guarantor represents and warrants agrees that the foregoing constitutes release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release of all Claimsset forth above.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against In return for the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained consideration provided for in this Section. In consideration Agreement, the adequacy of Agent’s which is hereby acknowledged, on the Effective Date, (i) Releasing Plaintiffs, both individually and Lenders’ entering into this Amendment as a class representative or member of a class, shall release and agreeing to the substantial concessions as set forth hereindischarge ACT, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective its officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneyssubsidiaries, agentspredecessors, representativessuccessors-in-interest, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and insurers from any and all claims, allegationscauses of action, demands, losses, or damages arising out of or related to the facts, events or circumstances alleged, or which could have been alleged, in the Third Amended Complaint (the “Released Claims”), and (ii) ACT shall, and shall cause its subsidiaries and affiliates, to release and discharge Releasing Plaintiffs, both individually and as a class representative or member, from any and all claims, causes of action, costs or demands and liabilitiesdemands, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Partieslosses, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or damages arising out of or founded upon related to the facts, events or circumstances alleged, or which could have been alleged, in any counterclaim to the Third Amended Complaint. For clarity, this Amendment up release does not discharge any claim or cause of action based on actual or alleged intellectual property theft or on actual or alleged cheating or other issue related to test security. As to the Released Claims only, each Releasing Plaintiff expressly, knowingly, and including voluntarily waives the date on provisions of Section 1542 of the California Civil Code, which this Amendment is executedprovides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, including WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Releasing Plaintiffs expressly waive and relinquish any and all such loss or damage of any kind heretofore sustained rights and benefits that they may have under, or that may arise as a consequence be conferred upon them by, the provisions of Section 1542 of the dealings among the parties up to and including the date on which this Amendment is executedCalifornia Civil Code, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge law of any claim by it against state or territory that is similar, comparable, or equivalent to Section 1542, to the fullest extent that they may lawfully waive such rights or benefits pertaining to the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, the Lenders, Borrowers Borrower and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution consummation of the transactions contemplated by this Amendment and thus each Borrower and Guarantor makes the release contained in this SectionSection 11. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world up to and including the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including Amendment, the date on which this Amendment is executedLoan Agreement or any of the other Financing Agreements, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up arising from, in connection with or related to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating a. As a material inducement to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire Brand to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering enter into this Amendment Agreement, Cxxxxxx, on behalf of himself and agreeing to the substantial concessions as set forth hereinhis heirs, each Borrower executors, administrators, successors and Guarantor assigns, does hereby fully irrevocably and unconditionally releases release, acquit and forever discharges Agent discharge Brand, and each Lender its divisions, subsidiaries, affiliates and their respective all owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, subsidiariesrepresentatives, branches, affiliates, and attorneys, agentsacting by, representativesthrough, successors and assigns and all personsunder or in concert with Brand or any parent, firmssubsidiary or related entity, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all charges, complaints, grievances, claims, allegationsliabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs or demands and liabilitiesactually incurred), of whatever kind or natureany nature whatsoever, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated joint or unanticipatedseveral, which such Borrower Cxxxxxx has had or Guarantor has, may hereafter claim to have had, claims to have had or hereafter claims to have against the Released Parties Brand by reason of any act matter, act, omission, cause or omission on event whatever from the part beginning of the Released Parties, or any of them, occurring prior time to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements Resignation Date (collectively, all of the foregoing are the “Claims”); other than those obligations set forth in this Agreement. Each Borrower Cxxxxxx further acknowledges that he is waiving and Guarantor represents releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and warrants that it this waiver and release is knowing and voluntary. Cxxxxxx agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Cxxxxxx acknowledges that the consideration given for this waiver and release Agreement is in addition to anything of value to which Cxxxxxx was already entitled. Cxxxxxx further acknowledges that he has no knowledge been advised by this writing that: (a) he should consult with an attorney prior to executing this Agreement; (b) he has twenty-one (21) days within which to consider this Agreement; (c) he has seven (7) days following the execution of any claim this Agreement by it against the Released Parties parties to revoke the Agreement; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or of any facts precludes Cxxxxxx from challenging or acts or omissions seeking a determination in good faith of the Released Parties which on validity of this waiver under the date hereof would be ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. In the basis of a claim by such Borrower or Guarantor against event Cxxxxxx signs this Agreement and returns it to the Released Parties which is not released hereby. Each Borrower Company in less than the 21-day period identified above, Cxxxxxx hereby acknowledges that he has freely and Guarantor represents and warrants that voluntarily chosen to waive the foregoing constitutes a full and complete release of all Claimstime period allotted for considering this Agreement.

General Release. Each Borrower Equity Holder hereby releases irrevocably and Guarantor forever discharges each of Parent, the Company, the Company Subsidiary, the Company Stockholders’ Representative, their respective Affiliates, and any and all of their respective officers, directors, managers, principals, advisors, attorneys, accountants, investment banks, agents, employees or other representatives, predecessors, successors, assigns and heirs (the “Released Parties”) of, from or with respect to any and all claims, obligations, liabilities or damages of any nature whatsoever, in Law or in equity, suspected or unsuspected, known or unknown, contingent or fixed, whether due or to become due, that such Equity Holder or any of its Affiliates have had, now have or may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding at any future time by reason of any cause, matter, thing, act, omission or relating conduct occurring or existing at any time on or prior to the Loan Agreement Closing, including with respect to such Equity Holder’s shares of Company Capital Stock (or other equity securities of the other Financing Agreements. AgentCompany held by such Equity Holder or its Affiliates) or with respect to any claim by such Equity Holder that the allocation of Common Stock Merger Consideration, LendersPreferred Stock Merger Consideration or Warrant Merger Consideration, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with as applicable, among the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions respective Equity Holders as set forth hereinon the Allocation Statement is incorrect (all such claims, each Borrower obligations, liabilities and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directorsdamages, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released PartiesClaims”); provided, however, that nothing contained herein will operate to release any claims, obligations, liabilities or damages of any of the Released Parties (and none of the following claims, obligations, liabilities or damages shall constitute Released Claims): (a) with respect to any Common Stock Merger Consideration, Preferred Stock Merger Consideration or Warrant Merger Consideration, as applicable, such Equity Holder is entitled to receive under this Agreement; (b) such Equity Holder’s rights or remedies under this Agreement or with respect to any obligation of Parent, Merger Sub or the Surviving Corporation under or in connection with this Agreement and the transactions contemplated hereby, including the Merger; (c) to the extent accrued for on the Company’s financial books and records as of Closing, or otherwise accruing in the Ordinary Course of Business (i) any salary and compensation accrued but unpaid by the Company as of the Closing or other employee benefits to which such Equity Holder is or may be entitled from the Company, (ii) any bona fide business expense reimbursements for business expenses incurred in the Ordinary Course of Business consistent with past practices but not reimbursed as of the Closing, or (iii) any payment pursuant to any Transaction Bonus Arrangement; (d) with respect to any rights to exculpation, indemnification or advancement of expenses that such Equity Holder (or any representative of such Equity Holder who has provided services to the Group Companies as an officer or director) is entitled to from the Group Companies, pursuant to the Company Organizational Documents or any organizational document of the Company Subsidiary, director and officer insurance, applicable Law or the terms of this Agreement or other contract which provides for indemnification of such Equity Holder by the Company; (e) to the extent such Indebtedness is not repaid at Closing, with respect to any Indebtedness payable to an Equity Holder set forth on Schedule 2.4(a) of the Company Disclosure Schedules; (f) for fraud. Each Equity Holder covenants not to, directly or indirectly, xxx on, assert or pursue, or cause to be sued on, asserted or pursued, any of the Released Claims against the Released Parties. Each Equity Holder further waives any and all claimsdefenses that may be available to contest, allegations, causes of action, costs negate or demands and liabilities, of whatever kind or nature, from disaffirm the beginning actions of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have Company Stockholders’ Representative as against the Released Parties by reason of any act or omission on the part of the Released Parties, and represents that as to each and every claim released hereunder, such Equity Holder has received (or any has had the opportunity to receive) the advice of them, occurring prior legal counsel with regard to the date on which this Amendment is executedreleases contained herein, including on account of and having been so advised, or have declined seeking such advice, and in any way affectingeither case, concerning or arising out of or founded upon this Amendment up if applicable to and including such Equity Holder, such Equity Holder specifically waives the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence benefit of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement provisions of Section 1542 of the LoansCivil Code of California which provides as follows: 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. As to each and every Released Claim released hereunder, each Equity Holder also waives the Obligationsbenefit of each other similar provision of applicable federal or state law as well as under any other statutes or common law principles of similar effect, the Loan Agreement if any, pertaining to general releases after having been advised by legal counsel with respect thereto or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”)having declined to seek such advice. Each Borrower Equity Holder acknowledges and Guarantor represents and warrants agrees that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions each of the Released Parties which on is intended to be, and will be entitled to the date hereof would be the basis benefits of being, a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release third party beneficiary of all Claimsthis Section 6.7.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, the Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this SectionSection 7. In consideration of Agent’s 's and Lenders’ ' entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “"Released Parties”"), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world up to and including the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including Amendment, the date on which this Amendment is executedLoan Agreement or any of the other Financing Agreements, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up arising from, in connection with or related to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “"Claims”"). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. A GENERAL RELEASE DOESNOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Each Borrower party on behalf of itself and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding its predecessor or relating to the Loan Agreement or the other Financing Agreements. Agentsuccessor corporations hereby waives and relinquishes, Lendersand undertakes that its current and former subsidiaries, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinaffiliates, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender of its and their respective current and former officers, directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors auditors, consultants, attorneys and assigns hereby waive and all personsrelinquish, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs every right or demands and liabilities, of whatever kind benefit that it now has or nature, from the beginning of the world may have had under Section 1542 to the full extent that it may lawfully waive such right or benefit with regard to the subject matter of this Agreement through and including the date on of this Agreement. In connection with such waiver and relinquishment, each party acknowledges that it is aware that it might later discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Amendment Agreement, but that it is executedits intention hereby fully, whether finally and forever to settle and release all matters, known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Partiesnow exist, or any of them, occurring prior to the date on which this Amendment is executed, including on account of previously existed between or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to the extent described in Sections 3. and including the date on which this Amendment 4. above. This Agreement is executedintended to be and is final and binding, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge regardless of any claim by it against the Released Parties claims of misrepresentation, concealment of fact or mistake of any facts law or acts or omissions of the Released Parties which on the date hereof would fact, and shall be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes remain in effect as a full and complete release of all Claimssuch matters, notwithstanding the discovery or existence of any additional or different claims or facts relative thereto. In furtherance of such intention, the releases given pursuant to this Agreement shall be, and shall remain, in effect as a full and complete release, notwithstanding the discovery or existence of any such additional or different facts.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, the Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this SectionSection 4. In consideration of Agent’s 's and Lenders’ ' entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “"Released Parties”"), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world up to and including the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including Amendment, the date on which this Amendment is executedLoan Agreement or any of the other Financing Agreements, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up arising from, in connection with or related to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “"Claims”"). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower FOR GOOD AND VALUABLE CONSIDERATION, the receipt and Guarantor may have certain Claims (as hereinafter defined) against adequacy of which are hereby acknowledged, the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent undersigned and each Lender of them (collectively “Releasor”) hereby forever releases, discharges and their respective acquits COREFUND CAPITAL, LLC (“Releasee”), its parent, directors, officersshareholders, agents and employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claimsclaims of every type, allegationskind, causes nature, description or character, and irrespective of actionhow, costs why, or demands and liabilitiesby reason of what facts, whether heretofore existing, now existing or hereafter arising, or which could, might, or may be claimed to exist, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedname, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingenteach as though fully set forth herein at length, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account extent that they arise out of or are in any way affectingconnected to or are related to that certain Purchase Money Financing Agreement dated September 8, concerning 2021. Releasor agrees that the matters released herein are not limited to matters that are known or arising out disclosed. Releasor acknowledges that factual matters now unknown to it may have given or may hereafter give rise to Claims which are presently unknown, unanticipated and unsuspected, and it acknowledges that this Release has been negotiated and agreed upon in light of or founded upon this Amendment up to that realization and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it nevertheless hereby intends to release, discharge and acquit the Releasee from any such unknown Claims. Acceptance of this Release shall not be deemed or construed as an admission of liability by any party released. Releasor acknowledges that either (a) it has no knowledge had advice of any claim by counsel of its own choosing in negotiations for and the preparation of this release, or (b) it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by has knowingly determined that such Borrower or Guarantor against the Released Parties which advice is not released herebyneeded. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release DATED: Individual Releasor: [Name of all Claims.individual], individually Entity Releasor: By: Name: Title: EXHIBIT 1.15

