Common use of Release of Claims Clause in Contracts

Release of Claims. (a) Each Loan Party hereby absolutely and unconditionally releases and forever discharges the Administrative Agent, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. (a) Each In consideration for entering into this agreement, the sufficiency of which is acknowledged, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Party Agreement and the Loan Documents, each of the Borrowers hereby absolutely and unconditionally irrevocably releases and forever discharges the Administrative AgentLender and each of its affiliates, each Lendersubsidiaries, and any and all participantssuccessors, parent corporationsassigns, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, employees, agents, representatives and attorneys and employees of any of the foregoing (each, a “Releasee” Released Person”) of and collectivelyfrom all damages, the “Releasees”)losses, from any and all claims, demands or demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as of the date hereof against any kind, nature or descriptionReleased Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent to the extent arising in law out of, under or equity or upon contract or tort or under any state or federal law or otherwise from the Loan Agreement, Loan Documents and related transactions (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to . Each Borrower jointly and including the date of this Agreement which relates directly or indirectly, severally represents and warrants to the Credit Agreement Lender that it has not granted or purported to grant to any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to Person any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect interest whatsoever in any manner the finalClaim, absolute as security or otherwise. The Borrowers shall jointly and unconditional nature of the release set forth above. In connection with the releases set forth aboveseverally indemnify, defend and hold harmless each Loan Party expressly Released Person from and completely waives and relinquishes against any and all rights Claims and benefits that it has any loss, cost, liability, damage or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. expense (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all including reasonable attorneys’ fees and costs expenses) incurred by any Releasee as a result Released Person in investigating, preparing for, defending against, providing evidence or producing documents in connection with or taking other action in respect of such violationany commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.

Release of Claims. (a) Each Loan Party hereby absolutely Subject to and unconditionally releases upon the consummation of the Merger and forever discharges the Administrative Agentreceipt of the Closing Merger Consideration to which the Stockholder is entitled, each Lenderthe Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and any and all participantseach of their respective heirs, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitorsRepresentatives, successors and assigns thereof(such persons, together with all 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 and former or future officers, directors, officersemployees, counsel and agents, attorneys and employees of any of the foregoing Company Stockholders prior to Closing (each, a “Releasee” and collectivelysuch persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands or causes demands, damages, judgments, debts, dues and suits of action of any every kind, nature or descriptionand description whatsoever, whether arising known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”)equity, which such Loan Party has the Stockholder or any of the Releasors ever had, now has or has made claim to may hereafter have against any such person for of the Releasees, on or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, that arose prior to the Credit Agreement or Closing; provided, however, that nothing herein shall be deemed to release (a) any other Loan Document, whether such claims, demands and causes right of action are matured or unmatured or known or unknown, except for the duties and obligations Stockholder expressly set forth in this the Merger Agreement. Each Loan Party understands, acknowledges and agrees that including the release set forth above right to receive the Closing Merger Consideration to which it may be pleaded 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 full director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and complete defense every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to any Claim the releases contained herein, and may be used as a basis for an injunction against any actionhaving been so advised, suit or other proceeding which may be instituted, prosecuted or attempted in breach specifically waives the benefit of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASERELEASE AND THAT, WHICH IF KNOWN BY HIM OR HER MUST HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it will not ▇▇▇ (at law, in equity, in has or may have under any regulatory proceeding similar provision of the statutory or otherwise) any Releasee on the basis non-statutory law of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) aboveother jurisdiction. If any Loan Party violates The Stockholder acknowledges that the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationdifferent or additional facts.

Release of Claims. (a) Each Loan Party hereby absolutely and unconditionally releases and forever discharges the Administrative Agent, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever whatsoever, in each case, arising out of, or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan DocumentAmendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this AgreementAmendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASERELEASE AND THAT, WHICH IF KNOWN BY HIM OR HER MUST HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORDEBTOR OR RELEASED PARTY. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. In consideration of the promises and payments set forth herein, and as a material inducement for the parties to enter into this Agreement, the parties state as follows: (a) Each Loan Party Employee hereby absolutely and unconditionally releases releases, acquits, and forever discharges the Administrative AgentCompany and its subsidiaries, each Lenderaffiliates, estates, divisions, successors, insurers and assigns, attorneys and all of their owners, stockholders, general or limited partners, agents, directors, managers, officers, trustees, representatives, employees, the subrogees of all of the above, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing thereof (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or charges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action action, suits, rights, entitlements, costs, losses, debts, and expenses (including attorneys’ fees and legal expenses) of any kindnature whatsoever, nature known or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”)unknown, which such Loan Party has Employee now has, had, now has or has made may hereafter claim to have had against the Releasees and/or any such person for or of them by reason of any matter, act, omission, mattertransaction, cause occurrence, or thing whatsoever arising from the beginning of time event that has occurred or is alleged to have occurred up to and including the date Effective Date of this Agreement; provided, however, that the foregoing Release is not intended to and shall not release (i) any claims Employee may have to indemnification pursuant to the Company’s Certificate of Formation, Operating Agreement or the Delaware Limited Liability Company Act (including any amendments), (ii) any rights Employee may have pursuant to any policies of insurance maintained by the Company, (iii) any rights Employee may continue to have pursuant to any Incentive Unit Grant Agreement to which Employee is a party, the Rubicon Global Holdings, LLC Profits Participation Plan or the Sixth Amended and Restated Operating Agreement of the Company, as amended, to the extent Employee continues to be a member of the Company following the Separation Date, (iv) any rights Employee has in respect of the Special Performance Bonus under Section 3(c) or Section 7 of the Employment Agreement, (v) any benefit plans maintained by the Company, (vi) any right to enforce the provisions of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Employment Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or (vii) any other similar provision of law claims or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORrights that are not releasable under applicable law. (b) Each Loan Party hereby absolutelyThis Release includes a knowing and voluntary waiver and release of any and all claims including, unconditionally but not limited to, claims for nonpayment of wages, overtime or bonuses or other claims pursuant to the Fair Labor Standards Act, breach of contract, fraud, loss of consortium, emotional distress, personal injury, injury to reputation, injury to property, intentional torts, negligence, wrongful termination, constructive discharge, retaliation, discrimination, harassment, non-payment of equity in the Company, and irrevocably covenants any and all claims for recovery of lost wages or back pay, fringe benefits, pension benefits, liquidated damages, front pay, compensatory and/or punitive damages, attorneys’ fees, injunctive or equitable relief, or any other form of relief under any federal, state, or local constitution, statute, law, rule, regulation, judicial doctrine, contract, or common law. Employee specifically agrees with that, except for payments conditioned on his execution of this Agreement, Employee has been paid all overtime, bonuses, wages or other monies due and payable to Employee as of the Effective Date of this Agreement. Specifically included, without limitation, in favor this waiver and release is a knowing and voluntary waiver and release of each Releasee that it will all claims of employment discrimination, including but not limited to disability discrimination, harassment, retaliation or any other claims under the Americans With Disabilities Act; any claims under the Americans With Disabilities Act Amendments Act of 2008; any claims under Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991; any claims under the Age Discrimination in Employment Act; any claims under the National Labor Relations Act; any claims under the Fair Labor Standards Act; any claims under the Family and Medical Leave Act; any claims under the Occupational Safety and Health Act; any claims under the Employee Retirement Income Security Act of 1974; any claims under The L▇▇▇▇ (at ▇▇▇▇▇▇▇▇▇ Fair Pay Act of 2009; any and all federal or state laws pertaining to employment or employment benefits, based on any federal, state, or local constitution, statute, law, rule, regulation, judicial doctrine, contract, or common law, or other theory arising out of any matter, act, omission, transaction, occurrence, or event that has occurred or is alleged to have occurred up to and including the Effective Date of this Agreement. Executive further agrees not to accept, recover, or receive any monetary damages or any other form of relief which may arise out of or in equityconnection with any administrative remedies which may be filed or pursued independently by any governmental agency or agencies, whether federal, state or local or in connection with any legal action pursued by other individuals against the Company and any and all claims for attorney’s fees and costs. However, nothing in this Agreement shall be construed to prohibit Executive from filing a charge or complaint with the Equal Employment Opportunity Commission, or its state equivalent agency; or participating in any regulatory investigation or proceeding conducted by the Equal Employment Opportunity Commission, or otherwiseits state equivalent agency. (c) Employee expressly acknowledges that this Agreement may be pled as a complete defense and may bar any Releasee and all claims, known or unknown, against any or all the Releasees based on any matter, act, omission, transaction, occurrence, or event that has occurred or is alleged to have occurred up to and including the basis Effective Date of any Claim releasedthis Agreement. (d) Employee acknowledges that this general release extends also to claims that Employee does not know or suspect to exist in Employee’s favor at the time of executing this Agreement which, remised if known by Employee, might have materially affected Employee’s decision to execute this Agreement. Employee hereby knowingly and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself voluntarily waives and its successors relinquishes all rights and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition benefits which Employee may have under applicable law with respect to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationgeneral release provisions.

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”) Each Loan Party and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (my “Employment Agreement”). For and in consideration of the 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 absolutely and unconditionally releases agree to release and forever discharges discharge the Administrative Agent, Company and each Lenderof its direct and indirect parent and subsidiary entities, and any all of their respective predecessors, successors, and all participantspast, current, and future parent corporationsentities, affiliates, subsidiary corporationsentities, affiliated corporationsinvestors, insurersdirectors, indemnitorsshareholders, successors and assigns thereof, together with all of the present and former directorsmembers, officers, general or limited partners, employees, attorneys, agents, attorneys and employees representatives, and the employee benefit plans in which I am or have been a participant by virtue of any of my employment with or service to the foregoing Company (each, a “Releasee” and collectively, the “Company Releasees”), from any and all claimsclaims 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, demands relating to, or causes 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 action 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 kindkind that may be brought in any court or administrative agency, nature or descriptionand any related claims for attorneys’ fees and costs, whether arising 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 law or equity or upon contract or tort or under 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 federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of local law. I agree further that this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above Release may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit suit, arbitration, or other proceeding which covered by the terms hereof that is or may be institutedinitiated, prosecuted prosecuted, or attempted in breach maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the provisions date I execute this Release, I 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 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 (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 to the extent such release. Each Loan Party agrees Proceeding relates to a claim not waived hereunder; and (ii) waive any right that no fact, event, circumstance, evidence or transaction which could now be asserted or which I may hereafter be discovered will affect have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the finalEqual Employment Opportunity Commission (“EEOC”), absolute except in each case 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 unconditional nature 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 (i) claims to receive my severance payments and benefits in accordance with the terms of the Employment Agreement, (ii) 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 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 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. In connection with I understand and acknowledge that I will not be entitled to the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights severance payments and benefits unless this Release is effective on or before the date that it has or may ever have pursuant to Section 1542 is sixty (60) days following the date of the Civil Code my termination of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORemployment. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. In consideration of the benefits provided to the Borrowers under the terms and provisions hereof, each Borrower hereby agrees as follows ("General Release"): (a) Each Loan Party Borrower, for itself and on behalf of its successors and assigns, does hereby absolutely and unconditionally releases release, acquit and forever discharges discharge the Administrative Agent, each Agent and the Lender, and any all of their respective predecessors in interest, and all participantsof their respective past and present officers, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officersattorneys, affiliates, employees and agents, attorneys of and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action action, defenses, offsets, debts, sums of any money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature nature, description or descriptioncharacter, whether arising in law known or equity unknown, suspected or upon contract unsuspected, liquidated or tort or under any state or federal law or otherwise unliquidated, each as though fully set forth herein at length (each, a “"Released Claim” " and collectively, the “"Released Claims”"), which such Loan Party has had, that any Borrower now has or has made claim to have against any such person for or by reason may acquire as of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of that the Borrowers have executed and delivered this Agreement which relates directly or indirectly, Amendment to the Credit Agreement or any other Loan DocumentAgent (hereafter, whether such claimsthe "Release Date"), demands and causes of action are matured or unmatured or known or unknownincluding without limitation, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect those Released Claims in any manner the finalway arising out of, absolute and unconditional nature of the release set forth above. In connection connected with the releases set forth above, each Loan Party expressly and completely waives and relinquishes or related to any and all rights prior credit accommodations, if any, provided by the Agent or the Lender, or any of their respective predecessors in interest, to any Borrower, and benefits that it has any agreements, notes or may ever have pursuant to Section 1542 documents of any kind related thereto or the Civil Code of the State of Californiatransactions contemplated thereby or hereby, or any other similar provision of law agreement or principle of equity in any jurisdiction pertaining document referred to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORherein or therein. (b) Each Loan Party Borrower hereby absolutelyacknowledges, unconditionally represents and irrevocably covenants warrants to the Agent and the Lender that it agrees with to assume the risk of any and all unknown, unanticipated or misunderstood Released Claims which are released by the provisions of this General Release in favor of the Agent and the Lender, and each Releasee Borrower hereby waives and releases all rights and benefits which it might otherwise have under any state or local laws or statutes with regard to the release of such unknown, unanticipated or misunderstood Released Claims. (c) Each person signing below on behalf of a Borrower acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that any Borrower may have as of the Release Date. Each Borrower hereby acknowledges that it will not ▇▇▇ has had an opportunity to obtain an attorney’s advice concerning the legal consequences of each of the provisions of this General Release. (at lawd) Each Borrower hereby specifically acknowledges and agrees that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of the Agent or the Lender; (ii) the provisions of this General Release shall constitute an absolute bar to any Released Claim of any kind, in equitywhether any such Released Claim is based on contract, in tort, warranty, mistake or any regulatory proceeding other theory, whether legal, statutory or otherwiseequitable; and (iii) any Releasee on attempt to assert a Released Claim barred by the basis provisions of any Claim releasedthis General Release shall subject a Borrower to the provisions of applicable law setting forth the remedies for the bringing of groundless, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result frivolous or baseless claims or causes of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationaction.

Release of Claims. (a) Each Loan Party hereby absolutely On behalf of themselves and unconditionally releases and forever discharges the Administrative Agent, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former their respective directors, officers, agentsmanagers, attorneys members, shareholders and employees employees, the Company, on the one hand and the PW Group/▇▇ ▇▇▇▇ Group Shareholders on the other hand severally and not jointly release and forever discharge each other, and each of any of the foregoing their respective successors, assigns, parent and subsidiary companies, joint ventures, partnerships, owners, directors, officers, partners, principals, managers, members, employees, attorneys, consultants, financial advisors, shareholders, insurers and agents (each, a “Releasee” and collectively, the “ReleaseesReleased Persons”)) from all claims and demands, from any rights and all claims, demands or causes of action of any kind, nature kind arising out of or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectivelyrelating to this Agreement, the “Claims”)Nomination Notice, which such Loan Party has hadthe Rights Agreement, now has or has made claim to have against any such person for or by reason and the election of any act, omission, matter, cause or thing whatsoever arising directors at the 2015 Annual Meeting from the beginning of time to and including through the date of this Agreement which relates directly or indirectly, release. Notwithstanding anything to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth contrary in this Section 9, the Company, on the one hand, and the PW Group/▇▇ ▇▇▇▇ Group Shareholders on the other hand, severally and not jointly do not release any obligations or claims related to the enforcement of the terms and provisions of this Agreement. Each Loan Party understands, acknowledges and agrees . (b) It is the intention of the Parties that the foregoing release set forth above in clause (a) shall be effective as a bar to all matters released herein. In furtherance and not in limitation of such intention, the release described herein shall be, and shall remain in effect as, a full and complete release, notwithstanding the discovery or existence of any additional or different facts or claims. It is expressly understood and agreed that this Agreement is intended to cover and does cover not only all known facts and/or claims but also any further facts and/or claims not now known or anticipated, but which may later develop or should be pleaded discovered, including all the effects and consequences thereof. Each Party expressly acknowledges and understands that it may hereafter discover facts in addition to or different from those which it now believes to be true with respect to the subject matter of the matters released herein, but expressly agrees that it has taken these possibilities into account in electing to participate in this Agreement, and that the release given herein shall be and remain in effect as a full and complete defense release notwithstanding the discovery or existence of any such additional or different facts, as to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of assumes the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORrisk. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. (a) Each Loan Party hereby absolutely The Note Holder, on his, her or its behalf and, if and unconditionally releases and forever discharges only to the Administrative Agentextent permitted under applicable Law, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees on behalf of any of the foregoing (eachNote Holder’s heirs, a “Releasee” and collectivelysuccessors in interest or assigns, the “Releasees”), from any and all claimsother Persons that might allege a claim, demands demand, complaint, cause of action, suit, proceeding, arbitration, audit, hearing, investigation or causes of action of any kindinquiry (whether formal or informal, nature civil, criminal or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise administrative) (each, a “Claim” ”) through the Note Holder or on his, her or its behalf, hereby knowingly, fully, unconditionally and collectivelyirrevocably (i) acknowledges and agrees that he, she or it has no rights or entitlements with respect to 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 any kind to any Company-Owned IP, and (iii) releases, effective as of immediately prior to the “Claims”)Effective Time, which such Loan Party has hadany and all Claims (whether held directly, now derivatively, or otherwise) that the Note Holder has or has made claim to may have against the Company or any present or former director, officer, manager, employee or agent of the Company, in such person for Person’s capacity as such, whether asserted or by reason of unasserted, known or unknown, contingent or noncontingent, past or present, arising or resulting from or relating, directly or indirectly, to any act, omission, matter, cause event or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, occurrence prior to the Credit 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 interest or assigns and all Persons that might allege a Claim through the Note Holder or on the Note Holder’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 breach of any of the representations and warranties set forth in Article IV of the BCA and the covenants of the Company set forth in Article VI of the BCA. Notwithstanding the foregoing, nothing in this Section 3 will be deemed to constitute release (i) by the Note Holder of any of his, her or its rights under this Agreement or any other Loan DocumentTransaction Document to which it is a party or (ii) to the extent the Note Holder is a director, whether such claimsofficer, demands employee, agent, consultant or independent contractor of the Company, by the Note Holder of any right of the Note Holder to receive accrued but unpaid wages, salary, compensation, bonuses, accrued vacation and causes of action are matured any other accrued but unpaid compensation and/or benefits (other than any equity-based compensation) owed to the Note Holder in his, her or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded its capacity as a full and complete defense to service provider or any Claim and may employment rights that cannot be used waived as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach matter of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORapplicable Law. (b) Each Loan Party Contingent upon, and effective immediately prior to, the Effective Time, the Note Holder hereby absolutely, unconditionally and irrevocably covenants releases, discharges and agrees with waives any and all of his, her or its rights under the certificate of incorporation and bylaws of the Company and the Company Convertible Notes (in favor of each Releasee that it will not ▇▇▇ (at lawcase, in equity, the form in force at the date of execution of this Agreement or at any prior or subsequent time) where the exercise of any such right would in any regulatory proceeding way prevent, conflict with, hinder, or be inconsistent with the execution and performance of this Agreement or the consummation of the Merger or any of the other Transactions. (c) The Note Holder agrees to irrevocably waive and not to exercise any rights of appraisal or any dissenters’ rights that the Note Holder may have (whether under applicable Law or otherwise) any Releasee on or could potentially have or acquire in connection with the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates Merger or the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationTransactions.

Release of Claims. In consideration of the promises and payments set forth herein, and as a material inducement for the parties to enter into this Agreement, the parties state as follows: (a) Each Loan Party Employee hereby absolutely and unconditionally releases releases, acquits, and forever discharges the Administrative AgentCompany and its subsidiaries, each Lenderaffiliates, estates, divisions, successors, insurers and assigns, attorneys and all of their owners, stockholders, general or limited partners, agents, directors, managers, officers, trustees, representatives, employees, the subrogees of all of the above, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing thereof (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or charges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action action, suits, rights, entitlements, costs, losses, debts, and expenses (including attorneys’ fees and legal expenses) of any kindnature whatsoever, nature known or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”)unknown, which such Loan Party has Employee now has, had, now has or has made may hereafter claim to have had against the Releasees and/or any such person for or of them by reason of any matter, act, omission, mattertransaction, cause occurrence, or thing whatsoever arising from the beginning of time event that has occurred or is alleged to have occurred up to and including the date Effective Date of this Agreement; provided, however, that the foregoing Release is not intended to and shall not release (i) any claims Employee may have to indemnification pursuant to the Company’s Certificate of Formation, Operating Agreement or the Delaware Limited Liability Company Act, (ii) any rights Employee may have pursuant to any policies of insurance maintained by the Company, (iii) any rights Employee may continue to have pursuant to any Incentive Unit Grant Agreement to which relates directly Employee is a party, the Rubicon Global Holdings, LLC Profits Participation Plan or indirectlythe Third Amended and Restated Operating Agreement of the Company, as amended, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may extent Employee continues to be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach member of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner Company following the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of CaliforniaSeparation Date, or (iv) any other similar provision of law or principle of equity in any jurisdiction pertaining to benefit plans maintained by the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORCompany. (b) Each Loan Party hereby absolutelyThis Release includes a knowing and voluntary waiver and release of any and all claims including, unconditionally but not limited to, claims for nonpayment of wages, overtime or bonuses or other claims pursuant to the Fair Labor Standards Act, breach of contract, fraud, loss of consortium, emotional distress, personal injury, injury to reputation, injury to property, intentional torts, negligence, wrongful termination, constructive discharge, retaliation, discrimination, harassment, non-payment of equity in the Company, and irrevocably covenants any and all claims for recovery of lost wages or back pay, fringe benefits, pension benefits, liquidated damages, front pay, compensatory and/or punitive damages, attorneys’ fees, injunctive or equitable relief, or any other form of relief under any federal, state, or local constitution, statute, law, rule, regulation, judicial doctrine, contract, or common law. Employee specifically agrees with that Employee has been paid all overtime, bonuses, wages or other monies due to Employee as of the date of this Agreement. Specifically included, without limitation, in this waiver and release is a knowing and voluntary waiver and release of all claims of employment discrimination, including but not limited to disability discrimination, harassment, retaliation or any other claims under the Americans With Disabilities Act; any claims under the Americans With Disabilities Act Amendments Act of 2008; any claims under Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991; any claims under the Age Discrimination in favor Employment Act; any claims under the National Labor Relations Act; any claims under the Fair Labor Standards Act; any claims under the Family and Medical Leave Act; any claims under the Occupational Safety and Health Act; any claims under the Employee Retirement Income Security Act of each Releasee that it will not 1974; any claims under The L▇▇▇▇ (at ▇▇▇▇▇▇▇▇▇ Fair Pay Act of 2009; any and all federal or state laws pertaining to employment or employment benefits, based on any federal, state, or local constitution, statute, law, in equityrule, in any regulatory proceeding regulation, judicial doctrine, contract, or otherwise) any Releasee on the basis common law, or other theory arising out of any Claim releasedmatter, remised act, omission, transaction, occurrence, or event that has occurred or is alleged to have occurred up to and discharged including the Effective Date of this Agreement. (c) Employee expressly acknowledges that this Agreement may be pled as a complete defense and may bar any and all claims, known or unknown, against any or all the Releasees based on any matter, act, omission, transaction, occurrence, or event that has occurred or is alleged to have occurred up to and including the Effective Date of this Agreement. (d) Employee acknowledges that this general release extends also to claims that Employee does not know or suspect to exist in Employee’s favor at the time of executing this Agreement which, if known by any Loan Party pursuant Employee, might have materially affected Employee’s decision to Section 12(a) aboveexecute this Agreement. If any Loan Party violates the foregoing covenant, the Borrower, for itself Employee hereby knowingly and its successors voluntarily waives and assigns, relinquishes all rights and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition benefits which Employee may have under applicable law with respect to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationgeneral release provisions.

