Common use of Release of Claims Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

Release of Claims. (a) Subject to and upon the consummation Effective as of the Merger Closing, (i) Seller hereby forever waives, releases and the receipt of the Closing Merger Consideration discharges (and hereby agrees to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliatesdirect, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject use its reasonable best efforts to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by lawcause, each of Acquirorits representatives to forever waive, Merger Sub, release and discharge) with prejudice the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, Company and the Company Stockholders prior to Closing (such persons, the “Releasees”), Buyer from and against any and all liabilitiesclaims, actionsrights (including rights of indemnification, contribution and other similar rights, from whatever source, whether under contract, applicable Law or otherwise), causes of action, claimsprotests, suits, disputes, orders, obligations, debts, demands, damagesproceedings, judgmentscontracts, debtsagreements, dues and suits promises, liabilities, controversies, costs, expenses, fees (including attorneys’ fees), or damages of every any kind, nature and description whatsoeverarising by any means (including subrogation, assignment, reimbursement, operation of law or otherwise), whether known or unknown, asserted suspected or unassertedunsuspected, accrued or not accrued, foreseen or unforeseen, or mature or unmature related or with respect to, in connection with, or arising out of, directly or indirectly, any event, fact, condition, circumstance, occurrence, act or omission that was in existence (or that occurred or failed to occur) at or before the Closing and (ii) the Company hereby forever waives, releases and discharges (and hereby agrees to direct, and use its reasonable best efforts to cause, each of its representatives to forever waive, release and discharge) with prejudice the Seller from any and all claims, rights (including rights of indemnification, contribution and other similar rights, from whatever source, whether under contract, applicable Law or otherwise), causes of action, protests, suits, disputes, orders, obligations, debts, demands, proceedings, contracts, agreements, promises, liabilities, controversies, costs, expenses, fees (including attorneys’ fees), or damages of any kind, arising by any means (including subrogation, assignment, reimbursement, operation of law or otherwise), whether known or unknown, suspected or unsuspected, absolute accrued or contingentnot accrued, unmatured foreseen or inchoateunforeseen, both or mature or unmature related or with respect to, in connection with, or arising out of, directly or indirectly, any event, fact, condition, circumstance, occurrence, act or omission that was in existence (or that occurred or failed to occur) at law and in equity, which or before the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; Closing; provided, however, that nothing herein this Section 6.9 shall not be deemed to release construed as releasing (a) any right of the Stockholder expressly Person from its obligations set forth in this Agreement or any agreement delivered pursuant hereto (including without limitation the Merger Agreement, obligations of Seller under Article 7 to indemnify all Buyer Indemnified Parties (including the right to receive Company following the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofClosing)), (b) the Company from any liabilities obligation to pay to any Person any wages or benefits arising in the Ordinary Course of a Releasee in connection Business solely from such Person’s employment with any future transactions between the parties that are not related to Company and accrued as of the Merger Agreement Closing Date, or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor Seller with respect to matters addressed by the Company’s representations and warranties in his or her capacity as a director, manager, officer or employee Article 3. Each of the CompanySeller, its Affiliates Company and Buyer hereby expressly waives any and all provisions, rights and benefits conferred by §1542 of the California Civil Code (or its Subsidiariesany similar, comparable or equivalent provision or law) which section provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Release of Claims. Except solely for the obligations of LCPI expressly set forth in this Amendment or the Resignation and Assignment Agreement and the claim against LCPI or the other Xxxxxx Released Parties (aas defined below) Subject to and upon the consummation by Sunbeam Americas Holdings Ltd. Master Pension Trust for approximately $26,000, each of the Merger Borrower and the receipt other Loan Parties hereby unconditionally and irrevocably release, waive, acquit and discharge all liabilities, claims, suits, debts, liens, losses, causes of the Closing Merger Consideration to which the Stockholder is entitledaction, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent (collectively, the Stockholder“Claims”) which any of them may have or claim to have against LCPI and Xxxxxx Brothers Special Financing Inc. (“LBSF”) (whether in their capacities as an agents, andlenders, if the Stockholder is a legal entityhedging counterparties or otherwise), together with the Stockholder’s officerstheir parents, directorssubsidiaries, stockholders, Subsidiaries affiliates and Affiliates, shareholders and each of their respective heirsagents, Representativesemployees, officers, directors, representatives, attorneys, successors and assigns (such personscollectively, the “ReleasorsXxxxxx Released Parties”)) by reason of any matter, cause or thing whatsoever occurring from the beginning of the world to the date hereof, in any manner related to Claims arising out of or in connection with the Loan Documents, any obligations thereunder or any other agreement or transaction contemplated thereby or any action taken in connection therewith and all foreign exchange forward and commodities hedging contracts entered into between Borrower and LBSF and assignees, if any, or any other agreement or transaction contemplated thereby or any action taken in connection therewith. Each of the Borrower and the other Loan Parties further agree forever to refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any Xxxxxx Released Parties with respect to any and all of the foregoing described released, waived, acquitted and discharged Claims or from exercising any right or recoupment of setoff that it may have under a master netting agreement or otherwise against any Xxxxxx Released Party with respect to Obligations under the Loan Documents. Each of the Xxxxxx Released Parties shall be a third party beneficiary of this Agreement. Except solely for the obligations of the Borrower and the other Loan Parties expressly set forth in this Amendment or the Resignation and Assignment Agreement, including, without limitation, Section 1.1(b) of the Resignation and Assignment Agreement, and the obligations of the Borrower and the Loan Parties to LCPI in its capacity as a Term Loan Lender, LCPI and LBSF, for themselves and on behalf of the other Xxxxxx Released Parties, hereby fully unconditionally and unconditionally (subject irrevocably release, waive, acquit and discharge all Claims which any of them may have or claim to have against the receipt of Borrower and the amounts specified in this paragraph) releasesother Loan Parties, acquits their parents, subsidiaries, affiliates and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, shareholders and each of their subsidiaries and affiliates and their respective pastagents, present or future employees, officers, directors, employeesrepresentatives, counsel attorneys, successors and agents, and the Company Stockholders prior to Closing assigns (such personscollectively, the “ReleaseesJarden Released Parties”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on ) upon or by reason of any matter, cause or thing whatsoever that arose prior occurring from the beginning of the world to the Closing; provided, however, that nothing herein shall be deemed date hereof in any manner related to release (a) any right Claims arising out of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee or in connection with the Loan Documents, any future transactions between the parties that are not related to the Merger Agreement obligations thereunder or the transactions any other agreement or transaction contemplated thereby or any action taken in connection therewith and (c) all foreign exchange forward and commodities hedging contracts entered into between Borrower and LBSF and assignees, if any, or any employment compensation other agreement or benefits matter affecting transaction contemplated thereby or any Releasor action taken in his or her capacity as a director, manager, officer or employee connection therewith. LCPI and LBSF for themselves and on behalf of the Companyother Xxxxxx Released Parties, its Affiliates further agree forever that LCPI, LBSF and the other Xxxxxx Released Parties will refrain from commencing, instituting or its Subsidiariesprosecuting any lawsuit, action or other proceeding against any Jarden Released Parties with respect to any and all of the foregoing described released, waived, acquitted and discharged Claims or from exercising any right or recoupment of setoff that it may have under a master netting agreement or otherwise against any Jarden Released Party with respect to Obligations under the Loan Documents. Each of the Jarden Released Parties shall be a third party beneficiary of this Agreement.

Release of Claims. (a) Subject to and upon the consummation 16.01. Upon entry of the Merger Judgment, Class Representatives, for themselves and the receipt on behalf of each member of the Closing Merger Consideration to which Class who has not submitted a valid and timely request for exclusion from the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and AffiliatesClass, and each of their respective heirs, Representativesassigns, successors successors, agents, attorneys, executors, and assigns (such personsrepresentatives, the “Releasors”)shall be deemed to have, hereby fully and unconditionally (subject to the receipt by operation of the amounts specified in this paragraph) releasesJudgment shall have, acquits fully, finally, irrevocably, and forever dischargesreleased Encore Capital Group, to the fullest extent permitted by lawInc., each of AcquirorMidland Funding, Merger SubLLC and Midland Credit Management, the CompanyInc. and, whether or not specifically named herein, each of their subsidiaries and affiliates and their respective pastpast or present directors, present or future officers, directors, employees, counsel and agents, insurers or reinsurers, shareholders, attorneys, advisors, consultants, representatives, partners, affiliates, related companies, affiliated companies, parents, subsidiaries, joint venturers, independent contractors, vendors and the Company Stockholders prior to Closing service providers, wholesalers, resellers, distributors, retailers, divisions, predecessors, successors, and assigns (such personscollectively, the “ReleaseesReleased Parties”), from and against any and all liabilities, actionsclaims, causes of action, claims, demands, damages, judgmentspenalties, debtscosts, dues and suits of every kindattorneys’ fees, nature and description whatsoeverlosses, or demands, whether known or unknown, asserted existing or unassertedpotential, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth were asserted in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that Action or are not related to the Merger Agreement claims asserted in the Action, any and all claims relating to the making, placing, dialing or the transactions contemplated thereby initiating of calls using an automatic telephone dialing system or artificial or prerecorded voice, any and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee all claims for violation of the CompanyTelephone Consumer Protection Act, its Affiliates 47 U.S.C. § 227 and the regulations promulgated thereunder or its Subsidiariesrelated thereto, and any and all claims for violation of any laws of any state that regulate, govern, prohibit or restrict the making, placing, dialing or initiating of calls using an automatic telephone dialing system, an artificial or prerecorded voice, or any automated process or technology (hereafter, collectively, the “Released Claims”). Excluded from the Released Parties are Atlantic Credit & Finance, Inc. and Propel Financial Services. Excluded from the Released Claims are any claims arising from telephone calls made by Asset Acceptance LLC itself, or by Astra Business Services, Inc. or Radius Solutions, Inc., on behalf of Asset Acceptance LLC. Also excluded from the Released Claims are any claims based on telephone calls made before November 2, 2006 or on or after September 1, 2014.