General Release. Each Borrower Effective as of the Closing Date, the Seller, on behalf of itself and Guarantor the Seller Affiliates, its agents, trustees, beneficiaries, managers, members, successors, assigns and partners (each a “Releasor”), hereby releases, acquits and forever discharges, to the fullest extent permitted by Law, the Purchaser, the Purchaser Affiliates and each of their respective past, present or future Representatives, employees, directors, partners, stockholders, officers, agents, predecessors, successors, related entities and assigns (each a “Releasee”) of, from and against any and all actions, causes of action, charges, complaints, claims, liabilities, obligations, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever (collectively “Released Claims”) which such Releasor or its heirs, successors or assigns ever had, now has or may have certain Claims (as hereinafter defined) against on or by reason of any matter, cause or thing whatsoever prior to the Released Parties (as hereinafter defined) regarding Closing Date resulting from, arising out of or relating to the Loan Agreement or Purchased Assets, the other Financing AgreementsAssumed Liabilities and/or the Business. Agent, Lenders, Borrowers and Guarantors desire Each Releasor agrees not to resolve each and every one assert any Released Claim against any of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes Releasees. Notwithstanding the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinforegoing, each Borrower Releasor and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their its respective directorsheirs, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, legal representatives, successors and assigns retains, and all personsdoes not release, firmsits rights and interests under the terms of this Agreement and the other Transactional Agreements with respect to any Released Claim or liability resulting from such Person’s fraud or other criminal act. In addition, corporations and organizations acting on any each Releasor specifically waives the benefit of their behalves the provisions of Section 1542 of the Civil Code of the State of California (collectively, the “Released PartiesSection 1542”), which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH DEBTOR. Each Releasor understands and acknowledges the significance and consequence of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning this specific waiver of the world provisions of Section 1542. Each Releasor acknowledges that it has received or has had the opportunity to the date on receive independent legal advice from its attorneys regarding this waiver, and each Releasor hereby assumes full responsibility for any damages, loss or liability which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties it may hereunder incur by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimswaiver.

General Release. Each Borrower FOR GOOD AND VALUABLE CONSIDERATION, the receipt and Guarantor may have certain Claims (as hereinafter defined) against adequacy of which are hereby acknowledged, the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent undersigned and each Lender of them (collectively "Releasor") hereby forever releases, discharges and their respective acquits Midland American Capital Corporation ("Releasee"), its parent, directors, officersshareholders, agents and employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claimsclaims of every type, allegationskind, causes nature, description or character, and irrespective of actionhow, costs why, or demands and liabilitiesby reason of what facts, whether heretofore existing, now existing or hereafter arising, or which could, might, or may be claimed to exist, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedname, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length, to the extent that they arise out of or contingentare in way connected to or are related to that certain Factoring and Security Agreement dated February 2 , asserted 2012. Releasor agrees that the matters released herein are not limited to matters which are known or unasserteddisclosed, foreseen and the Releasor waives any and all rights and benefits which it now has, or unforeseenin the future may have. Releasor acknowledges that factual matters now unknown to it may have given or may hereafter give rise to Claims which are presently unknown, matured or unmatured, suspected or unanticipated and unsuspected, anticipated and it acknowledges that this Release has been negotiated and agreed upon in light of that realization and that it nevertheless hereby intends to release, discharge and acquit the Releasee from any such unknown Claims. Acceptance of this Release shall not be deemed or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against construed as an admission of liability by any party released. In the Released Parties by reason event of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or litigation arising out of or founded upon related to this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the LoansRelease, the Obligations, prevailing party shall recover its reasonable attorney's fees and expenses from the Loan Agreement or any unsuccessful party. It shall be presumed (subject to rebuttal only by the introduction of competent evidence to the other Financing Agreements contrary) that the amount recoverable is the amount billed to the prevailing party by its counsel and that such amount will be reasonable if based on the billing rates charged to the prevailing party by its counsel in similar matters. Releasor acknowledges that either (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that a) it has no knowledge had advice of any claim by counsel of its own choosing in negotiations for and the preparation of this release, or (b) it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by has knowingly determined that such Borrower or Guarantor against the Released Parties which advice is not released herebyneeded. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.DATED: February 29, 2012 CCS Environmental Worldwide Inc. By: /s/ Mxxx Xxxxxxxx Printed Name: Mxxx Xxxxxxxx President ` CCS Environmental Services Inc. By: /s/ Mxxx Xxxxxxxx Printed Name: Mxxx Xxxxxxxx President ` Commonwealth Contracting Services LLC By: /s/ Mxxx Xxxxxxxx Printed Name: Mxxx Xxxxxxxx President ` CCS Special Projects LLC By: /s/ Mxxx Xxxxxxxx Printed Name: Mxxx Xxxxxxxx President

General Release. Each (a) In consideration of, among other things, Administrative Agent’s and the Consenting Lenders’ execution and delivery of this Consent and Limited Waiver, each of Borrower and Guarantor may have certain Claims the other Credit Parties, on behalf of itself and its Related Parties, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating and hereby forever waives, releases and discharges, to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinfullest extent permitted by law, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and Releasee from any and all claimsclaims (including, allegationswithout limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, costs suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or demands and liabilitiesclaims whatsoever, that such Releasor now has or hereafter may have, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedwhatsoever nature and kind, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had whether now existing or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Partiesarising, or any of them, occurring prior to the date on which this Amendment is executed, including on account of whether arising at law or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements equity (collectively, all of the foregoing are the “Claims”). Each , against the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Lender and their respective Related Parties, and their respective successors and assigns (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the Consent and Limited Waiver Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, or (ii) any aspect of the dealings or relationships between or among Borrower and Guarantor represents the other Credit Parties, on the one hand, and warrants that it has no knowledge any or all of the Administrative Agent, the Lenders and the Issuing Lenders, on the other hand, relating to any claim by it against or all of the Released Parties or of any facts or acts documents, transactions, actions or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released herebyreferenced in clause (i) hereof. Each In entering into this Agreement, Borrower and Guarantor represents each other Credit Party consulted with, and warrants that the foregoing constitutes a full has been represented by, legal counsel and complete release of all Claims.expressly disclaims any reliance on any representations, acts or

General Release. Each Borrower To induce the Administrative Agent and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating Lenders to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering enter into this Amendment and agreeing to the substantial concessions as set forth hereinSixth Amendment, each Borrower and each Guarantor hereby fully releases, acquits, and unconditionally releases discharges the Administrative Agent, the Lenders and forever discharges Agent and each Lender the Issuing Banks and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns assigns, subsidiary corporations, parent corporations, and related corporate divisions (all persons, firms, corporations and organizations acting on any of their behalves (collectively, the foregoing hereinafter called the “Released Parties”), of from all such actions and from any and all claims, allegations, causes of action, costs or demands and judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages, and expenses of whatever any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had heretofore or hereafter claims arising, for or because of any matter or things done, omitted or suffered to have against be done by any of the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to and including the date on which this Amendment is executedof execution hereof, including on account and in any way directly or indirectly arising out of or in any way affecting, concerning or arising out of or founded upon connect to this Sixth Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements Loan Documents, including, but not limited to, claims relating to any settlement negotiation (collectively, all of the foregoing are hereinafter called the “ClaimsReleased Matters”). Each Borrower and each Guarantor represents acknowledges that the agreements in this section are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. Each Borrower, and warrants each Guarantor acknowledges that it has no knowledge not relied, in executing the release set forth in this section, upon any representations, warranties, or conditions by the Administrative Agent, the Lenders, the Issuing Banks or any other Person except as are specifically set forth in this Waiver. Nothing contained herein shall be construed at any time as an admission by the Agent or any Lender of any claim by it against the Released Parties liability to any Borrower, any Guarantor or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released herebyother Person. Each Borrower and each Guarantor represents warrants to the Administrative Agent and warrants the Lenders, as of the date hereof, that it has not purported to transfer, assign, or otherwise convey any right, title or interest of it in any Released Matter to any other entity, and that the foregoing constitutes a full and complete release of all ClaimsReleased Matters. VII.

General Release. Each Borrower and Guarantor may have certain Claims Obligor (as hereinafter definedcollectively, the “Releasing Parties”) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agentreleases, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases acquits and forever discharges the Agent and each Lender Lender, and each of their respective past and present directors, officers, employees, subsidiariesthe agents, branchesattorneys, affiliates, attorneyspredecessors, agentssuccessors, representatives, successors administrators and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), ) of and from any and all claims, allegationsactions, causes of action, costs demands, rights, damages, costs, loss of service, expenses and compensation (each individually, a “Claim” and collectively, “Claims”) of any kind whatsoever heretofore or demands and liabilitieshereafter arising from any events or occurrences, of whatever kind or natureanything done, from the beginning omitted to be done, or allowed to be done by any of the world to Released Parties, in each case, on or before the date on which this Amendment is executedhereof, whether known WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, as of the date hereof, that the Releasing Parties (or unknown, liquidated any of them) has or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to may have against the Released Parties by reason of any act or omission on the part of the Released Parties, (or any of them) in connection with the Loan Documents or the transactions contemplated thereby (the “Released Matters”); provided, occurring prior however, that Released Matters shall not include, and nothing contained herein shall release any Released Party from, any Claims arising with respect to the date on which obligations under this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the ObligationsAgreement, the Loan Agreement Documents or any other contracts, documents, instruments or agreements from and after the Sixth Amendment Effective Date. Releasing Parties each further agree never to commence, aid or participate in (except to the extent required by order or legal process issued by a court or governmental agency of competent jurisdiction) any legal action or other proceeding with respect to the other Financing Agreements (collectivelyReleased Matters. Releasing Parties each agree that this waiver and release is an essential and material of this Amendment, all and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the foregoing are the “Claims”)Released Matters. Each Borrower and Guarantor Releasing Party represents and warrants that it has no knowledge of not purported to convey, transfer or assign any claim by it against the right, title or interest in any Released Parties Matter to any other person or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower entity and Guarantor represents and warrants that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to all Claimsunknown or unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Matters.