Release of Claims. I, _________________, in consideration of and subject to the performance by CARDIO DIAGNOSTICS, INC., a Delaware corporation (athe “Company”) Each Loan Party of its obligations under the Employment Agreement, dated as of ___________ _, 20__ (as amended from time to time, the “Agreement”), do hereby absolutely and unconditionally releases release and forever discharges discharge as of the Administrative Agentdate of my execution of this release (this “Release”) the Company, each Lenderits affiliated and related entities, its and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitorstheir respective predecessors, successors and assigns thereofassigns, together with all its and their respective Executive benefit plans and fiduciaries of such plans, and the present current and former officers, directors, officersshareholders, agentsExecutives, attorneys attorneys, accountants and employees agents of any each of the foregoing in their official and personal capacities (each, a “Releasee” and collectively, the “ReleaseesReleased 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, 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 forever release and discharge the Company and the other Released Parties from any and all claims, demands or suits, controversies, actions, causes of action action, cross claims, counterclaims, demands, debts, liens, contracts, covenants, suits, rights, obligations, expenses, judgments, compensatory damages, liquid damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, orders and liabilities of any kindwhatever kind of nature, nature or description, whether arising in law and in equity, in contract of in tort, both past and present (through the date this General Release becomes effective and enforceable) and whether known or equity unknown, vested or upon contract contingent, suspected, or tort claimed, against the Company or any of the Released Parties which I, my spouse, or 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 Company up to the date of my execution of this Release (including, but not limited to, any allegation, claim of violation arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act), the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family 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, state or local civil or human rights law, or under any other local state or federal law law, regulation or otherwise ordinance; or under any public policy, contract of tort, or under common law; or arising under any policies, practices or 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) (each, a “Claim” and collectively, the “Claims”). Executive agrees that this Agreement is intended to include all claims, which such Loan Party has hadif any, now has or has made claim to that Executive may have against any such person for or by reason the Company, and that this Agreement extinguishes those claims. I represent that I have made no assignment of transfer of any actright, omissionclaim, matterdemand, cause of action, or thing whatsoever arising from 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 beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured herein above mentioned or unmatured or known or unknownimplied. I expressly consent that this Release shall be given full force and effect according to each and all of its express terms and provisions, except for including those relating to unknown and unsuspected claims up to the duties date of my execution of this Release, if any, as well as those relating to any other claims hereinabove mentioned. I acknowledge and obligations set forth in 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. Each Loan Party understandsI further agree that in the event I should bring a claim seeking damages against the Company, acknowledges and agrees that the release set forth above may be pleaded this Release shall serve as a full and complete defense to such claims as to my rights and entitlements. I further agree that I am not aware of any Claim and may be used as a basis for an injunction against any action, suit pending charge or other proceeding which may be instituted, prosecuted or attempted in breach complaint of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect type described in any manner the final, absolute and unconditional nature Section 2 above as of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 date of the Civil Code my execution of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORthis Release. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. (a) Each Loan Party hereby absolutely Effective as of, and unconditionally releases and forever discharges conditioned upon occurrence of, the Administrative AgentClosing, each LenderStockholder, for itself and any on behalf of each of its Affiliates and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, each of their respective successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “ReleaseesReleasing Party”), from any hereby unequivocally, voluntarily, knowingly, willingly, unconditionally, completely and, irrevocably releases, acquits, exculpates and forever waives and relinquishes all claims, demands or suits, debts, demands, liabilities, setoffs, counterclaims, actions, manners of action and causes of action of any kind, nature whatever kind or descriptionnature, whether arising in law known or equity or upon contract or tort or under any state or federal law or otherwise unknown (each, a “Claim” and collectively, the “Claims”), which such Loan any Releasing Party has hadhas, may have or might have or may assert now has or has made claim to have in the future, against any such person for the Company and its Subsidiaries and their respective Representatives (in each case, solely in their capacity as such), successors and permitted assigns, and, after the Closing, the Acquiror and its Subsidiaries, and each of their respective officers, directors, owners, partners, managers or by reason of any actemployees (in each case, omissionsolely in their capacity as such) (collectively, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, “Released Parties”) to the Credit Agreement extent arising out of, based upon or resulting from any other Loan DocumentContract, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no facttransaction, event, circumstance, evidence action, failure to act or transaction which could now be asserted occurrence of any sort or which may hereafter be discovered will affect type, whether known or unknown, and which, in any manner each and every case, occurred, existed, was taken, permitted, incurred or begun at or prior to the finalClosing, absolute and unconditional nature in each case solely with regard to the Company, the business or operations of the release Company prior to the Closing or the Transactions; provided, that nothing contained in this Section 5(j) shall be construed as a waiver of any rights under (i) this Agreement, (ii) any other Transaction Agreement to which any Releasing Party is party, (iii) if such Stockholder is an employee of the Company, 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 (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 above. In connection with in the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 Governing Documents of the Civil Code of Company, any indemnification agreement between the State of CaliforniaCompany and such Stockholder, or any other similar provision of as provided by law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORdirectors’ and officers’ liability insurance. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. (a) Each Loan Party hereby absolutely In exchange for Employer agreeing to make the Payments referred to in Section 2 below, less applicable withholding, Executive releases Employer and unconditionally releases and forever discharges the Administrative Agent, each LenderTRB, and their present, past and future officers, directors, agents, employees, shareholders, members, affiliates, parents, subsidiaries, divisions, related companies, successors (including OceanFirst Financial Corp. and its subsidiaries), predecessors, assigns, members, shareholders, investors, trustees, partners, agents, attorneys, and representatives (which collectively are referred to in this Agreement as “Released Parties”), from, and Executive waives, all suits, debts and claims that existed up to the time that Executive signs this Release, including but not limited to, everything arising from or in any way related to Executive’s employment with the Company and/or the termination of Employee’s employment with the Company (referred to in this Release as “Claims”). This Release and Executive’s release and waiver of Claims includes, but is not limited to, the following: (1) All Claims against the Company and all participantscompanies and institutions related to or affiliated with the Company and the other Released Parties, parent corporationsand their successors, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directorspredecessors, officers, directors, agents, attorneys shareholders, members and employees employees, (2) All Claims asserted and all Claims that could have been asserted in a lawsuit by Executive against the Company and all companies and institutions related to or affiliated with the Company and the other Released Parties, and their successors, predecessors, officers, directors, agents, shareholders, members and employees, (3) All Claims of which Executive is now aware and all Claims of which Executive is not presently aware, (4) All Claims that, through Executive, Executive’s heirs, executors or administrators have, (5) All Claims arising under or relating to any policy, agreement, plan, understanding or promise, written or oral, formal or informal, between the Company or any of the foregoing (eachother Releasees and Executive, a “Releasee” and collectivelyincluding, but not limited to, the “Releasees”)Change in Control Agreement (6) All Claims for attorney’s fees, from any and all claims, demands or causes of action of any kind, nature or description, whether and (7) All Claims arising in under common law or equity or upon contract or tort or under any local, state or federal law or otherwise (eachincluding, a “Claim” and collectivelybut not limited to, the Civil Rights Act of 1964, the Americans With Disabilities Act, the Equal Pay Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, New Jersey Wage Payment Law, New Jersey Wage and Hour Law, all local, municipal, state and federal wage and hour laws, all local, municipal, state and federal “Claims”)whistleblower” laws, which such Loan Party has hadall other laws affecting employment, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 amendments of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORthose laws. (b) Each Loan Party hereby absolutelyNotwithstanding the foregoing, unconditionally the Company and irrevocably covenants Executive recognize that nothing contained in this Section 1 shall in any way release or discharge: (i) Executive’s right to bring any Claim that cannot be waived under applicable law; (ii) Executive’s right to receive payment in accordance with the terms of the Change in Control Agreement; (iii) Executive’s right to enforce, or bring any Claim for breach of, the Change in Control Agreement; (iv) Executive’s right to receive Executive’s equity in the Company pursuant to the terms of the any equity award agreement, as applicable; (v) Executive’s right to any vested benefits to which Executive may be entitled under any retirement or pension plan of the Company or its subsidiaries, as applicable; or (vi) Executive’s right to bring any Claim for indemnification under any applicable directors and agrees with and in favor of each Releasee that it will not ▇▇▇ (at officers liability insurance policy or applicable state or federal law, in equity, in any regulatory proceeding or otherwise) any Releasee on as applicable (the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation“Excluded Claims”).

Release of Claims. (a) Each Loan Party On behalf of the Executive and the Executive’s successors, heirs and anyone claiming by or through the Executive, the Executive hereby absolutely irrevocably and unconditionally releases and forever discharges the Administrative AgentCompany, its affiliates and subsidiaries, each Lenderof their respective past, and any and all participantspresent or future equityholders, parent corporationsdirectors, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directorsmanagers, officers, agentsemployees, attorneys representatives, predecessors, successors, assigns, and employees of any of the foregoing all persons acting by, through or in concert with them (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”), from any and all proceedings, demands, rights, causes, actions, suits, obligations, liabilities, debts, sums of money, accounts, bills, dues, covenants, undertakings, promises, contracts, agreements, complaints, controversies, grievances, damages, judgments, actions, claims, demands or causes of action of any kindlosses, nature or descriptioncosts and expenses (including related attorneys’ fees and costs), whether arising in law known or equity unknown, suspected or upon contract unsuspected, anticipated or tort or under any state or federal law or otherwise (eachunanticipated, a “Claim” and collectively, that the “Claims”), which such Loan Party has had, Executive may now has have or has made claim to have ever had against any such person for or of the Released Parties by reason of any act, omission, matter, cause transaction or thing whatsoever arising from the beginning of time to and including event occurring before or on the date of this Separation Agreement which relates directly (“Claims”), other than: (i) any wages or indirectly, other compensation due to the Credit Executive as an employee of the Company in the ordinary course of business and consistent with past practice, that have been earned but not paid between (A) the date of the last payroll before the date of this Separation Agreement and (B) the date of this Separation Agreement, (ii) any benefits due to the Executive as an employee of the Company, in the ordinary course of business and consistent with past practice, that have accrued but are unpaid as of the date of this Separation Agreement, (iii) expenses incurred by the Executive in the ordinary course of business for which the Executive is entitled to reimbursement pursuant to the Company’s policies and guidelines in effect as of the date of this Separation Agreement, (iv) the severance and benefits due to the Executive pursuant to this Separation Agreement, (v) any indemnification and/or insurance coverage rights under Section 3(c) of the Employment Agreement, (vi) any vested equity securities of the Company, its subsidiaries and affiliates granted to the Executive, (vii) any claim or right that, under applicable law, cannot be waived, including the right to file a charge with or participate in an investigation or lawsuit conducted by an administrative agency; provided, however, that the Executive hereby waives the Executive’s right to any monetary recovery if any administrative agency pursues on the Executive’s behalf any claim against any Released Party (including any claims under the False Claims Act, 31 U.S.C. § 3729, et seq., and similar state Laws),or (viii) any claims under that certain Indemnification Agreement between the Executive and the Company, the limited liability company agreement of EGI-AM Holdings, L.L.C., and any other Loan Document, whether such claims, demands and causes rights incident to ownership of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on including under the basis of any Claim releasedregistration rights agreement between EGI-AM Holdings, remised L.L.C. and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationExecutive.

Release of Claims. (a) Each Loan Party hereby absolutely In exchange for the special severance pay and unconditionally releases benefits provided you under this Agreement, to which you would not otherwise be entitled, on your own behalf and forever discharges the Administrative Agentthat of your heirs, each Lenderexecutors, administrators, beneficiaries, personal representatives and assigns, you agree that this Agreement shall be in complete and final settlement of any and all participantscauses of action, parent corporationsrights or claims of every type and description, subsidiary corporationswhether known or unknown, affiliated corporationsthat you have had in the past, insurersnow have, indemnitorsor might now have, successors in any way related to, connected with or arising out of your employment or its termination or pursuant to Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the fair employment practices statutes of the state or states in which you have provided services to the Company or any of its Affiliates or any other federal, state or local law, regulation or other requirement and assigns thereof, together with you hereby release and forever discharge the Company and its Affiliates all of the their respective past and present and former directors, shareholders, officers, agentsmembers, attorneys managers, partners, joint venturers, employees, agents and employees of representatives, their successors and assigns, and all others connected with any of the foregoing (eachthem, a “Releasee” both individually and collectively, the “Releasees”)in their official capacities, from any and all claims, demands or such causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit rights or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORclaims. (b) Each Loan Party hereby absolutelyThis Agreement, unconditionally including the release of claims set forth immediately above, creates legally binding obligations and irrevocably covenants the Company advises you to consult an attorney before signing this Agreement. In signing this Agreement, you give the Company assurance that you have signed it voluntarily and agrees with a full understanding of its terms; that you have had sufficient opportunity, before signing this Agreement, to consider its terms and to consult with an attorney, if you wished to do so, or to consult with any other of those persons to whom reference in favor made in the first sentence of each Releasee that it will not ▇▇▇ (at lawparagraph 7(b) above; and that, in equitysigning this Agreement, you have not relied on any promises or representations, express or implied, that are not set forth expressly in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationthis Agreement.

Release of Claims. The Borrowers acknowledge and confirm their obligations to the Lenders for repayment of the Loans and indebtedness evidenced by the Notes (athe “Indebtedness”), and the Guarantor acknowledges and confirms its obligations to the Agent and the Lenders for the obligations of the Borrowers as set forth in its Guaranty. The Borrowers and the Guarantor further acknowledge and represent that they have no defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever (collectively, the “Loan Defenses” ) Each that can be asserted to reduce or eliminate all or any part of their liability to repay the Indebtedness to the Lenders. To the extent that any such Loan Party Defenses exist, and for and in consideration of the Lenders’ commitments contained in this Agreement, the receipt and sufficiency of which are hereby absolutely acknowledged, they are hereby fully, forever and unconditionally releases irrevocably released. By their execution below, for and forever discharges in consideration of the Administrative AgentLenders’ 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 Lenderhereby acknowledge and agree that neither the Lenders nor any of their officers, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officersemployees, agents, attorneys servants, representatives, attorneys, loan participants, successors, successors-in-interest, predecessors-in-interest and employees assigns (hereinafter referred to collectively as the “Released Parties”) have interfered with or impaired the acquisition, collection, use, ownership, disposition, disbursement, leasing or sale of any of the foregoing collateral that secures the Loan (each, a “Releasee” and collectively, the “ReleaseesCollateral”), from and that neither the Borrowers nor the Guarantor have any and all claims, demands or causes of action claim of any kindnature whatsoever, nature or descriptionat law, whether arising in law or equity or upon contract otherwise, against the Released Parties, or tort or under any state or federal law or otherwise (eachof them, as a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason result of any actacts or omissions of the Released Parties, omissionor any of them, matter, cause under the Loan Documents or thing whatsoever arising from in connection with the beginning of time 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 manner of action, suits, claims, counterclaims, causes of action, offsets, deductions, breach or breaches, default or defaults, debts, dues, sums of money, accounts, deposits, damages, expenses, losses, liabilities, costs, expenses, any and all demands whatsoever and compensation of every kind and nature, past, present, and future, known or unknown (herein collectively, “Claims”) that the Borrowers, the Guarantor, or any of the Borrowers’, or any of the Guarantor’s successors, 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, transaction, occurrence or omission whatsoever, that happened or has happened on or before the date of this Agreement which relates directly Agreement, on account of or indirectly, to the Credit Agreement arising from or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect is connected in any manner the final, absolute and unconditional nature of the release set forth above. In connection whatsoever with the releases set forth aboveLoans, each the Indebtedness, the Collateral, the Loan Party expressly and completely waives and relinquishes Documents, any related documents, or any and all rights collateral that has served or is serving as security for the Loans or the Loan Documents, or that is related to any and benefits that it has or may ever have pursuant to Section 1542 of all transactions and dealings with among Lenders, the Civil Code of Borrowers and/or the State of CaliforniaGuarantor, or any other similar provision matter or thing that has occurred before the signing of law the Agreement, known or principle of equity in any jurisdiction pertaining unknown. Any and all such Claims are hereby declared to be satisfied and settled, and the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (b) Each Loan Party hereby absolutely, unconditionally Borrowers and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the BorrowerGuarantor, for itself themselves and its successors for their respective successors, executors, heirs, administrators, and assigns, each hereby discharge the Released Parties from any liability with respect to any and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to all such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationClaims.

Release of Claims. (a) Each Loan Party In consideration for the payment of the Settlement Amount, as well as for other good and valuable consideration, the Named Plaintiffs, individually and as the duly authorized agents for the Collective Action Opt-In Plaintiffs in the Action, on behalf of both the Named Plaintiffs, the Collective Action Opt-In Plaintiffs, and their dependents, heirs, executors, administrators, legal and/or personal representatives, successors, assigns and agents, do hereby absolutely knowingly, voluntarily, unconditionally and unconditionally releases irrevocably release and forever discharges the Administrative Agentdischarge ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ Chierchio, DiMiceli, ▇▇▇▇ ▇▇▇▇▇▇, RCI, Liquid Plumbing Corp., Affinity Human Resources, LLC and each Lenderand every one of their divisions, and any and all participantsaffiliates, parent corporationssubsidiaries, subsidiary corporationsparents, affiliated corporationsfranchisors, insurerscorporations under common ownership or control, indemnitorsrelated business entities, successors and assigns thereofpredecessors, together with all of the present and former directorssuccessors, management companies, assigns, officers, directors, trustees, employees, agents, attorneys and employees of any of the foregoing shareholders, members, administrators, representatives, attorneys, insurers or fiduciaries, past, present or future (each, a “Releasee” and collectively, hereinafter referred to collectively as the “Releasees”), from any and all claims, demands known or causes of action of any kindunknown, nature suspected or descriptionunsuspected, whether asserted or unasserted, arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectivelythe FLSA, the “Claims”)NYLL, which such Loan Party has hadincluding but not limited to the NYS Wage Theft Prevention Act, now has and any other statutory, regulatory and/or common law claims for alleged unpaid wages, unpaid minimum wages, unpaid overtime wages, or has made claim to have against other compensation, liquidated damages, statutory damages and/or penalties, interest, costs and attorney’s fees, based upon any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising conduct occurring from the beginning of time the world to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes execution of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understandsTo the fullest extent permitted by law, acknowledges the Named Plaintiffs and agrees that the release set forth above may be pleaded as a full and complete defense Collective Action Opt-In Plaintiffs promise not to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at lawor bring any charges, complaints or lawsuits related to the claims hereby waived and released against the Releasees in equitythe future, in any regulatory proceeding individually or otherwise) any Releasee on as members of a class or collective action. This waiver, release and promise not to ▇▇▇ is binding upon the basis of any Claim released, remised Named Plaintiffs and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assignsCollective Action Opt- In Plaintiffs, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agentsupon each of their respective heirs, legal representatives and other representatives, agrees assigns. The provisions of this Paragraph (3) shall not apply to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationOpt-Out Plaintiffs.

Release of Claims. (ai) Each Loan Party hereby absolutely The Holder acknowledges and unconditionally releases agrees on behalf of itself and forever discharges each of the Administrative AgentHolder’s trustees, each Lenderbeneficiaries, and any and all participantsdirectors, parent corporationsofficers, subsidiary corporationsmanagers, affiliated corporationsemployees, insurersAffiliates, indemnitorsSubsidiaries, stockholders, members, partners, agents, representatives, heirs, executors, administrators, estate, predecessors, successors and assigns thereof(each, together with all a “Holder Releasing Party”), that each Holder Releasing Party hereby unconditionally, irrevocably and forever releases, acquits and discharges Quellis, the First Step Surviving Company, the Surviving Company and the Company (each a “Company Beneficiary”) and each of the present such Company Beneficiary’s respective current and former directors, officers, managers, employees, representatives, agents, attorneys members, stockholders, parents, Affiliates, Subsidiaries, predecessors, successors, and employees of any of the foregoing assigns (each, a “ReleaseeCompany Released Party” and collectively, the “ReleaseesCompany Released Parties”), ) from any and all rights, actions, causes of action, lawsuits, claims, demands controversies, demands, liabilities, obligations, losses and damages (including reasonable attorneys’ fees and costs incurred or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise to be incurred) (each, a “Claim” and collectively, the “Claims”)) that arise out of or are related to the conduct, which such Loan Party has hadmanagement or operation of the business and affairs of Quellis, now has or has made claim to have against any such person for or by reason of any act, omission, matterevent, cause or thing whatsoever arising 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, suspected or unsuspected, matured or unmatured, contingent or vested, of any kind or nature or description whatsoever, from the beginning of time to and the First Effective Time, that any Holder Releasing Party had, presently has or may hereafter have or claim or assert to have against any Company Released Party, including the date of this Agreement which relates directly or indirectly, with respect to the Credit treatment of the Original Warrant in the Merger and/or any breach of fiduciary duty in connection with the approval of the Merger Agreement and the transactions contemplated thereby that the Holder Releasing Party may have against the Company Released Parties; provided, however, that such release shall not apply to (a) claims which may not be waived as a matter of law, or (b) any other Loan Documentrights of any Holder Releasing Party under (1) the Merger Agreement, whether such claims, demands and causes of action are matured (2) any agreement entered into by any Holder Releasing Party pursuant to the Merger Agreement (including this Warrant) or unmatured (3) any indemnification or known or unknown, except for the duties and obligations exculpation provisions set forth in this Agreement. Each Loan Party understands, the certificate of incorporation or bylaws of Quellis or any indemnification agreement disclosed in the Company Disclosure Letter. (ii) The Holder acknowledges and agrees that the release set forth above may be pleaded as a full Holder has read and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to understands Section 1542 of the Civil Code of the State of CaliforniaCalifornia (“Section 1542”), or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.:

Release of Claims. (a) Each Loan Party hereby absolutely a. In consideration of BDSI’s execution of this Agreement and unconditionally releases and forever discharges the Administrative Agent, each LenderBDSI’s obligations hereunder, and any based upon the mutual promises contained herein and other good and valuable consideration and actual receipt of the Initial Payment, ABPI and ABPI Sub, on their behalf and on behalf of all participantsof their Affiliates, parent corporationsdivisions, subsidiary corporationsemployees, affiliated corporationsowners, stockholders, officers, directors, legal representatives, insurers, indemnitorscreditors, successors related companies, predecessors, successors, heirs, assigns and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing personal representatives (each, a “Releasee” and collectively, the “ReleaseesAccentia Releasing Parties”), hereby fully and expressly, knowingly, voluntarily, and unconditionally release, acquit and forever discharge Parent, Arius, and all of their Affiliates, divisions, employees, owners, stockholders, officers, directors, legal representatives, insurers, creditors, related companies, predecessors, successors, heirs, assigns and personal representatives (collectively, the “BDSI Released Parties”), from any and all claims, demands or obligations, liabilities, promises, agreements, controversies, damages, actions, causes of action action, rights, demands, losses, debts, contracts, commitments or expenses of every kind and nature, including attorneys’ fees, that any kindof the Accentia Releasing Parties now has, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to it may have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising 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 and including the date 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 which relates directly 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 indirectlycause to be commenced or prosecuted any action or other proceeding, to the Credit Agreement or based upon any other Loan Document, whether such claims, demands and demands, obligations, or causes of action are matured relating to, arising under, out of, or unmatured 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, liabilities, fees, penalties or known related costs or unknownexpenses (including, except for but not limited to, court costs and attorneys’ fees), suffered, sustained, incurred, or required to be paid by the duties and obligations set forth BDSI Released Parties from or in this Agreement. Each Loan Party understandsconnection with any such action or proceeding by ABPI, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to ABPI Sub, any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach Affiliate of either of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of Californiaforegoing, or any other similar provision Accentia Releasing Party. The Parties acknowledge that neither Arius nor Parent are, by their execution of law and performance under this Agreement, acknowledging or principle of equity in admitting any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASEmatter, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORfault, or liability. (b) Each Loan Party hereby absolutely, unconditionally b. In consideration of Accentia’s execution of this Agreement and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assignsAccentia’s obligations hereunder, and its present based upon the mutual promises contained herein and former membersother good and valuable consideration, managersParent and Arius, shareholders, affiliates, subsidiarieson their behalf and on behalf of all of their Affiliates, divisions, predecessorsemployees, owners, stockholders, officers, directors, officerslegal representatives, attorneysinsurers, creditors, related companies, predecessors, successors, heirs, assigns and personal representatives (collectively, the “BDSI Releasing Parties”), hereby fully and expressly, knowingly, voluntarily, and unconditionally release, acquit and forever discharge ABPI, APBI Sub and all of their Affiliates, divisions, employees, agentsowners, stockholders, officers, directors, legal representatives and other representatives, agrees insurers, creditors, related companies, predecessors, successors, heirs, assigns and personal representatives (collectively, the “Accentia Released Parties”), from 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 BDSI Releasing Parties now has, or which it may have against the Accentia Released Parties from the beginning of time up to, through, including, and following, the Approval Date for Agreement. Parent and Arius, on their behalf and on behalf of the other BDSI Releasing Parties, covenant and agree not to paycommence, 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 addition to such other damages as connection with its relationship with the Accentia Released Parties (but expressly excluding any Releasee may sustain obligations, rights, claims, or liabilities arising under or as a result of such violationthis Agreement). Parent and Arius further covenant and agree to hold harmless and indemnify the Accentia Released Parties in respect of all losses, all claims, damages, liabilities, fees, penalties or related costs or expenses (including, but not limited to, court costs and attorneys’ fees fees), suffered, sustained, incurred, or required to be paid by the Accentia Released Parties from or in connection with any such action or proceeding by BDSI, Arius, any Affiliate of either of the foregoing, or any other BDSI Releasing Party. The Parties acknowledge that neither ABPI nor ABPI Sub are, by their execution of and costs incurred by performance under this Agreement, acknowledging or admitting any Releasee as a result of such violationmatter, fault, or liability.