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

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

Release of Claims. (a) Subject The Borrower may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Credit Agreement or the other Loan Documents. The Administrative Agent, the Lenders, the Issuing Lender, the Swingline Lender, and upon the consummation Borrower desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus the Borrower makes the releases contained in this Section 14. In consideration of the Merger Administrative Agent and the receipt Lenders entering into this Amendment, the Borrower hereby fully and unconditionally releases and forever discharges each of the Closing Merger Consideration to which the Stockholder is entitledAdministrative Agent, the StockholderLenders, andthe Issuing Lender, if the Stockholder is a legal entitySwingline Lender and their respective directors, together with the Stockholder’s officers, directorsemployees, stockholderssubsidiaries, Subsidiaries and Affiliatesbranches, and each of their respective heirsaffiliates, Representativesattorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (such personscollectively, the “ReleasorsReleased Parties”), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actionsallegations, causes of action, claimscosts or demands and liabilities, demandsof whatever kind or nature, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverarising prior to the date on which this Amendment is executed, whether known or unknownunknown to the Borrower on the date hereof, whether liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, absolute anticipated or contingent, unmatured or inchoate, both at law and in equityunanticipated, which the Stockholder Borrower has against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, in each case, arising out of the Loans, the Obligations, the Credit Agreement or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger AgreementLoan Documents, including the right to receive administration or enforcement thereof (collectively, all of the Closing Merger Consideration to foregoing, the “Claims”). The Borrower 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 it may on the date hereof would be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities basis of a Releasee in connection with any future transactions between Claim by the parties Borrower against the Released Parties which is not released hereby. The Borrower represents and warrants that are not related to the Merger Agreement or the transactions contemplated thereby foregoing constitutes a full and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee complete release of the Company, its Affiliates or its Subsidiariesall Claims.

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

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

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

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

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

Release of Claims. (a) Subject to and upon the consummation Effective as of the Merger Closing, each Seller Indemnified Party (on such Seller Indemnified Party’s own behalf and the receipt on behalf of the Closing Merger Consideration to which the Stockholder is entitledhis, the Stockholderher or its Affiliates) hereby irrevocably, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries unconditionally and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) completely releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Subdischarges Buyer, the CompanyCompany (and the parents, each of their subsidiaries successors and affiliates and their respective past, present or and future officersassigns, directors, employeesofficers, counsel and agents, attorneys and representatives of the Company Stockholders prior to Closing foregoing respective entities) (such persons, the “Releasees”)) from any past, from present and against any and all liabilities, actions, causes of actionfuture disputes, claims, controversies, demands, damagesrights, judgmentsobligations, debtsliabilities, dues actions and suits causes of action of every kindkind and nature involving, nature and description whatsoeveror that may be asserted by, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder Seller Indemnified Party or any of the Releasors ever hadSeller Indemnified Party’s Affiliates may have had in the past, may now has have or may hereafter have in the future against any of the Releasees, on directly or indirectly relating to or directly or indirectly arising out of: (i) any written or oral agreement entered into by reason the Seller Indemnified Party with the Company, arrangement or plan of the Company occurring, existing, entered into or adopted by or in favor of the Seller Indemnified Party or any of the Seller Indemnified Party’s Affiliates at any time up to and including the date of the Closing; or (ii) any event, matter, cause cause, thing, act, omission or thing whatsoever that arose prior conduct occurring or existing at any time up to and including the Closing; date of this letter agreement, including, without limitation, any claim arising (directly or indirectly) out of or in any way connected with any employment or other relationship of the Seller Indemnified Party or any of the Seller Indemnified Party’s Affiliates with (I) any of the Releasees; provided, however, that nothing herein shall be deemed to release (a) the Seller Indemnified Party is not releasing any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant rights available to the Merger Seller Indemnified Party to any rights to payment under this Agreement in accordance or any other agreement entered into by the Seller Indemnified Party with the terms thereof, (b) any liabilities of a Releasee Company in connection with the Closing, (II) any future transactions between entitlement to salary, bonuses, other compensation or employment benefits under any other Material Contract appearing on the parties that are not related Disclosure Schedule earned or accrued by or for the benefit of any of the Seller Indemnifying Parties prior to the Merger Agreement or consummation of the transactions contemplated thereby and (c) by this Agreement in respect of services performed by any employment compensation or benefits matter affecting any Releasor in his or her capacity of the Seller Indemnifying Parties as a director, managerofficer, officer or employee of the Company; and (III) any right to exculpation, its Affiliates indemnification or its Subsidiariesadvancement of expenses from the Company pursuant to (w) the terms of any indemnification agreement between the Seller Indemnifying Parties and the Company, (x) the organizational documents of the Company, (y) applicable law or (z) the terms of this Agreement.

Release of Claims. (a) Subject to and upon the consummation Each of the Merger XX XX ICW and the receipt of the Closing Merger Consideration to which the Stockholder is entitledCompany, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries for itself and Affiliates, all its equityholders and each of their respective heirssuccessors, Representatives, successors assigns and assigns heirs and all Persons claiming under or through it or any of them (such personscollectively, the “XX XX ICW Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits releases and forever discharges, to effective at the fullest extent permitted by lawEffective Time, each of Acquirorwithout the need for any further action, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, claimssuits, judgments, rights, demands, damagescosts, judgmentslosses, debts, dues debts and suits expenses (including attorneys’ fees and costs incurred) of every kind, nature and description whatsoeverwhatsoever kind or nature, whether at law or in equity, matured or unmatured, known or unknown, suspected and unsuspected, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured accrued or inchoateunaccrued, both at law disclosed and in equityundisclosed, which the Stockholder and whether due or any of the Releasors to become due, for damages actual and consequential, contingent or liquidated or otherwise, past, present and future that he, she or it ever had, now has or hereafter can, shall or may hereafter have against any Driven or its past and present parent and subsidiary companies, other equityholders thereof and all of their respective current and former directors, officers, partners, members, managers, shareholders, employees, agents, counsel, assigns and Affiliates (collectively, “XX XX ICW Releasees”), whether directly or derivatively, arising contemporaneously with or prior to the consummation of the ReleaseesMerger, or on account of or by reason arising out of any act, omission, transaction, matter, cause or thing whatsoever that arose prior event occurring contemporaneously with or up to and including the Closing; providedEffective Time, howeverincluding, that nothing herein shall be deemed to release without limitation, (a) any right liability arising out of any action of the Stockholder expressly set forth in managing member of XX XX ICW or the Company, as applicable, related to approval, negotiation or evaluation of the Merger Agreement, including and adoption of this Agreement or any other agreement contemplated herein or consummation of the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereoftransactions contemplated hereunder, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related liability arising from or relating to the Merger Agreement XX XX ICW or the transactions contemplated thereby and Company or their respective business, operations, assets or liabilities, (c) any employment compensation liability arising from or benefits matter affecting any Releasor in his relating to the equity securities of XX XX ICW or her capacity as a director, manager, officer or employee of the Company, its Affiliates (d) any liability arising from or relating to any and all agreements and obligations relating to XX XX ICW or the Company, as applicable, entered into or incurred on, prior to or as of the Effective Time, and (e) any liability in respect of any event occurring or circumstances existing on, prior to or as of the Effective Time relating to any of the foregoing matters (the “XX XX ICW Release”). Notwithstanding the foregoing, the XX XX ICW Release shall not include any claims, actions, causes of action, proceedings, suits, rights or demands brought by or asserted by any of XX XX ICW Releasors with respect to any of the following, or any liabilities, damages, costs, losses, debts or expenses (including attorney’s fees and costs incurred) arising out of or resulting from any of the following: (i) any rights such XX XX ICW Releasor may have in his, her or its Subsidiariescapacity as an employee or consultant of any Company Group Member (which includes without limitation any rights the XX XX ICW Releasor may have under an employment agreement, offer letter or consulting agreement with any Company Group Member), or (ii) the right to the payment of the Merger Consideration. Each of XX XX ICW and the Company, on behalf of itself and the XX XX ICW Releasors, hereby irrevocably (x) covenants to refrain, from and after the Effective Time, from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any claim or proceeding of any kind against any XX XX ICW Releasee before any court, administrative agency or other forum by reason of any matters released hereby, and (y) expressly waives the benefit of any statute or rule of law, which, if applied to the XX XX ICW Release, would otherwise exclude from its binding effect any claim not known by the undersigned as of the Effective Time.