General Release. Each Borrower (each a "Releasing Party" and Guarantor may have certain Claims (as hereinafter definedcollectively the "Releasing Parties") against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agenthereby releases, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases acquits and forever discharges Agent and each Lender and their respective Lender, its directors, officers, employees, subsidiaries, branches, affiliatesagents, attorneys, agents, representativesaffiliates, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “"Released Parties”), ") of and from any and all claims, allegationsactions, causes of action, costs demands, rights, damages, costs, expenses and compensation whatsoever, heretofore or demands and liabilitieshereafter arising from events or occurrences through the date of this Amendment, of whatever kind or natureWHICH DO OR MAY EXIST, from WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEN OR UNFORESEEN (collectively, the beginning "Released Matters"), including, without limitation, any of the world same arising from or related to the date on which this Amendment is executedanything done, whether known omitted to be done, or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims allowed to have had or hereafter claims to have against be done by any of the Released Parties by reason and in any way connected with the Loan Agreement, any of the Loan Documents, any other credit facilities provided or not provided, or any past or present deposit or other accounts (including, without limitation, "dominion of funds" accounts and lockbox arrangements) of any act Releasing Party, including, without limitation, the manner and timing in which items were deposited or omission credited thereto or funds transferred therefrom or made available to any of the Releasing Parties, the honoring or returning of any checks drawn on any account, and any other dealings between any of the part of Releasing Parties and the Released Parties. Each of the Releasing Parties hereby waives any and all rights which he or it has or may have under the provisions of Section 1542 of the California Civil Code as now worded and as hereafter amended, or any similar statute, rule or legal principle in effect in any other state, which Section presently reads as follows: "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 Releasing Party acknowledges and agrees that this waiver and release is an essential and material term of them, occurring prior to the date on which this Amendment is executed, including on account of or and that the agreements in any way affecting, concerning or arising out of or founded upon this Amendment up paragraph are intended to and including the date on which this Amendment is executed, including all such loss or damage be in full satisfaction of any kind heretofore sustained alleged injuries or that may arise as a consequence damages of Releasing Parties in connection with the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”)Released Matters. Each Borrower and Guarantor Releasing Party represents and warrants that it has no knowledge of not purported to convey, transfer or assign any claim by it against the right, title or interest in any Released Parties Matter to any other person or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower entity and Guarantor represents and warrants that the foregoing constitutes a full and complete release of the Released Matters. Each Releasing Party also understands that this release shall apply to all Claimsunknown or unanticipated results of the Released Matters, as well as those known and anticipated. Each Releasing Party has consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and executes such release voluntarily, with the intention of fully and finally extinguishing all Released Matters.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defineda) against the Released Parties (as hereinafter defined) regarding or relating Notwithstanding anything to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained contrary set forth in this Section. In Agreement, effective as of the Initial Closing, in consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth mutual agreements contained herein, including the cash consideration to be received by the GNC Parties pursuant to Article II and Article III, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent GNC Party, on behalf of itself and each Lender of its past, present and their respective directorsfuture Affiliates, officersfirms, employeescorporations, subsidiarieslimited liability companies, branchespartnerships, affiliatestrusts, attorneysassociations, agentsorganizations, representativesinvestors, stockholders, members, partners, trustees, principals, predecessors, successors and assigns (each, a “GNC Releasing Party” and, collectively, the “GNC Releasing Parties”), hereby absolutely, unconditionally and all personsirrevocably releases, firmsacquits and forever discharges Nutra, corporations its former, present and organizations acting on any of future Affiliates, parent and subsidiary companies, joint ventures, predecessors, successors and assigns (including Buyer and its Affiliates), and their behalves respective former, present and future representatives, investors, stockholders, members, partners, insurers and indemnitees (collectively, the “Released Parties”), of and from any and all claimsmanner of action or inaction, allegations, cause or causes of action, costs Actions, Liens, Contracts, promises, Liabilities or demands and liabilitiesDamages (whether for compensatory, special, incidental or punitive Damages, equitable relief or otherwise) of whatever any kind or naturenature whatsoever, from the beginning past, present or future, at law, in equity or otherwise (including with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of the world to the date on which this Amendment is executedany duty, Law or rule), whether known or unknown, whether fixed or contingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, fixed whether foreseeable or contingentunforeseeable, asserted whether anticipated or unassertedunanticipated, foreseen or unforeseen, matured or unmatured, whether suspected or unsuspected, anticipated or unanticipated, which such Borrower GNC Releasing Parties, or Guarantor hasany of them, had, claims to ever have had or hereafter claims to ever in the future may have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, and which, in each case, are based on acts, events or omissions occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which Initial Closing (the “Released Claims”); provided, however, that the foregoing release shall not release, impair or diminish, and the term “Released Claims” shall not include, in any respect any rights of: (i) any GNC Party or Seller Indemnitee under this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any other Transaction Document; (ii) the GNC Releasing Parties to indemnification, reimbursement or advancement of expenses under the provisions of the Nutra Organizational Documents, any directors’ and officers’ liability insurance policy maintained by Nutra, or any indemnification agreement to which any such GNC Releasing Party and Nutra are parties and which is set forth on Schedule 6.16; (iii) if applicable to any GNC Releasing Party, any rights available to such GNC Releasing Party to receive salaries, bonuses (including any transaction bonus or success bonus), severance, accrued vacation or other Financing Agreements paid time off, employee benefits (collectively, all to the extent such benefits are vested under the terms of the foregoing applicable Nutra Plan or applicable Law) or expenses that have accrued in respect of employment with Nutra in the ordinary course of business; or (iv) any statutory or other rights that are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim prohibited by it against the Released Parties Law from being released, compromised or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsexchanged.

General Release. Each Borrower As an inducement to and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s Merger Sub and Lenders’ Parent entering into this Amendment and agreeing to the substantial concessions as set forth hereinMerger Agreement, each Borrower and Guarantor Stockholder hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective of the Company, its directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representativesrepresentatives and employees (each, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “a "Released Parties”), of and Person") from any and all claims, allegationssuits, demands, causes of action, costs or demands and liabilitiescontracts, covenants, obligations, debts, costs, expenses, attorneys' fees, liabilities of whatever kind or naturenature in law or equity, from the beginning of the world to the date on which this Amendment is executed, by statute or otherwise whether now known or unknown, liquidated or unliquidated, fixed vested or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated which have existed or unanticipatedmay have existed, or which such Borrower do exist or Guarantor hasmay exist in the future ("Claims"), had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on kind, except the part of the Released Parties, or any of them, occurring prior Claims released hereunder shall not include (x) Claims to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or extent arising out of actions taken or founded upon this Amendment up to and including the date on omissions made fraudulently or in bad faith by such Released Person which this Amendment is executedmay arise or have arisen for any reason whatsoever, including but not limited to any Claim arising in connection with any transaction contemplated under the Merger Agreement and any related documents thereto and (y) any Claim the undersigned is permitted to make for indemnification pursuant to Section 7.7 of the Merger Agreement. By consenting to this Agreement, each Stockholder hereby acknowledges that it intends that this Agreement shall be an effective bar to each and every one of the Claims herein mentioned or implied above. Each Stockholder expressly consents that this Agreement shall be given full force and effect according to each and all such loss of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims herein mentioned or damage of implied above. Further, each Stockholder agrees that in the event that it should bring a Claim in which it seeks damages against the Company (or, its stockholders and/or directors as the case may be), or in the event that it seeks to recover against the Company (or its stockholders and/or directors as the case may be), in any kind heretofore sustained or that may arise Claim brought by a governmental agency on your behalf, this Agreement shall serve as a consequence of the dealings among the parties up complete defense to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower and Guarantor may have certain Claims (Except as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth otherwise provided for herein, as additional consideration for the sale of the Company Capital Stock pursuant to this Agreement, each Borrower Seller hereby unconditionally and Guarantor hereby fully and unconditionally irrevocably releases and forever discharges Agent discharges, effective as of the Closing Date, each of the Company and each Lender its Subsidiaries and their respective officers, directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors employees and assigns and all persons, firms, corporations and organizations acting on any of their behalves agents (collectively, the “Released Parties”), of and from any and all rights, claims, allegationsdemands, causes of actionjudgments, obligations, liabilities, damages, costs and expenses, whether accrued or demands unaccrued, asserted or unasserted, and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated relating to the Company or unanticipatedany Subsidiary which ever existed, which such Borrower now exist, or Guarantor hasmay hereafter exist, had, claims to have had or hereafter claims to have against the Released Parties by reason of any tort, breach of contract, violation of law or other act or omission on failure to act by the part of the Released Parties, Company or any of them, occurring its Subsidiaries which shall have occurred at or prior to the date on which this Amendment is executed, including on account of Closing Date or in relation to any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence other Liabilities of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration Company or enforcement any Subsidiary of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements Company (collectively, all of the foregoing are the “ClaimsReleased Matters”). Each Borrower For the avoidance of doubt, the parties acknowledge and Guarantor represents agree that the required payments set forth on Schedule 6.3 shall not be deemed a Released Matter. None of the information supplied by the Company or its professional advisors to the Sellers or his or her agents, representatives or advisors in connection with the representations and warrants warranties set forth in Article 4 or otherwise in relation to the business or affairs of the Company or any Subsidiary shall be deemed a representation, warranty or guarantee of its accuracy by the Company or any Subsidiary to the Sellers, and the Sellers waive any claims against the Company which they might otherwise have in respect of it. Further, the Sellers hereby represent that it the Sellers have not voluntary or involuntary assigned or transferred or purported to assign or transfer to any Person any Released Matter and that no Person other than the Sellers has no knowledge any interest in any Released Matter by law or contract by virtue of any claim by it against the Released Parties action or of any facts or acts or omissions inaction of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all ClaimsSellers.