Release of Claims. (a) Each Loan Party In consideration for the Separation Benefits and the performance of the 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 “Consultant Parties”), hereby absolutely voluntarily, knowingly and unconditionally willingly releases and forever discharges the Administrative AgentCompany and each of its parents, each Lender, subsidiaries and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereofaffiliates, together with all each of the present and former directorsforegoing entities’ respective owners, principals, partners, officers, directors, employees, agents, attorneys members, managers, attorneys, employee benefits plans and employees such plans’ administrators, fiduciaries, trustees, record keepers and service providers, and each of any of the foregoing their respective predecessors, successors, and assigns (each, a “Releasee” and collectively, hereinafter collectively referred to as the “ReleaseesCompany Parties”), ) from any and all rights, claims, charges, actions, causes of action, complaints, grievances, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, demands or causes liabilities of action of any kindevery kind whatsoever, nature or description, whether arising in law or equity in equity, whether known or upon contract unknown, suspected or tort or under any state or federal law or otherwise unsuspected (each, a “Claim” and collectively, the “Claims”)) which Consultant or Consultant’s executors, which such Loan Party has administrators, successors or assigns ever had, now has have or has made may hereafter claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever whatsoever, arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, up to the Credit Agreement 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 Loan DocumentCompany Party, whether 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 claimsClaims arising under Israeli law or any United States, demands and causes of action are matured state, or unmatured local statute or known or unknownregulation; provided, except for however, that notwithstanding the duties and obligations set forth foregoing, nothing contained in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect Section shall in any manner way diminish or impair: (A) Consultant’s ability to commence proceedings to enforce this Agreement; and (B) any Claims Consultant may have that cannot be waived under applicable law (collectively, the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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“Excluded Claims”). (b) Each Loan Party hereby absolutelyConsultant represents and warrants that, unconditionally except with respect to the Excluded Claims, Company and irrevocably covenants other Company Parties have fully satisfied any and all obligations whatsoever owed to Consultant arising out of Consultant’s service with Company or any other Company Party, and that no further payments or benefits are owed to Consultant by the Company or any other Company Party. Consultant has reported all hours worked to the Company and has been paid and has received all compensation, including all wages, overtime, bonuses, incentive compensation, commissions, equity grants, benefits, sick pay, vacation pay, or other compensation or payments or form of remuneration of any kind or nature, as well as reimbursement for all reasonable and necessary business, travel and entertainment expenses incurred on behalf of the Company. (c) Consultant further understands and agrees that, except for the Excluded Claims, Consultant has knowingly relinquished, waived and forever released any and all rights to any personal recovery in any action or proceeding that may be commenced on Consultant’s behalf arising out of the aforesaid service relationship or the termination thereof, including, without limitation, claims for back pay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ fees. (d) As a condition of the Company entering into this Agreement, Consultant further represents that Consultant has not filed against the Company or any of the other Company Parties, any complaints, claims or lawsuits with any court, administrative agency or arbitral tribunal prior to the date hereof, and that Consultant has not transferred to any other person any such complaints, claims or lawsuits. (e) In consideration for Consultant’s performance of its obligation under this Agreement, the Company Parties hereby voluntarily, knowingly and willingly release and forever discharge the Consultant and Consultant Parties from any and all rights, claims, charges, actions, causes of action, complaints, grievances, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, demands or liabilities of every kind whatsoever, in favor of each Releasee that it will not ▇▇▇ (at law, law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which the Company Parties or Company Parties’ executors, administrators, successors or assigns ever had, now have or may hereafter claim to have by reason of any matter, cause or thing whatsoever, arising from the beginning of time up to the Separation Date including, in connection with the Consultant performance of its obligations under the Consulting Agreement and any regulatory proceeding or otherwiseduty, obligation, requirement imposed on Consultant to the extent related to Consulting Agreement. Notwithstanding the foregoing, the Company Parties are not releasing any Claims hereunder with respect to (i) the Company’s rights with respect to this Agreement, (ii) any Releasee rights which arise after the date on which the basis Consultant countersigns this Agreement with respect to matters that occurred after such date, (iii) any claims of fraud, fraudulent activity, or otherwise illegal conduct, or (iv) any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationclaims that are not otherwise waivable under applicable law.

Release of Claims. The undersigned hereby consents to the Merger and, effective as of the Effective Time (aas defined in the Merger Agreement) Each Loan Party hereby absolutely and conditioned upon the effectiveness of the Merger, irrevocably, unconditionally releases and completely releases, acquits and forever discharges each of the Administrative Agent, each LenderReleasees (as defined below) from any Claim (as defined below), and any and all participantshereby irrevocably, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly unconditionally and completely waives and relinquishes any each and all rights and benefits every Claim that it has the undersigned may have had in the past, may now have or may ever have pursuant to Section 1542 in the future against any of the Civil Code Releasees, relating to or arising out of: any written or oral agreements or arrangements occurring, existing or entered into by the undersigned at any time up to immediately prior to the 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 the undersigned is not releasing the undersigned's rights, if any: under the Merger Agreement and the related documents executed in connection therewith; under the indemnification provisions contained in the Articles of Incorporation or Bylaws of the State of California, Company or any of its subsidiaries; with respect to salaries, bonuses and expenses that have accrued in the ordinary course of business consistent with past practices; to accrued vacation and vested benefits under the Company's employee benefit plans, other similar provision than with respect to options to acquire capital stock of law or principle of equity in any jurisdiction pertaining the Company granted to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASEundersigned by the Company; and with respect to claims against Parent that relate to or arise out of agreements, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (b) Each Loan Party hereby absolutelyevents, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at lawmatters, in equitycauses, in any regulatory proceeding things, acts, omissions or otherwise) any Releasee on conduct to the basis of any Claim released, remised and discharged by any Loan Party pursuant extent unrelated to Section 12(a) above. If any Loan Party violates the foregoing covenantCompany, the BorrowerMerger, for itself the Merger Agreement and its successors and assignsthe other transactions contemplated thereby, and its present any relationship between the undersigned and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives the Company or between Parent and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result the Company. For purposes of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.this Agreement:

Release of Claims. In consideration for the negotiation of the Employment Agreement, Executive, for himself and for his heirs, executors, administrators, and assigns (a) Each Loan Party hereby absolutely and unconditionally hereinafter referred to collectively as “Releasors”), forever releases and forever discharges the Administrative Agent, each Lender, Company and any and all participantsof its subsidiaries, parent corporations, subsidiary corporationsdivisions, affiliated corporationsentities, insurers, indemnitorsemployee benefit and/or pension plans or funds, successors and assigns thereofassigns, together with and all of the its or their past and present and former officers, directors, officersmembers, agentsshareholders, attorneys trustees, agents and employees of any of the foregoing (each, a “Releasee” and collectively, hereinafter referred to as the “ReleaseesEntities and Persons”), from any and all claims, demands or causes demands, cause of action action, fees and liabilities of any kind, nature or descriptionkind whatsoever, whether arising in law known or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”)unknown, which such Loan Party has Executive ever had, now has has, or has made claim to may have against any such person for or the Entities and Persons by reason of any actual or alleged act, omission, mattertransaction, cause practice, conduct, occurrence, or thing whatsoever arising from the beginning of time other matter up to and including the date of this Employment Agreement which relates directly or indirectlyand with regard to his employment with the Company. Without limiting the generality of the foregoing, the provisions of this Section 15 are intended to and shall release the Credit Agreement or Entities and Persons from any other Loan Documentand all claims, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except which Releasors ever had, now have, or may have against the Entities and Persons arising out of Executive’s employment with the Company, including, but not limited to: (i) any claim under Title VII of the Civil Rights Act, as amended; (ii) any other claim (whether based on federal, state, or local law, statutory or decisional) relating to or arising out of Executive’s employment by the Company and the terms and conditions of such employment; (iii) any claim under the Age Discrimination in Employment Act, as amended; (iv) any claim under applicable state or local law against discrimination; (v) any claim for attorneys’ fees, costs, disbursements and/or the duties and obligations set forth like; or (vi) any claim under, with regard to, or in connection with this AgreementEmployment Agreement or any agreement or plan with regard to equity, incentive or deferred compensation. Each Loan Party understandsNotwithstanding the foregoing, acknowledges and the foregoing release shall not cover rights of indemnification to which Executive is entitled under the Company’s Certificate of Incorporation, By-laws, or Section 13 hereof or otherwise with regard to his service as an officer of the Company. Executive agrees that the release set forth above may be pleaded as a full and complete defense he will not, from any source or proceeding, seek or accept any award or settlement with respect to any Claim claim or right covered by Section 15(a) above. In addition to the foregoing, except as otherwise prohibited by law, Executive represents and may be used as a basis for an injunction against warrants that he will not ▇▇▇ or commence any proceeding (judicial or administrative), or participate in any action, suit or other proceeding which may be institutedproceeding, prosecuted or attempted in breach against any of the provisions of such release. Each Loan Party agrees that no factEntities and Persons, with respect to any act, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of Californiaoccurrence, or any alleged failure to act, released hereunder. In the event any portion of this Section 15 shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other similar provision of law or principle this Section 15. The provisions of equity in any jurisdiction pertaining to the matters released herein. this Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will 15 are not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assignsintended, and its present shall not be construed, as an admission that the Entities and former membersPersons have violated any federal, managersstate or local law (statutory or decisional), shareholdersordinance or regulation, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives breached any contract or committed any wrong whatsoever against Executive. Executive acknowledges that he has been advised by the Company to consult an attorney before signing this Employment Agreement and other representatives, agrees that he has executed this Employment Agreement after having had the opportunity to pay, in addition consult with an attorney of his choice and has had an opportunity to such other damages as any Releasee may sustain as consider this Employment Agreement for a result period of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationat least fourteen (14) days.

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”) Each Loan Party and ▇▇▇▇ ▇▇▇▇▇▇▇▇ (my “Employment Agreement”). For and in consideration of the 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 absolutely and unconditionally releases agree to release and forever discharges discharge the Administrative Agent, Company and each Lenderof its direct and indirect parent and subsidiary entities, and any all of their respective predecessors, successors, and all participantspast, current, and future parent corporationsentities, affiliates, subsidiary corporationsentities, affiliated corporationsinvestors, insurersdirectors, indemnitorsshareholders, successors and assigns thereof, together with all of the present and former directorsmembers, officers, general or limited partners, employees, attorneys, agents, attorneys and employees representatives, and the employee benefit plans in which I am or have been a participant by virtue of any of my employment with or service to the foregoing Company (each, a “Releasee” and collectively, the “Company Releasees”), from any and all claimsclaims 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, demands relating to, or causes 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 action 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 kindkind that may be brought in any court or administrative agency, nature or descriptionand any related claims for attorneys’ fees and costs, whether arising 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 law or equity or upon contract or tort or under 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 federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of local law. I agree further that this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above Release may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit suit, arbitration, or other proceeding which covered by the terms hereof that is or may be institutedinitiated, prosecuted prosecuted, or attempted in breach maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the provisions date I execute this Release, I 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 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 (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 to the extent such release. Each Loan Party agrees Proceeding relates to a claim not waived hereunder; and (ii) waive any right that no fact, event, circumstance, evidence or transaction which could now be asserted or which I may hereafter be discovered will affect have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the finalEqual Employment Opportunity Commission (“EEOC”), absolute except in each case 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 unconditional nature 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 (i) claims to receive my severance payments and benefits in accordance with the terms of the Employment Agreement, (ii) 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 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 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. In connection with I understand and acknowledge that I will not be entitled to the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights severance payments and benefits unless this Release is effective on or before the date that it has or may ever have pursuant to Section 1542 is sixty (60) days following the date of the Civil Code my termination of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORemployment. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. (a) Each of the Borrower and the Parent hereby ratifies, reaffirms and acknowledges that the Loan Party Documents and this Amendment represent their valid, enforceable and collectible obligations, and that they have no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Each of the Borrower and the Parent hereby absolutely acknowledges and unconditionally agrees that, through the date hereof, each of the Administrative Agent and the Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with the Borrower, the Parent and Guarantor in connection with the Loans. Each of the Borrower and the Parent hereby releases and forever discharges the Administrative Agent, each LenderLenders, and any and all participants, their respective parent corporations, subsidiary corporationssubsidiaries and affiliates, affiliated corporationsany holder of or participant in a Loan, insurersand each of their respective present and former officers, indemnitorsdirectors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, personal representatives, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”), from any and all claims, demands or liabilities, damages, actions and causes of action of any kind, every nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise character (each, a “Claim” and collectively, the “Claims”), which such Loan Party has hadknown or unknown, now has direct or has made claim to have against any such person indirect, at law or in equity, for or by reason because of any actmatter or things done, omission, matter, cause omitted or thing whatsoever arising from suffered to be done by any of the beginning of time Released Parties prior to and including the date of this Agreement which relates directly or indirectlyhereof, relating to the Loans, the administration of the Loans, the Bridge Credit Agreement or Agreement, any of the other Loan Document, whether such claims, demands and causes of action are matured Documents or unmatured or known or unknown, except for the duties and obligations set forth modifications described in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORAmendment. (b) Each Loan Party In entering into this Amendment, each of the Borrower and the Parent has consulted with, and been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Released Parties and hereby absolutely, unconditionally agrees and irrevocably covenants acknowledges that the validity and agrees with and in favor effectiveness of each Releasee that it will the releases set forth above do not ▇▇▇ (at law, in equity, depend in any regulatory proceeding way on any such representations, acts and/or omissions or otherwise) any Releasee on the basis accuracy, completeness or validity hereof. The provisions of any Claim released, remised and discharged by any Loan Party pursuant to this Section 12(a) above. If any Loan Party violates 6 shall survive the foregoing covenanttermination of the Bridge Credit Agreement, the Borrower, for itself and its successors and assignsother Loan Documents, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, the payment in addition to such other damages as any Releasee may sustain as a result full of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationthe Obligations under the Bridge Credit Agreement.

Release of Claims. (a) Each Loan Party Except as set forth in Section 3 below, in consideration of the payments and benefits described in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby absolutely acknowledged, and unconditionally releases intending to be legally bound, Employee, for himself/herself, his/her heirs, beneficiaries, assigns and legal successors in interest, agrees to fully and forever discharges release, discharge, indemnify and hold harmless each of the Administrative AgentCompany Entities (including, each Lenderwithout limitation, CommerceHub and its direct or indirect parents, subsidiaries, and any affiliates), and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former respective directors, officers, shareholders, controlling persons, employees, agents, attorneys attorneys, and employees insurers, predecessors in interest, and successors in interest, and any affiliate of any of the foregoing (each, a “Releasee” and collectively, the “ReleaseesReleased Persons”)) of and from, from and Employee hereby waives, any and all claims, demands or suits, demands, actions and/or other causes of action action, whether for contribution or indemnification, debts or other sums of money, covenants, contracts, agreements, promises, damages, judgments, settlements, fines, penalties or any other demands, liabilities or obligations of any kindkind or nature whatsoever, nature or description, whether arising in law or equity at equity, asserted or upon contract unasserted, known or unknown, which Employee now has, ever had, or ever claimed to have had (collectively “Claims”) against any of the Released Persons occurring up to and including the date that Employee signs this Release, including without limitation, any Claims arising out of, connected with or in any way related to Employee’s employment with CommerceHub, the Employment Agreement and/or the termination of Employee’s employment with CommerceHub, other than Employee’s right to enforce the terms of the Agreement. Employee acknowledges and agrees that this release, discharge, indemnification and waiver includes, without limitation, any Claim based on any principles of tort or under common law or on any foreign, local, state or federal statute, including those relating to age, sex, race, disability, religion, national origin, or other form of discrimination or any other employment related matter, including without limitation any Claims under the National Labor Relations Act; the Fair Labor Standards Act; the Occupational Safety and Health Act; the Employee Retirement Income Security Act of 1974; Title VII of the Civil Rights Act of 1964; the Racketeer Influenced and Corrupt Organizations Act; the Age Discrimination in Employment Act of 1967; the Vietnam Era Veterans’ Readjustment Assistance Act of 1972; the Older Workers Benefits Protection Act of 1989; the Americans with Disabilities Act of 1990; the Family Medical Leave Act of 1993; collection law; any other statutes or common law or otherwise (each, a “Claim” and collectivelyprinciples; the New York Human Rights Law, the “New York Labor Law, the nondiscrimination and/or retaliation provisions of the New York Workers’ Compensation Law, and any other federal, state or local employment laws and regulations, and all common law claims of the State of New York, including, but not limited to, claims of express or implied contract, wrongful discharge, defamation, slander, intentional and negligent infliction of emotional distress, and all claims for attorneys’ fees, costs and expenses, and any other claims arising out of or related to Employee’s employment with CommerceHub, and the termination of that employment; provided, however, that this shall not affect Employee’s right to enforce the terms of the Agreement. Employee acknowledges that Employee intends that this Release shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. Employee expressly consents that this Release 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 general release of unknown, unsuspected or unanticipated Claims”), which such Loan Party has hadif any, now has as well as those relating to any other Claims hereinabove mentioned or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time implied that may exist up to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this AgreementRelease. Each Loan Party understands, Employee acknowledges and agrees that this Release is an essential and material term of the Agreement, and CommerceHub is entering into the Agreement in reliance on such release. Employee further agrees that if Employee brings a Claim seeking damages or relief against any Released Person, or if Employee seeks to recover against any Released Person in any Claim brought by a governmental agency on Employee’s behalf, this Release and the release set forth above may be pleaded in the Agreement shall serve as a full and complete defense to such Claims, and Employee shall reimburse each Released Person for any attorneys’ fees or expenses or other fees and expenses incurred in defending any such Claim. Employee further agrees that Employee will not be entitled to and will disclaim and refuse relief from, or sought by, any administrative agency based upon or investigating any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted matter released in this Release or attempted the Agreement. Without in breach any way limiting the generality of the provisions foregoing release of such release. Each Loan Party Claims, Employee agrees that no factthat, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect other than the payment(s) in any manner the final, absolute Sections 2 (Retention Benefits) and unconditional nature 4 (Vacation Pay) of the release set forth above. In connection with the releases set forth aboveAgreement, each Loan Party expressly and completely waives and relinquishes Employee is not entitled to any and all rights and benefits that it has other compensation, remuneration, bonus, severance, benefit, compensation, payment or may ever have pursuant to Section 1542 of the Civil Code of the State of Californiaincentive (including any capital stock, stock option, stock appreciation right or any other similar provision equity-based incentive) or any reimbursement of law any expenses of any kind or principle nature or expectation of equity in remuneration from any jurisdiction pertaining Released Person, whether pursuant to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding pre-existing or contemporaneous oral or written agreement or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