Release of Claims. (a) Subject to and upon the consummation Effective as of the Merger Closing, each Specified Individual, for himself and the receipt for each of such Specified Individual’s Affiliated Parties, generally, irrevocably, unconditionally and completely releases and forever discharges each of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and AffiliatesReleasees from, and each of their respective heirsirrevocably, Representatives, successors unconditionally and assigns (such persons, the “Releasors”), hereby fully completely waives and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by lawrelinquishes, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; Released Claims; provided, however, that nothing herein such Specified Individual shall not be deemed to release have released his Preserved Rights (aas defined in the next sentence). A Specified Individual’s “Preserved Rights” shall mean (i) any right rights such Specified Individual may have under this Settlement Agreement, (ii) any rights such Specified Individual may have under the Consulting Agreement entered into by such Specified Individual in favor of the Stockholder expressly Company and Parent, (iii) any rights such Specified Individual may have under the Indemnification Agreement between the Company and such Specified Individual identified on Schedule 2.4, or any indemnification rights such Specified Individual may have against the Company under applicable law for his conduct as an employee of the Company prior to the Closing and (iv) any rights such Specified Individual may have under the Release of Claims entered into by Parent and the Company in favor of such Specified Individual; provided, however, that a Specified Individual’s “Preserved Rights” shall not include any of the following (and such Specified Individual shall accordingly be deemed to have released and discharged all of the following): (A) any rights to indemnification, reimbursement or recovery with respect to any matter arising under or in connection with (i) this Settlement Agreement or any of the Related Documents, (ii) any other document executed or delivered by such Specified Individual pursuant to this Settlement Agreement or any of the Related Documents, (iii) any transaction or action effected pursuant to or contemplated by this Settlement Agreement or any of the Related Documents, (iv) any claim or cause of action arising out of or relating to any inaccuracy in or a breach of any of the representations, warranties, covenants or obligations of such Specified Individual as set forth in this Settlement Agreement or any of the Merger AgreementRelated Documents or (v) the State Court Action or the Federal Court Actions; (B) any rights such Specified Individual may have under any provision of such Indemnification Agreement relating to officer and director liability insurance; and (C) any rights relating directly or indirectly to any claim that may be asserted against such Specified Individual by any other Specified Individual or by any Associate of any Specified Individual. In addition, including in the right event that a Specified Individual fails to receive execute and deliver to Parent at the Closing Merger Consideration each of the documents to which it may be entitled executed by him pursuant to the Merger Agreement in accordance with the terms thereofSections 1.1(b), 1.2(a)(i), 1.2(a)(ii) and 1.2(a)(iii), such Specified Individual’s “Preserved Rights” shall not include (band such Specified Individual shall accordingly be deemed to have released and discharged) any liabilities of a Releasee in connection with any future transactions rights to indemnification, reimbursement or recovery such Specified Individual may otherwise have had under the Indemnification Agreement between the parties that are not related to Company and such Specified Individual identified on Schedule 2.4, or any indemnification rights such Specified Individual may otherwise have had against the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in Company under applicable law for his or her capacity conduct as a director, manager, officer or an employee of the Company, its Affiliates with respect to any event occurring or its Subsidiariesfact or circumstance existing during the period from the date of this Settlement Agreement through and including the Closing Date.

Release of Claims. (a) Subject to and upon the consummation In consideration of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledforegoing, the Stockholderadequacy of which is hereby expressly acknowledged, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries Executive hereby unconditionally and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits irrevocably releases and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such personsapplicable law permits, the “Releasees”),” as defined in subparagraph 5(b) below, from and against any and all liabilitiesevery action, actions, causes cause of action, claimscomplaint, demandsclaim, demand, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), judgmentsliability, debtscost and/or expense (including attorney’s fees) that he has, dues and suits of every kindmay have or may be entitled to from or against the Releasees, nature and description whatsoeverwhether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, asserted foreseen or unassertedunforeseen, suspected matured or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equityunmatured, which arises directly or indirectly out of, or is based on or related in any way to Executive’s employment with or termination of employment from the Stockholder Company, its predecessors, successors and assigns and past, present and future Affiliates (as defined in Paragraph 6 below), subsidiaries, divisions and parent corporations, including, without limitation, any such matter arising from the negligence, gross negligence or any willful misconduct of the Releasors ever hadReleasees (together, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; “Released Claims”); provided, however, that nothing herein shall be deemed this release does not apply to release any claims solely and specifically (ai) any right of arising after the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger date this Agreement in accordance with the terms thereofis executed, (bii) any liabilities of a Releasee for indemnification (including, without limitation, under the Company’s organizational documents or insurance policies) arising in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as an action instituted by a director, manager, officer or employee of third party against the Company, its Affiliates or Executive in his capacity as an employee or a former officer or director of the Company or its SubsidiariesAffiliates (it being agreed by the Company that Executive shall continue to be entitled to such indemnification in respect of the period prior to the Date of Resignation), (iii) arising from any breach or failure to perform this Agreement, (iv) that cannot be waived by law, or (v) involving any vested rights Executive may have under a company sponsored employee benefit plan. For the sake of clarity, this Paragraph 5 shall not operate to deny Executive of any rights to coverage under the Company’s directors’ and officers’ liability and insurance policy, as in effect from time to time, to which he would otherwise be entitled.

Release of Claims. (a) Subject to and upon the consummation 1. In consideration of the Merger payments and benefits to be made under the Employment Agreement, dated as of January 31, 2019 (the “Employment Agreement”), to which Herve’ Fages (the “Executive”) and Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”) (each of the Executive and the receipt Company, a “Party” and collectively, the “Parties”) are parties, the sufficiency of the Closing Merger Consideration to which the Stockholder is entitledExecutive acknowledges, the StockholderExecutive, and, if the Stockholder is a legal entity, together with the Stockholder’s intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Evoqua (as defined in the Employment Agreement), the Company and each of its and their subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, stockholdersexecutives, Subsidiaries shareholders, agents, attorneys, employees and Affiliatesemployee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of their respective heirs, Representatives, successors and assigns the foregoing (such personscollectively, the “ReleasorsCompany Released Parties”), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actions, causes of action, claimscomplaints, charges, demands, rights, damages, judgments, debts, dues sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and suits liabilities of every kindwhatever kind or nature in law, nature and description whatsoeverequity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executive’s employment with the Company or any of the Releasors ever hadits subsidiaries and affiliates, now has or may hereafter have against any termination of such employment, including claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the ReleaseesCivil Rights Act of 1964 (“Title VII”), on the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), and any similar or by reason of any matteranalogous state statute, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.excepting only:

Release of Claims. (a) Subject to and upon the consummation Effective for all purposes as of the Merger Closing, each Shareholder acknowledges and the receipt agrees, on behalf of the Closing Merger Consideration to which the Stockholder is entitleditself (or, the Stockholderas applicable, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, himself or herself) and each of their respective heirsits (or, Representativesas applicable, successors and assigns (such personshis or her) current or former Affiliates, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and managers, partners, principals, advisors, agents, servants, stockholders, members, investors, equity holders or other representatives (including attorneys, accountants, consultants, bankers and financial advisors, heirs, beneficiaries, estates, executors, administrators, trustees, successors or assigns (such Shareholder’s “Releasing Affiliates”) that none of such Shareholder or its Releasing Affiliates as of the date hereof or as of immediately prior to the Closing (i) has any Claims, (ii) has transferred or assigned, or purported to transfer or assign, any Claims and (iii) will transfer or assign, or purport to transfer or assign, any Claims, in each case, relating to the Seller or the Company Stockholders prior to Closing against the Seller, the Company or Buyer, or their respective current or former affiliates, officers, directors, employees, managers, partners, principals, advisors, agents, servants, stockholders, members, investors, equity holders or other representatives (such personsincluding attorneys, accountants, consultants, bankers and financial advisors), successors or assigns (collectively, the “ReleaseesReleased Parties”), from ; provided that the foregoing acknowledgment and against any and all liabilities, actions, causes agreement in this Section 7.11(a) shall not affect (A) the rights of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder such Shareholder or any of the Releasors ever hadits Releasing Affiliates under this Agreement, now has any Shareholder Ancillary Agreement or may hereafter have against any Transaction Document, (B) if such Person is a current or former employee, rights to earned but unpaid cash compensation due to such Person that remain unpaid as of the Releaseesdate hereof, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth unreimbursed business expenses incurred in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled ordinary course and reimbursable pursuant to the Merger Agreement in accordance Company’s business expense policy, rights to any benefits under employee health and welfare plans to the extent consistent with terms of applicable governing plan documents and the terms thereofentitlement to continuing coverage benefits or any other similar benefits required to be provided by Applicable Law, or (bC) any liabilities rights to indemnification, advancement of a Releasee in connection with any future transactions between the parties that are not related expenses, exculpation or rights to benefit pursuant to the Merger Agreement Seller’s or the transactions contemplated thereby Company’s Organizational Documents, any directors’ and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of officers’ liability insurance policy maintained by the Company, its Affiliates or its Subsidiariesany indemnification agreement between such Person and the Seller or the Company or pursuant to which such Person is a third party beneficiary that are made available to Buyer.