General Release. Each Borrower BUYER, for itself and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agentits agents, Lendersaffiliates, Borrowers successors and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinassigns, each Borrower and Guarantor hereby fully and unconditionally agrees that BUYER releases and forever discharges Agent and each Lender and their respective directorsCITY, officers, employees, subsidiaries, branchesits agents, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claimsClaims, allegationsincluding, causes of actionwithout limitation, costs rights, claims and demands at law or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedin equity, whether known or unknown at the time of this Agreement, which BUYER had, has or may have in the future, arising out of the physical, environmental, economic or legal condition of the Property, including, without limitation, any claim for indemnification or contribution arising under the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601, et. seq.) or any similar federal, state or local statute, rule or ordinance relating to liability of property owners for environmental matters. Further, BUYER, for itself, its legal representatives and assigns, releases CITY, its officers, agents or employees from any and all Claims that it had, now has, or claims to have, or that any person claiming through them may have, or claim to have, arising out of the City's conditional vacation of the public street commonly known as Old Xxxx Xxxxxx Street. For the foregoing purposes, BUYER hereby specifically waives the provisions of Section 1542 of the California Civil Code and any similar law of any other state, territory or jurisdiction. Section 1542 provides: ATERIALLY AFFECTED HIS OR HER SETTLEMEN A GENERAL RELEASE DOES NOT EXTEND TO A CLAIM, WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE M T WITH THE DEBTOR. BUYER’s Initials: Email: xxx@xxxxxxx-xx.xxx Date: 09/27/2022 GMT Having been so apprised, to the fullest extent permitted by law, BUYER, elects to assume all risk for claims heretofore or hereafter, known or unknown, liquidated arising from the subject of this release, and BUYER knowingly and voluntarily expressly releases the CITY, its officers, agents or unliquidatedemployees from all Claims, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected unknown or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence use of the dealings among Property, or the parties up to Property Condition. The provisions of Sections 5, 8, 9, 10, 11, 12, and including 13 shall survive the date on which close of escrow or earlier termination of this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all ClaimsAgreement.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating a. As a material inducement to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire ESW to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering enter into this Amendment Agreement, Kolaric, on behalf of himself and agreeing to the substantial concessions as set forth hereinhis heirs, each Borrower executors, administrators, successors and Guarantor assigns, does hereby fully irrevocably and unconditionally releases release, acquit and forever discharges Agent discharge ESW, and each Lender its divisions, subsidiaries, affiliates and their respective all owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, subsidiariesrepresentatives, branches, affiliates, and attorneys, agentsacting by, representativesthrough, successors and assigns and all personsunder or in concert with ESW or any parent, firmssubsidiary or related entity, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all charges, complaints, grievances, claims, allegationsliabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs or demands and liabilitiesactually incurred), of whatever kind or natureany nature whatsoever, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated joint or unanticipatedseveral, which such Borrower Kolaric has had or Guarantor has, may hereafter claim to have had, claims to have had or hereafter claims to have against the Released Parties ESW by reason of any act matter, act, omission, cause or omission on event whatever from the part beginning of the Released Parties, or any of them, occurring prior time to the date on Resignation Date ("Claims"); other than those obligations set forth in this Agreement. Kolaric acknowledges that the consideration given for this waiver and release Agreement is in addition to anything of value to which Kolaric was already entitled. Kolaric further acknowledges that he has been advised by this Amendment is executed, including on account writing that: (a) he should consult with an attorney PRIOR to executing this Agreement; (b) he has twenty-one (21) days within which to consider this Agreement; (c) he has seven (7) days following the execution of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among Agreement by the parties up to revoke the Agreement; (d) this Agreement shall not be effective until after the revocation period has expired. In the event Kolaric signs this Agreement and including returns it to the date on which Company in less than the 21-day period identified above, Kolaric hereby acknowledges that he has freely and voluntarily chosen to waive the time period allotted for considering this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all ClaimsAgreement.

General Release. Each Borrower and Guarantor may have certain Claims Obligor (as hereinafter definedcollectively, the “Releasing Parties”) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agentreleases, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases acquits and forever discharges Agent and each Lender Lender, and each of their respective past and present directors, officers, employees, subsidiariesagents, branchesattorneys, affiliates, attorneyspredecessors, agentssuccessors, representatives, successors administrators and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), ) of and from any and all claims, allegationsactions, causes of action, costs demands, rights, damages, costs, loss of service, expenses and compensation (each individually, a “Claim” and collectively, “Claims”) of any kind whatsoever heretofore or demands and liabilitieshereafter arising from any events or occurrences, of whatever kind or natureanything done, from the beginning omitted to be done, or allowed to be done by any of the world to Released Parties, in each case, on or before the date on which this Amendment is executedhereof, whether known WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, as of the date hereof, that the Releasing Parties (or unknown, liquidated any of them) has or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to may have against the Released Parties by reason of any act or omission on the part of the Released Parties, (or any of them), occurring including, without limitation, any of the same arising from or related to anything done, omitted to be done, or allowed to be done by any of the Released Parties prior to the date on which this Amendment is executed, including on account of or hereof and in 151955433_5 any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of connected with any kind heretofore sustained or that may arise as a consequence of the dealings among Loan Documents or the parties up transactions contemplated thereby (the “Released Matters”); provided, however, that Released Matters shall not include, and nothing contained herein shall release any Released Party from, any Claims arising with respect to and including the date on which obligations under this Amendment is executed, including the administration or enforcement of the Loans, the ObligationsAgreement, the Loan Agreement Documents or any other contracts, documents, instruments or agreements from and after the Second Amendment Effective Date. Releasing Parties each further agree never to commence, aid or participate in (except to the extent required by order or legal process issued by a court or governmental agency of competent jurisdiction) any legal action or other proceeding with respect to the other Financing Agreements (collectivelyReleased Matters. Releasing Parties each agree that this waiver and release is an essential and material of this Amendment, all and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the foregoing are the “Claims”)Released Matters. Each Borrower and Guarantor Releasing Party represents and warrants that it has no knowledge of not purported to convey, transfer or assign any claim by it against the right, title or interest in any Released Parties Matter to any other person or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower entity and Guarantor represents and warrants that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to all Claimsunknown or unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Matters.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of the Agent’s and LendersXxxxxxx’ entering willingness to enter into this Amendment and agreeing to the substantial concessions as set forth hereinSixth Amendment, each Borrower Loan Party and Guarantor Xxxxxxx Xxxxxxx (“Xxxxxxx”) hereby fully and unconditionally releases and forever discharges Agent the Agent, the Lenders and each Lender the Agent’s, and their the Lender’s respective directorspredecessors, successors, assigns, officers, managers, directors, employees, subsidiaries, branches, affiliatesagents, attorneys, agents, representatives, successors and assigns and affiliates (hereinafter all persons, firms, corporations and organizations acting on any of their behalves (collectively, the above collectively referred to as the “Released PartiesLender Group”), of and from any and all claims, allegationscounterclaims, demands, damages, debts, suits, liabilities, actions and causes of actionaction of any nature whatsoever, costs including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedin equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, fixed whether absolute or contingent, asserted or unasserted, foreseen or unforeseen, matured and whether or unmatured, suspected or unsuspected, anticipated or unanticipatednot heretofore asserted, which such Borrower any Loan Party or Guarantor has, had, claims to which Xxxxxxx may have had or hereafter claims claim to have against the Released Parties by reason of any act or omission on the part of the Released PartiesLender Group in any way related to or connected with the Loan Documents and the transactions contemplated thereby, but solely with respect to events or any of them, matters occurring on or prior to the date on Sixth Amendment Effective Date. Each of the Loan Parties and Xxxxxxx expressly acknowledges that although ordinarily a general release may not extend to claims or causes of action that any Loan Party and Xxxxxxx does not know or suspect to exist in its favor, which this Amendment is executedif known by it may have materially affected its agreement hereunder, including on they have carefully considered, and taken into account in determining to enter into the above releases, the possible existence of such unknown losses or claims or causes of Action. Without limiting the generality of the foregoing, each Loan Party and Xxxxxxx expressly waives and relinquishes any and all rights and benefits such party may have or conferred upon it under any federal, state, or local statute, rule, regulation, or principle of common law or equity that provides that a release does not extend to claims or causes of action that the claimant does not know or suspect to exist in its favor at the time of providing the release or that may in any way affecting, concerning limit the effect or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence scope of the dealings among releases with respect to released claims or causes of action that such party did not know or suspect to exist in such party’s favor at the parties up to and including time of providing the date on release, which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim in each case if known by it against the Released Parties or of any facts or acts or omissions of the Released Parties may have materially affected its agreement hereunder, including, without limitation, California Civil Code § 1542, which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.provides:

General Release. Each Borrower By their signatures below, Bxxxxxxx and Guarantor may have certain Claims Guarantor: (as hereinafter defineda) against the Released Parties (as hereinafter defined) regarding or relating confirm their consent to the Loan Agreement foregoing, (b) acknowledge that Bank has no further obligations or liabilities to Borrower or Guarantor upon Bank's receipt of the other Financing Agreements. AgentPayoff Amount, Lenders, Borrowers except in releasing and Guarantors desire to resolve each and every one of such Claims returning all collateral in conjunction accordance with the execution terms of this Amendment letter agreement, and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein(c) hereby remises, each Borrower and Guarantor hereby fully and unconditionally releases releases, acquits, satisfies and forever discharges Agent and each Lender and their respective directorsBank, its agents, employees, officers, employeesdirectors, subsidiariespredecessors, branches, affiliates, attorneys, agents, representatives, successors and assigns attorneys and all persons, firms, corporations and organizations others acting or purporting to act on any behalf of their behalves (collectively, or at the “Released Parties”)direction of Bank, of and from any and all claims, allegationsmanner of actions, causes of action, costs suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, claims and demands whatsoever, in law or demands and liabilitiesin equity, which any of whatever kind such parties ever had, now has or, to the extent arising from or naturein connection with any act, from the beginning omission or state of the world facts taken or existing on or prior to the date hereof, against Bank, their agents, employees, officers, directors, attorneys and all persons acting or purporting to act on which this Amendment is executedbehalf of or at the direction of Bank ("Bank Releasees"), whether known for, upon or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act matter, cause or omission on thing whatsoever through the part date hereof. Without limiting the generality of the Released Partiesforegoing, Bxxxxxxx and Guarantor each waive and affirmatively agree not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims, claims, causes of themaction, occurring setoffs or other rights they do, shall or may have as of the date hereof, including, but not limited to, the rights to contest any conduct of Bank or other Releasees on or prior to the date on which this Amendment is executedhereof. By its signature below, including on account of or in any way affectingBank: (a) confirms its consent to the foregoing, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or (b) acknowledges that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has each have no knowledge of any claim by it against the Released Parties further obligations or of any facts or acts or omissions liabilities to Bank upon Bank's receipt of the Released Parties Payoff Amount, except for the Contingent Obligations, and (c) hereby remises, releases, acquits, satisfies and forever discharges Borrower and Guarantor, their agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of Borrower or Guarantor, of and from any and all manner of actions, causes of action, suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, claims and demands whatsoever, in law or in equity, which any of such parties ever had, now has or, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof would be hereof, against Borrower or Guarantor, their agents, employees, officers, directors, attorneys and all persons acting or purporting to act on behalf of or at the basis direction of a claim by such Borrower or Guarantor against ("Borrower/Guarantor Releasees"), for, upon or by reason of any matter, cause or thing whatsoever through the Released Parties date hereof. Without limiting the generality of the foregoing, Bank waives and affirmatively agrees not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights it does, shall or may have as of the date hereof, including, but not limited to, the rights to contest any conduct of Borrower or Guarantor or other Borrower/Guarantor Releasees on or prior to the date hereof, except related to the Contingent Obligations. Each of the parties hereby waives California Civil Code § 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." On the date hereof, each of the parties also shall be deemed to waive any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or country in the world, or principle of common law, which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimssimilar, comparable or equivalent to California Civil Code § 1542.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, the Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution consummation of the transactions contemplated by this Amendment and thus each Borrower and Guarantor makes the release contained in this SectionSection 6. In consideration of Agent’s 's and Lenders’ ' entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “"Released Parties”"), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world up to and including the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including Amendment, the date on which this Amendment is executedLoan Agreement or any of the other Financing Agreements, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up arising from, in connection with or related to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “"Claims”"). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower ​ I, Xxxxx Xxxxxx, in consideration of and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating subject to the Loan Agreement or performance by Trinseo Europe GmbH (together with its affiliates, the other Financing Agreements. Agent“Company”), Lendersof its obligations under the Separation Agreement, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with dated 21 October 2021 (the execution of this Amendment and thus each Borrower and Guarantor makes the “Agreement”), do hereby release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent discharge as of the date hereof the Company and each Lender its respective Affiliates and their respective all present, former and future directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns of the Company and all persons, firms, corporations its Affiliates and organizations acting on any of their behalves direct or indirect owners (collectively, the “Released Parties”)) to the extent provided below. The Released Parties are intended third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement. I understand that the severance, outplacement and other benefits paid or granted to me, and any other accommodations received, under the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates. Except for the payments provided for in the Agreement, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, allegationssuits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, pu­nitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or demands liabilities of any nature whatsoever in law and liabilitiesin equity, of whatever kind or nature, from the beginning of the world to both past and present (through the date on which this Amendment is executed, General Release becomes effective and enforceable) and whether known or unknown, liquidated suspected, or unliquidated, fixed claimed against the Company or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against any of the Released Parties by reason of any act or omission on the part of the Released Partieswhich I, my spouse, or any of themmy heirs, occurring prior to the date on executors, administrators or assigns, may have, which this Amendment is executed, including on account of or in any way affecting, concerning or arising arise out of or founded upon this Amendment up to and including the date on which this Amendment is executedare connected with my employment with, including all such loss or damage of any kind heretofore sustained my separation or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loanstermination from, the Obligations, the Loan Agreement or any of the other Financing Agreements Company (collectively, all of the foregoing are collectively referred to herein as the “Claims”). Each Borrower I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by the Agreement. I agree that this General Release does not waive or release any rights or claims that I may have which arise after the date I execute this General Release. I acknowledge and Guarantor represents agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action. I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and warrants any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving any right to the benefits or claims provided for in the Agreement. In signing this General Release, I acknowledge and intend that it has no knowledge shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any claim pending Claim as of the execution of this General Release. I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by it the Company, any Released Party or myself of any improper or unlawful conduct. I agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses of defending against the suit incurred by the Released Parties Parties, including reasonable attorneys’ fees. I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone. The Company agrees to disclose any such information only to any tax, legal or other counsel of the Company or as otherwise required by law. Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any governmental entity. I hereby acknowledge that Sections 9, 11 through 15, 21 through 23 and 25 of the employment agreement between Trinseo Europe GmbH and me dated 3 June 2019 shall survive my execution of this General Release. I represent that I am not aware of any Claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or acts different than those which I now know or omissions believe to exist with respect to the subject matter of the release set forth in this General Release and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Parties which on Party of the Agreement after the date hereof would hereof. Whenever possible, each provision of this General Release shall be the basis interpreted in, such manner as to be effective and valid under applicable law, but if any provision of a claim by this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such Borrower invalidity, illegality or Guarantor against the Released Parties which is unenforceability shall not released herebyaffect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT: ​

General Release. Each of the Guarantor and the Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully absolutely and unconditionally releases and forever discharges Agent the Lender, and each Lender any and their all of its respective participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors agents and assigns and all persons, firms, corporations and organizations acting on employees of any of their behalves the foregoing (collectively, the each a “Released PartiesParty”), of and from any and all claims, allegations, demands or causes of actionaction of any kind, costs nature or demands and liabilitiesdescription, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which the Guarantor and/or the Borrower has had, now has or has made claim to have against any such person for or by reason of whatever kind any act, omission, matter, cause or nature, thing whatsoever arising from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up time to and including the date on which of this Amendment is executedfor or on account of, including all such loss or damage of in relation to, or in connection with any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement Documents or any of the other Financing Agreements (collectivelytransactions thereunder or related thereto, all whether such claims, demands and causes of action are matured or unmatured or known or unknown. It is the intention of the foregoing are Guarantor and the Borrower in providing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specified, and in furtherance of this intention it waives and relinquishes all rights and benefits under any applicable law which provides that: “Claims”). 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 might have materially affected his settlement with the debtor.” Each Borrower of the Guarantor and Guarantor represents the Borrower, on behalf of itself and warrants its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it has no knowledge will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by it against the Guarantor and/or the Borrower pursuant to the above release. If the Guarantor and/or the Borrower or any of its successors, assigns or other legal representatives violates the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Released Parties or Party may sustain as a result of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim such violation, all reasonable attorneys’ fees and costs incurred by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes Party as a full and complete release result of all Claimssuch violation.

General Release. Each Borrower FOR GOOD AND VALUABLE CONSIDERATION, the receipt and Guarantor may have certain Claims (as hereinafter defined) against adequacy of which are hereby acknowledged, the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent undersigned and each Lender of them (collectively “Releasor”) hereby forever releases, discharges and their respective acquits ENGS COMMERCIAL CAPITAL, LLC (“Releasee”), its parent, directors, officersshareholders, agents and employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claimsclaims of every type, allegationskind, causes nature, description or character, and irrespective of actionhow, costs why, or demands and liabilitiesby reason of what facts, whether heretofore existing, now existing or hereafter arising, or which could, might, or may be claimed to exist, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedname, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length, to the extent that they arise out of or contingentare in way connected to or are related to that certain Factoring and Security Agreement dated________________. Releasor agrees that the matters released herein are not limited to matters which are known or disclosed, asserted and the Releasor waives any and all rights and benefits which it now has, or unassertedin the future may have. Releasor acknowledges that factual matters now unknown to it may have given or may hereafter give rise to Claims which are presently unknown, foreseen or unforeseen, matured or unmatured, suspected or unanticipated and unsuspected, anticipated and it acknowledges that this Release has been negotiated and agreed upon in light of that realization and that it nevertheless hereby intends to release, discharge and acquit the Releasee from any such unknown Claims. Acceptance of this Release shall not be deemed or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against construed as an admission of liability by any party released. In the Released Parties by reason event of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or litigation arising out of or founded upon related to this Amendment up Release, the prevailing party shall recover its reasonable attorney’s fees and expenses from the unsuccessful party. It shall be presumed (subject to rebuttal only by the introduction of competent evidence to the contrary) that the amount recoverable is the amount billed to the prevailing party by its counsel and including that such amount will be reasonable if based on the billing rates charged to the prevailing party by its counsel in similar matters. Releasor acknowledges that either (a) it has had advice of counsel of its own choosing in negotiations for and the preparation of this release, or (b) it has knowingly determined that such advice is not needed. DATED: Entity Releasor: Eastside Distilling, Inc. By: Name: Title: EXHIBIT 1.28. Engs Commercial Capital, LLC 3000 Xxxxxxxxxx Xxxxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Re: Factoring And Security Agreement Dated__________________(the “Agreement”) Ladies and Gentlemen: Please be advised that we are exercising our option to terminate the Agreement on __(date on which to be supplied in original) and this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as shall be the Early Termination Date set forth in the Agreement. As a consequence of such election, we are obligated to pay to you the dealings among Early Termination Fee as set forth in the parties up to and including the date on which this Amendment is executedAgreement. Very truly yours, including the administration or enforcement of the LoansEastside Distilling, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.Inc. By: Title:

General Release. Each Borrower In return for the promises in Section 3 above, I, on my own behalf, and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agenton behalf of my heirs, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneysgrantees, agents, representatives, successors devisees, trustees, assigns, assignors, attorneys, and assigns any other entities or persons in which I have an interest (collectively “Releasors”) hereby release and forever discharge Company and each of its past and present agents, employees, representatives, officers, directors, members, managers, attorneys, accountants, insurers, advisors, consultants, assigns, successors, heirs, predecessors in interest, joint ventures, affiliates, subsidiaries, parents, and commonly-controlled entities (collectively “Releasees”) from all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsliabilities, causes of action, costs or demands charges, complaints, suits, claims, obligations, costs, losses, damages, rights, judgments, attorneys’ fees, expenses, bonds, bills, penalties, fines, and liabilities, all other legal responsibilities of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedany form whatsoever, whether known or unknown, liquidated whether suspected or unliquidatedunsuspected, whether fixed or contingent, asserted liquidated or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have unliquidated that I had or hereafter claims may claim to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executedReleasees, including on account of or in any way affectingCompany, concerning or arising out of or founded upon this Amendment up to through and including the date on which this Amendment Agreement is executedexecuted by me, including any and all such loss claims arising under any theory of law, whether common, constitutional, statutory or damage other of any kind heretofore sustained jurisdiction, foreign or that domestic, whether known or unknown, whether in law or in equity, which I had or may arise as a consequence of the dealings among the parties up claim to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement have against Company or any of the other Financing Agreements Releasees. This general release is intended to have the broadest possible application and releases any tort, contract, common law, constitutional, statutory, and other type of claim I had or may claim to have against Company and/or any of the other Releasees. This general release also includes, but is not limited to, (collectivelyi) all claims of any kind related to my employment with, compensation by and separation from Company, as well as (ii) all claims relating to any acts or omissions occurring prior to or on the date of this Agreement between me and Company as well as between me and any of the other Releasees. Releasors specifically release, among other things, claims under all applicable state and federal laws of any kind, including, but not limited to, any claims based on age, sex, pregnancy, race, color, national origin, marital status, religion, veteran status, disability, sexual orientation, medical condition, or other anti-discrimination laws of any type, including, without limitation, Title VII of the Civil Rights Act of 1964 as amended, the Age Discrimination in Employment Act (Title 29, United States Code, Sections 621, et seq.) (“ADEA”), the Americans with Disabilities Act, the Fair Labor Standards Act, the Family Medical Leave Act, the California Fair Employment and Housing Act, the California Workers’ Compensation Act, the California Labor Code, including sections 200, et seq., 970 and 132a, the California Civil Code, and the California Constitution, any other federal or state statutory claims of any kind whatsoever, and all common law claims of any kind, whether arising in tort or contract. If any governmental agency should assume jurisdiction over any claim, charge or complaint arising out of my employment with Company, Releasors also waive the right to recover damages or any other remedy as a result of such claim, charge, or complaint. I acknowledge and agree that, following the payment of the Severance Amount and delivery of any other benefits set forth in Section 3 of this Agreement, Company as well as all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has other Releasees have no knowledge other liabilities or obligations to me of any kind or nature whatsoever to me and the Releasors, including, without limitation, no liabilities or obligations owed to me in connection with or relating to my employment with Company. I represent and warrant that I am not a plaintiff or party to any suit, arbitration, action, or administrative proceeding in which Company or any of the other Releasees is a party. I also agree and promise that I will not file any suit, arbitration, action, or administrative claim, charge or any other type of action against Company or any of the other Releasees asserting any of the matters released herein. I further agree not to prosecute, nor allow to be prosecuted on my behalf, in any administrative agency, whether state or federal, or in any court, whether state or federal, any claim by it against the Released Parties or demand of any facts or acts or omissions type related to the matters released herein, it being my intention that with the execution of this release, Company and all of the Released Parties which on other Releasees will be absolutely, unconditionally and forever discharged of and from all liabilities and obligations to me and the date other Releasors, except as set forth in Section 3 of this Agreement. Notwithstanding any provision hereof would to the contrary, neither I nor any of the Releasors is releasing, and this Agreement shall not be construed to release, any claims I or any of the basis Releasors have or may have in respect of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release obligations of all ClaimsCompany to perform this Agreement.