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”) Each Loan Party and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ (my “Employment Agreement”). For and in consideration of the 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 absolutely and unconditionally releases agree to release and forever discharges discharge the Administrative Agent, Company and each Lenderof its direct and indirect parent and subsidiary entities, and any all of their respective predecessors, successors, and all participantspast, current, and future parent corporationsentities, affiliates, subsidiary corporationsentities, affiliated corporationsinvestors, insurersdirectors, indemnitorsshareholders, successors and assigns thereof, together with all of the present and former directorsmembers, officers, general or limited partners, employees, attorneys, agents, attorneys and employees representatives, and the employee benefit plans in which I am or have been a participant by virtue of any of my employment with or service to the foregoing Company (each, a “Releasee” and collectively, the “Company Releasees”), from any and all claimsclaims 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, demands relating to, or causes 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 action 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 kindkind that may be brought in any court or administrative agency, nature or descriptionand any related claims for attorneys’ fees and costs, whether arising 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 law or equity or upon contract or tort or under 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 federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of local law. I agree further that this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above Release may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit suit, arbitration, or other proceeding which covered by the terms hereof that is or may be institutedinitiated, prosecuted prosecuted, or attempted in breach maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the provisions date I execute this Release, I 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 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 (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 to the extent such release. Each Loan Party agrees Proceeding relates to a claim not waived hereunder; and (ii) waive any right that no fact, event, circumstance, evidence or transaction which could now be asserted or which I may hereafter be discovered will affect have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the finalEqual Employment Opportunity Commission (“EEOC”), absolute except in each case 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 unconditional nature 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 (i) claims to receive my severance payments and benefits in accordance with the terms of the Employment Agreement, (ii) 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 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 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. In connection with I understand and acknowledge that I will not be entitled to the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights severance payments and benefits unless this Release is effective on or before the date that it has or may ever have pursuant to Section 1542 is sixty (60) days following the date of the Civil Code my termination of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORemployment. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. (a) Each Loan Party hereby absolutely and unconditionally releases and forever discharges Effective as of the Administrative AgentEffective Date, each LenderParty, for itself and its Affiliates (as defined below), and any each of their respective predecessors, successors, assigns, heirs, representatives, and agents and for all related parties, and all participantspersons acting by, parent corporationsthrough, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together under or in concert with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing them in both their official and personal capacities (each, a “Releasee” and collectively, the “ReleaseesReleasor 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), and their respective predecessors, successors, assigns, heirs, representatives, and 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 (collectively, the “Released Parties”), from all claims of any type and all claimsmanner of action and actions, demands or cause and causes of action action, suits, debts, dues, sums of any kindmoney, nature or descriptionaccounts, whether arising reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or equity in equity, known or upon contract unknown, that any Releasor Party may have now or tort may have in the future, against any of the Released Parties to the extent that those claims arose, may have arisen, or under are based on the Share Purchase Agreement or the transactions contemplated therein and to the extent that those claims arose, may have arisen, or events which occurred at any state or federal law or otherwise point in the past up to and including the Effective Date (each, a “Claim” and 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 such Loan Party has had, now has or has made claim the respective sole authority to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreementrelease them. Each Loan Party understandsreleasing Party, acknowledges on behalf of itself and its related Releasor Parties, agrees that the release set forth above may be pleaded as a full it shall forever refrain and complete defense to 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 may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released discharged herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and of the Parties agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding to file for themselves or otherwise) any Releasee on the basis behalf of any Claim releasedother parties including their related Releasor Parties, remised any claim, charge, complaint, action, or cause of action against any Released Party related to the Released Claims, and discharged by further agrees to indemnify and save harmless each Released Party from and against any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenantand all losses, including, without limitation, the Borrowercost of defense and legal fees, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by any such violationReleasor Party against any Released Party in violation of the terms and conditions of this Agreement. In the event that any Releasor Party brings a suit against any other Released Party in violation of this covenant, the Party to whom the Releasor Party is related agrees to pay any and all costs of the Released Party against whom such a claim is brought, including attorneys’ fees and costs fees, incurred by such Released Party in challenging such action. Any Released Party is an intended third-party beneficiary of this Agreement. (c) Each Releasor Party affirms that it has not filed, caused to be filed, or presently is a party to any Releasee claim, complaint, or action against any other Party in any forum or form and should any such charge or action be filed by any Releasor Party or by any other person or entity on any Releasor Party’s behalf involving matters covered by this Section 2, the Releasor Party agrees to promptly give the agency or court having jurisdiction a copy of this Agreement and inform them that any such claims any such Releasor Party might otherwise have had are now settled. (d) This Agreement shall not be deemed or construed at any time or for any purpose as an admission by any Party of any liability or obligation of any kind. Any such liability or wrongdoing is expressly denied. The Parties hereto acknowledge that this Agreement was reached after good faith negotiations and after each party had an opportunity to consult legal counsel. (e) For purposes herein, “Affiliate” means, with respect to a result specified Person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with, the specified Person. “Person” means a natural person, a corporation, a limited liability company, a partnership, an association, trust or any other entity or organization. “Control” means (a) the possession, directly or indirectly, of the power to vote 50% or more of the securities or other equity interests of a Person having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, by contractor otherwise, or (c) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such violationPerson.

Release of Claims. (a) 6.8.1.1 Each Loan Party Seller hereby absolutely irrevocably and unconditionally releases and forever discharges the Administrative AgentCorporation, each Lenderthe Subsidiary, their respective directors, officers, employees, shareholders and any and all participantsrepresentatives, parent corporationsheirs, subsidiary corporationsexecutors, affiliated corporationsadministrators, insurers, indemnitorslegal representatives, successors and assigns thereof, together with (all of the present such persons and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, entities being called the “Releasees”)) from: (A) all Claims which such Seller or his/her heirs, from any executors, administrators, legal representatives, successors and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise assigns (each, a “Claim” and collectively, the “ClaimsReleasing Parties”), which such Loan Party has ) ever had, now has have, or has made claim to may in the future have against any such person for or of the Releasees by reason of any actcause, omissionmatter or thing, matterwhether known or unknown, cause occurring on or thing prior to the Closing and (B) any and all obligations, responsibilities, liabilities and debts to any of the Releasing Parties of any kind or nature whatsoever based upon any facts, circumstances, or matters occurring at or prior to the Closing, whether absolute or contingent, known or unknown. However, the foregoing shall not release or otherwise affect (i) the indemnification, representations, warranties, covenants, and all other rights and obligations of any Party set forth in or arising from the beginning of time to and including the date out of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Documentagreement entered into in connection herewith, whether (ii) any obligation of the Corporation to such claimsSeller as an employee, demands officer or director of the Corporation for accrued and causes unpaid salary, compensation or remuneration, accrued bonus, expense reimbursements and other employee benefits under any Plan, (iii) any statutory rights to indemnification or advancement, coverage under any applicable liability insurance policy covering the directors and/or officers of action are matured the Corporation or unmatured any of its Affiliates in effect on or known prior to the Closing, the rights to indemnification and advancement in such Seller’s favor described in this Agreement or unknown, except for the duties rights to indemnification and obligations advancement set forth in this Agreement. Each Loan Party understandsthe articles, acknowledges bylaws or other Constating Documents of the Corporation, and agrees (iv) any claim that the release set forth above may not be pleaded released as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach matter of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORapplicable law. (b) 6.8.1.2 Each Loan Party hereby absolutelySeller, unconditionally jointly and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrowerseverally, for itself and each of its successors Releasing Parties, expressly waives the benefit of any applicable law, which, if applied to this Section 6.8, would otherwise exclude from its binding effect any Claim not known by such Seller, the Releasing Parties or the Releasees on the date hereof. Such Seller, jointly and assignsseverally, for itself and each of its present and former membersReleasing Parties, managershereby irrevocably covenants to refrain from, shareholdersdirectly or indirectly through the Corporation or otherwise, affiliatesasserting any Claim, subsidiariesor commencing, divisionsinstituting or causing to be commenced, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Claim of any kind against any Releasee may sustain as a result before any Governmental Authority or other forum by reason of any matters released hereby. Such Seller, jointly and severally, for itself and each of its Releasing Parties, represents to the Releasees that such violationSeller has not assigned or transferred or purported to assign or transfer to any Person all or any part of, all attorneys’ fees and costs incurred or any interest in, any Claim (at law or in equity) or Loss of any nature, character or description whatsoever, which is or which purports to be released or discharged by any Releasee as a result of such violationthis Section 6.8.

Release of Claims. (a) Each Loan Party hereby absolutely Subject to paragraph 6 below and unconditionally releases and forever discharges entry of the Administrative AgentFinal Order, each LenderDebtor and its estate shall be deemed to have forever waived, discharged, and any released each of the Existing Second Lien Secured Parties and all participantstheir respective affiliates, parent corporationsassigns, subsidiary corporations, affiliated corporations, insurers, indemnitors, or successors and assigns thereofthe respective members, together with all of the present and former directorsmanagers, equity holders, affiliates, agents, attorneys, financial advisors, consultants, officers, agentsdirectors, attorneys employees, and employees of any other representatives of the foregoing (eachall of the foregoing, a “Releasee” and collectively, the “Existing Second Lien Secured Party Releasees”), solely in their capacity as such, from any and all “claims” (as defined in the Bankruptcy Code), demands or 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 kind, nature or descriptionand all of the Existing Second Lien Secured Party Releasees, whether arising in at law or equity in equity, relating to and/or otherwise in connection with the Existing Second Lien Obligations, the Existing Second Liens, or upon contract the debtor-creditor relationship between any of the Existing Second Lien Secured Parties, on the one hand, and any of the Debtors, on the other hand, including (a) any recharacterization, subordination, avoidance, disallowance, or tort other claim arising under or pursuant to section 105 or chapter 5 of the Bankruptcy Code or under any other similar provisions of applicable state law, federal law, or federal municipal law and (b) any right or otherwise (eachbasis to challenge or object to the amount, a “Claim” and collectivelyvalidity, or enforceability of the “Claims”)Existing Second Lien Obligations or any payments or other transfers made on account of the Existing Second Lien Obligations, which or the validity, enforceability, priority, or non-avoidability of the Existing Second Liens securing the Existing Second Lien Obligations, including any right or basis 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 Loan Party has had, now has claims arising prior to or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach entry of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORFinal Order. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. (a) Each Loan Party hereby absolutely and unconditionally releases and forever discharges the Administrative Agent, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all Effective as of the present and former directorsClosing Date, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the BorrowerHolder, for itself and its successors Affiliates (as defined below), whether an Affiliate as of the Closing Date or hereafter becoming an Affiliate, and for each of their respective predecessors, successors, assigns, heirs, representatives, and 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 (collectively, the “Holder Parties”) hereby irrevocably, unconditionally and forever releases, discharges and remises CMGR and each of its present Affiliates (whether an Affiliate as of the Closing Date or later), and former members, managers, shareholders, affiliates, subsidiaries, divisions, their respective predecessors, directorssuccessors, officersassigns, attorneysheirs, employees, agents, legal representatives and other representatives, agrees to payand 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 (collectively, the “CMGR Parties”), from all claims of any type and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in addition law or in equity, known or unknown, that any Holder Party may have now or may have in the future, against any of the CMGR 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 H▇▇▇▇▇, which has the respective sole authority to release them. H▇▇▇▇▇, 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 or is under common Control with, the specified Person; (ii) “Control” means (a) the possession, directly or indirectly, of the power to vote 10% or more of the securities or other equity interests of a Person having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, by contractor otherwise, or (c) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person; and (iii) “Person” means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any other damages as entity or organization, including a government or political subdivision or any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationagency or instrumentality thereof.

Release of Claims. (a) Each Loan Party In consideration of the payment provided for in paragraph 2 above and other good and valuable consideration, the receipt, adequacy, and sufficiency of which is hereby absolutely acknowledged, Employee and unconditionally releases 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 rights of any of them, do hereby now and forever discharges unconditionally release, discharge, acquit and hold harmless the Administrative AgentCompany and any parent, each Lendersubsidiary or related companies, and any and all participantsof their employees, parent corporationsagents, subsidiary corporationsadministrators, affiliated corporationsassigns, receivers, attorneys, servants, legal representatives, affiliates, insurers, indemnitorspredecessors and successors in interest, successors regardless of form, trustees in bankruptcy or otherwise, insurance benefit plans, and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing other representative or entity acting on its or their behalf (each, a “Releasee” and collectively, the “Releasees”"Released Parties"), from any and all claims, demands or rights, demands, actions, suits, damages, losses, expenses, liabilities, indebtedness, and causes of action action, of any kind, whatever kind or nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising that existed from the beginning of time to and including through the date of execution of this Agreement which relates directly or indirectlyAgreement, to the Credit Agreement or any other Loan Document, regardless of whether such claims, demands and causes of action are matured or unmatured or known or unknown, except and regardless of whether asserted by Employee to date, including, but not limited to, all claims for the duties 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 obligations set forth in this Agreement. Each Loan Party understandssuffering, acknowledges medical expenses, wage and agrees that the release set forth above may be pleaded as a full hour, lost income and complete defense to earnings (including, but not limited to, back pay, front pay and any Claim and may be used as a basis for an injunction against other form of present or future income, benefits and/or earnings), equitable reinstatement, breach of any actionexpress or implied contract, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions covenant of such release. Each Loan Party agrees that no factgood faith and fair dealing, eventworkers' compensation, circumstancewrongful termination, evidence 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 transaction which could now be asserted or which may hereafter be discovered will affect in any manner the finalpolygraph test, absolute and unconditional nature of the release set forth above. In connection with the releases set forth aboveand/or whistleblowing, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have whether said claim(s) are brought pursuant to Section 1542 Title VII of the Civil Code Rights Act of 1964, the State Civil Rights Act of California1991, 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 similar provision of constitutional, federal, regulatory, state or local law, or under the common law or principle in equity. Employee further understands and warrants that this Agreement shall operate as a fully binding and complete resolution of equity in any jurisdiction pertaining all claims as to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (b) Each Loan Party hereby absolutely, unconditionally parties to this Agreement and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding all parties represented by or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assignsclaiming through such parties, and its present that he shall not be able to seek any monies for any claim, whether known or unknown, against any of the persons or entities released hereunder other than as provided in paragraphs 2 and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result 6 of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationthis Agreement.

Release of Claims. (a) Each Loan Party In consideration of the foregoing, the adequacy of which is hereby absolutely expressly acknowledged, Executive hereby unconditionally and unconditionally irrevocably releases and forever discharges discharges, to the Administrative Agentfullest extent applicable law permits, each Lenderthe “Releasees,” as defined in subparagraph 8(b) below, and from any and all participantsevery action, parent corporationscause of action, subsidiary corporationscomplaint, affiliated corporationsclaim, insurersdemand, indemnitorslegal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost and/or expense (including attorney’s fees) that he has, may have or may be entitled to from or against the Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, which arises directly or indirectly out of, or is based on or related in any way to Executive’s employment with the Company, its predecessors, successors and assigns thereofand past, together with all 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 willful misconduct of the present Releasees (together, the “Released Claims”); provided, however, that this release does not apply to any claims solely and specifically (i) arising after the date this Agreement is executed, (ii) for indemnification (including, without limitation, under the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a 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 Affiliates (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, officersas in effect from time to time, agentsto which he would otherwise be entitled. (b) The parties intend this release to cover any and all Executive Released Claims, attorneys and employees whether arising under any employment contract (express or implied), policies, procedures or practices of any of the foregoing (eachReleasees, a “Releasee” and collectively, and/or by any acts or omissions of any of the “Releasees”), ’ agents or employees or former agents or employees including from any and all claims, demands demands, damages, sums of money, wages, employee or other benefits, causes of action action, attorney’s fees, suits at law or in equity of whatever kind or nature, whether known or unknown or previously asserted or not, including, but not limited to, any claim or proceeding under the federal Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Rehabilitation Act of 1973, the Uniformed Services Employment and Reemployment Rights Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Virginia Human Rights Act, the Virginians with Disabilities Act, or any claims arising from violations of the Sarbanes Oxley Act of 2002, as amended, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, any personal gain with respect to any claim under a private attorney’s general act or the qui tam provisions of the False Claims Act, or from violation of any kindother federal, nature state or description, whether arising in local civil rights law or equity any other statute, constitutional provision, executive order, law or upon ordinance or pursuant to common law, including any tort, contract or tort or under other claims, any state or federal law claims relating to any aspect of Executive’s employment with the Company, or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason arising out of any actrelationship between the Company and Executive, omission, matter, cause and any claims arising as a result of any matter or thing whatsoever arising from the beginning of time done, omitted or suffered to be done prior to and including the date of upon which Executive signs below. Executive agrees that it is his intent that this Agreement which relates directly or indirectly, release shall discharge the Company and others noted above to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreementmaximum extent permitted by law. Each Loan Party understands, acknowledges Executive understands and agrees that the Company’s offer of, or his agreement to the above, is not to be construed as an admission of liability by any of the released parties and the Company specifically denies any liability to Executive or to anyone else. As such, it is expressly acknowledged and agreed that this release set forth above may be pleaded as is a general release, representing a full and complete defense to any Claim disposition and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach satisfaction of all of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence Company Releasees’ real or transaction which could now be asserted or which may hereafter be discovered will affect in any manner alleged waivable legal obligations to Executive with the final, absolute and unconditional nature of the release set forth specific exceptions noted above. In connection with The term “Releasees” means the releases set forth aboveCompany, each Loan Party expressly its predecessors, successors and completely waives assigns and relinquishes any past, present and future Affiliates, subsidiaries, divisions and parent corporations and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of Californiatheir respective past, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former membersfuture officers, managersdirectors, shareholders, affiliatesemployee benefit plan administrators, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, employees and agents, legal representatives individually and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationtheir respective capacities.

Release of Claims. (a) Each Loan Party In order to be certain that this Agreement will resolve any and all concerns that you might have, the Company requests that you carefully consider its terms, including the release of claims set forth below, and, in that regard encourages you to seek the advice of an attorney before signing this Agreement. (b) For and in consideration of the special pay and benefits to be provided to you under this Agreement, and as a condition of your receipt of such benefits, to which you would not otherwise be entitled, you, on your own behalf and on behalf of your heirs, beneficiaries, executors, administrators, representatives and assigns, and all others connected with or claiming through you, hereby absolutely and unconditionally releases release and forever discharges discharge the Administrative AgentCompany and all of its past, each Lenderpresent and future officers, directors, shareholders, general and limited partners, joint venturers, members, managers, employees, agents, predecessors, successors and assigns, and all others connected with any of them, and any and all participantsbenefit plans maintained by the Company and all past, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officersfuture representatives, agents, attorneys trustees, fiduciaries and employees administrators of any of the foregoing (eachsuch plans, a “Releasee” both individually and collectively, the “Releasees”)in their official capacities, from any and all claims, demands or causes of action action, rights or claims of any kindname or nature whatsoever (all, nature or descriptioncollectively, "Claims"), whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for which you had in the duties past, now have, or might now have, through the date on which you sign this Agreement, including without limitation Claims in any way resulting from, arising out of or connected with your employment or its termination or pursuant to any federal, state or local law, regulation or other requirement, including without limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act and obligations the fair employment practices statutes of the state or states in which you have provided services to the Company. (c) This Agreement, including the release of claims set forth the paragraph immediately above, creates legally binding obligations and the Company therefore encourages and advises you to consult an attorney before signing this Agreement. In signing this Agreement, you give the Company assurance that you have signed it voluntarily and with a full understanding of its terms; that you have had sufficient opportunity, before signing this Agreement, to consider its terms and to consult with an attorney, if you wished to do so, or to consult with any other legal or tax advisors or members of your immediate family; and that, in signing this Agreement, you have not relied on any promises or representations, express or implied, that are not set forth expressly in this Agreement. Each Loan Party understands, acknowledges and agrees You acknowledge that in accordance with the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach requirements of the provisions of such release. Each Loan Party agrees that no factOlder Workers Benefit Protection Act, eventthe Company is providing you, circumstancein EXHIBIT B, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature a list of the release set forth above. In connection job titles and ages of all employees who have been selected for layoff at this time and therefore are eligible for severance benefits, together with the releases set forth above, each Loan Party expressly job classifications and completely waives ages of all individuals who have not been selected for layoff and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORtherefore are not eligible for severance benefits. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

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) Each Loan Party hereby absolutely and unconditionally releases and forever discharges none of the Releasing Parties presently has any claim or cause of action against any of the Administrative Agent, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of Lender or any of the foregoing their respective Related Parties (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”)) relating to or arising out of any Loan Document or any agreement entered into in connection therewith; (b) to the actual (and not constructive or imputed) knowledge of any officer of any Credit Party, from none of the Releasing Parties presently has any offset right, counterclaim or defense of any kind against any of their respective Obligations, debt or liabilities to the Administrative Agent or any Lender; and (c) each of the Released Parties has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties and their Subsidiaries under the Loan Documents to which it is a party. Each of the Credit Parties wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent or any Lenders’ rights, interests, contracts, or remedies under the Loan Documents, whether known or unknown, 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 debt of any kind of the Administrative Agent and each Lender to the Releasing Parties, in each case, occurring, existing or arising on or prior to the date of this Consent, and (y) all claims, demands or offsets, causes of action action, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Releasing Parties might otherwise have against any of the Released 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, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against B) other than any such person for or by reason of any actliabilities, omissionobligations, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured suits resulting from the gross negligence or known willful misconduct of the Administrative Agent or unknownany Lender, except for as determined by a court of competent jurisdiction in a final non-appealable judgment and (C) relating to or arising out of the duties Loan Documents or any agreement entered into in connection therewith. The Released Parties shall not be liable with respect to, and obligations set forth in this Agreement. Each Loan Party understandseach of the Credit Parties hereby waives, acknowledges releases and agrees that the release set forth above may be pleaded as a full and complete defense not to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ for, any special, indirect or consequential damages relating to the Loan Documents or arising out of activities in connection herewith or therewith (at lawwhether before, in equity, in any regulatory proceeding on or otherwise) any Releasee on after the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationdate hereof).

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 ▇▇▇▇▇▇ Released Parties (aas defined below) Each Loan Party hereby absolutely and unconditionally releases and forever discharges the Administrative Agentby Sunbeam Americas Holdings Ltd. Master Pension Trust for approximately $26,000, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present Borrower and former directorsthe other Loan Parties hereby unconditionally and irrevocably release, officerswaive, agentsacquit and discharge all liabilities, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or suits, debts, liens, losses, causes of action action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or descriptionunknown, whether arising in law fixed or equity or upon contract or tort or under any state or federal law or otherwise contingent (each, a “Claim” and collectively, the “Claims”), ) which such Loan Party has had, now has any of them may have or has made claim to have against any such person for LCPI and ▇▇▇▇▇▇ Brothers Special Financing Inc. (“LBSF”) (whether in their capacities as an agents, lenders, hedging counterparties or otherwise), their parents, subsidiaries, affiliates and shareholders and each of their respective agents, employees, officers, directors, representatives, attorneys, successors and assigns (collectively, the “▇▇▇▇▇▇ Released Parties”) by reason of any act, omission, matter, cause or thing whatsoever arising occurring from the beginning of time the world to and including the date hereof, in any manner related to Claims arising out of this Agreement which relates directly or indirectlyin connection with the Loan Documents, to the Credit Agreement 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 DocumentParties further agree forever to refrain from commencing, whether such claimsinstituting or prosecuting any lawsuit, demands action or other proceeding against any ▇▇▇▇▇▇ Released Parties with respect to any and causes all of action are matured the foregoing described released, waived, acquitted and discharged Claims or unmatured from exercising any right or known recoupment of setoff that it may have under a master netting agreement or unknown, except otherwise against any ▇▇▇▇▇▇ Released Party with respect to Obligations under the Loan Documents. Each of the ▇▇▇▇▇▇ Released Parties shall be a third party beneficiary of this Agreement. Except solely for the duties obligations of the Borrower and obligations the other Loan Parties expressly set forth in this Amendment or the Resignation and Assignment Agreement. Each , including, without limitation, Section 1.1(b) of the Resignation and Assignment Agreement, and the obligations of the Borrower and the Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded Parties to LCPI in its capacity as a full Term Loan Lender, LCPI and complete defense to any Claim LBSF, for themselves and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach on behalf of the provisions other ▇▇▇▇▇▇ Released Parties, hereby unconditionally and irrevocably release, waive, acquit and discharge all Claims which any of such release. Each them may have or claim to have against the Borrower and the other Loan Party agrees that no factParties, eventtheir parents, circumstancesubsidiaries, evidence affiliates and shareholders and each of their respective agents, employees, officers, directors, representatives, attorneys, successors and assigns (collectively, the “Jarden Released Parties”) upon or transaction which could now be asserted by reason of any matter, cause or which may hereafter be discovered will affect thing whatsoever occurring from the beginning of the world to the date hereof in any manner the final, absolute and unconditional nature related to Claims arising out of the release set forth above. In or in connection with the releases set forth aboveLoan Documents, each Loan Party expressly and completely waives and relinquishes any obligations thereunder or any other agreement or transaction contemplated thereby or any action taken in connection therewith and all rights foreign exchange forward and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of Californiacommodities hedging contracts entered into between Borrower and LBSF and assignees, if any, or any other similar provision agreement or transaction contemplated thereby or any action taken in connection therewith. LCPI and LBSF for themselves and on behalf of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not other ▇▇▇▇▇▇ (at lawReleased Parties, in equityfurther agree forever that LCPI, in LBSF and the other ▇▇▇▇▇▇ Released Parties will refrain from commencing, instituting or prosecuting any regulatory lawsuit, action or other proceeding or otherwise) against any Releasee on Jarden Released Parties with respect to any and all of the basis of any Claim foregoing described released, remised waived, acquitted and discharged by 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 Party pursuant to Section 12(a) aboveDocuments. If any Loan Party violates Each of the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as Jarden Released Parties shall be a result third party beneficiary of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationthis Agreement.