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

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

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

Release of Claims. (a) Subject to and upon the consummation Except as set forth in Section 8 below, in consideration of the Merger payments and benefits described herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, you, for yourself, your marital community, heirs, beneficiaries, assigns and legal successors in interest, agree to fully and forever release, discharge, indemnify and hold harmless each of the Closing Merger Consideration to which the Stockholder is entitledCompany Entities (including, the Stockholderwithout limitation, andCommerceHub, if the Stockholder is a legal entityInc., together with the Stockholder’s officersCommerce Technologies, directors, stockholders, Subsidiaries and Affiliates, LLC and each of their direct or indirect parents, subsidiaries, and affiliates), and their respective heirsdirectors, Representativesofficers, shareholders, controlling persons, employees, agents, attorneys, and insurers, predecessors in interest, and successors in interest, and assigns any affiliate of any of the foregoing (such personscollectively, the “ReleasorsReleased Persons”), hereby fully ) of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agentsfrom, and the Company Stockholders prior to Closing (such personsyou hereby waive, the “Releasees”), from and against any and all liabilitiesclaims, actionssuits, demands, actions and/or other causes of action, claimswhether for contribution or indemnification, demandsdebts or other sums of money, covenants, contracts, agreements, promises, damages, judgments, debtssettlements, dues and suits fines, penalties, attorney’s fees, costs, or any other demands, liabilities or obligations of every kind, any kind or nature and description whatsoever, whether known in law or unknownat equity, asserted or unasserted, suspected known or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equityunknown, which the Stockholder or any of the Releasors you now have, ever had, now has or may hereafter ever claimed to have had (collectively “Claims”) against any of the ReleaseesReleased Persons, on or by reason of any matter, cause or thing whatsoever occurring up to and including the date that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger you sign this Agreement, including including, without limitation, any Claims arising out of, connected with, or in any way related to your employment with CommerceHub and/or the termination thereof, other than your right to receive the Closing Merger Consideration to which it may be entitled Severance Amount and Bonus Payment (if earned) pursuant to Section 1 above, payment for accrued PTO (if any) under Section 3 above, and payment for contributions to the Merger Agreement ESPP (if any) under Section 4 above, and to potentially receive reimbursement for COBRA payments pursuant to Section 4 above in accordance with the terms thereofof this Agreement. You acknowledge and agree that this release, discharge, indemnification and waiver includes, without limitation, any Claim based on any principles of common law (b) tort, contract, or otherwise), or on any liabilities foreign, federal, state, or local law, statute, regulation or ordinance, including those relating to age, sex, race, disability, religion, national origin, or other form of discrimination, retaliation, or any other employment related matter, including without limitation any Claims Release and Separation Agreement Page 2 of 2 under the National Labor Relations Act; the Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964; the Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act; the Family and Medical Leave Act of 1993; and any other state or local laws and regulations of any kind. This release does not affect your entitlement to any vested accrued benefit to which you may be entitled under any employee benefit plan subject to ERISA or your right to enforce the terms of this Agreement. You are expressly advised, and hereby acknowledge that you understand, that you are releasing all claims for discrimination on the basis of age under federal, state and local law, including without limitation the federal Age Discrimination in Employment Act. You acknowledge that you intend that this Agreement shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. You expressly consent that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown, unsuspected or unanticipated Claims (notwithstanding any statute that expressly limits the effectiveness of a Releasee general release of unknown, unsuspected or unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied that may exist up to and including the date of this Agreement. You acknowledge and agree that this release is an essential and material term of this Agreement, and CommerceHub is entering into this Agreement in connection reliance on such release. You further agree that if you bring a Claim seeking damages or relief against any Released Person, or if you seek to recover against any Released Person in any Claim brought by a governmental agency on your behalf, the release set forth in this Agreement shall serve as a complete defense to such Claims, and you shall reimburse each Released Person for any attorneys’ fees or expenses or other fees and expenses incurred in defending any such Claim. You further agree that you will not be entitled to and will disclaim and refuse relief from, or sought by, any administrative agency based upon or investigating any Claim or other matter released in this Agreement to the fullest extent allowed by law and subject to Section 8 below. Without in any way limiting the generality of the foregoing release of Claims, you agree that, other than the payments set forth in Sections 1 (Severance Payment; Bonus Payment), 3 (Vacation Pay) and 4 (Benefits) above, and other than your rights with any future transactions between respect to your stock option grant dated July 20, 2016 with respect to shares of CommerceHub, Inc. Series C common stock pursuant to the parties that Stock Option Agreement dated July 21, 2016 and the CommerceHub, Inc. Legacy Stock Appreciation Rights Plan applicable thereto, which option, as of the Date of Termination, you acknowledge will have vested as to 76,359 shares underlying such option (such vested options, the “Vested Options”), you are not related entitled to any other compensation, remuneration, bonus, severance, benefit, compensation, payment or incentive (including any capital stock, stock option, stock appreciation right or any other equity-based incentive) or any reimbursement of any expenses of any kind or nature or expectation of remuneration from any Released Person, whether pursuant to any pre-existing or contemporaneous oral or written agreement or otherwise. For avoidance of doubt, you acknowledge that, other than the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity Vested Options, as a director, manager, officer or employee of the CompanyDate of Termination, its Affiliates or its Subsidiariesno other equity incentive compensation provided to you will have vested, all further vesting of equity incentive awards previously provided to you will cease and such awards will terminate and will no longer be outstanding.

Release of Claims. (a) Subject to and upon the consummation In consideration of the Merger matters set forth herein, Global hereby irrevocably and the receipt unconditionally waives, releases and forever discharges Surge and each of the Closing Merger Consideration to which the Stockholder is entitledits current and former partners, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholdersshareholders, Subsidiaries members, managers, agents, employees, attorneys, representatives, beneficiaries, subsidiaries, affiliates, insurers, predecessors and Affiliatessuccessors in interest, assigns, executors, administrators and heirs, and each all persons acting by, through, under or in concert with them, or any of them, including any of their respective heirsaffiliates (collectively, Representatives, successors and assigns (such persons, the “Releasors”"Released Parties"), hereby fully from any and unconditionally (subject to the receipt all manner of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officersactions or causes of action (at law, directorsequity or otherwise, employeesincluding those relating to breach of contract or public policy, counsel and agentsor wrongful, and the Company Stockholders prior to Closing (such persons, the “Releasees”retaliatory or constructive discharge), from and against any and all liabilities, actions, causes of actionliens, claims, demandsdisputes, damages (including contract, compensatory, punitive or liquidated damages), obligations, indemnities liabilities, debts, accounts, judgments, debtsdemands, dues equitable relief, costs and suits expenses (including attorneys' fees and costs) of every kindnature, nature kind and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute matured or contingentunmatured, unmatured fixed or inchoatecontingent (the "Claims"), both at law and in equityany way connected with, directly or indirectly, or arising out of or which the Stockholder may hereafter be claimed to arise out of all or any of the Releasors ever hadmatters, now has facts, events or occurrences related to the Acquisition Related Documents, the termination thereof, the Global Note, the Outstanding Note (except as otherwise provided herein), the Preferred Stock, the operation (including, without limitation, the pledge, possession, use, supervision or transfer) of Global and/or its assets or personnel by Surge pursuant to the terms of the Pledge Agreement and related documents and agreements or otherwise, the operation by Surge of the Business (as defined in Section 8(b) below), the offer of employment to and/or the employment by Surge of any current or former employee of Global, the letters of intent and option agreements entered into between PLT Acquisition Corp. (formerly known as Global Datatel Holdings Corp.), the consummation by Surge of any acquisitions or other transactions within Latin America, including any transactions or the development or exploitation of any business concept, model or opportunity that may hereafter have against been identified by Global personnel or with respect to which Global devoted any corporate or other resources and any and all business, strategic, legal, financial or other advice rendered to Global by any of the ReleaseesReleased Parties (collectively, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries"Released Matters").