General Release. Each Borrower The Agents, the Lenders and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors Parties desire to resolve each and every one of any Claims (as such Claims term is defined below) that the Loan Parties may have (if any) in conjunction with the execution of this Amendment and thus each Borrower and Guarantor Loan Party makes the release contained in this Section. In consideration of Agent’s Agents’ and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower Loan Party, for itself and Guarantor on behalf of its successors, assigns, limited partners, general partners, investors, Subsidiaries, shareholders, trustees, officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through, it, hereby fully and unconditionally releases releases, remises and forever discharges Agent each Agent, each Lender, their respective Affiliates and Related Funds, and each Lender and of their respective successors in title, past, present and future directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all personsPersons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, suits, Liens, lawsuits, adverse consequences, damages, losses, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, obligations, costs or demands and liabilities, of whatever kind or naturenature (whether in law, in equity or otherwise), from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, direct or indirect or derivative, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor Loan Parties has, had, claims to have had or hereafter claims to have against the Released Parties (other than those claims directly resulting from the gross negligence or willful misconduct of such Released Party as determined in a final judgment by a court of competent jurisdiction) by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including without limitation on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including without limitation all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including to the administration or enforcement of extent relating to the Loans, the Obligations, the Loan Financing Agreement or any of the other Financing Agreements Loan Documents, including the administration and enforcement thereof (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor Loan Party represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor Loan Party against the Released Parties relating to the Loans, the Obligations, the Financing Agreement or any of the other Loan Documents, including the administration and enforcement thereof, which is not released hereby. Each Borrower and Guarantor Loan Party represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s this Agreement and Lenders’ entering into this Amendment full payment of the Purchase Price, except for (i) MRG's continuing obligation to indemnify Greenberg or Goldberg as reqxxxxx xx applxxxxxx Xaw; and agreeing (ii) Targets' obligations to repay to Sellers the substantial concessions as set forth hereinamounts owing under the Seller Loans, if at all (subject to and in accordance with Section 7.9), each Borrower and Guarantor Seller hereby fully and unconditionally releases releases, acquits, and forever discharges Agent the Targets, all Affiliates, and each Lender any officer, manager, director, fiduciary, agent, employee, representative or attorney of any Target or any Affiliate, and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, any successors and assigns and all persons, firms, corporations and organizations acting on of any of their behalves the foregoing (collectively, collectively the “"Released Parties”"), of from and from against any and all claims, allegationsliabilities, obligations, promises, agreements, controversies, damages, suits, rights, demands, costs, losses, debts, expenses, or causes of actionaction of any kind whatsoever, costs based upon any theory of federal, state or local statutory, regulatory or common law, and any and all claims and demands and liabilities, of whatever kind or naturecharacter, from the beginning of the world to the date on which this Amendment is executedwhether vicarious, derivative, or direct, whether fixed, contingent or liquidated, or whether known or unknown, liquidated that may be or unliquidatedcould have been asserted, fixed with respect to such Seller's investment in any Target. Each Seller (a) makes this waiver and release with full knowledge that it may be releasing presently unknown or contingentunsuspected claims, asserted or unasserted(b) has had the opportunity to be advised by its independent legal counsel with respect to, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipatedand is familiar with Section 1542 of the California Civil Code, which such Borrower or Guarantor hasprovides as follows: "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, hadWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR", claims to and (c) expressly waives any and all rights which it may have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part under Section 1542 of the Released PartiesCalifornia Civil Code, or any other state or federal statute, regulation or common law principle of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimssimilar effect.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the terms and Lenders’ entering into this Amendment conditions of the Plan of Exchange by and agreeing to the substantial concessions between iSecureTrac Corp. and Tracking Systems Corporation dated as set forth hereinof August __, each Borrower and Guarantor 2003, I, a shareholder of Tracking Systems Corporation owning __________ shares, hereby fully and unconditionally releases forever release and forever discharges Agent discharge each of Tracking Systems Corporation and the Controlling Shareholders, and each Lender and of their respective directors, officers, employees, subsidiariesspouses, branchesshareholders, affiliatesmembers, partners, attorneys, accountants, agents, representativessuccessors, successors assigns, heirs, legatees and assigns and all persons, firms, corporations and organizations acting on any of their behalves representatives (collectively, the “"Released Parties”"), and each of them, of and from any and all claims, allegationsmanner of actions, causes of action, costs or demands and claims, demands, costs, damages, liabilities, losses, obligations, expenses and compensation of whatever kind any nature whatsoever in law or naturein equity, from known and unknown, including, but not limited to, those asserted or which could have been asserted against each other with respect to all claims, disputes and differences between them, including, but not limited to, those asserted or which could have been asserted in connection with the beginning Tracking Systems Corporation shares or otherwise (the "Released Claims"). This General Release is and shall be, a release of the world to the date on which this Amendment is executedall claims, whether known or unknown. I acknowledge that I may hereafter discover facts in addition to or different from those which I now believe to be true with respect to the subject matter of the disputes and other matters herein released, liquidated but agree that the releases herein given shall be and remain in effect as full and complete general releases notwithstanding the discovery or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason existence of any act such additional or omission different facts, of which I expressly assume the risk. It is understood and agreed that this General Release constitutes a compromise of disputed claims, and that neither this General Release nor any consideration given hereunder, concurrently herewith, or pursuant hereto, is to be advocated or construed as an admission of any liability on the part of the Released Partiesany party hereto. I hereto acknowledge and represent that I: (i) have fully and carefully read this General Release prior to its execution, (ii) have been, or have had the opportunity to be, fully appraised by my attorney of the legal effect and meaning of this document and all the terms and conditions hereof, (iii) have had the opportunity to make whatever investigation or inquiry deemed necessary or appropriate in connection with the subject matter of this General Release, (iv) have been afforded the opportunity to negotiate as to any of themand all terms hereof, occurring prior to the date on which and (v) am executing this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise General Release as a consequence of the dealings among the parties up to free and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”voluntary act. Date ---------------------- --------------------------- Signature --------------------------- Signature --------------------------- Print Name(s) --------------------------- Print Name(s). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. (a) Each Borrower of Miller, the Miller Trust and Guarantor may have certain Claims CATS (as hereinafter definedeach a "Miller Releasing Party") against the Released Parties (as hereinafter defined) regarding or relating hxxxxx uncondxxxxxxlly and irrevocably releaxxx xxd forever discharges, to the Loan Agreement or fullest extent permitted by applicable law, the other Financing Agreements. AgentCompany, LendersAWI, Borrowers AES and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent Invatec and each Lender and of their respective directorssubsidiaries, affiliates, officers, directors, employees, subsidiariesagents and counsel other than Miller, branches, affiliates, attorneys, agents, representatives, successors the Miller Trust and assigns and all persons, firms, corporations and organizations acting on any of their behalves CATS (collectively, the “"AWI Released Parties”)Paxxxxx") from xxx xnd all debts, of and from any and all liabilities, obligations, claims, allegationsdemands, actions or causes of action, costs suits, judgments or demands and liabilitiescontroversies of any kind whatsoever (collectively, "Claims") against the AWI Released Parties, or any of whatever kind them, that arises out of or natureis based on any act or failure to act (INCLUDING ANY ACT OR FAILURE TO ACT THAT CONSTITUTES ORDINARY OR GROSS NEGLIGENCE OR RECKLESS OR WILLFUL, from the beginning of the world WANTON MISCONDUCT), misrepresentation, omission, transaction, fact, event or other matter occurring prior to the date hereof (whether based on which this Amendment is executedany governmental requirement or right of action, whether known at law or unknown, liquidated in equity or unliquidated, fixed or contingent, asserted or unassertedotherwise, foreseen or unforeseen, matured or unmatured, suspected known or unsuspectedunknown, anticipated accrued or unanticipatednot accrued) (collectively, "Miller Pre-settlement Matters"), including without limitation: (i) clxxxx xy the Miller Releasing Party with respect to repayment of loans or indebtedxxxx; (ii) any rights, titles and interests in, to or under any agreements, arrangements or understandings to which such Borrower or Guarantor hasthe Miller Releasing Party is a party; and (iii) claims by the Miller Relxxxxxx Party with respect to dividends, had, claims to have had or hereafter claims to have against the Released Parties by reason violation of any act or omission on the part of the Released Partiespreempxxxx xights, or any payment of them, occurring prior to the date on which this Amendment is executed, including on account of salaries or other compensation or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including in connection with the date on which this Amendment is executedMiller Releasing Party's employment, including all such loss if any, with the Company or damage any xx xxx subsidiaries, the cessation of any kind heretofore sustained that employment, the Miller Releasing Party's status, if any, as an officer, director or that may arise as a consequence sxxxxxxlder of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration Company or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”)otherwise. Each Borrower and Guarantor represents and warrants that it has no knowledge of Miller Releasing Party further agrees not to file or bring any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be litigaxxxx xn the basis of a claim by such Borrower or Guarantor respecting any Claim concerning any Miller Pre-settlement Matter against any AWI Released Party. Notwithsxxxxxxg anything to the Released Parties which is contrary contained in this Section 12(a), this Section 12 (a) shall not released hereby. Each Borrower and Guarantor represents and warrants that affect the foregoing constitutes a full and complete release rights of all Claimsany Miller Releasing Party under this Agreement, the Voting Trust Agreemexx, xxe Stock Purchase Agreement or, except as specifically provided herein, the Shareholders' Agreement.