Release of Claims. (a) Each 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 Party Documents. The Administrative Agent, the Lenders, the Issuing Lender, the Swingline Lender, and the 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 Administrative Agent and the Lenders entering into this Amendment, the Borrower hereby absolutely fully and unconditionally releases and forever discharges each of the Administrative Agent, each the Lenders, the Issuing Lender, the Swingline Lender and any and all participantstheir respective directors, parent corporationsofficers, subsidiary corporationsemployees, affiliated corporationssubsidiaries, insurersbranches, indemnitorsaffiliates, attorneys, agents, representatives, successors and assigns thereofand all persons, together with all of the present firms, corporations and former directors, officers, agents, attorneys and employees of organizations acting on any of the foregoing their behalves (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”), of and from any and all claims, demands or allegations, causes of action action, costs or demands and liabilities, of whatever kind or nature, arising prior to the date on which this Amendment is executed, whether known or unknown 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, anticipated or unanticipated, which the Borrower has against the Released Parties by reason of any kindact or omission on the part of the Released Parties, nature or descriptionany of them, whether 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 in law out of the Loans, the Obligations, the Credit Agreement or equity any of the Loan Documents, including the administration or upon contract or tort or under any state or federal law or otherwise enforcement thereof (eachcollectively, a “Claim” and collectivelyall of the foregoing, the “Claims”), which such Loan Party . The Borrower represents and warrants that it has had, now has or has made claim to have against any such person for or by reason no knowledge of any act, omission, matter, cause Claim by it against the Released Parties or thing whatsoever arising from of any facts or acts or omissions of the beginning of time to and including Released Parties which on the date hereof would be the basis of this Agreement a Claim by the Borrower against the Released Parties which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands is not released hereby. The Borrower represents and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees warrants that the release set forth above may be pleaded as foregoing constitutes a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach release of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORClaims. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. (a) Each Loan Party hereby absolutely and unconditionally releases and forever discharges the Administrative AgentThe Company, each Lender, and any for itself and all participantsof its predecessors, parent corporationssuccessors and assigns, subsidiary corporationsacknowledges, affiliated corporationsaffirms and represents that immediately prior to giving effect to this Agreement, insurersit is legally, indemnitorsvalidly and enforceably obligated to each of the Noteholders under and pursuant to the Notes and the 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 Noteholders and all of their respective employees, officers, directors, trustees, shareholders, affiliates, agents, attorneys, representatives, predecessors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”"RELEASED PARTIES"), from any and all claims, demands or demands, liabilities, damages and causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise kind whatsoever (each, a “Claim” and collectively, the “Claims”)"COMPANY CLAIMS") whether based on facts in existence prior to or as of the date hereof, whether known or unknown, which such Loan Party has hadthe Company may now have or may have had at any time heretofore or may have at anytime hereafter, now has whether for contribution or has made claim indemnity or otherwise, and whether direct or indirect, fixed or contingent, liquidated or unliquidated, arising out of or related in any way to have any of the following: (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, inaction or 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 such person for of the Released Parties any action or by reason other proceeding based upon any of the Company Claims which may have arisen at any act, omission, matter, cause time on or thing whatsoever arising from the beginning of time prior to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands Amendment and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect were in any manner the final, absolute and unconditional nature of the release set forth above. In related to or arising in connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORExisting Note Documents. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. (a) Each Loan Party The Parties agree as follows: a. Except as provided herein, as of the Effective Date, in consideration for the Company’s payment of the Legal Fees and the promises, waivers, releases and other consideration provided herein, each member of the Sophis Group, to the maximum extent permitted by law, hereby absolutely irrevocably and unconditionally releases and forever discharges the Administrative AgentCompany and its past or present predecessors, each Lenderparents, subsidiaries, Affiliates, successors, assigns, officers, directors, stockholders, attorneys, and employees, and any related or affiliated corporations or entities, and all participantstheir past or present predecessors, parent corporationsparents, subsidiary corporationssubsidiaries, affiliated corporationsAffiliates, insurerssuccessors, indemnitorsassigns, successors officers, directors, stockholders, attorneys, and assigns thereofemployees, together and any person or entity acting through or in concert with any of the preceding persons or entities (all of the present preceding persons and former directorsentities, officersseverally and in the aggregate, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the will be referred to as “Releasees”), jointly and severally, of and from any and all actions, claims, demands or demands, debts, reckonings, contracts, agreements, covenants, damages, judgments, executions, liabilities, appeals, obligations, attorney’s fees, causes of action and suits of any kindevery kind and nature whatsoever, nature direct or descriptionderivative, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly Effective Date, foreseen or indirectlyunforeseen, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except asserted or unasserted, or which may be hereafter claimed to arise out of any action, inaction, event or matter occurring prior to and including the Effective Date, including, but not limited to, all claims for punitive damages, or attorney’s fees and costs, and any and all other claims arising under any law, rule, regulation, order or decision arising out of or relating to the matters and allegations described in this Agreement, that the Sophis Group Parties have had, now have, or may have against any Releasees, including, without limitation, any claims for breaches of fiduciary duties of the officers and directors of the Company in connection with any actions whatsoever taken by them at any time prior to and including the Effective Date (the “Sophis Group Release”). b. Except as provided herein, as of the Effective Date, in consideration for the duties Sophis Group’s promises, waivers, releases and obligations other consideration herein provided, the Company and its current directors and executive officers, to the maximum extent permitted by law, hereby irrevocably and unconditionally releases and discharges each member of the Sophis Group and their Affiliates, subsidiaries, joint ventures and partnerships, successors, assigns, officers, directors, partners, members, managers, principals, predecessor or successor entities, agents, employees, stockholders, auditors, advisors, consultants, attorneys, insurers, heirs, executors, administrators, successors and assigns of any such person (the “Sophis Released Group”), jointly or severally, of from any and all actions, claims, demands, debts, reckonings, contracts, agreements, covenants, damages, judgments, executions, ▇▇▇▇▇▇▇▇▇▇▇, appeals, obligations, attorney’s fees, causes of action and suits of every kind and nature whatsoever, direct or derivative, from the beginning of time to the Effective Date, foreseen or unforeseen, known or unknown, asserted or unasserted, or which may be hereafter claimed to arise out of any action, inaction, event or matter occurring prior to and including the Effective Date, including, but not limited to, all claims for punitive damages, or attorney’s fees and costs, and any and all other claims arising under any law, rule, regulation, order or decision, that the Company and its current directors and executive officers have had, now have, or may have against any member of the Sophis Group and/or the Sophis Released Group, including, without limitation, those arising out of or in any way relating to any member of the Sophis Group’s involvement or engagement with the Company and its current directors and executive officers, the matters and allegations described in this Agreement, employment at the Company, ownership of securities of the Company, the Lawsuit and the IP Claims, at any time prior to and including the Effective Date (the “Company Release” and together with the Sophis Group Release, the “Releases”), except that, notwithstanding the foregoing, the Company Release shall not be irrevocable and unconditional in respect of the Lawsuit and the IP Claims, and the Company Release shall be void and have no further force and effect as to the Lawsuit and/or the IP Claims if the Company is permitted to refile the Lawsuit and/or pursue the IP Claims under Section 6 and Section 7, respectively. c. The Parties each acknowledge that as of the time of the Effective Date, the Parties may have claims against one another that a Party does not know or suspect to exist in his or its favor, including, without limitation, claims that, had they been known, might have affected the decision to enter into this Agreement, or to provide the releases set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth aboveSection 9. In connection with such any such claims, the Parties agree that they intend to waive, relinquish, and release any and all provisions, rights, and benefits of any state or territory of the United States or other jurisdiction that purports to limit the application of a release to unknown claims, or to facts unknown at the time the release was entered into. In connection with this waiver, the Parties acknowledge that they, or any of them, may (including after the Effective Date) discover facts in addition to or different from those known or believed by them to be true with respect to the subject matter of the releases set forth abovein this Section 9, each Loan Party expressly but it is the intention of the Parties to completely, fully, finally, and completely waives forever compromise, settle, release, discharge, and relinquishes extinguish any and all claims that they may have one against another, known or unknown, suspected or unsuspected, contingent or absolute, accrued or unaccrued, apparent or unapparent, that now exist or previously existed, without regard to the subsequent discovery of additional or different facts. The Parties acknowledge that the foregoing waiver is a key, bargained-for element to this Agreement and the Releases that are part of it. d. The Releases provided for in this Section 9 are intended to be broad, and this breadth is a bargained-for feature of this Agreement. Notwithstanding anything to the contrary herein, the Releases provided for in this Section 9 shall not apply to (i) any rights or duties under this Agreement or (ii) any claims or causes of action that any Party may have for the breach or enforcement of any provision of this Agreement. For the avoidance of doubt, nothing in this Section 9 shall operate to release Terran Orbital’s claims in the Lawsuit or the Alleged Claims in the event that Terran Orbital is permitted to assert such claims as provided in Sections 6 and 7. e. The Parties acknowledge that they are aware of and familiar with the provisions of Section 1542 of the California Civil Code, which provides as follows: The Parties hereby waive and relinquish all rights and benefits that it has or may ever they have pursuant to under Section 1542 of the California Civil Code of the State of CaliforniaCode, or the law of any other similar provision of country, territory, state or jurisdiction, or common law or principle of equity in any jurisdiction pertaining principle, to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORsame or similar effect. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. Subject to the express provisions hereof, Purchaser acknowledges and agrees that Seller does not make any representation or warranty (aexcept for the representations set forth in Section 11.1 above) Each Loan Party as to, and, upon Closing, Purchaser, for itself, its successors and assigns, hereby absolutely waives and unconditionally releases the Seller Parties from any present or future claims, at law or in equity, whether known or unknown, foreseeable or otherwise, arising from or relating to, the condition of the Property, including without limitation the presence or alleged presence of asbestos, radon, petroleum, petroleum products, or any hazardous materials or harmful or toxic substances in, on, under or about the Property, including without limitation any claims under or on account of (i) the Comprehensive Environmental Response, Compensation and forever discharges Liability Act of 1980, as the Administrative Agentsame may have been or may be amended from time to time, each Lenderand similar state statutes, and any and all participantsregulations promulgated thereunder, parent corporations(ii) any other federal, subsidiary corporationsstate or local law, affiliated corporationsordinance, insurersrule or regulation, indemnitorsnow or hereafter in effect, successors and assigns thereofthat deals with or otherwise in any manner relates to, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action environmental matters of any kind, nature (iii) this Agreement, or description, whether arising in (iv) the common law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”). Purchaser hereby specifically acknowledges that Purchaser has carefully reviewed this Section 11.3.3 and has discussed its import with legal counsel and that the provisions of this Section 11.3.3 are a material part of this Agreement. It is the intent of Purchaser, which such Loan Party has hadupon Closing, now to release all Claims that Purchaser has or has made claim to may have against Seller, known or unknown. Notwithstanding any such person for other provisions contained herein, or by reason of in any act, omission, matter, cause document or thing whatsoever arising from instrument delivered in connection with the beginning of time to and including the date of this Agreement which relates directly or indirectlytransfer contemplated hereby, to the Credit Agreement contrary (including, without limitation, any language providing for survival of certain provisions hereof or any other Loan Documentthereof), whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, Purchaser hereby acknowledges and agrees that (a) prior to Closing, Purchaser’s sole recourse in the release event of Seller default shall be as set forth above may in Section 10.2 hereof, and (b) except for the Excluded Liabilities (hereafter defined), any indemnity contained herein or in the Closing Documents and any claim made within the Survival Period set forth in Section 16.8 hereof, Seller shall, upon consummation of Closing, be pleaded as a full deemed to have satisfied and complete defense fulfilled all of Seller’s covenants and obligations contained in this Agreement and the documents delivered pursuant hereto, and Seller shall have no further liability to any Claim and may be used as a basis for an injunction against any action, suit Purchaser or other proceeding which may be instituted, prosecuted or attempted in breach of otherwise with respect thereto. It is expressly agreed among the parties that the provisions of such release. Each Loan Party agrees that no factSection 16.8 hereof are deemed incorporated, eventas to Seller, circumstanceinto each of the closing documents to be delivered at Closing, evidence or transaction which could now except the Limited Warranty Deed to be asserted or which may hereafter be discovered will affect delivered at Closing and except for any indemnity provision contained in any manner the final, absolute and unconditional nature of the release set forth aboveclosing documents to be delivered at Closing, each of which shall not be subject to the terms of Section 16.8. In SUBJECT TO THE PRECEDING TWO SENTENCES, THIS RELEASE IS INTENDED TO BE A GENERAL RELEASE. For clarity, the releases pursuant to this Section 11.3.3 shall survive the Closing hereunder, without limitation by the provisions of Section 16.8 hereof, and shall not be merged into any deed or other document delivered at or in connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORClosing. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. (a) Each Loan Party hereby absolutely Subject to paragraph 6 below and unconditionally releases and forever discharges entry of the Administrative AgentFinal Order, each LenderDebtor and its estate shall be deemed to have forever waived, discharged, and any released each of the Existing RBL Secured Parties and all participantstheir respective affiliates, parent corporationsassigns, subsidiary corporations, affiliated corporations, insurers, indemnitors, or successors and assigns thereofthe respective members, together with all of the present and former directorsmanagers, equity holders, affiliates, agents, attorneys, financial advisors, consultants, officers, agentsdirectors, attorneys employees, and employees of any other representatives of the foregoing (eachall of the foregoing, a “Releasee” and collectively, the “Existing RBL Secured Party Releasees”), solely in their capacity as such, from any and all “claims” (as defined in the Bankruptcy Code), demands or 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 kind, nature or descriptionand all of the Existing RBL Secured Party Releasees, whether arising in at law or equity in equity, relating to and/or otherwise in connection with the Existing RBL Obligations, the Existing RBL Liens, or upon contract the debtor-creditor relationship between any of the Existing RBL Secured Parties, on the one hand, and any of the Debtors, on the other hand, including (a) any recharacterization, subordination, avoidance, disallowance, or tort other claim arising under or pursuant to section 105 or chapter 5 of the Bankruptcy Code or under any other similar provisions of applicable state law, federal law, or federal municipal law and (b) any right or otherwise (eachbasis to challenge or object to the amount, a “Claim” and collectivelyvalidity, or enforceability of the “Claims”)Existing RBL Obligations or any payments or other transfers made on account of the Existing RBL Obligations, which or the validity, enforceability, priority, or non-avoidability of the Existing RBL Liens securing the Existing RBL Obligations, including any right or 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 Loan Party has had, now has claims arising prior to or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach entry of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORFinal Order. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. (a“Executive”), for himself and his family, heirs, executors, administrators, legal representatives and their respective successors and assigns, in exchange for the consideration received pursuant to Sections 6(c) Each Loan Party (in the case of Disability), Sections 6(e) or 6(f) (other than the Accrued Obligations) of the Employment Agreement to which this release is attached as Exhibit A (the “Employment Agreement”), to which the Executive would not otherwise be entitled, and except as otherwise set forth in this Agreement, does hereby absolutely and unconditionally releases release and forever discharges discharge _____________________ (the Administrative Agent“Company”), each Lender, and any and all participants, parent corporations, subsidiary corporationsits subsidiaries, affiliated corporations, insurers, indemnitorscompanies, successors and assigns thereofassigns, together with all of the present and its current or former directors, officers, agentsemployees, attorneys and employees of any of shareholders or agents in such capacities (collectively with the foregoing (each, a “Releasee” and collectivelyCompany, the “ReleaseesReleased Parties”), ) from any and all claimsactions, demands or causes of action of any kindaction, nature or descriptionsuits, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (eachcontroversies, a “Claim” claims and collectivelydemands whatsoever, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever whatsoever, whether known or unknown including, but not limited to, all claims under any applicable laws arising from under or in connection with Executive’s employment or termination thereof, whether for tort, for breach of express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the beginning job or incurred as a result of time loss of employment. Executive acknowledges that the Company encouraged him to consult with an attorney of his choosing, and including through this General Release of Claims encourages him to consult with his attorney with respect to possible claims under the Age Discrimination in Employment Act (“ADEA”) and that he understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting the generality of the release provided above, Executive expressly waives any and all claims under ADEA that he may have as of the date hereof. Executive further understands that by signing this General Release of Claims he is in fact waiving, releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this Agreement which relates directly paragraph 1 that may have existed on or indirectly, prior to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General Release of Claims shall not apply to (i) any rights to receive any payments or benefits pursuant to Section [ ] of the Employment Agreement, (ii) any rights or claims that may arise as a result of events occurring after the date this General Release of Claims is executed, (iii) any indemnification rights Executive may have as a former officer or director of the Company or its subsidiaries or affiliated companies, (iv) any claims for benefits under any directors’ and officers’ liability policy maintained by the Company or its subsidiaries or affiliated companies in accordance with the terms of such policy, and (v) any rights as a holder of equity securities of the Company. Each Loan Party understandsIn addition, Executive hereby acknowledges and agrees that the release set forth above may be pleaded as a full he has read and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to understand Section 1542 of the Civil Code of the State of California, which reads as follows: In connection with such waiver and the above releases, Executive acknowledges that he is aware that he may hereafter discover facts in addition to or different from those which he now knows or believes to be true, but that it is his intention hereby to fully, finally, and forever settle and release all such claims, matters, disputes, and differences, known or unknown, fixed or contingent, suspected or unsuspected, except as specifically set forth in this Agreement. The release given herein shall be and remain in effect as full and complete releases notwithstanding the discovery or existence of any other similar provision of such additional or different facts. Executive hereby expressly waives and relinquishes all rights and benefits under that Section and any law or legal principle of equity similar effect in any jurisdiction pertaining with respect to the matters released hereinExecutive’s release of unknown and unsuspected claims given in this Release. Executive have been advised by counsel and understand the meaning and consequences of Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor his waiver of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to said Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors protections is knowing and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationvoluntary.

Release of Claims. Effective on the date hereof, each Credit Party hereby acknowledges that: (a) 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 agreements on the 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 date hereof. Each Loan Credit Party hereby absolutely and unconditionally releases remises, releases, acquits, satisfies and forever discharges the Administrative Agent, the Collateral Agent and each LenderLender (solely in their respective capacities as such), and any and all participantseach of their respective agents, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directorsemployees, officers, agentsdirectors, predecessors, attorneys and employees all others acting or purporting to act on behalf of any or at the direction of the foregoing (each, a “Releasee” and collectivelyAdministrative Agent, the Collateral Agent or any Lender (“Releasees”), of and from any and all claimsmanner of actions, demands or causes of action of any kindaction, nature suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, claims and demands whatsoever, known or descriptionunknown, whether arising in law or in equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which any of such Loan Party has parties ever had, now has or, to the extent arising from or has made claim to have against any such person for or by reason of in connection with any act, omission, matter, cause omission or thing whatsoever arising from the beginning state of time facts taken or existing on or prior to and including the date of this Agreement which relates directly or indirectly, to hereof in connection with the Credit Agreement or any other Loan Credit Document; provided, whether such claimsthat, demands and causes of action are matured or unmatured or known or unknown, except for the duties and avoidance of doubt, this Section 14 shall not apply to (i) any Claims arising from any Releasee’s obligations set forth in under this Agreement. Each Loan Amendment, (ii) any Claims arising from any Releasee’s gross negligence or willful misconduct or (iii) any future Claims of any Credit Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of Releasee based on facts existing after the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORdate hereof. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. (a) Each Loan Party hereby absolutely Subject to and unconditionally releases upon the consummation of the Merger and forever discharges the Administrative Agentreceipt of the Merger Consideration to which Stockholder is entitled, each LenderStockholder, and, if Stockholder is a legal entity, together with the Stockholder’s officers, directors, members, stockholders, subsidiaries and Affiliates, and any and all participantseach of their respective heirs, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitorsRepresentatives, successors and assigns thereof(such persons, together with all the “Releasors”), hereby fully, unconditionally and 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 Parent, Merger Sub, the Company, each of their subsidiaries and Affiliates and their respective past, present and former or future officers, directors, officersemployees, counsel and agents, attorneys and employees of any the stockholders of the foregoing Company prior to the Merger Closing (each, a “Releasee” and collectivelysuch 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, demands or causes counterclaims, demands, damages, liabilities, obligations, judgments, debts, costs, expenses, dues and suits of action of any every kind, nature or descriptionand description whatsoever, whether arising known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”)equity, which such Loan Party has Stockholder or any of the Releasors ever had, now has or has made claim to may hereafter have against any such person for of the Releasees, on or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, that arose prior to the Credit Agreement or Merger Closing (collectively, “Claims”); provided, however, that nothing herein shall be deemed to release (a) any other Loan Document, whether such claims, demands and causes right of action are matured or unmatured or known or unknown, except for the duties and obligations Stockholder expressly set forth in the Merger Agreement, including the right to receive the 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. (b) Stockholder, on behalf of itself and the other Releasors, hereby expressly waives any rights Stockholder may have under any Law that provides that a general release does not or may not extend to claims that the Releasors do not know or suspect to exist in the Releasors’ favor at the time of executing this Agreement. Each Loan Party understandsStockholder acknowledges, acknowledges on behalf of itself and agrees the other Releasors, that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions inclusion of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect unknown Claims in any manner the final, absolute this Agreement was separately bargained for and unconditional nature was a key element of the release set forth abovein this Section 17. In connection Stockholder acknowledges, on behalf of itself and the other Releasor, that Stockholder or the other Releasors may hereafter discover facts which are different from or in addition to those that Stockholders or the other Releasors may now know or believe to be true with the releases set forth above, each Loan Party expressly and completely waives and relinquishes respect to any and all rights Claims released under this Section 17 and benefits agree that it all such unknown Claims are nonetheless released and that this Agreement will be and remain effective in all respects even if such different or additional facts are subsequently discovered. Stockholder, on behalf of itself and the other Releasors, represents that as to each and every Claim released hereunder, ▇▇▇▇▇▇▇▇▇▇▇ has or may ever have pursuant received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASERELEASE AND THAT, WHICH IF KNOWN BY HIM OR HER MUST HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.DEBTOR OR RELEASED PARTY (bc) Each Loan Party hereby absolutelyStockholder, unconditionally on behalf of itself and irrevocably covenants the other Releasors, represents and agrees acknowledges that he, she, or it has read this release and understands its terms and has been given an opportunity to ask questions of the Company’s representatives. Stockholder further represents, on behalf of itself and the other Releasors, that in signing this release he, she or it does not rely, and has not relied, on any representation or statement not set forth in this release made by any representative of the Company or anyone else with and in favor regard to the subject matter, basis or effect of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding this release or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. (a) Each Loan Party hereby absolutely and unconditionally releases and forever discharges the Administrative Agent, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all In consideration of the present payments and former directorsbenefits to be made under the Employment Agreement, officersdated as of [●] (the “Employment Agreement”), agentsto which [●] (the “Executive”) and At Home RMS Inc., attorneys and employees of any a Delaware corporation (the “Company”) (each of the foregoing (eachExecutive and the Company, a “ReleaseeParty” and collectively, the “ReleaseesParties”) are parties, the sufficiency of which the Executive acknowledges, the Executive, with the intention 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, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, demands or actions, causes of action action, complaints, charges, demands, rights, damages, debts, sums of any kindmoney, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or descriptionotherwise, whether arising in law or equity or upon contract or tort or under any state or federal law accrued, absolute, contingent, unliquidated or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, whether now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for suspected or unsuspected, which the duties and obligations set forth in this Agreement. Each Loan Party understandsExecutive, acknowledges and agrees that the release set forth above may be pleaded individually or as a full and complete defense member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to any Claim and may be used as a basis for an injunction the date hereof, against any actionCompany Released Party that arises out of, suit or relates to, the Employment Agreement, the Executive’s employment with the Company or any of its subsidiaries and affiliates, or 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 proceeding which may be institutedtort, prosecuted (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 attempted in breach of the provisions of such release. Each Loan Party agrees that no factlocal statute, eventprovision, circumstanceorder or regulation, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in and including, without limitation, any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 claim under Title VII of the Civil Code Rights Act of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. 1964 (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant“Title VII”), the BorrowerCivil Rights Act of 1988, for itself and its successors and assignsthe 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 its present and former membersany similar or analogous state statute, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.excepting only:

Release of Claims. (a) Each Loan Party Guarantor hereby absolutely ratifies, reaffirms and unconditionally acknowledges that the Guaranty represents its valid, enforceable and collectible obligations, and that it has no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Guarantor hereby acknowledges and agrees that, through the date hereof, each of the Administrative Agent and the Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with the Borrower, the Parent and Guarantor in connection with the Loans. Guarantor hereby releases and forever discharges the Administrative Agent, each LenderLenders, and any and all participants, their respective parent corporations, subsidiary corporationssubsidiaries and affiliates, affiliated corporationsany holder of or participant in a Loan, insurersand each of their respective present and former officers, indemnitorsdirectors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, personal representatives, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”), from any and all claims, demands or liabilities, damages, actions and causes of action of any kind, every nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise character (each, a “Claim” and collectively, the “Claims”), which such Loan Party has hadknown or unknown, now has direct or has made claim to have against any such person indirect, at law or in equity, for or by reason because of any actmatter or things done, omission, matter, cause omitted or thing whatsoever arising from suffered to be done by any of the beginning of time Released Parties prior to and including the date of this Agreement which relates directly or indirectlyhereof, relating to the Loans, the Guaranty, the administration of the Loans, the Credit Agreement or Agreement, any of the other Loan Document, whether such claims, demands and causes of action are matured Documents or unmatured or known or unknown, except for the duties and obligations set forth modifications described in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORAmendment. (b) Each Loan Party In entering into this Acknowledgement, the Guarantor has consulted with, and been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Released Parties and hereby absolutely, unconditionally agrees and irrevocably covenants acknowledges that the validity and agrees with and in favor effectiveness of each Releasee that it will the releases set forth above do not ▇▇▇ (at law, in equity, depend in any regulatory proceeding way on any such representations, acts and/or omissions or otherwise) any Releasee on the basis accuracy, completeness or validity hereof. The provisions of any Claim released, remised and discharged by any Loan Party pursuant to this Section 12(a) above. If any Loan Party violates 3 shall survive the foregoing covenanttermination of the Credit Agreement, the Borrower, for itself and its successors and assignsother Loan Documents, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, the payment in addition to such other damages as any Releasee may sustain as a result full of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationthe Obligations under the Credit Agreement.

Release of Claims. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower on behalf of itself and on behalf of its respective successors, assigns, partners, and agents, and the members, directors, shareholders, officers and directors of its partners (a) Each Loan Party collectively, “Releasors”), hereby absolutely irrevocably and unconditionally releases release and forever discharges the discharge Administrative AgentAgent and each Lender and its successors, each Lenderassigns, agents, officers, employees, representatives, attorneys, and affiliates, and all persons acting by, through, under, or in concert with any of the aforesaid persons or entities (collectively, “Released Parties”), or any of them, from and against any and all participantscauses of action, parent corporationssuits, subsidiary corporationsdebts, affiliated corporationsliens, insurersobligations, indemnitorsliabilities, successors claims, demands, damages, judgments, losses, orders, penalties, costs and assigns thereofexpenses including, together with all without limitation, attorneys’ fees, of the present and former directorsany kind or nature whatsoever, officersknown or unknown, agentssuspected or unsuspected, attorneys and employees of fixed or contingent, liquidated or unliquidated, which any of the foregoing Releasors now have, own, hold, or claim to have, own, or FIRST AMENDMENT TO LOAN DOCUMENTS (eachW Hotel Austin) Page 7 hold, a “Releasee” and or at any time heretofore have had, owned, held or claimed to have had, owned, or held against any of the Released Parties arising from, based upon, or related to, whether directly or indirectly (collectively, “Claims”): (i) the “Releasees”), from Loan; (ii) the Loan Documents; (iii) any and all claimsother agreements, demands documents or causes instruments referenced herein or in the Loan Documents or related hereto or thereto; (iv) any defenses as to the enforcement of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise the Loan Documents; (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of v) any act, omission, matter, cause negligence or thing whatsoever arising from the beginning breach of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement duty by Administrative Agent or any other Loan DocumentLender regarding the Loan, whether such claimsexcluding acts, demands and causes of action are matured omissions or unmatured negligence resulting from Lender’s willful misconduct or known gross negligence; or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwisevi) any Releasee on theory of lender liability regarding the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationLoan.

Release of Claims. (a) Each Loan Party 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 effective as of the Closing, the Sponsor, for and on behalf of itself and each of its heirs, executors, administrators, personal representatives, successors, assigns and subsidiaries, hereby absolutely acknowledges full and unconditionally complete satisfaction of and fully and irrevocably releases and forever discharges the Administrative AgentCompany, Broadstone, the Target Companies, Pubco, Merger Sub, each Lenderof their respective subsidiaries and their predecessors, and any and all participantssuccessors, assignees, parent corporationscompanies, subsidiary corporationsshareholders and investors (direct and indirect) and, affiliated corporationsin each case, insurerseach of their respective Affiliates, indemnitorsofficers, successors and assigns thereof, together with all of the present and former directors, officerspartners, employees, agents, attorneys and employees of any of the foregoing other representatives, past and present (each, a “Releasee” and collectively, the “ReleaseesReleased Entities”), from liability on or for any and all charges, claims, demands or controversies, actions, causes of action action, cross claims, counterclaims, demands, debts, duties, sanctions, fines, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs, attorney’s fees, sums of money, suits, contracts, covenants, controversies, agreements, promises, responsibilities, obligations and accounts of any kind, nature or description, whether arising description whatsoever in law Law or in equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “ClaimsActions”), which such Loan Party has haddirect or indirect, past, present and future, and whether or not now has or has made claim to have heretofore known, suspected, matured or unmatured, contingent or uncontingent, or claimed against any such person for or by reason of any actthe Released Entities, omission, matter, cause or thing whatsoever arising from the beginning of time through to and including the date Closing, arising out of, or relating to, (x) the Sponsor’s ownership of this Agreement which relates directly any Sponsor Purchaser Ordinary Shares or indirectlyany equity or debt interests in Broadstone prior to the Closing, (y) the organization, management or operation of the business of Broadstone relating to any matter, occurrence, action, inaction, omission or activity prior to the 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, that such release shall not release the Released Entities for (i) any Actions arising out of or related to the Released Entities’ respective Organisational Documents, to provide indemnification, reimbursement or advancement of expenses to the Credit Agreement 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, (ii) any other Loan DocumentActions 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, whether such claims(iii) any Actions arising under, demands or in connection with, any commercial agreements as between any direct or indirect portfolio companies of the Sponsor or its Affiliates and causes of action are matured any Released Entity, or unmatured or known or unknown, except (iv) for the duties and obligations set forth avoidance of doubt, any Actions arising in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded Sponsor’s capacity as a full and complete defense to any Claim and may be used as a basis for an injunction against any actionmember of Pubco under its Organisational Documents (if applicable), suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at lawNew Registration Rights Agreement, in equityeach case, in any regulatory proceeding or otherwise) any Releasee on arising after the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationClosing.

Release of Claims. (a) Each Loan Party hereby absolutely Subject to and unconditionally releases upon the consummation of the Merger and forever discharges the Administrative Agentreceipt of the Merger Consideration to which Stockholder is entitled, each LenderStockholder, and, if Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and any and all participantseach of their respective heirs, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitorsRepresentatives, successors and assigns thereof(such persons, together with all 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 Parent, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present and former or future officers, directors, officersemployees, counsel and agents, attorneys and employees of any the stockholders of the foregoing Company prior to Closing (each, a “Releasee” and collectivelysuch persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands or causes demands, damages, judgments, debts, dues and suits of action of any every kind, nature or descriptionand description whatsoever, whether arising known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”)equity, which such Loan Party has Stockholder or any of the Releasors ever had, now has or has made claim to may hereafter have against any such person for of the Releasees, on or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, that arose prior to the Credit Agreement or Closing; provided, however, that nothing herein shall be deemed to release (a) any other Loan Document, whether such claims, demands and causes right of action are matured or unmatured or known or unknown, except for the duties and obligations Stockholder expressly set forth in this the Merger Agreement. Each Loan Party understands, acknowledges and agrees that including the release set forth above right to receive the Merger Consideration to which it may be pleaded 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 full director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries. (b) Stockholder represents that as to each and complete defense every claim released hereunder, S▇▇▇▇▇▇▇▇▇▇ has received the advice of legal counsel with regard to any Claim the releases contained herein, and may be used as a basis for an injunction against any actionhaving been so advised, suit or other proceeding which may be instituted, prosecuted or attempted in breach specifically waives the benefit of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASERELEASE AND THAT, WHICH IF KNOWN BY HIM OR HER MUST HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.DEBTOR OR RELEASED PARTY (bc) Each Loan Party hereby absolutelyStockholder represents and acknowledges that he, unconditionally she, or it has read this release and irrevocably covenants understands its terms and agrees has been given an opportunity to ask questions of the Company’s representatives. Stockholder further represents that in signing this release he, she or it does not rely, and has not relied, on any representation or statement not set forth in this release made by any representative of the Company or anyone else with and in favor regard to the subject matter, basis or effect of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding this release or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. Effective as of the Closing, (ai) Each Loan Party Seller hereby absolutely and unconditionally forever waives, releases and forever discharges the Administrative Agent(and hereby agrees to direct, and use its reasonable best efforts to cause, each Lenderof its representatives to forever waive, release and any discharge) with prejudice the Company and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), Buyer from any and all claims, demands rights (including rights of indemnification, contribution and other similar rights, from whatever source, whether under contract, applicable Law or otherwise), causes of action 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, nature arising by any means (including subrogation, assignment, reimbursement, operation of law or descriptionotherwise), whether known or unknown, suspected or unsuspected, accrued or not accrued, foreseen or unforeseen, or mature or unmature related or with respect to, in connection with, or arising in law or equity or upon contract or tort or under any state or federal law or otherwise (eachout of, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates 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 Credit Agreement or 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 Loan Documentsimilar rights, from whatever source, whether such claimsunder contract, demands and applicable Law or otherwise), causes of action are matured action, protests, suits, disputes, orders, obligations, debts, demands, proceedings, contracts, agreements, promises, liabilities, controversies, costs, expenses, fees (including attorneys’ fees), or unmatured damages of any kind, arising by any means (including subrogation, assignment, reimbursement, operation of law or otherwise), whether known or unknown, except for suspected or unsuspected, 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 duties and Closing; provided, however, this Section 6.9 shall not be construed as releasing (a) any Person from its obligations set forth in this AgreementAgreement or any agreement delivered pursuant hereto (including without limitation the obligations of Seller under Article 7 to indemnify all Buyer Indemnified Parties (including the Company following the Closing)), (b) the Company from any obligation to pay to any Person any wages or benefits arising in the Ordinary Course of Business solely from such Person’s employment with the Company and accrued as of the Closing Date, or (c) Seller with respect to matters addressed by the Company’s representations and warranties in Article 3. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no factSeller, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute Company and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party Buyer hereby expressly and completely waives and relinquishes any and all provisions, rights and benefits that it has or may ever have pursuant to Section conferred by §1542 of the California Civil Code of the State of California, (or any other similar similar, comparable or equivalent provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as followslaw) 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. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.”

Release of Claims. (a) Each Loan Party hereby absolutely and unconditionally releases and forever discharges Effective as of the Administrative AgentClosing Date, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing Party (each, a “Releasee” and collectively, the “ReleaseesReleasing Party”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors Affiliates (as defined below), whether an Affiliate as of the Closing Date or hereafter becoming an Affiliate, and for each of their respective predecessors, successors, assigns, heirs, representatives, and 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 (collectively, the “Releasing 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), and their respective predecessors, successors, assigns, heirs, representatives, and 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 (collectively, the “Released Parties”), from all claims of any type and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, known or unknown, that any Releasing Entity may have now or may have in the future, against any of the Released 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 present other Releasing Entities shall forever refrain and former membersforebear from commencing, managersinstituting or prosecuting any lawsuit action or proceeding, shareholdersjudicial, affiliatesadministrative or otherwise collect or enforce any Released Claim, subsidiarieswhich is released and discharged herein. For purposes herein, divisions(i) “Affiliate” means, predecessorswith respect to a specified Person, directorsany other Person that directly or indirectly Controls, officersis Controlled by or is under common Control with, attorneysthe specified Person; (ii) “Control” means (a) the possession, employeesdirectly or indirectly, agentsof the power to vote 10% or more of the securities or other equity interests of a Person having ordinary voting power, legal representatives (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, by contractor otherwise, or (c) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person; and (iii) “Person” means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any other representativesentity or organization, agrees to pay, in addition to such other damages as including a government or political subdivision or any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationagency or instrumentality thereof.

Release of Claims. (a) Each Loan Party In consideration of Lender's agreements contained herein, Borrower and its successors and assigns each hereby absolutely and unconditionally releases fully release, remise and forever discharges the Administrative Agentdischarge Lender and Bank and all of their past and present officers, each Lenderdirectors, agents, employees, servants, partners, shareholders, attorneys and managers, and any and all participantsof their respective heirs, parent corporationspersonal representatives, subsidiary corporations, affiliated corporations, insurers, indemnitorspredecessors, successors and assigns thereofassigns, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”)for, from and against any and all claims, demands or demands, causes of action action, controversies, offsets, obligations, losses, damages, and liabilities of every kind and character whatsoever, including without limitation any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any actaction, omission, mattermisrepresentation or other basis of liability founded either in tort or contract and the duties arising thereunder that Borrower, cause or thing whatsoever any of its successors or assigns has had in the past, or now has, or which may hereafter accrue, whether known or unknown, whether currently existing or hereafter asserted, relating in any manner to, or arising from or in connection with, the beginning indebtedness evidenced by the Prior Loan Agreement, this Agreement or the Loan Documents, any negotiations, loan administration, exercise of time rights and remedies, payment, offset with respect to, or other matter relating to such indebtedness, any collateral securing payment and including performance of such indebtedness, or any matter preliminary to the execution and delivery by Borrower and Lender of this Agreement, or any statement, action, omission or conduct of Lender or Bank or any of their officers, directors, agents, employees, servants, partners, shareholders, attorneys and managers relating in any manner to such indebtedness, collateral or this Agreement; provided, however, that the foregoing release and discharge shall not apply to the obligations of Lender expressly set forth in this Amendment or first arising after the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this AgreementAmendment. Each Loan Party understands, Borrower acknowledges and agrees that the release set forth above may Lender is not and shall not be pleaded as a full and complete defense obligated in any way to continue or undertake any Claim and may be used as a basis for an injunction against any actionloan, suit financing or other proceeding which may be institutedcredit arrangement with Borrower, prosecuted or attempted in breach including without limitation any renewal of the provisions of such release. Each indebtedness evidenced by the Loan Party agrees that no factAgreement, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner beyond the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORMaturity Date. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. Seller, on behalf of itself and its predecessors, successors, assigns, their past, present and future officers, agents, directors, employees, investors, stockholders, Affiliates, administrators, beneficiaries, and representatives and the beneficiaries, heirs, executors, and representatives of any of them (a) Each Loan Party hereby absolutely the “Seller Releasing Parties”), effective as of the Closing (the “Effective Time”), fully, finally and unconditionally releases irrevocably releases, acquits and forever discharges the Administrative AgentPurchaser, Companies, Companies’ Subsidiaries each Lenderof their respective Affiliates, and any and all participantsofficers directors, parent corporationsemployees, subsidiary corporationsattorneys, affiliated corporationsinvestment bankers, insurersagents, indemnitorspredecessors, successors and assigns thereofof Purchaser, together with all of the present Companies and former directorsCompanies’ Subsidiaries, officersand the beneficiaries, agentsheirs, attorneys and employees executors, representatives of any of the foregoing them (each, a “Releasee” and collectively, the “ReleaseesSeller Released Parties”), ) from any and all claimsActions, demands or causes liabilities, costs and expenses of action of any kind, every kind and nature or descriptionwhatsoever, whether arising in from any express, implied, oral or written Contract or otherwise, known or unknown, past, present or future, suspected or unsuspected, at law or equity or upon contract or tort or under any state or federal law in equity, contingent or otherwise (eachcollectively, a “Seller Potential Claim” and collectively, the “Claims”), which such Loan Party has that the Seller Releasing Parties, or any of them, had, now has or has made claim to may have in the future against any such person of the Seller Released Parties for or by reason of any act, omission, matter, cause or thing whatsoever relating to any Company and/or any of the Company’s Subsidiaries, or any of their respective employees, officers and directors occurring at any time at or prior to the Effective Time including without limitation any matter or claim related to any inter-Company Indebtedness, including Indebtedness between any Company and the Seller, (subject to the exceptions described below, the “Seller Released Matters”), except that the Seller Released Matters do not include, and nothing in this Agreement will affect or be construed as a waiver or release by the Seller Releasing Parties of, any Seller Potential Claim by the Seller Releasing Parties arising from or relating to: (i) any rights or benefits available to any Seller Releasing Party under this this Agreement, the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Escrow Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for related agreement entered into by the duties and obligations set forth Seller Releasing Parties in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assignsAcquisition, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain (ii) claims that cannot be released as a result matter of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationLaw.

Release of Claims. (a) Each Loan Party hereby absolutely A. Following the Effective Date and unconditionally releases and forever discharges provided that Disney has paid the Administrative Agentfull Settlement Amount, each Lender▇▇▇▇▇▇, ▇▇▇▇▇-Ward, Peterson, De ▇▇▇▇, Gonzalez, Lanesey, and any all Class Members who have not timely requested exclusion from the Settlement, as well as their respective spouses, heirs, assigns, executors, administrators, successors, and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing agents (each, a “Releasee” and collectively, the “ReleaseesReleasing Parties”), shall be deemed to release, resolve, relinquish, and discharge each and all of the Released Parties from each of the Released Claims (as defined below). For purposes of this paragraph, “Released Parties” means Buena Vista Catalogue Co., d/b/a Disney Movie Club, and any of its past, present, and future parents, subsidiaries, affiliated companies, and corporations, and any of its past, present, and future officers, directors, managers, employees, general partners, limited partners, principals, insurers, reinsurers, shareholders, attorneys, advisors, representatives, or assigns. For purposes of this paragraph, “Released Claims” means any and all claims, demands or causes of action action, suits, obligations, debts, demands, agreements, promises, liabilities, damages, losses, controversies, costs, expenses and attorneys’ fees of any kind, nature or descriptionwhatsoever, whether arising based on any law (including federal law, state law, common law, contract, rule, or regulation) or equity, whether known or unknown, suspected or unsuspected, asserted or unasserted, foreseen or unforeseen, actual or contingent, liquidated or unliquidated, punitive or compensatory, monetary or non- monetary, that have been pled in the Action, or that could have been pled in the action, that arise out of or relate to the causes of action, allegations, practices, or conduct at issue in the in the Complaint, First Amended Complaint, or Second Amended Complaint. Each of the Released Parties shall be third-party beneficiaries to this Agreement and entitled to enforce its terms. B. For the purpose of implementing a full and complete release and discharge between the named plaintiffs and Defendant, ▇▇▇▇▇▇, ▇▇▇▇▇-Ward, Peterson, De leon, Gonzalez, and Lanesey expressly acknowledge that their respective releases provided in this Agreement are intended to include in their effect, without limitation, any and all claims, complaints, charges, or suits, including those claims, complaints, charges, or suits which they do not know or suspect to exist in their favor at the time of execution hereof, which if known or suspected, could materially affect their decision to execute this Agreement. This Agreement contemplates the extinguishment of any such claims, complaints, charges, or suits and therefore all rights under any law of any state or equity territory of the United States or upon contract other jurisdiction, or tort principle of common law. It is further understood and agreed that this release by ▇▇▇▇▇▇, ▇▇▇▇▇-Ward, Peterson, De leon, Gonzalez, and Lanesey is entered into with the provisions of California Civil Code section 1542 (or any analogue of or counterpart to section 1542 under any state or federal law or otherwise (eachlaw) specifically in mind, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such releasewhich section are hereby expressly waived. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides This section reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASERELEASE AND THAT, WHICH IF KNOWN BY HIM OR HER MUST HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (b) Each Loan Party hereby absolutelyDEBTOR OR RELEASED PARTY. By executing this Agreement, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law▇▇▇▇, in equity▇▇▇▇▇-Ward, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim releasedPeterson, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenantDe leon, the Borrower, for itself and its successors and assignsGonzalez, and its present and former membersLanesey acknowledge that they have been specifically advised by their counsel of the consequences of the above waiver, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees as well as with respect to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationthis Agreement generally.