Release of Claims. (a) Subject to Employee stipulates, agrees, and upon the consummation understands that for and in consideration of the Merger mutual covenants set forth in this Agreement, specifically including the payments and the receipt of the Closing Merger Consideration to which the Stockholder is entitledconsiderations set forth in Section 2 above, the Stockholdersame being good and valuable consideration, andEmployee hereby acting of Employee’s own free will, if voluntarily and on behalf of him or herself, Employee’s heirs, administrators, executors, successors and assigns, RELEASES, ACQUITS and forever DISCHARGES the Stockholder is a legal entityPartnership and its respective past and present parents, together with the Stockholder’s officerssubsidiaries, affiliates, specifically including USA Compression GP, LLC and Energy Transfer LP, partners, directors, stockholdersofficers, Subsidiaries owners, shareholders, successors, employees, predecessors, joint employers, successor employers and Affiliatesagents, and each of their respective heirsthem (collectively “Released Parties”), Representativesof and from any and all debts, successors obligations, claims, counterclaims, demands, judgments, and/or causes of action of any kind whatsoever, including, but not limited to, under either Retention Agreement and assigns the Employee Phantom Unit Agreements entered into by the Employee between April 2, 2018 and August 8, 2022 (such personscollectively, the “ReleasorsUnit Award Agreements”), hereby fully ) and unconditionally (subject to any other equity award agreement entered into between the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, Employee and the Company Stockholders prior to Closing Released Parties, (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unassertedin tort, suspected or unsuspectedcontract, absolute or contingent, unmatured or inchoate, both at law and or in equity, which by statute or regulation, or on any basis), based on facts occurring at any time before, or at the Stockholder time of, Employee’s signing of this Agreement, for any damages or other remedies of any kind, including, without limitation, direct or indirect, consequential, compensatory, actual, punitive, or any other damages, attorneys’ fees, expenses, reimbursements, costs of any kind or reinstatement of any of the Releasors ever hadforegoing. This release includes, now has but is not limited to, any and all rights or may hereafter have against any claims, demands, and/or causes of action arising out of Employee’s employment with the Partnership, or relating to purported employment discrimination, retaliation or violations of civil rights, if any, including, but not limited to, claims arising under Title VII of the ReleaseesCivil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, The Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Older Workers Benefit Protection Act of 1990, the Americans With Disabilities Act of 1990, Executive Order 11246, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, the Family and Medical Leave Act, the Xxxxxxxx-Xxxxx Act of 2002, or any other applicable federal, state, or local statute or ordinance or any other claim, whether statutory or based on common law, arising by reason of Employee’s employment with the Partnership or circumstances related thereto, or by reason of any other matter, cause cause, or thing whatsoever whatsoever, from the first date of employment with the Partnership to the date and time of execution of this Agreement. Excluded from this Agreement are any claims that arose cannot be waived by law, including but not limited to, the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission or any applicable federal, state, or local government agency and to recover any appropriate relief in any such proceeding. Employee is waiving, however, the right to any monetary recovery or relief should the Equal Employment Opportunity Commission or any other agency or commission pursue any claims on Employee’s behalf. Employee has a period of twenty-one (21) days in which to consider this Agreement. Employee may choose to sign this Agreement prior to the Closing; providedexpiration of the twenty-one (21) day period, howeverbut is not required to do so. Once Employee signs the Agreement, Employee shall have a period of seven (7) days from the date Employee signs the Agreement to revoke the Agreement. The Agreement shall not become effective or enforceable until the eighth day after Employee signs the Agreement (the “Effective Date”). To revoke this Agreement, Employee must provide written notice of revocation to Xxxx Xxxxxx, 000 Xxxxxx Xxxx Road, Suite 800, Houston, Texas 77024 before 11:59 p.m., Houston, Texas time on the last day of the seven (7) day revocation period. No payments under this Agreement shall be due until the expiration of the seven (7) day revocation period. The Employee is expressly advised and encouraged to exercise the Employee’s right to consult with an attorney of the Employee’s choice in considering whether to sign this Agreement. The Employee affirms that the Employee (i) has consulted or had an opportunity to consult with an attorney or a representative of Employee’s choosing; and (ii) is not relying on any advice from the Partnership or its agents or attorneys in Employee’s decision to execute this Agreement. Employee further acknowledges that he/she has carefully read this Agreement, that nothing herein shall be deemed to release (a) any right the Employee understands the contents and meaning of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger this Agreement in accordance with the terms thereof, (b) any liabilities and that Employee’s execution of a Releasee in connection with any future transactions between the parties that are not related to the Merger this Agreement or the transactions contemplated thereby is knowing and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesvoluntary.

Release of Claims. (a) Subject a. The Loan Parties may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Credit Agreement or the other Loan Documents. The Administrative Agent, the Lenders, the Issuing Lender, the Swingline Lender, and upon the consummation Loan Parties desire to resolve each and every one of such Claims in conjunction with the execution of this Consent and thus the Loan Parties make the releases contained in this Section 12. In consideration of the Merger Administrative Agent and the receipt Lenders entering into this Consent, the Loan Parties hereby fully and unconditionally release and forever discharge each of the Closing Merger Consideration to which the Stockholder is entitledAdministrative Agent, the StockholderLenders, andthe Issuing Lender, if the Stockholder is a legal entitySwingline Lender and their respective directors, together with the Stockholder’s officers, directorsemployees, stockholderssubsidiaries, Subsidiaries and Affiliatesbranches, and each of their respective heirsaffiliates, Representativesattorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (such personscollectively, the “ReleasorsReleased Parties”), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actionsallegations, causes of action, claimscosts or demands and liabilities, demandsof whatever kind or nature, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverarising prior to the date on which this Consent is executed, whether known or unknownunknown to the Loan Parties on the date hereof, whether liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, absolute anticipated or contingent, unmatured or inchoate, both at law and in equityunanticipated, which the Stockholder Loan Parties have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Consent 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 Consent is executed, in each case, arising out of the Loans, the Obligations, the Credit Agreement or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger AgreementLoan Documents, including the right to receive administration or enforcement thereof (collectively, all of the Closing Merger Consideration to foregoing, the “Claims”). The Loan Parties represent and warrant that they have no knowledge of any Claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which it may on the date hereof would be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities basis of a Releasee in connection with any future transactions between Claim by the parties Loan Parties against the Released Parties which is not released hereby. The Loan Parties represent and warrant that are not related to the Merger Agreement or the transactions contemplated thereby foregoing constitutes a full and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee complete release of the Company, its Affiliates or its Subsidiariesall Claims.

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

Release of Claims. (a) Subject a. In exchange for the consideration set forth in this Agreement and intending to be legally bound, Xxxxxxxxx, and upon all other persons or entities claiming with, by, or through him, hereby releases and forever discharges the consummation Employers, their predecessors, successors, affiliates, subsidiaries, parents, partners and all of the Merger their present and the receipt of the Closing Merger Consideration to which the Stockholder is entitledpast directors, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directorsagents, stockholders, Subsidiaries employees and Affiliatesattorneys, and each of their respective heirs, Representatives, successors all other persons or entities who could be said to be jointly or severally liable with them (individually and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, collectively the “Releasees”), ) from and against any and all liabilities, claims, actions, causes of actionaction or suits presently asserted or not asserted, claimsaccrued or unaccrued, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever that Xxxxxxxxx had, now has has, or may hereafter have or could claim to have against any them, from the beginning of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior time to the Closing; date of execution of this Agreement, including, but not limited to, all claims and rights: (i) in any way arising from or based upon Xxxxxxxxx’x employment or service with the Employers; provided, however, that nothing herein contained at Section 3 of this Agreement or elsewhere shall be deemed or construed to release (a) constitute a waiver or limitation by Xxxxxxxxx with respect to his rights to indemnification for any right and all actions taken as an employee, officer, or director of the Stockholder expressly set forth in the Merger AgreementEmployers, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, applicable charter or articles of incorporation and bylaws of each of the corporations constituting the Employers and related regulations of the Office of Thrift Supervision; or (bii) which relate in any liabilities of a Releasee in connection with any future transactions between the parties that are not related way to the Merger Agreement termination of Xxxxxxxxx’x employment and other duties with the Employers, whether pursuant to any oral or written agreements that precede this Agreement. For the transactions contemplated thereby same exchange of consideration referenced immediately above, and (cintending to be legally bound, Xxxxxxxxx, and all other persons or entities claiming with, by, or through him, also releases the Releasees from any and all liabilities, claims, actions, causes of action or suits presently asserted or not asserted, accrued or unaccrued, known or unknown, that Xxxxxxxxx had, now has, or may have or could claim to have against them, from the beginning of time to the date of execution of this Agreement, including, but not limited to, all claims and rights in any way arising from or based upon any claims for wrongful discharge, libel, slander, breach of contract, impairment of economic opportunity, intentional infliction of emotional distress or any other tort, or claims under federal, state, or local constitutions, statutes, regulations, ordinances, or common law, including without limitation claims under the Federal Age Discrimination in Employment Act, the Federal Older Workers Benefit Protection Act, Title VII of Civil Rights Act of 1964, the Americans with Disabilities Act, the Maryland Wage Payment and Collection Law, the Maryland Wage and Hour Law, the Employee Retirement Income Security Act of 1974, the Civil Rights Acts of 1866, 1871, 1964, and 1991, the Rehabilitation Act of 1973, the Equal Pay Act of 1963, the American with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, and any other statute or law, but excluding any waiver or release from the continuing rights to indemnification as referenced at Section 3(i) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesherein.