General Release. Each Borrower I/We, the undersigned, voluntarily accept for adoption a Westie from WRAP and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating agree to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of be solely responsible for this Amendment and thus each Borrower and Guarantor makes the release contained in this SectionWestie. In consideration of Agent’s the receipt of this Westie known as: I/We, the undersigned, voluntarily and Lenders’ entering into knowingly execute this Amendment Contract and agreeing to General Release with the substantial concessions expressed intention of affecting the extinguishment of obligations as set forth hereinherein designated. I/We, each Borrower the undersigned, with the intention of binding themselves, their heirs, executors, administrators and Guarantor assigns, do hereby fully expressly release, discharge, indemnify and unconditionally releases hold harmless WRAP, and forever discharges Agent both individually and each Lender as officers, directors, or members of the aforesaid organizations and their respective directorsheirs, officersexecutors, employeesadministrators, subsidiariesand assigns, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsliability, causes damages, costs, expenses, loss of actionservice, costs demands, actions, judgments and executions which the undersigned ever had, or demands and liabilitieshas, of whatever kind or naturemay have, from or which the beginning heirs, executors, administrators, or assigns of the world to the date on which this Amendment is executed, whether known undersigned may have or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims claim to have against the Released Parties WRAP, and those specifically named above, created by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of any damage or founded upon this Amendment up injury, including but not limited to both personal and including property injury or damage, caused by the conduct of the above named Westie on or after the date on which of this Amendment is executedadoption. THE UNDERSIGNED FURTHER UNDERSTANDS THAT, including all such loss FOR IF ANY REASON THIS ADOPTION DOES NOT WORK OUT TO THE MUTUAL BENEFIT OF THE DOG AND THE UNDERSIGNED, THE DOG MUST BE RETURNED TO WRAP. I/We understand that non-compliance with any or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are terms of this agreement gives the “Claims”). Each Borrower Westie Rescue and Guarantor represents and warrants that it has no knowledge Placement of any claim by it against Northern California the Released Parties or of any facts or acts or omissions right to reclaim this West Highland White Terrier without refund of the Released Parties which on adoption fee. I/We, the date hereof would be undersigned, have read this Contract and General Release and the basis Conditions of a claim Adoption that are contained herein, accept, understand the terms and agree to abide by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower all of these terms and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimshereby voluntarily accept this heretofore mentioned Westie.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the Upon full execution of the Retention Agreement (the “Retention Agreement”) dated January 17, 2006 by and between Xxxxx X. Xxxxxxxxx Company (the “Company”) and Xxxxxxx X. Xxxxxxx (the “Employee”), the Employee pursuant to this Amendment and thus each Borrower and Guarantor makes the release contained in General Release (this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally “Release”) releases and discharges forever discharges Agent the Company and each Lender of its subsidiaries and affiliates, and each of their respective current and former directors, officers, boards, administrators, shareholders, employees, subsidiaries, branches, affiliates, attorneys, agentsagents and representatives, representativespredecessors, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Company Parties”), of and from any and all as the case may be, of and against all liabilities, claims, allegations, causes of action, costs or demands charges, complaints, obligations, costs, losses, damages, injuries, attorneys’ fees and liabilitiesother legal responsibilities, of whatever any form, any kind and character whatsoever, whether legal, contractual, statutory or nature, from the beginning of the world to the date on which this Amendment is executedequitable in nature or otherwise, whether known or unknown, liquidated suspected or unliquidatedunsuspected, direct or indirect, absolute, fixed or contingent, asserted that Employee now owns, holds, has or unassertedclaims to have, foreseen or unforeseenowned at any time, matured held, had or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims claim to have had or hereafter claims may come to own, hold, have or claim to have against the Released Company Parties by reason arising out of any act matter or omission on thing done, omitted to be done or suffered to be done by the part of the Released PartiesEmployee, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on hereof, specifically including, without limitation, matters arising out of or in connection with the Employee’s employment by and with the Company. Pursuant to the terms and conditions of this Release, the Employee hereby knowingly, voluntarily and expressly waives and relinquishes any and all rights and benefits that he may have under Section 1542 of the California Civil Code, or under any similar provision of law of any state or territory of the United State or any other jurisdiction and under any similar or analogous principle of common law, relating to his employment by and with the Company. The Employee expressly understands and acknowledges that Section 1542 of the California Civil Code provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially affected his settlement with the debtor.” The Employee further agrees and acknowledges that this Amendment is executed, including waiver of all rights and similar benefits under such Section 1542 and under any similar statutes of any other jurisdiction (to the fullest extent that the Employee may lawfully waive all such loss rights and benefits with respect to the subject matter of this Release) are essential and material terms of this Release, without which the consideration given pursuant to the Retention Agreement by the Company would not have been given. The Employee represents, warrants and agrees that he has received, or damage has fair and ample opportunity to receive, independent legal advice from his attorney with respect to the advisability of executing this Release. Each of the Employee and the Company expressly acknowledges and agrees that this Release represents a release of potential claims and is not, in any respect, nor for any purpose, to be deemed or construed to be an admission or concession of any kind heretofore sustained liability or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or wrongdoing by any of the other Financing Agreements (collectively, all Company Parties whatsoever or of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge existence of any claim by it against claim. This Release shall be construed and enforced in accordance with, and governed by, the Released Parties or of any facts or acts or omissions internal, substantive laws of the Released Parties which on State of California. Any lawsuits filed to enforce any provision of this Release by either the date hereof would Employee or the Company shall be filed in the basis Superior Court for the State of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release California, County of all ClaimsLos Angeles.

General Release. Each Borrower FOR GOOD AND VALUABLE CONSIDERATION, the receipt and Guarantor may have certain Claims (as hereinafter defined) against adequacy of which are hereby acknowledged, the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent undersigned and each Lender of them (collectively “Releasor”) hereby forever releases, discharges and their respective acquits Midland American Capital Corporation (“Releasee”), its parent, directors, officersshareholders, agents and employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claimsclaims of every type, allegationskind, causes nature, description or character, and irrespective of actionhow, costs why, or demands and liabilitiesby reason of what facts, whether heretofore existing, now existing or hereafter arising, or which could, might, or may be claimed to exist, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedname, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length, to the extent that they arise out of or contingentare in way connected to or are related to that certain Factoring and Security Agreement dated March ____, asserted 2013. Releasor agrees that the matters released herein are not limited to matters which are known or unasserteddisclosed, foreseen and the Releasor waives any and all rights and benefits which it now has, or unforeseenin the future may have. Releasor acknowledges that factual matters now unknown to it may have given or may hereafter give rise to Claims which are presently unknown, matured or unmatured, suspected or unanticipated and unsuspected, anticipated and it acknowledges that this Release has been negotiated and agreed upon in light of that realization and that it nevertheless hereby intends to release, discharge and acquit the Releasee from any such unknown Claims. Acceptance of this Release shall not be deemed or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against construed as an admission of liability by any party released. In the Released Parties by reason event of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or litigation arising out of or founded upon related to this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the LoansRelease, the Obligations, prevailing party shall recover its reasonable attorney’s fees and expenses from the Loan Agreement or any unsuccessful party. It shall be presumed (subject to rebuttal only by the introduction of competent evidence to the other Financing Agreements contrary) that the amount recoverable is the amount billed to the prevailing party by its counsel and that such amount will be reasonable if based on the billing rates charged to the prevailing party by its counsel in similar matters. Releasor acknowledges that either (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that a) it has no knowledge had advice of any claim by counsel of its own choosing in negotiations for and the preparation of this release, or (b) it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by has knowingly determined that such Borrower or Guarantor against the Released Parties which advice is not released herebyneeded. Each Borrower and Guarantor represents and warrants that DATED: ___________________ BioZone Laboratories, Inc. CONTRACT EXHIBIT By: Printed Name: Title: Chief Executive Officer WIRE AND ACH TRANSFER AUTHORIZATION MIDLAND AMERICAN CAPITAL CORPORATION is hereby authorized to transfer money via wire or automated clearing house transmission into the foregoing constitutes a full and complete release of all Claimsaccount specified below. (Please fill-in information requested.) BANK: ADDRESS: CITY, STATE, ZIP: ROUTING (ABA) NO.: ACCOUNT NO.: BioZone Laboratories, Inc. By: _______________________________ Date: ________________ Exxxxx Xxxx Chief Executive Officer EXHIBIT 1.14

General Release. Each Borrower FOR GOOD AND VALUABLE CONSIDERATION, the receipt and Guarantor may have certain Claims (as hereinafter defined) against adequacy of which are hereby acknowledged, the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent undersigned and each Lender of them (collectively “Releasor”) hereby forever releases, discharges and their respective acquits Access Business Finance, LLC (“Releasee”), its parent, directors, officersshareholders, agents and employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claimsclaims of every type, allegationskind, causes nature, description or character, and irrespective of actionhow, costs why, or demands and liabilitiesby reason of what facts, whether heretofore existing, now existing or hereafter arising, or which could, might, or may be claimed to exist, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedname, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingenteach as though fully set forth herein at length, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account extent that they arise out of or are in any way affectingconnected to or are related to that certain Loan and Security Agreement dated September 1, concerning 2009. Releasor agrees that the matters released herein are not limited to matters that are known or arising out disclosed. Releasor acknowledges that factual matters now unknown to it may have given or may hereafter give rise to Claims which are presently unknown, unanticipated and unsuspected, and it acknowledges that this Release has been negotiated and agreed upon in light of or founded upon this Amendment up to that realization and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it nevertheless hereby intends to release, discharge and acquit the Releasee from any such unknown Claims. Acceptance of this Release shall not be deemed or construed as an admission of liability by any party released. Releasor acknowledges that either (a) it has no knowledge had advice of any claim by counsel of its own choosing in negotiations for and the preparation of this release, or (b) it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by has knowingly determined that such Borrower or Guarantor against the Released Parties which advice is not released herebyneeded. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.DATED: Entity Releasor: eMagin Corporation By: _________________________ Name: _______________________ Title: _______________________

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent Debtor and each Lender Guarantor, and each of their respective successors, assigns, directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves agents (collectively, the “Releasing Parties”), fully, finally, and forever releases and discharges Bank and its representatives together with Bank’s respective successors, assigns, directors, officers, employees, agents (collectively, “Released Parties”), of and ) from any and all claims, allegationsactions, causes of action, costs or demands claims, debts, demands, liabilities, obligations, and liabilitiessuits, of whatever kind or nature, from in law or equity arising under or in a manner in connection with the beginning of Borrower Loan or Borrower Loan Documents, that Releasing Parties have or in the world to the date on which this Amendment is executedfuture may have, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which of this Amendment Agreement. It is executed, including on account the intention of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including Releasing Parties that the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise above release shall be effective as a consequence full and final release of each and every matter specifically and generally referred to above. Each Releasing Party acknowledges and represents that it, he or she has been advised by independent legal counsel with respect to the dealings among agreements contained herein and with respect to the parties up provisions of California Civil Code Section 1542, which provides as follows: “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 THE SETTLEMENT WITH THE DEBTOR.” Each Releasing Party, being aware of said code section, expressly waives any and all rights it, he or she may have thereunder, as well as under any other statute or common law principle of similar effect, with respect to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”)matters released herein. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of This general release shall act as a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.included claims, rights and causes of action, whether such claims are currently known, unknown, foreseen or unforeseen and regardless of any present lack of knowledge as to such claims. Each Releasing Party understands and acknowledges the significance and consequence of this waiver of California Civil Code Section 1542, and hereby assumes full responsibility for any injuries, damages, losses or liabilities released herein. Borrower’s Initials: Guarantor’s Initials