Release of Claims. The Borrowers acknowledge and confirm their obligations to the Lenders for repayment of the Loans and indebtedness evidenced by the Notes (athe “Indebtedness”). The Borrowers (and in the case of Construction Partners, on behalf of itself and Holdings, and in the case of FSC, on behalf of itself and ▇▇▇▇ ▇▇▇▇▇ Construction) Each further acknowledge and represent that they have no defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever (collectively, the “Loan Party Defenses”) that can be asserted to reduce or eliminate all or any part of their liability to repay the Indebtedness to the Lenders. To the extent that any such Loan Defenses exist, and for and in consideration of the Lenders’ commitments contained in this Agreement, the receipt and sufficiency of which are hereby absolutely acknowledged, they are hereby fully, forever and unconditionally releases irrevocably released. By their execution below, for and forever discharges in consideration of the Administrative AgentLenders’ commitments contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, for themselves (and in the case of Construction Partners, for itself and Holdings, and in the case of FSC, for itself and ▇▇▇▇ ▇▇▇▇▇ Construction) and for their respective successors, executors, heirs, administrators, and assigns, each Lenderhereby acknowledge and agree that neither the Lenders nor any of their officers, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officersemployees, agents, attorneys servants, representatives, attorneys, loan participants, successors, successors-in-interest, predecessors-in-interest and employees assigns (hereinafter referred to collectively as the “Released Parties”) have interfered with or impaired the acquisition, collection, use, ownership, disposition, disbursement, leasing or sale of any of the foregoing collateral that secures the Loan (each, a “Releasee” and collectively, the “ReleaseesCollateral”), from and that the Borrowers do not have any and all claims, demands or causes of action claim of any kindnature whatsoever, nature or descriptionat law, whether arising in law or equity or upon contract otherwise, against the Released Parties, or tort or under any state or federal law or otherwise (eachof them, as a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason result of any actacts or omissions of the Released Parties, omissionor any of them, matter, cause under the Loan Documents or thing whatsoever arising from in connection with the beginning of time Loans or the Collateral prior to and including the date hereof. Each of the Borrowers, for themselves (and in the case of Construction Partners, for itself and Holdings, and in the case of FSC, for itself and ▇▇▇▇ ▇▇▇▇▇ Construction) 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 manner of action, suits, claims, counterclaims, causes of action, offsets, deductions, breach or breaches, default or defaults, debts, dues, sums of money, accounts, deposits, damages, expenses, losses, liabilities, costs, expenses, any and all demands whatsoever and compensation of every kind and nature, past, present, and future, known or unknown (herein collectively, “Claims”) that the Borrowers or any of the Borrowers’ successors, 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, transaction, occurrence or omission whatsoever, that happened or has happened on or before the date of this Agreement which relates directly Agreement, on account of or indirectly, to the Credit Agreement arising from or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect is connected in any manner the final, absolute and unconditional nature of the release set forth above. In connection whatsoever with the releases set forth aboveLoans, each the Indebtedness, the Collateral, the Loan Party expressly and completely waives and relinquishes Documents, any related documents, or any and all rights collateral that has served or is serving as security for the Loans or the Loan Documents, or that is related to any and benefits that it has all transactions and dealings with or may ever have pursuant to Section 1542 of among Lenders and the Civil Code of the State of CaliforniaBorrowers, or any other similar provision matter or thing that has occurred before the signing of law the Agreement, known or principle of equity in any jurisdiction pertaining unknown. Any and all such Claims are hereby declared to be satisfied and settled, and the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASEBorrowers, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. for themselves (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor the case of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the BorrowerConstruction Partners, for itself and its successors Holdings, and in the case of FSC, for itself and ▇▇▇▇ ▇▇▇▇▇ Construction) and for their respective successors, executors, heirs, administrators, and assigns, each hereby discharge the Released Parties from any liability with respect to any and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to all such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationClaims.

Release of Claims. (a) Each Loan Party hereby absolutely Effective as of the Closing, Supporting Stockholder, on behalf of itself and unconditionally releases and forever discharges the Administrative Agenteach of its past, each Lenderpresent or future directors, and any and all participantsofficers, parent corporationsemployees, subsidiary corporationsincorporators, affiliated corporationsmembers, insurerspartners, indemnitorsStockholders, agents, attorneys, advisors, lenders or Representatives or Affiliates (collectively, “Related Parties”), successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “ReleaseesReleasing Parties”), hereby unconditionally release and discharge the Company, the Company Subsidiaries and their Related Parties (collectively, the “Released Parties”) from any and all claims, demands or demands, rights, actions, suits, Proceedings, liabilities, obligations and causes of action of any kindkind and nature whatsoever, nature fixed or descriptioncontingent, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for liquidated or unliquidated, that any Releasing Party ever had or now has or hereafter can, shall or may have arising out of the duties and obligations set forth organization, management, ownership or operation of the businesses of the Company or any Company Subsidiary prior to the Closing Date; provided, however, that nothing contained in this Agreement or the Merger Agreement shall release, waive, discharge, relinquish or otherwise affect the rights or obligations of any party to the extent arising out of or in relation to (i) claims involving criminal conduct or Fraud, (ii) existing Contracts or employment relationships or arrangements or (iii) this Agreement, the Merger Agreement and the documents and transactions contemplated hereby, including each of the Transaction Documents. 148950040.6 (b) Each Loan Releasing Party understands, acknowledges and agrees is aware that it may hereafter discover facts in addition to or different from those it now knows or believes to be true with respect to the subject matter of the release set forth above may provided for in this Section 10; provided, however, it is the intention of each Releasing Party that such release shall be pleaded effective as a full and complete defense final accord and satisfactory release of each and every matter specifically or generally referred to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth abovethis Section 10. In connection with the releases set forth abovefurtherance of this intention, each Loan Releasing Party expressly and completely waives and relinquishes any and all claims, rights and or benefits that it has or may ever have pursuant to under Section 1542 of the California Civil Code of the State of California(“Section 1542”), or and any similar provision in any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 jurisdiction, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (b) ” Each Loan Releasing Party hereby absolutely, unconditionally and irrevocably covenants acknowledges and agrees with that Section 1542, and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, any similar provision in any regulatory proceeding other jurisdiction, if they exist, are designed to protect a party from waiving claims which it does not know exist or otherwise) may exist. Nonetheless, each Releasing Party agrees that the waiver of Section 1542 and any Releasee on similar provision in any other jurisdiction is a material portion of the basis of any Claim released, remised and discharged releases intended by any Loan Party pursuant to this Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns11, and its present it therefore intends to waive all protection provided by Section 1542 and former membersany other similar provision in any other jurisdiction. EACH RELEASING PARTY FURTHER ACKNOWLEDGES AND AGREES THAT IT IS AWARE THAT IT MAY HEREAFTER DISCOVER CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE IT NOW KNOWS OR BELIEVES TO BE TRUE WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, managersIT INTENDS TO FULLY, shareholdersFINALLY AND FOREVER RELEASE ALL SUCH MATTERS, affiliatesAND ALL CLAIMS RELATIVE THERETO, subsidiariesWHICH DO NOW EXIST, divisionsMAY EXIST, predecessorsOR HERETOFORE HAVE EXISTED BETWEEN SUCH PARTY, directorsON THE ONE HAND, officersAND ANY COMPANY SECURITYHOLDER, attorneysANY COMPANY SECURITYHOLDER RELATED PARTY OR THE COMPANY UNDER THIS SECTION 11, employeesON THE OTHER HAND. IN FURTHERANCE OF SUCH INTENTION, agentsTHE RELEASES GIVEN HEREIN SHALL BE AND REMAIN IN EFFECT AS FULL AND COMPLETE GENERAL RELEASES OF ALL SUCH MATTERS, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationNOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATIVE THERETO.

Release of Claims. In consideration of the receipt the Merger Consideration (awhich may be increased to decreased pursuant to Section 2.7), each Stockholder (in its capacity as a Stockholder of the Company), (collectively, “Releasors”) Each Loan Party hereby absolutely and unconditionally releases and forever discharges the Administrative AgentCompany and its Affiliates and their respective past, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former future directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representativestheir respective successors and assigns (collectively, agrees to pay“Releasees”) fully, in addition to such other damages as finally and forever, from all and any Releasee may sustain as a result manner of such violationclaims, all actions, rights, causes of actions, suits, obligations, liabilities, debts, due sums of money, agreements, promises, damages, judgments, executions, accounts, expenses, costs, attorneys’ fees and costs incurred demands whatsoever, whether in law, contract or equity, whether known or unknown, matured or unmatured, foreseen or unforeseen, arising out of events existing or occurring 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) or otherwise relating to such Stockholder’s acquisition, ownership, control or sale of Company Common Stock (including any rights to indemnities from the Company or any of its Affiliates pursuant to any Contract entered into by such Stockholder in connection with such issuance); provided, that nothing contained herein shall operate to release any liabilities of a Releasee based upon, arising out of or relating to, without duplication, (i) the Merger Agreement or any of the Transaction Documents, (ii) the obligations of any insurer under any insurance policy (including any insurance policy obtained pursuant to Section 5.24), (iii) any rights to indemnification to the extent provided for (A) in the Organizational Documents of the Company or any of its Subsidiaries 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 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, (v) any employment agreement or 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 claims, actions, or causes of action that, as a result matter of such violationapplicable Law, are not waivable.

Release of Claims. (a) Each Loan Party of Borrower and the other Credit Parties hereby absolutely and unconditionally releases releases, remises, acquits and forever discharges the Administrative Agent, each Lender, each Agent and the Issuing Bank (including any Person which is resigning or assuming such respective capacity) and all participantseach of their respective employees, parent corporationsagents, representatives, consultants, attorneys, officers, directors, partners, fiduciaries, predecessors, successors and assigns, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors parent corporations and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing related corporate divisions (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”), from any and all actions, causes of action, judgments, executions, suits, debts, claims, demands or causes of action demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct or indirect, at law or in equity, of whatever nature or kind, nature whether heretofore or descriptionhereafter arising, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason because of any actmanner of things done, omission, matter, cause omitted or thing whatsoever arising from suffered to be done by any of the beginning of time Released Parties prior to and including the date of this Agreement which relates execution hereof, and in any way directly or indirectlyindirectly arising out of any or in any way connected to this Amendment or the other Loan Documents (collectively, the “Released Matters”). Borrower and each other Credit Party each hereby acknowledges that the agreements in this Section 11 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. Borrower and each other Credit Agreement Party each hereby represents and warrants to each Lender, each Agent and the L/C Issuer (including any Person which is resigning or assuming such respective capacity) that it has not purported to transfer, assign or otherwise convey any right, title or interest of such Borrower or any other Loan Document, whether such claims, demands Credit Party in any Released Matter to any other Person and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as foregoing constitutes a full and complete defense to any Claim and may be used as a basis for an injunction against any actionrelease of all Released Matters. EACH OF BORROWER AND EACH OTHER CREDIT PARTY AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, suit or other proceeding which may be institutedUNANTICIPATED OR MISUNDERSTOOD DEFENSES, prosecuted or attempted in breach of the provisions of such releaseCLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. Each Loan Party agrees that no factEACH OF 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, eventTO THE EXTENT SUCH LAW MAY BE APPLICABLE, circumstanceWITH REGARD TO THE RELEASE OF SUCH UNKNOWN, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the finalUNANTICIPATED OR MISUNDERSTOOD DEFENSES, absolute and unconditional nature of the release set forth aboveCLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. In connection with the releases set forth aboveTO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS EACH OF 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 CREDITOR DOES NOT KNOW EFFECTIVENESS OR SUSPECT TO EXIST IN HIS SCOPE OF ANY OF THEIR WAIVERS 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 DEBTORRELEASES HEREUNDER. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. Seller, on behalf of itself and its predecessors, successors, assigns, their past, present and future officers, agents directors, general partners, limited partners, employees, investors, stockholders administrators, affiliates, administrators, beneficiaries, and representatives and the beneficiaries, heirs, executors, representatives and insurers of any of them (a) Each Loan Party the “Releasing Parties”), hereby absolutely fully, finally and unconditionally releases irrevocably releases, acquits and forever discharges the Administrative AgentBuyer, its direct and indirect subsidiaries, each Lenderof their respective affiliates, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitorspredecessors, successors and assigns thereofand the beneficiaries, together with all of the present heirs, executors, representatives and former directors, officers, agents, attorneys and employees insurers of any of the foregoing them (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”), ) from any and all claimsActions (as defined below), demands or causes Liabilities (as defined below), costs and expenses of action of any kind, every kind and nature or descriptionwhatsoever, whether arising in from any express, implied, oral or written contract or agreement or otherwise, known or unknown, past, present or future, suspected or unsuspected, at law or equity or upon contract or tort or under any state or federal law in equity, contingent or otherwise (eachcollectively, a “Potential Claim” and collectively, the “Claims”), which such Loan Party has that the Releasing Parties, or any of them, had, now has or has made claim to may have in the future against any such person of the Released Parties for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning relating to NXSN and/or any direct or indirect subsidiary or affiliate of NXSN, officers and directors occurring at any time at or prior to and including the date of this Agreement which relates directly or indirectly, (subject to the Credit Agreement or any other Loan Documentexceptions described below, whether such claims, demands and causes of action are matured or unmatured or known or unknownthe “Released Matters”), except for that the duties Released Matters do not include, and obligations set forth nothing in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may Agreement will affect or be pleaded construed as a full and complete defense waiver or release by the Releasing Parties of, any Potential Claim by the Releasing Parties arising from or relating to: (i) any rights or benefits available to any Claim Releasing Party under this Agreement, and may (ii) claims that cannot be used released as a basis for an injunction against matter of law. “Action” means any action, suit audit, charge, claim, complaint, demand, grievance, hearing, inquiry, investigation, litigation, proceeding, citation, summons, subpoena or other proceeding which may be institutedsuit, prosecuted whether civil, criminal, administrative or attempted in breach of the provisions of such releasejudicial, whether formal or informal, whether public or private, commenced, brought, conducted or heard by or before, or otherwise involving, any government authority, and any mediation. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes “Liabilities” means any and all rights liabilities, indebtedness, claims, guaranties commitments, deficiencies and benefits that it has obligations of any kind, whether accrued or may ever have pursuant fixed, absolute or contingent, matured or unmatured, determined or undeterminable, on- or off-balance sheet or required to Section 1542 of the Civil Code of the State of Californiabe recorded on a balance sheet prepared in accordance with generally accepted accounting principles, or including those arising under any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in regulation or court order and those arising under any regulatory proceeding contract or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationagreement.

Release of Claims. (a) Each Loan Party hereby absolutely Subject to and unconditionally releases upon the consummation of the Merger and forever discharges the Administrative Agentreceipt of the Per Share Merger Consideration, each Lenderthe Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, subsidiaries and Affiliates, and any and all participantseach of their respective heirs, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitorsrepresentatives, successors and assigns thereof(such persons, together with all 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 the Parent, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present and former or future officers, directors, officersemployees, counsel and agents, attorneys and employees of any of the foregoing all Company Stockholders prior to Closing (each, a “Releasee” and collectivelysuch persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands or causes demands, damages, judgments, debts, dues and suits of action of any every kind, nature or descriptionand description whatsoever, whether arising known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”)equity, which such Loan Party has the Stockholder or any of the Releasors ever had, now has or has made claim to may hereafter have against any such person for of the Releasees, on or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, that arose prior to the Credit Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder to receive the Per Share Merger Consideration 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, (c) any other Loan Document, whether such claims, demands and causes of action are matured employment compensation or unmatured benefits matter affecting any Releasor in his or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded her capacity as a full director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries and complete defense (d) any right of Releasor as an indemnitee, and pursuant to any Claim the Merger Agreement. (b) The Stockholder represents that as to each and may be used as a basis for an injunction against any actionevery claim released hereunder, suit or other proceeding which may be institutedthe Stockholder has received the advice of legal counsel with regard to the releases contained herein, prosecuted or attempted in breach and having been so advised, specifically waives the benefit of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASERELEASE AND THAT, WHICH IF KNOWN BY HIM OR HER MUST HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it will not ▇▇▇ (at law, in equity, in has or may have under any regulatory proceeding similar provision of the statutory or otherwise) any Releasee on the basis non-statutory law of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) aboveother jurisdiction. If any Loan Party violates The Stockholder acknowledges that the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationdifferent or additional facts.

Release of Claims. In consideration of the receipt of its applicable Pro Rata Share of the Merger Consideration (awhich may be increased to decreased pursuant to Section 3.5 of the Merger Agreement), Pre-Closing Holder, intending to be legally bound, effective as of the Effective Time, for himself, herself or itself and on behalf of all of his, her or its heirs, past, present or future directors, managers, employees, partners, equityholders, agents, attorneys, advisors, representatives, successors, assigns, including, without limitation, any receiver, any assignee for the benefit of creditors or any trustee under the United States Bankruptcy Code or similar Law, and Affiliates (collectively, “Releasors”) Each Loan Party hereby absolutely and unconditionally releases and forever discharges the Administrative AgentCompany and its affiliates and their respective past, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former future directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representativestheir respective successors and assigns (collectively, agrees to pay“Releasees”) fully, in addition to such other damages as finally and forever, from all and any Releasee may sustain as a result manner of such violationclaims, all actions, rights, causes of actions, suits, obligations, liabilities, debts, due sums of money, agreements, promises, damages, judgments, executions, accounts, expenses, costs, attorneys’ fees and costs incurred by any Releasee demands whatsoever, whether in law, contract or equity, whether known or unknown, matured or unmatured, foreseen or unforeseen, arising out of events existing or occurring contemporaneously with or prior to the Effective Time, in each case, in Pre-Closing Holder’s capacity as a result stockholder of the Company (or its predecessors) (including whether or not the Merger Consideration Schedule did not accurately reflect the terms of the Company Certificate) or otherwise relating to Pre-Closing Holder’s acquisition, ownership, control or sale of Company Interests (including any rights to indemnities from the Company or any of its Affiliates pursuant to any Contract entered into by such Pre-Closing Holder in connection with such issuance); provided, that nothing contained herein shall operate to release any liabilities of a Releasee based upon, arising out of or relating to, without duplication, (i) this Letter of Transmittal and each of the Exhibits hereto, including the Registration Rights Agreement, and any other document required by this Letter of Transmittal, the Merger Agreement or any of the Transaction Agreements, (ii) the obligations of any insurer under any insurance policy (including any insurance policy obtained pursuant to Section 6.10 of the Merger Agreement), (iii) any rights to indemnification to the extent provided for in the Organizational Documents of the Company or any of its Subsidiaries as of the date hereof, or (iv) any claims, actions, or causes of action that, as a matter of applicable Law, are not waivable. This release may not be altered except in a writing signed by the person or entity against whose interest such change shall operate. (Must be signed by the legal and beneficial owner(s) and/or registered Pre- Closing Holder(s) exactly as name(s) appear(s) on the on the records of the Company and/or on a security position listing or by Person(s) authorized to become registered holder(s) as evidenced by documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 2.) Dated: , 2020 Names(s) and Address(es) of Registered Owner(s) (Please fill in, if blank, exactly as name(s) appear(s) on the records of the Company) Company Interests (Attach additional list if necessary) To be completed ONLY if the Pro Rata Share of Merger Consideration are to be issued in the name of someone other than the undersigned Pre-Closing Holder. Company Securities Holdings to which the Special Issuance Instruction applies (must match at least one of the Company Securities Holdings listed on Schedule 1): Issue to: To be completed ONLY if the Pro Rata Share of Merger Consideration are to be delivered to someone other than the undersigned or to the undersigned at an address other than that shown above. Company Securities Holdings to which the Special Delivery Instruction applies (must match at least one of the Company Securities Holdings listed on Schedule 1): Deliver to: Forum Merger II Corporation c/o Forum Investors II, LLC ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇, Co-Chief Executive Officer Myjojo, Inc. c/o Ittella International LLC ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chief Executive Officer ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Holder Representative ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, the “Merger Agreement”), by and among (i) Forum Merger II Corporation, a Delaware corporation (the “Parent”), (ii) Sprout Merger Sub, Inc., a Delaware corporation and a wholly-owned indirect subsidiary of Parent, (iii) Myjojo, Inc., a Delaware corporation (the “Company”), and (iv) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the capacity as the initial Holder Representative. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Merger Agreement. In order to induce the Company to enter into the Merger Agreement, the Sponsor has agreed to enter into this letter agreement (this “Agreement”). Pursuant to and subject to the terms and conditions of this Agreement, the Sponsor agrees to place into escrow 2,500,000 shares of Parent Common Stock that were purchased by Sponsor in a private placement prior to the IPO (the “Sponsor Earnout Shares”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sponsor and each of the undersigned parties hereby agrees as follows: 1. The Sponsor hereby agrees that, upon and subject to the Closing, the Sponsor will place the Sponsor Earnout Shares into escrow in accordance with the terms and conditions of the Merger Agreement. Sponsor acknowledges and agrees that such Sponsor Earnout Shares will thereafter be subject to the vesting terms set forth in the Merger Agreement and if such vesting conditions are not satisfied, such Sponsor Earnout Shares shall be subject to forfeiture. If all or any portion of the Sponsor Earnout Shares vest in accordance with the terms of the Merger Agreement, any restrictive legends that have been placed on the Sponsor Earnout Shares, other than those, if any, required by applicable securities laws, shall be removed (and the undersigned parties agree to cooperate with the Sponsor in securing the removal of such violationrestrictive legends, if any, that have been placed on the Sponsor Earnout Shares). 2. The Sponsor hereby agrees that, from and after the Closing, the Sponsor shall not sell, transfer, or otherwise dispose of, or hypothecate or otherwise grant any interest in or to, any of the Sponsor Earnout Shares, unless and until such shares have become vested in accordance with the terms of the Merger Agreement. 3. This Agreement, together with the Merger Agreement to the extent referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, relating to the subject matter hereof. This Agreement may not be changed, amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto. 4. No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties hereto, and any purported assignment in violation of the foregoing shall be null and void ab initio. This Agreement shall be binding on the parties hereto and their respective successors and assigns. 5. This Agreement shall be construed and interpreted in a manner consistent with the provisions of the Merger Agreement. In the event of any conflict between the terms of this Agreement and the Merger Agreement, the terms of the Merger Agreement shall govern. The provisions set forth in Section 10.6, 10.7, 10.10 and 10.12 of the Merger Agreement, as in effect as of the date hereof, are hereby incorporated by reference into, and shall be deemed to apply to, this Agreement as if all references to the “Agreement” in such sections were instead references to this Agreement.