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

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

Release of Claims. (a) Subject to and upon the consummation In consideration of the receipt the Merger and the receipt Consideration, each Stockholder (in its capacity as a Stockholder of the Closing Merger Consideration to which the Stockholder is entitledCompany), the Stockholder(collectively, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), ) hereby fully releases and unconditionally (subject to discharges the receipt of the amounts specified in this paragraph) releases, acquits Company and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates its Affiliates and their respective past, present or and future directors, officers, directors, employees, counsel and agents, representatives and the Company Stockholders prior to Closing their respective successors and assigns (such personscollectively, the “Releasees”)) fully, finally and forever, from all and against any and all liabilitiesmanner of claims, actions, rights, causes of actionactions, claimssuits, demandsobligations, liabilities, debts, due sums of money, agreements, promises, damages, judgments, debtsexecutions, dues accounts, expenses, costs, attorneys’ fees and suits of every kinddemands whatsoever, nature and description whatsoeverwhether in law, contract or equity, whether known or unknown, asserted matured or unassertedunmatured, suspected foreseen or unsuspectedunforeseen, absolute arising out of events existing or contingentoccurring contemporaneously with or prior to the Effective Time (including whether or not the Merger Consideration Schedule did not accurately reflect the terms of the Company Certificate of Incorporation) or otherwise relating to such Stockholder’s acquisition, unmatured ownership, control or inchoate, both at law and in equity, which sale of Company Common Stock (including any rights to indemnities from the Stockholder Company or any of the Releasors ever had, now has or may hereafter have against its Affiliates pursuant to any of the Releasees, on or Contract entered into by reason of any matter, cause or thing whatsoever that arose prior to the Closing; such Stockholder in connection with such issuance); provided, however, that nothing contained herein shall be deemed operate to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with based upon, arising out of or relating to, without duplication, (i) this Agreement or any future transactions between of the parties that are not related Transaction Documents, (ii) the obligations of any insurer under any insurance policy, (iii) any rights to indemnification to the Merger extent provided for (A) in the Company Organizational Documents or (B) pursuant to Indemnification Agreement by and between any Stockholder and the Company entered into prior to the date hereof and made available to Parent prior to the date hereof, (iv) if applicable, any rights to compensation or other employment benefits earned or accrued by or for his benefit prior to the transactions contemplated thereby and Closing in respect of services performed as an employee or consultant of the Company prior to the Closing, solely to the extent not paid by the Company prior to the Closing, (cv) any employment compensation agreement or benefits matter affecting consulting agreement, as applicable, entered into connection with the consummation of the Transactions, in each of clauses (iv) and (v) to the extent such agreements and the agreements underlying such services have been made available to Parent or (vi) any Releasor in his claims, actions, or her capacity causes of action that, as a directormatter of applicable Law, manager, officer or employee of the Company, its Affiliates or its Subsidiariesare not waivable.

Release of Claims. (a) Subject to and Effective upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledClosing, the StockholderSellers, andon behalf of themselves, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirscontrolled and controlling Persons, Representativeslegal representatives, successors and assigns (such personseach, the a “ReleasorsReleasor”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) completely releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger SubLaw, the Company, Purchaser and their Affiliates and each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, advisors, successors and assigns (each, a “Purchaser Releasee”) and each Group Company and its Affiliates and each of their respective officers, directors, employees, agents, advisors, successors and assigns (each, a “Company Releasee” and, together with the Company Stockholders prior to Closing (such personsPurchaser Releasees, the “Releasees”), from and against any and all liabilitieslosses, Liabilities, suits, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverdebts or rights, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute fixed or contingent, unmatured known after reasonable inquiry (in the case of all Releasees) or inchoateunknown (in the case of the Company Releasees only), both matured or unmatured, arising out of, relating to, or in any manner connected with any facts, events or circumstances, or any actions taken, at law or prior to the Effective Time that any Releasor ever had or now has against the Releasees, excluding any Liabilities arising out of or related to the transactions contemplated by this Agreement, the Transaction Documents and in equityunpaid compensation, which benefits, expense reimbursements or similar matters relating to compensation of such Person. Effective upon the Stockholder Closing, the Company and each Seller shall not, and, to the extent within its control, shall not cause or permit its equity holders or any of their respective controlled and controlling Persons, legal representatives, successors and assigns, to assert any claims against the Releasors ever had, now has or may hereafter have against any Releasees in respect of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior claims released pursuant to the Closing; provided, however, that nothing herein shall be deemed to release preceding sentence. The Sellers (a) any right of understands that, effective upon the Stockholder expressly set forth Closing, the release contained in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may this Section 6.8 shall be entitled pursuant to the Merger Agreement in accordance with the terms thereof, binding on each Releasor and (b) any liabilities represents and warrants that (i) it has had the opportunity to consult with legal counsel of a Releasee in connection with any future transactions between its choice, (ii) it is fully informed of the parties that are not related to the Merger Agreement or the transactions contemplated thereby nature and contents of this release and (ciii) it has entered into this release freely and without any employment compensation threat or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariescoercion whatsoever.

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

Release of Claims. Effective as of the Closing, except with respect to (a) Subject any claim to enforce the terms of or any breach of this Agreement or any Related Agreement and upon (b) if (and only if) Member is an officer, member or director of Seller, any rights, if any, with respect to any directors’ and officers’ liability insurance policy (collectively, the consummation “Unreleased Claims”), (i) each Member, on behalf of such Member and such Member’s predecessors, successors, assigns, next-of-kin, representatives, administrators, executors, trusts, agents, and any other Person claiming by, through or under any of the Merger foregoing and the receipt (ii) Seller, on behalf of, as applicable, Seller, SG Land and their respective predecessors, successors, assigns, next-of-kin, representatives, administrators, executors, trusts, agents and any other Person claiming by, through or under any of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns foregoing (such personscollectively, the “Releasors”), hereby fully unconditionally and unconditionally (subject to the receipt of the amounts specified in this paragraph) releasesirrevocably waives, acquits releases and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, discharges Buyer and Parent and each of their subsidiaries respective Affiliates and affiliates and each of their respective officers, managers, directors, equityholders, financing sources, advisors, consultants and representatives and any predecessors, successors or assigns of any of the foregoing (each, a “Released Person”), from any past, present or future officersdispute, directorsclaim, employeescontroversy, counsel and agentsdemand, and right, obligation, Liability, action or cause of action of any kind or nature, whether unknown, unsuspected or undisclosed, related to any matters, causes, conditions, acts, conduct, claims, circumstances or events arising out of or related to the Company Stockholders prior to Closing Business (such personscollectively, the “ReleaseesReleased Liabilities”), and none of any Member, Seller or any other Releasor will seek to recover any amounts in connection therewith or thereunder from any Released Person. Each Member and Seller represents on such Member’s or Seller’s own behalf and on behalf of its Releasors that none of such Releasors has asserted any claim against any Released Person for indemnification or otherwise and all liabilitiesthat none of such Releasors is aware of any claim by any of such Releasors (nor of any fact, actionscircumstance or event that forms or would form the basis for any such claim) other than Unreleased Claims or claims that are waived, causes released and forever discharged under this Section 18. Each Member and Seller is aware that such Member and Seller, as applicable, and any of actionits Releasors may hereafter discover claims or facts in addition to or different from those that such Member, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder Seller or any of its Releasors now know or believe to be true with respect to the matters released herein, but that, except for the Unreleased Claims, it is the intention of such Member and Seller and their respective Releasors ever hadto fully and finally release all Released Liabilities and Liabilities of any nature related thereto that do exist, now has may exist or may hereafter heretofore have against existed. Each Member and Seller represents and warrants on such Member’s or Seller’s, as applicable, own behalf and on behalf of its respective Releasors to the Released Persons that none of any such Member, Seller or any of the Releaseestheir respective Releasors has assigned or transferred or purported to assign or transfer to any Person all or any portion of, on or by reason of any matter, cause interest in any Released Liability or thing whatsoever any Legal Proceeding or Liability that arose prior is or that purports to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement released or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesdischarged under this Section 18.

Release of Claims. (ai) Subject to and upon the consummation Seller agrees that, as of the Merger Effective Time, Seller, on behalf of itself and the receipt of the Closing Merger Consideration to which the Stockholder is entitledother Releasing Persons, the Stockholderdoes hereby irrevocably, andunconditionally, if the Stockholder is a legal entityvoluntarily, together with the Stockholder’s officersknowingly, directorsfully, stockholders, Subsidiaries and Affiliatesfinally, and completely forever release and discharge each of their respective heirsReleased Person from, Representatives, successors against SMRH:4867-3272-9957.9 -8- 062123 0003-000003 and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject with respect to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesClaims that any Releasing Person ever had or now has, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have or acquire, against any Released Person that arise out of the Releaseesor in any way relate, on directly or by reason of indirectly, to any matter, cause or thing thing, act or failure to act whatsoever that arose occurring at any time on or prior to the Closing; providedEffective Time (other than the Non-Released Claims). Without limitation, however, the Released Claims include Claims (other than Non-Released Claims) that nothing herein shall be deemed to release arise from or by reason of (a) any right Seller’s ownership of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofMembership Interest, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby Seller’s role as Managing Member, and (c) any employment compensation the operation, business, affairs, management, or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee financial condition of the CompanyCompany Entities. Seller further agrees that from and after the Effective Time it shall not, its Affiliates nor shall it permit any other Releasing Person to, institute any litigation, lawsuit, claim or its Subsidiaries.action against the any Released Person with respect to any Released Claims. (ii) Buyer agrees that, as of the Effective Time, Buyer, on behalf of itself and the other Releasing Persons, does hereby irrevocably, unconditionally, voluntarily, knowingly, fully, finally, and completely forever release and discharge each Released Person from, against and with respect to any and all Claims that any Releasing Person ever had or now has, or may hereafter have or acquire, against any Released Person that arise out of or in any way relate, directly or indirectly, to any matter, cause or thing, act or failure to act whatsoever occurring at any time on or prior to the Effective Time (other than the Non-Released Claims). Without limitation, the Released Claims include Claims (other than the Non-Released Claims) that arise from or by reason of (a) Buyer’s ownership interests in the Company and (b) the operation, business, affairs, management, or financial condition of the Company Entities. Xxxxx further agrees that from and after the Effective Time it shall not, nor shall it permit any other Releasing Person to, institute any litigation, lawsuit, claim or action against the any Released Person with respect to any Released Claims. (c)