General Release. Each Borrower For valuable consideration, the receipt and Guarantor may have certain Claims (as hereinafter defined) against adequacy of which are hereby acknowledged, the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the undersigned does hereby release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent discharge the “Releasees” hereunder, consisting of System1, Inc., a Delaware corporation (the “Company”) and each Lender and their respective of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns lawyers, insurers, and all personspersons acting by, firmsthrough, corporations and organizations acting on under or in concert with them, or any of their behalves (collectively, the “Released Parties”)them, of and from any and all claimsmanner of action or actions, allegations, cause or causes of action, costs in law or demands and liabilitiesin equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of whatever kind or natureany nature whatsoever, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipatedcontingent (hereinafter called “Claims”), which such Borrower the undersigned now has or Guarantor has, had, claims to have had or may hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released PartiesReleasees, or any of them, occurring prior by reason of any matter, cause, or thing whatsoever from the beginning of time to the date on which this Amendment is executedhereof (the “General Release”). The Claims released herein include, including on account without limiting the generality of or the foregoing, any Claims in any way affecting, concerning or arising out of, based upon, or related to that certain Transition & Advisory Services Agreement dated October 31, 2022 or termination thereof, and Advisor’s provision of or founded upon this Amendment up to and including the date on which this Amendment is executedservices thereunder. THE UNDERSIGNED ACKNOWLEDGES THAT SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executedWHICH PROVIDES AS FOLLOWS: “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, including the administration or enforcement of the LoansWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, the ObligationsBEING AWARE OF SAID CODE SECTION, the Loan Agreement or any of the other Financing Agreements (collectivelyHEREBY EXPRESSLY WAIVES ANY RIGHTS SHE MAY HAVE THEREUNDER, all of the foregoing are the “Claims”)AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. Each Borrower and Guarantor The undersigned represents and warrants that it there has been no knowledge assignment or other transfer of any claim interest in any Claim which he may have against Releasees, or any of them, and the undersigned agrees to indemnify and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by it Releasees, or any of them, as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against the Released Parties undersigned under this indemnity. Nothing in this Release or any other agreement by and between the Company and Advisor shall prohibit or restrict Advisor from (i) voluntarily communicating with an attorney retained by Advisor; (ii) voluntarily communicating with any law enforcement, government agency, including the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission, or a state or local commission on human rights, or any self-regulatory organization regarding possible violations of law, in each case without advance notice to the Company, or otherwise initiating, testifying, assisting, complying with a subpoena from, or participating in any manner with an investigation conducted by such government agency; (iii) recovering a SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934; (iv) disclosing any confidential information to a court or other administrative or legislative body in response to a valid and enforceable subpoena, provided that Advisor first promptly notifies and provides the Company with the opportunity to seek, and join in its efforts at the sole expense of the Company, to challenge the subpoena or obtain a protective order limiting its disclosure, or other appropriate remedy; (v) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Advisor has reason to believe is unlawful; or (vi) filing or disclosing any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which Advisor may be entitled. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against Releasees, or any of them, any of the Claims released hereunder, then the undersigned agrees to pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all attorneys’ fees incurred by Releasees in defending or otherwise responding to said suit or Claim, solely to the extent permitted by law. Exhibit B The undersigned further understands and agrees that neither the value provided nor the execution of this Release shall constitute or be construed as an admission of any facts liability whatsoever by the Releasees, or acts or omissions any of them, who have consistently taken the Released Parties which on position that they have no liability whatsoever to the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsundersigned.

General Release. Each Borrower Borrower, on behalf of itself and Guarantor may have certain Claims on behalf of its Subsidiaries, successors, assigns, legal representatives and financial advisors (as hereinafter defined) against collectively, the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent“Releasing Parties”), Lendershereby releases, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases acquits and forever discharges Agent Agent, the Lenders and each Lender and of their respective past and present directors, officers, employees, subsidiariesagents, branchesattorneys, affiliates, attorneyspredecessors, agentssuccessors, representatives, successors administrators and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), ) of and from any and all claims, allegationsactions, causes of action, costs or demands demands, rights, damages, costs, loss of service, expenses and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had compensation whatsoever heretofore or hereafter claims arising from any events or occurrences, or anything done, omitted to have against the Released Parties be done, or allowed to be done by reason of any act or omission on the part of the Released Parties, on or before the date of execution of this Agreement, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of themthe same arising from or related to anything done, occurring prior omitted to be done, or allowed to be done by any of the date on which this Amendment is executed, including on account of or Released Parties and in any way affecting, concerning or arising out of or founded upon connected with this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the Loan Documents, any other Financing Agreements (collectivelycredit facilities provided or not provided, all any advances made or not made, or any past or present deposit or other accounts of any Releasing Party with any Released Party and the handling of the foregoing are same by any Released Party, including, without limitation, the manner and timing in which items were deposited or credited thereto or funds transferred therefrom or made available to any of the Releasing Parties, the honoring or returning of any checks drawn on any account, and any other dealings between the Releasing Parties and the Released Parties (the “ClaimsReleased Matters”). Releasing Parties each further agree never to commence, aid or participate in (except to the extent required by order or legal process issued by a court or governmental agency of competent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. In furtherance of this general release, Releasing Parties each acknowledge and waive the benefits of California Civil Code Section 1542 (and all similar ordinances and statutory, regulatory, or judicially created laws or rules of any other jurisdiction), which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Releasing Parties each agree that this waiver and release is an essential and material of this Agreement, and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the Released Matters. Each Borrower and Guarantor Releasing Party represents and warrants that it has no knowledge of not purported to convey, transfer or assign any claim by it against the right, title or interest in any Released Parties Matter to any other person or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower entity and Guarantor represents and warrants that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to all Claims.unknown or unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Matters. 0A22-152811

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ for Lender entering into this Amendment and agreeing to the substantial concessions as set forth hereinAmendment, each Borrower and Guarantor each of the Guarantors (together with Borrower, individually and collectively, the “Obligor”) hereby fully and unconditionally irrevocably releases and forever discharges Agent Lender, and each Lender and their respective its successors, assigns, agents, shareholders, directors, officers, employees, subsidiariesagents, branchesattorneys, parent corporations, subsidiary corporations, affiliated corporations, affiliates, attorneysparticipants, agentsand each of them (collectively, representativesthe “Releasees”), successors and assigns from any and all personsclaims, firmsdebts, corporations liabilities, demands, obligations, costs, expenses, actions and organizations acting on causes of action, of every nature and description, known and unknown, which Obligor now has or at any time may hold, by reason of their behalves any matter, cause or thing occurred, done, omitted or suffered to be done prior to the date of this Amendment (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower Obligor hereby irrevocably waives the benefits of any and Guarantor all statutes and rules of law to the extent the same provide in substance that a general release does not extend to claims which the creditor does not know or suspect to exist in its favor at the time of exe-cuting the release, and, without limiting the foregoing, Obligor irrevocably waives any benefits it may have under California Civil Code Section 1542 which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” Obligor represents and warrants that it has no knowledge not assigned to any other Person any Released Claim, and agrees to indemnify Lender against any and all actions, demands, obligations, causes of any claim by it against the Released Parties action, decrees, awards, claims, liabilities, losses and costs, including but not limited to reasonable attorneys' fees of counsel of Lender’s choice and costs, which Lender may sustain or incur as a result of any facts a breach or acts or omissions purported breach of the Released Parties which on foregoing representation and warranty. (This Section may be referred to as the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims“Release Section”.) Pacific Mercantile Bank Amendment to Loan Agreement

General Release. Each Borrower FOR GOOD AND VALUABLE CONSIDERATION, the receipt and Guarantor may have certain Claims (as hereinafter defined) against adequacy of which are hereby acknowledged, the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent undersigned and each Lender of them (collectively "Releasor") hereby forever releases, discharges and their respective directorsacquits DSCH Capital Partners, LLC dba Far West Capital ("Releasee"), its parent, officers, directors, shareholders, agents and employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claimsclaims of every type, allegationskind, causes nature, description or character, and irrespective of actionhow, costs why, or demands and liabilitiesby reason of what facts, whether heretofore existing, now existing or hereafter arising, or which could, might, or may be claimed to exist, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedname, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingenteach as though fully set forth herein at length, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising extent that they arise out of or founded are in way connected to or are related to that certain Loan and Security Agreement between Ronco Holdings, Inc. d/b/a Ronco and Releasee. Releasor agrees that the matters released herein are not limited to matters which are known or disclosed. Releasor acknowledges that factual matters now unknown to it may have given or may hereafter give rise to Claims which are presently unknown, unanticipated and unsuspected, and it acknowledges that this Release has been negotiated and agreed upon this Amendment up to in light of that realization and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it nevertheless hereby intends to release, discharge and acquit the Releasee from any such unknown Claims. Acceptance of this Release shall not be deemed or construed as an admission of liability by any party released. Releasor acknowledges that either (a) it has no knowledge had advice of any claim by counsel of its own choosing in negotiations for and the preparation of this release, or (b) it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by has knowingly determined that such Borrower or Guarantor against the Released Parties which advice is not released herebyneeded. Each Borrower and Guarantor represents and warrants that the foregoing constitutes DATED: Mar 4, 2014 Individual Releasors: By: /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx, individually Entity Releasor: RONCO HOLDINGS, INC. d/b/a full and complete release of all Claims.RONCO By: /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx, individual

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to Amendment, the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent the Bank and each Lender and their the Bank’s, respective directorspredecessors, successors, assigns, officers, managers, directors, employees, subsidiaries, branches, affiliatesagents, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves affiliates (collectively, collectively referred to as the “Released PartiesBank Group”), of and from any and all presently existing claims, allegationsdemands, damages, liabilities, actions and causes of actionaction of any nature whatsoever, costs including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedin equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, fixed whether absolute or contingent, asserted or unasserted, foreseen or unforeseen, matured and whether or unmatured, suspected or unsuspected, anticipated or unanticipatednot heretofore asserted, which such the Borrower may have or Guarantor has, had, claims to have had or hereafter claims claim to have against the Released Parties by reason of any act or omission on the part of the Released PartiesBank Group arising out of facts or events in any way related to the Agreement and all documents executed in connection therewith (collectively with the Agreement, the “Loan Documents”) and/or the loan transactions evidenced thereby and which have occurred on or any of them, occurring on or prior to the date on which this Amendment is executedhereof. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, including on account of or in any way affectingIF KNOWN BY HIM OR HER, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all ClaimsWOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.