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

Release of Claims. (a) Subject to and upon the consummation In consideration of the Merger Severance and the receipt other consideration to be provided to the Executive pursuant to this Agreement, the sufficiency of the Closing Merger Consideration to which the Stockholder Executive acknowledges is entitledfair and sufficient, the StockholderExecutive, and, if the Stockholder is a legal entity, together with the Stockholder’s officersintention of binding himself and his heirs, directorsexecutors, stockholdersadministrators, Subsidiaries successors and Affiliatesassigns, does hereby release, remise, acquit and forever discharge Holdings, the Company and each of their respective heirs, Representatives, successors subsidiaries and assigns affiliates (such personscollectively, the “ReleasorsCompany Group”), hereby fully their present and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future former officers, directors, employeesexecutives, counsel shareholders, members, agents, advisors, attorneys, employees and agentsemployee benefit plans (and the fiduciaries thereof), and the Company Stockholders prior to Closing successors, predecessors and assigns of each of the foregoing (such personscollectively, the “ReleaseesCompany Released Parties”), of and from and against any and all liabilitiesclaims, actions, causes of action, claimscomplaints, charges, demands, rights, damages, judgments, debts, dues sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and suits liabilities of every kindwhatever kind or nature in law, nature and description whatsoeverequity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held (collectively “Claims”), arising on or prior to the Effective Date (as defined below) of this Agreement, against any Company Released Party, including, but not limited to, Claims (i) under any contract, agreement, or understanding that Executive may have or may have had with any of the Releasors ever hadCompany Released Parties, now has whether written or may hereafter have against oral, at any time prior to the Effective Date of this Agreement; (ii) that arise out of, or relate to, the Executive’s employment or relationship with any member of the Company Group or termination thereof, including, without limitation, Claims for severance benefits, unpaid wages, salary or incentive payments, bonuses, stock options, deferred compensation, equity, phantom equity, vacation, personal or sick time, other fringe benefits, attorneys’ fees, other monetary or equitable relief, or any tangible or intangible property of Executive’s that remains with any of the ReleaseesCompany Released Parties; (iii) for breach of contract, on wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or by reason other tort; (iv) for any violation of applicable federal, state and local laws, including, without limitation, all laws concerning unlawful and unfair labor and employment practices; and (v) for employment discrimination under any matterapplicable federal, cause state or thing whatsoever that arose prior to local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Closing; providedCivil Rights Act of 1964 (“Title VII”), howeverthe Civil Rights Act of 1988, that nothing herein shall be deemed to release the Civil Rights Act of 1991, the Fair Labor Standards Act, the Americans with Disabilities Act (a“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA’’), and any similar or analogous state statute, excepting only: (x) any the right of the Stockholder expressly set forth in the Merger Agreement, including the right Executive to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement COBRA continuation coverage in accordance with applicable law; (y) claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan within the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby Company Group; and (cz) rights to indemnification the Executive may have under the by-laws or certificate of incorporation of Holdings and the Company and its affiliates; any employment compensation applicable law; or benefits matter affecting any Releasor in his applicable directors’, officers’, fiduciary, professional liability, or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesother applicable insurance policy (if any).

Release of Claims. Except for the performance by the parties of the provisions of this Agreement and further except for the representations, warranties and indemnities of the parties contained herein (a) Subject to which representations, warranties and upon indemnities shall survive the consummation of the Merger this Agreement and the receipt of the Closing Merger Consideration as to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”parties shall continue to be liable), hereby fully GBMT, for itself and unconditionally (subject to the receipt on behalf of the amounts specified in this paragraph) releasesall its direct and indirect partners, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel affiliates (both persons and entities), representatives, agents, representatives, servants, trustees, beneficiaries, predecessors in interest, successors in interest, assigns, nominees and the Company Stockholders prior to Closing insurers (such personscollectively, the “Releasees”"Releasing Parties"), shall be deemed to have released and forever discharged Holders and all direct and indirect partners, officers, directors, employees, affiliates(both persons and entities, including, without limitation, Steven Hicks, Dan Pickett, Navigator Management and Thomson Kernaghax) xxx xxxxxsexxxxxxxx, xgents, representatives, servants, trustees, beneficiaries, predecessors in interest, successors in interest, assigns, nominees and insurers of Holders and Southridge Capital Management LLC (collectively "related parties"), of and from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues actions and suits causes of every kind, nature and description whatsoeveraction, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute fixed or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or that any of the Releasors ever Releasing Parties may have had, may now has have or may hereafter acquire with respect to any matters whatsoever arising under or in any way related to (i) Purchase Agreements and Credit Agreement and all agreements entered into in connection therewith (collectively the "Documents"), (ii) any act which may constitute a defense to the performance of the Documents, and (iii) any claims GBMT may have against any of the Releasees, on Holders and related parties with respect to or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any alleged violation of any state or Federal securities laws, including the Securities Act and the Exchange Act (as defined in the Purchase Agreements). The parties agree not to divulge the terms of this Agreement to any person or entity whatsoever, unless required to do so by law or as provided for in this Agreement. GBMT represents, warrants and covenants that it has not, and at the time this release becomes effective will not have, sold, assigned, transferred or otherwise conveyed to any other person or entity all or any portion of its rights, claims, demands, actions or causes of action herein released. GBMT acknowledges that it is familiar with Section 1542 of the Civil Code of the State 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 favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." GBMT hereby waives any and all rights and benefits that it now has or in the future transactions between may have under Section 1542 of the Civil Code (and under the comparable provisions of any other applicable law) and agrees and acknowledges that this Agreement contains a full and final release applying to unknown and unanticipated claims, injuries or damages arising out of the subject matter hereof, as well as to those now known or disclosed. GBMT represents and warrants that it has relied wholly upon its own judgment, belief and knowledge of the existence, nature, extent or duration of any claim, demand, debt, damage, liability, account, reckoning, obligation, cost, expense, cause of action, chosen action, right of indemnity, agreement or promise that it may have against Holders and the other released parties and that it has made full investigations with respect to potential rights and claims released and that it has not been influenced to any extent whatsoever in making the releases contemplated by this agreement by any representation or statement regarding any such matter. Each party further represents and warrants that it is executing and delivering this Agreement and, as applicable, the releases contemplated hereunder after having received full legal advise as to its rights hereunder and the legal effect thereof from legal counsel of its own choosing. Notwithstanding the above, this Agreement is not intended to and does not, release or extinguish the rights of any of the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesenforce this Agreement.

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

Release of Claims. (a) Subject to Each Company, by executing this Agreement, hereby acknowledges and upon the consummation agrees that none of the Merger and Companies has any offsets, defenses, claims, recoupments, causes of action (whether in tort, contract or otherwise) or counterclaims against the receipt Lender or any of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the StockholderLender’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agentsattorneys, representatives, parents, affiliates, predecessors, successors, or assigns with respect to the Obligations or the Loan Documents, and the that if such Company Stockholders prior to Closing (such personsnow has, the “Releasees”)or ever did have, from and against any and all liabilitiesoffsets, actionsdefenses, claims, recoupments, causes of actionaction (whether in tort, claimscontract or otherwise) or counterclaims against the Lender or any of the Lender’s officers, demandsdirectors, damagesemployees, judgmentsattorneys, debtsrepresentatives, dues and suits of every kindparents, nature and description whatsoeveraffiliates, predecessors, successors, or assigns, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and or in equity, from the beginning of the world through this date and through the time of execution of this Agreement which directly or indirectly arise from or relate to the Stockholder Obligations or any of the Releasors ever had, now has Loan Documents or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby (collectively, “Claims”), all such Claims are hereby irrevocably and (c) unconditionally WAIVED, and each Company hereby irrevocably and unconditionally RELEASES the Lender and the Lender’s partners, officers, directors, employees, attorneys, representatives, parents, affiliates, predecessors, successors, and assigns from all such Claims and any employment compensation liability therefor. Each Company covenants that it will not sxx the Lender or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the CompanyLender’s officers, its Affiliates directors, employees, attorneys, representatives, parents, affiliates, predecessors, successors, or its Subsidiariesassigns with respect to any Claim released hereunder. Notwithstanding the foregoing, nothing contained in this Section 2.4 shall release any of the Companies from their rights of contribution among each other pursuant to Section 12.4 of the Financing Agreement.

Release of Claims. (a) Subject The Loan Parties may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Credit Agreement or the other Loan Documents. The Administrative Agent, the Lenders, the Issuing Lender, the Swingline Lender, and upon the consummation Loan Parties desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus the Loan Parties make the releases contained in this Section 14. In consideration of the Merger Administrative Agent and the receipt Lenders entering into this Amendment, the Loan Parties hereby fully and unconditionally release and forever discharge each of the Closing Merger Consideration to which the Stockholder is entitledAdministrative Agent, the StockholderLenders, andthe Issuing Lender, if the Stockholder is a legal entitySwingline Lender and their respective directors, together with the Stockholder’s officers, directorsemployees, stockholderssubsidiaries, Subsidiaries and Affiliatesbranches, and each of their respective heirsaffiliates, Representativesattorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (such personscollectively, the “ReleasorsReleased Parties”), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actionsallegations, causes of action, claimscosts or demands and liabilities, demandsof whatever kind or nature, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverarising prior to the date on which this Amendment is executed, whether known or unknownunknown to the Loan Parties on the date hereof, whether liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, absolute anticipated or contingent, unmatured or inchoate, both at law and in equityunanticipated, which the Stockholder Loan Parties have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, in each case, arising out of the Loans, the Obligations, the Credit Agreement or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger AgreementLoan Documents, including the right to receive administration or enforcement thereof (collectively, all of the Closing Merger Consideration to foregoing, the “Claims”). The Loan Parties represent and warrant that they have no knowledge of any Claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which it may on the date hereof would be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities basis of a Releasee in connection with any future transactions between Claim by the parties Loan Parties against the Released Parties which is not released hereby. The Loan Parties represent and warrant that are not related to the Merger Agreement or the transactions contemplated thereby foregoing constitutes a full and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee complete release of the Company, its Affiliates or its Subsidiariesall Claims.

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

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

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

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

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

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

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

Release of Claims. (a) Subject to and upon the consummation 1. In consideration of the Merger payments and benefits to be made under the Employment Agreement, dated as of [·] (the “Employment Agreement”), to which [·] (the “Executive”) and At Home RMS Inc., a Delaware corporation (the “Company”) (each of the Executive and the receipt Company, a “Party” and collectively, the “Parties”) are parties, the sufficiency of the Closing Merger Consideration to which the Stockholder is entitledExecutive acknowledges, the StockholderExecutive, and, if the Stockholder is a legal entity, together with the Stockholderintention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Holding (as defined in the Employment Agreement), the Company and each of its and their subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, stockholdersexecutives, Subsidiaries shareholders, agents, attorneys, employees and Affiliatesemployee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of their respective heirs, Representatives, successors and assigns the foregoing (such personscollectively, the “ReleasorsCompany Released Parties”), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actions, causes of action, claimscomplaints, charges, demands, rights, damages, judgments, debts, dues sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and suits liabilities of every kindwhatever kind or nature in law, nature and description whatsoeverequity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executive’s employment with the Company or any of the Releasors ever hadits subsidiaries and affiliates, now has or may hereafter have against any termination of such employment, including claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the ReleaseesCivil Rights Act of 1964 (“Title VII”), on the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), and any similar or by reason of any matteranalogous state statute, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.excepting only:

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

Release of Claims. (a) Subject to and Effective immediately upon the consummation Closing, each of the Merger Buying Parties and TEAI, on the receipt one hand, and Seller and Trustee, on the other, for itself and each of its Affiliates, predecessors, successors and assigns, hereby fully, finally and forever releases and discharges the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s other parties’ officers, directors, stockholdersmanagers, Subsidiaries and Affiliatesemployees, shareholders, unitholders, members, partners, agents, attorneys, accountants, insurers, parents, subsidiaries, Affiliates (including, but not limited to, the Louisiana Trust, in the case of Seller, and each Chisos, Ltd, in the case of their respective heirsBuyer), Representativesrelated Persons and entities, predecessors, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actionsdemands, losses, debts, taxes, causes of action, claims, demandsobligations, damages, judgmentscosts, debtsattorneys’ fees, dues and suits expenses, and/or claims raised or that could have been raised from the beginning of every kindtime through the Closing Date, nature and description whatsoeverincluding, but not limited to, any such claims based in contract, quasi-contract or tort (including negligence), any right to audit or to audited financial statements, any rights as third party beneficiary, or any rights arising under the Trust Agreement or any of the Conveyances (collectively, the “Released Claims”). The release of the Released Claims is effective regardless of whether any or all such claims are presently known or unknown, asserted or unasserted, suspected or unsuspected, absolute vested or contingent, unmatured accrued or inchoateyet to accrue, both at law and or asserted in equitylaw, which the Stockholder equity or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; otherwise; provided, however, that nothing herein shall be deemed to the release (a) does not release any right of the Stockholder obligation expressly set forth in this Agreement. The releasing parties acknowledge and understand the Merger Agreementsignificance and potential consequences of its release of unknown claims. The releasing parties intend that the claims released under this Agreement be construed as broadly as possible and agree to waive and relinquish all rights and benefits each releasing party may have under any statute or law of any jurisdiction. For the avoidance of doubt, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities foregoing release of a Releasee in connection with any future transactions between the parties that are claims shall not related to the Merger include claims arising out of or resulting from this Agreement or the transactions contemplated thereby other transaction documents which shall be executed and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of delivered by the Company, its Affiliates or its Subsidiariesreleasing parties at Closing.

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

Release of Claims. Borrowers, on behalf of themselves, and any person or entity claiming by or through any or all of them (a) Subject hereinafter collectively referred to as the "Releasors"), hereby unconditionally remise, release and upon the consummation of the Merger forever discharge Administrative Agent and the receipt of the Closing Merger Consideration to which the Stockholder is entitledLenders, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s their past and present officers, directors, stockholdersshareholders, Subsidiaries and Affiliatesagents, and each of their respective heirsparent corporation, Representativessubsidiaries, affiliates, trustees, administrators, attorneys, predecessors, successors and assigns and the heirs, executors, administrators, successors and assigns of any such person or entity, as releasees (such persons, hereinafter collectively referred to as the “Releasors”"Releasees"), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, manner of actions, causes of action, claimssuits, demandsdebts, damagesdues, accounts, bonds, covenants, contracts, agreements, promises, warranties, guaranties, representations, liens, mechanics' liens, judgments, debtsclaims, dues and suits of every kindcounterclaims, nature and description crossclaims, defenses, claims for damages (whether direct or indirect, consequential, special, exemplary, or punitive) and/or demands whatsoever, including claims for contribution and/or indemnity, whether now known or unknown, past or present, asserted or unasserted, suspected contingent or unsuspectedliquidated, absolute or contingent, unmatured or inchoate, both at law and or in equity, or resulting from any assignment, if any (hereinafter collectively referred to as the "Claims"), which the Stockholder or any of the Releasors ever had, now has have, or may hereafter have against any of the Releasees, on for or by reason of any mattercause, cause matter or thing whatsoever whatsoever, arising from the beginning of time to the date of execution of this Joinder Agreement, including, without limitation, any and all Claims relating to or arising from the lending or any other relationship between Administrative Agent, Lenders and any one or more of the Borrowers in connection with the Obligations. Each Borrower each hereby represents and warrants that arose it has not assigned, pledged, hypothecated and/or otherwise divested itself and/or encumbered all or any part of the Claims being released and waived hereby and that it hereby agrees to defend, indemnify, and hold harmless any and all of Releasees against whom any Claim so assigned, pledged, hypothecated, divested and/or encumbered is asserted. Each Borrower hereby further covenants and agrees never to commence, voluntarily aid in any way, foment, prosecute or cause to be commenced or prosecuted against any of the Releasees any action or other proceeding based upon any of the Claims which may have arisen at any time on or prior to the Closing; provided, however, that nothing herein shall be deemed date of this Joinder Agreement and were in any manner related to release (a) any right of the Stockholder expressly Obligations. If facts now exist which would or could give rise to any defense or Claim against arising out of, or with respect to the enforcement of this Joinder Agreement or any other Loan Document, as amended by this Joinder Agreement, each Borrower hereby unconditionally, irrevocably and unequivocally waives and fully releases any and all such defenses and Claims as if such defenses and Claims were the subject of a lawsuit, adjudicated to the final judgment from which no appeal could be taken, and therein dismissed with prejudice. Each Borrower waives the provisions of any applicable Laws restricting the waiver or release of Claims which the waiving or releasing party does not know or suspect to exist at the time of release, which if known, would have materially affected such Borrower's decision to agree to this release. In this regard, each Borrower hereby agrees, represents, and warrants to Administrative Agent and Lenders that each Borrower realizes and acknowledges that factual matters now unknown to a Borrower may have given or may hereafter give rise to causes of action, Claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and each Borrower further agrees, represents and warrants that the release provided hereunder has been negotiated and agreed upon in light of that realization, and that each Borrower nevertheless, hereby intends to release, discharge and acquit Administrative Agent and Lenders from any such unknown causes of action, Claims, demands, debts, controversies, damages, costs, losses, and expenses which are in any manner set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not or related to the Merger Loan Documents, the Obligations, and all dealings in connection therewith. For purposes of negotiating and finalizing this Joinder Agreement any signed document transmitted by facsimile machine, PDF or the transactions contemplated thereby other electronic method of distribution shall be treated in all manner and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity respects as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesan original document.

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