Release of Claims. 11.1 Except for the obligations arising out of this Agreement and any claims that cannot be waived as a matter of law, in consideration of this Agreement, Employee’s continued employment with the Company through the Transition Date, and the other good and valuable consideration provided to Employee pursuant hereto, Employee, for Employee and on behalf of each and all of Employee’s respective legal predecessors, successors, assigns, fiduciaries, heirs, parents, spouses, companies and affiliates (aall referred to as the “Employee Releasors”) Each Loan Party hereby absolutely irrevocably and unconditionally releases releases, and fully and forever discharges the Administrative Agentand absolves Company, Advantage Sales & Marketing, LLC, Karman Topco L.P., Parent and their respective parents, subsidiaries and affiliates (“Advantage Companies”) and each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directorstheir respective partners, officers, directors, managers, shareholders, members, agents, attorneys employees, heirs, divisions, attorneys, trustees, administrators, executors, representatives, predecessors, successors, assigns, related organizations and employees of any of the foregoing related employee benefit plans (each, a “Releasee” and collectively, the “Company Releasees”), of, from and for any and all claims, demands rights, causes of action, demands, damages, rights, remedies and liabilities of whatsoever kind or character, in law or equity, known or unknown, suspected or unsuspected, past, present, or future, that the Employee Releasors have ever had, may now have, or may later assert against the Company Releasees whether or not arising out of or related to Employee’s employment with Company (hereinafter referred to as “Employee’s Released Claims”), from the beginning of time up to and including the date Employee executes this Agreement, including without limitation, any claims, debts, obligations, and causes of action of any kindkind arising under any (i) contract including but not limited to any bonus or other compensation plan, nature (ii) any common law (including but not limited to any tort claims) or description(iii) any federal, whether state or local statutory law including, without limitation, any law which prohibits discrimination or harassment on the basis of sex, race, national origin, veteran status, age, immigration or marital status, sexual orientation, disability, or on any other basis, including without limitation, those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Age Discrimination in law or equity or upon contract or tort or under Employment Act (ADEA), the Worker Adjustment & Retraining Notification Act (the WARN Act), any state or federal law local wage and hour laws (to the fullest extent permitted by law), and/or any state or local laws which prohibit discrimination or harassment of any kind, including, without limitation, the California Family Rights Act and the California Fair Employment and Housing Act; provided, however, that Employee’s release does not waive, release or otherwise discharge (eachi) any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for workers’ compensation benefits and unemployment benefits, (ii) Employee’s interest as a “Claim” stockholder of Parent; and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against (iii) any such person for or by reason obligation of any actCompany Releasee to indemnify, omission, matter, cause or thing whatsoever arising from the beginning of time to defend and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth hold harmless Employee in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded her capacity as a full and complete defense to any Claim and may be used as a basis for an injunction against any actioncurrent or former employee, suit officer or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions director of such releaseCompany Releasee. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits The Company represents that it has or may ever no current intention of bringing any claim against, nor does its Chief Financial Officer of such entity have pursuant to any knowledge that would provide the basis for bringing any claim against, Employee and Employee’s estate and heirs. 11.2 Employee expressly waives the protection of Section 1542 of the Civil Code of the State of California, or California and any other similar provision of law analogous rule or principle of equity any other jurisdiction. Section 1542 provides: 11.3 Employee represents and warrants that Employee has brought no complaint, claim, charge, action or proceeding against any of the Advantage Companies, in any jurisdiction pertaining to or forum, nor will Employee, from the matters released hereinEffective Date forward, encourage any other person or persons in doing so. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably Employee covenants and agrees never to pursue any judicial proceedings against the Company Releasees asserting any of the Employee’s Released Claims and (notwithstanding the above representation and warranty) to dismiss forthwith any such proceedings initiated to date. Employee shall not bring any complaint, claim, charge, action or proceeding to challenge the validity of this Agreement or encourage any other person or persons in doing so. Notwithstanding the foregoing, nothing herein shall prevent Employee from filing or from cooperating in any charge filed with a governmental agency; however, Employee acknowledges and agrees that Employee waiving the right to any monetary recovery should any agency (such as the Equal Opportunity Commission or any similar state or local agency) pursue any claim for Employee’s benefit. Further, nothing herein shall prevent Employee from challenging the validity of the release of Employee’s claims, if any, under the Age Discrimination in favor Employment Act. 11.4 Except with respect to a breach of each Releasee that it will not ▇▇▇ (at obligations arising out of this Agreement, if any, and to the fullest extent permitted by law, in equity, in any regulatory proceeding or otherwise) any Releasee on execution of this Agreement by the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain parties operates as a result complete bar and defense against any and all of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationEmployee’s Released Claims.

Release of Claims. (a) Each Loan Party Holder, intending to be legally bound, effective as of the Effective Time, hereby absolutely and unconditionally releases and forever discharges the Administrative Agent, each Lender, Company and any its affiliates and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former their respective directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to paysuccessors and assigns (collectively, in addition to such other damages as “Releasees”) fully, finally and forever, from all and any Releasee may sustain as a result manner of such violationclaims, all actions, rights, causes of actions, suits, obligations, liabilities debts, due sums of money, agreements, promises, damages, judgments, executions, accounts, expenses, costs, attorneys’ fees and costs incurred demands whatsoever, whether in law, contract or equity, whether known or unknown, matured or unmatured, foreseen or unforeseen, arising out of events existing or occurring contemporaneously with or prior to the Effective Time, in each case, in Holder’s capacity as a shareholder of the Company (or its predecessors) or otherwise relating to Holder’s acquisition, ownership, control or sale of shares of Company Common Stock; provided, that nothing contained herein shall operate to release any liabilities of a Releasee based upon, arising out of or relating to (i) without duplication, this Letter of Transmittal and each of the Exhibits hereto and any other document required by this Letter of Transmittal, the Merger Agreement, or any of the Ancillary Documents or (ii) fraud, willful misconduct, or willful concealment. Holder hereby irrevocably covenants to refrain from, directly or indirectly asserting, commencing or instituting any cause of action, suit or claim of any kind against any Releasee as based upon any matter intended or purported to be released hereby. This release may not be altered except in a result writing signed by the person or entity against whose interest such change shall operate. This release shall be governed by and construed under the laws of such violationthe State of New York, without regard to principals of conflicts of law.

Release of Claims. In consideration of the Company's agreement to purchase the Property and to make the payments provided for in Section 2 above, Mrs. Melton, on her own behalf and ▇▇ ▇▇▇▇▇▇ ▇f her executors, legal representatives, administrators, successors, heirs, assigns, distributees and legatees (a) Each Loan Party together, the "Releasing Parties"), does hereby absolutely and unconditionally releases release, acquit and forever discharges discharge the Administrative Agent, each Lender, Company and any its subsidiaries (and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors of their predecessors and assigns thereof, together with all former subsidiaries) and each of the present their current and former respective officers, directors, officersemployees, agentsrepresentatives, attorneys and employees of any of the foregoing affiliates (each, a “Releasee” "released party") of and collectively, the “Releasees”), from any and all past, present and future claims, demands or demands, obligations, actions, causes of action action, rights, damages, costs, expenses, attorneys' fees and obligations for compensation of any kindnature whatsoever, nature or descriptionincluding, without limitation, claims for unpaid royalties under the Royalty Agreement, whether arising in law or equity or upon based on tort, contract or tort any other theory of recovery, and whether for compensatory or under punitive damages which Mrs. Melton (or any state of the other Re▇▇▇▇▇▇▇ ▇▇▇ties) now has, or federal law which may hereafter accrue or otherwise (eachbe acquired, a “Claim” but excluding claims arising under this Agreement. This full release includes, without limitation, any and collectivelyall known or unknown claims for injury or damage to Mrs. Melton which have resulted or ▇▇▇ ▇▇▇▇▇▇ from any alleged acts or omissions of each released party, the “Claims”), it being intended to release all claims of any kind which such Loan Party has had, now has or has made claim to Mrs. Melton might have against any such person for or by reason thos▇ ▇▇▇▇▇▇ ▇▇leased because of any act, omission, matter, cause matter or any thing whatsoever arising which ever happened from the beginning of time to and including the date of this Agreement which relates directly or indirectly, world up to the Credit Agreement or any other Loan Documenttime this full release is executed, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties whether asserted at this time or not, and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as it constitutes a full fully binding and complete defense to any Claim settlement and may be used as release of disputed claims between Mrs. Melton and the released party. ▇▇ ▇s further understood and agreed that this full release is a basis for an injunction against any actiongeneral release, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees and that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party Mrs. Melton expressly and completely waives and relinquishes as▇▇▇▇▇ ▇▇▇ ▇isk of any and all rights and benefits that it has claims for financial injuries or may ever have pursuant to Section 1542 damages which exist as of the Civil Code date hereof but of the State of Californiawhich she does not know or suspect to exist whether through ignorance, oversight, error or any other similar provision of law negligence or principle of equity in any jurisdiction pertaining otherwise and which, if known, would affect Mrs. Melton's decision to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not enter int▇ ▇▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation▇▇▇▇ ▇elease.

Release of Claims. You hereby acknowledge that your relationship with the Company is an “at-will employment relationship,” meaning that either you or the Company could terminate the relationship with or without notice and or without cause, at any time. Nevertheless, in consideration for the Consulting Agreement and the enhanced separation benefits described in Exhibit A of this Agreement, you hereby provide the Company with an irrevocable and unconditional release and discharge of claims. This release and discharge of claims applies to (ai) Each Loan Party hereby absolutely and unconditionally releases and forever discharges the Administrative Agent▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated, (ii) to each Lender, and any and all participantsof its subsidiaries and affiliated companies, parent corporations(collectively, subsidiary corporations“the Company”), affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of (iii) to the present and former directors, Company’s officers, agents, attorneys directors, supervisors, employees, representatives, and employees their successors and assigns, whether or not acting in the course and scope of employment, and (iv) to all persons acting by, through, under, or in concert with any of the foregoing persons or entities. The claims subject to this release include, without limitation, any and all claims related or in any manner incidental to your employment with the Company or the termination of that employment relationship. The parties understand the word “claims” to include all actions, claims, and grievances, whether actual or potential, known or unknown, and specifically but not exclusively all claims arising out of your employment with the Company and the termination of your employment. All such claims (eachincluding related attorneys’ fees and costs) are forever barred by this Agreement and without regard to whether those claims are based on any alleged breach of a duty arising in a statute, contract, or tort; any alleged unlawful act, including, without limitation, age discrimination; any other claim or cause or cause of action; and regardless of the forum in which it might be brought. This release applies to any claims brought by any person or agency on behalf of you or any class action pursuant to which you may have any right or benefit. You promise never to file a “Releasee” lawsuit asserting any claims that are released by you and collectivelyfurther promise not to accept any recoveries or benefits which may be obtained on your behalf by any other person or agency or in any class action and do hereby assign any such recovery or benefit to the Company. If you ▇▇▇ the Company in violation of this Agreement, you shall be liable to the Company for its reasonable attorneys’ fees and other litigation costs incurred in defending against such a suit. Additionally, if you ▇▇▇ the Company in violation of this Agreement, the Company can require you to return all monies and other benefits paid to you pursuant to this Agreement. Notwithstanding the foregoing, the release contained herein shall not apply to (i) any rights that you may have under the Company’s retirement plans including the ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated Pension Plan and the ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated Thrift Plan, (ii) any rights you may have under this Agreement, (iii) your right under applicable law (i.e., the COBRA law) to continued medical insurance coverage at your expense, and (iv) your statutory right to file a charge with the Equal Employment Opportunity Commission (“ReleaseesEEOC”) or the Texas Commission on Human Rights (“TCHR”), to participate in an EEOC or TCHR investigation or proceeding, or to challenge the validity of the release, consistent with the requirements of 29 U.S.C. § 626(f)(4). In connection with this release, you understand and agree that: (a) You have a period of 21 days within which to consider whether you execute this Agreement, that no one hurried you into executing this Agreement during that 21 day period, and that no one coerced you into executing this Agreement; (b) You have carefully read and fully understand all the provisions of the release set forth in Section 4 of this Agreement, and declare that the Agreement is written in a manner that you understand; (c) You are, through this Agreement, releasing the Company from any and all claimsclaims you may have against the Company and the other parties specified above, demands or causes and that this Agreement constitutes a release and discharge of action of any kind, nature or description, whether claims arising under the Age Discrimination in law or equity or upon contract or tort or under any state or federal law or otherwise Employment Act (each, a “Claim” and collectively, the “Claims”ADEA), which such Loan Party has had29 U.S.C. § 621-634, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the Older Workers’ Benefit Protection Act, 29 U.S.C. § 626(f); (d) You declare that your agreement to all of the terms set forth in this Agreement is knowing and voluntary; (e) You knowingly and voluntarily intend to be legally bound by the terms of this Agreement; (f) You acknowledge that the Company is hereby advising you in writing to consult with an attorney of your choice prior to executing this Agreement; and (g) You understand that rights or claims that may arise after the date this Agreement is executed are not waived. You understand that you have a period of seven days to revoke your agreement to give the Company a complete release in exchange for separation benefits, and that you may deliver notification of revocation by letter or facsimile addressed to the Company’s Senior Labor and Employment Counsel. You understand that this will not become effective and binding, and that none of the separation benefits described above in Section 2 of this Agreement will be provided to you until after the expiration of the revocation period. The revocation period commences when you execute this Agreement and ends at 11:59 p.m. on the seventh calendar day after execution, not counting the date on which relates directly or indirectly, you execute this Agreement. You understand that if you do not deliver a written notice of revocation to the Credit Company’s Senior Labor and Employment Counsel before the end of the seven-day period described above, this Agreement will become final, binding and enforceable. The Company’s decision to offer the Consulting Agreement and the enhanced separation benefits in exchange for a release of claims shall not be construed as an admission by the Company of (i) any liability whatsoever, (ii) any violation of any of your rights or those of any person, or (iii) any violation of any order, law, statute, duty, or contract. The Company specifically disclaims any liability to you or to any other person for any alleged violation of any rights possessed by you or any other Loan Documentperson, whether such claimsor for any alleged violation of any order, demands law, statute, duty, or contract on the part of the Company, its employees or agents or related companies or their employees or agents. You represent and causes acknowledge that in executing this Agreement you do not rely and have not relied upon any representation or statement made by the Company, or by any of action are matured the Company’s agents, attorneys, or unmatured representatives with regard to the subject matter, basis, or known or unknown, except for effect of the duties and obligations release set forth in this Agreement, other than those specifically stated in this Agreement. Each Loan Party understands, acknowledges and agrees that the The release set forth above may in this Section 4 of this Agreement shall be pleaded as a full binding upon you, and complete defense to any Claim and may be used as a basis for an injunction against any actionyour heirs, suit or other proceeding which may be institutedadministrators, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no factrepresentatives, eventexecutors, circumstancesuccessors, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former membersshall inure to the benefit of the Company as defined above. You expressly warrant that you have not assigned, managerstransferred or sold to any person or entity any rights, shareholderscauses of action, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, or claims released in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationthis Agreement.

Release of Claims. (a) Each Loan Party hereby absolutely Subject to and unconditionally releases upon the consummation of the Mergers and forever discharges the Administrative Agentreceipt of the Merger Consideration to which Stockholder is entitled, each LenderStockholder, and, if Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and any and all participantseach of their respective heirs, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitorsRepresentatives, successors and assigns thereof(such persons, together with all 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 Parent, Merger Subs, the Company, each of their subsidiaries and affiliates and their respective past, present and former or future officers, directors, officersemployees, counsel and agents, attorneys and employees of any the stockholders of the foregoing Company prior to Closing (each, a “Releasee” and collectivelysuch persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands or causes demands, damages, judgments, debts, dues and suits of action of any every kind, nature or descriptionand description whatsoever, whether arising known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”)equity, which such Loan Party has Stockholder or any of the Releasors ever had, now has or has made claim to may hereafter have against any such person for of the Releasees, on or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, that arose prior to the Credit Agreement or Closing; provided, however, that nothing herein shall be deemed to release (a) any other Loan Document, whether such claims, demands and causes right of action are matured or unmatured or known or unknown, except for the duties and obligations Stockholder expressly set forth in this the Merger Agreement. Each Loan Party understands, acknowledges and agrees that including the release set forth above right to receive the Merger Consideration to which it may be pleaded 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 full director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries. (b) Stockholder represents that as to each and complete defense every claim released hereunder, ▇▇▇▇▇▇▇▇▇▇▇ has received the advice of legal counsel with regard to any Claim the releases contained herein, and may be used as a basis for an injunction against any actionhaving been so advised, suit or other proceeding which may be instituted, prosecuted or attempted in breach specifically waives the benefit of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASERELEASE AND THAT, WHICH IF KNOWN BY HIM OR HER MUST HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.DEBTOR OR RELEASED PARTY (bc) Each Loan Party hereby absolutelyStockholder represents and acknowledges that he, unconditionally she, or it has read this release and irrevocably covenants understands its terms and agrees has been given an opportunity to ask questions of the Company’s representatives. Stockholder further represents that in signing this release he, she or it does not rely, and has not relied, on any representation or statement not set forth in this release made by any representative of the Company or anyone else with and in favor regard to the subject matter, basis or effect of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding this release or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. 10.2.1 Each of the Sellers severally hereby remise, release and forever discharge Huffy, Buyer and Gen-X and Gen-X Delaware (acollectively, the "Releasees") Each Loan Party of and from all manner of actions, causes of action, deeds, suits, proceedings, debts, dues, duties, accounts, bonds, covenants, contracts, claims, demands, damages (known or unknown), sums of money, controversies, promises, doings, actions, variances, trespasses, grievances, executions and liabilities whatsoever, both in law and in equity (collectively, the "Claims"), which they ever had, now have or hereafter can, shall or may have for or by reason of or in respect of any cause, act, matter or thing whatsoever existing up to and including the date hereof, having been an officer, director, shareholder or Employee of Gen-X; 10.2.2 In particular, without limiting the generality of the foregoing, each of the Releasees who has served as an officer, director or Employee of Gen-X or Gen-X Delaware (the "Particular Releasors"), hereby absolutely and unconditionally remises, releases and forever discharges the Administrative Agent, each Lender, Releasees of and any and from all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of Claims which the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has Particular Releasors ever had, now has has, or has made claim to which the Particular Releasors hereafter can, shall or may have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time existing up to and including the date hereof, and without limitation, in respect of this Agreement any and all claims for money advanced, salary, wages, bonuses, expenses, retirement or pension allowances, director's fees, participation in profits, dividends or earning or other remuneration, whether authorized or purportedly authorized by by-law, resolution, contract or otherwise. 10.2.3 The Releasees hereby covenant and agree that the releases granted herein shall be for the Releasees and each of them, as well as all entities which relates each of the they respectively own or control, directly or indirectlyindirectly and shall bind their heirs, executors, administration, successors and their legal representatives; and 10.2.4 The Releasees hereby covenant and agree that, through such ownership or control, no person or party related to the Credit Agreement Releasees shall make or assert any other Loan Documentclaim that would, whether such claimsif made by the Releasees, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of contravene the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORthis Section. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. (a) Each Loan Party hereby absolutely Effective as of the Closing, each Specified Individual, for himself and for each of such Specified Individual’s Affiliated Parties, generally, irrevocably, unconditionally and completely releases and forever discharges each of the Administrative AgentReleasees from, and irrevocably, unconditionally and completely waives and relinquishes, each Lenderof the Released Claims; provided, however, that such Specified Individual shall not be deemed to have released his Preserved Rights (as defined in the next sentence). A Specified Individual’s “Preserved Rights” shall mean (i) any 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 Company and Parent, (iii) any rights such Specified Individual may have under the Indemnification Agreement between the Company and all participantssuch Specified Individual identified on Schedule 2.4, parent corporationsor 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, subsidiary corporationshowever, affiliated corporations, insurers, indemnitors, successors that a Specified Individual’s “Preserved Rights” shall not include any of the following (and assigns thereof, together with such Specified Individual shall accordingly be deemed to have released and discharged all of the present and former directorsfollowing): (A) any rights to indemnification, officersreimbursement or recovery with respect to any matter arising under or in connection with (i) this Settlement Agreement or any of the Related Documents, agents(ii) any other document executed or delivered by such Specified Individual pursuant to this Settlement Agreement or any of the Related Documents, attorneys and employees (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 foregoing representations, warranties, covenants or obligations of such Specified Individual as set forth in this Settlement Agreement or any of the Related Documents or (eachv) 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, in the event that a “Releasee” Specified Individual fails to execute and collectively, deliver to Parent at the “Releasees”Closing each of the documents to be executed by him pursuant to Sections 1.1(b), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”1.2(a)(i), which 1.2(a)(ii) and 1.2(a)(iii), such Loan Party has had, now has or has made claim Specified Individual’s “Preserved Rights” shall not include (and such Specified Individual shall accordingly be deemed to have released and discharged) any rights to indemnification, reimbursement or recovery such Specified Individual may otherwise have had under the Indemnification Agreement between the Company and such Specified Individual identified on Schedule 2.4, or any indemnification rights such Specified Individual may otherwise have had against the Company under applicable law for his conduct as an employee of the Company, with respect to any such person for event occurring or by reason of any act, omission, matter, cause fact or thing whatsoever arising circumstance existing during the period from the beginning of time to and including the date of this Settlement Agreement which relates directly or indirectlythrough and including the Closing Date. (b) Each Specified Individual (i) represents, to the Credit Agreement or any other Loan Document, whether warrants and acknowledges that such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach Specified Individual has been fully advised by his attorney of the provisions contents of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or California and (ii) hereby expressly waives the benefits thereof and any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released hereinrights such Specified Individual may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASEgeneral 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 OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORwhich if known by him must have materially affected his settlement with the debtor.” Each Specified Individual also hereby waives the benefits of, and any rights such Specified Individual may have under, any statute or common law principle of similar effect in any jurisdiction. (bc) Each Loan Party hereby absolutely, unconditionally Nothing in this Section 1.4 shall limit the effect of the General Releases to be executed and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (delivered by the Specified Individuals at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party Closing pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation1.2(a)(i).

Release of Claims. (a) Each Loan Party This Amendment is intended to be a further accommodation by Bank to Borrower. In consideration of all such accommodations, and acknowledging that Bank will be specifically relying on the following provisions as a material inducement in entering into this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby absolutely acknowledged, each Borrower, on behalf of itself and unconditionally releases its shareholders and subsidiaries, hereby releases, remises and forever discharges the Administrative Agent, each Lender, Bank and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, its agents, attorneys and employees of any of the foregoing (eachservants, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessorsemployees, directors, officers, attorneys, employeesaccountants, agentsconsultants, legal representatives and other affiliates, representatives, agrees to payreceivers, trustees, subsidiaries, predecessors, successors and assigns (collectively, the “Released Parties”) from any and all claims, damages, losses, demands, liabilities, obligations, actions and causes of action whatsoever (whether arising in contract or in tort, and whether at law or in equity), whether known or unknown, matured or contingent, liquidated or unliquidated, in addition any way arising from, in connection with, or in any way concerning or relating to the Loan Agreement, the other related documents, or any dealings with any of the Released Parties in connection with the transactions contemplated by such other damages as any Releasee may sustain as a result documents or this Amendment prior to the execution of such violation, all attorneys’ fees this Amendment. This release shall be and costs incurred remain in full force and effect notwithstanding the discovery by any Releasee as a result Borrower after the date hereof (a) of any new or additional claim against any Released Party, (b) of any new or additional facts in any way relating to the subject matter of this release, (c) that any fact relied upon by it was incorrect or (d) that any representation made by any Released Party was untrue or that any Released Party concealed any fact, circumstance or claim relevant to Borrower’s execution of this release; provided, however, this release shall not extend to any claims arising after the execution of this Amendment in connection with the Loan Agreement. Each Borrower acknowledges and agrees that this release is intended to, and does, fully, finally and forever release all matters described in this Section 13, notwithstanding the existence or discovery of any such violationnew or additional claims or facts, incorrect facts, misunderstanding of law, misrepresentation or concealment.

Release of Claims. In consideration of the promises and payments set forth herein, and as a material inducement for the parties to enter into this Agreement, the parties state as follows: (a) Each Loan Party Executive hereby absolutely and unconditionally releases releases, acquits, and forever discharges the Administrative AgentCompany and its subsidiaries, each Lenderaffiliates, estates, divisions, successors, insurers and assigns, attorneys and all of their owners, stockholders, general or limited partners, agents, directors, managers, officers, trustees, representatives, Executives, the subrogees of all of the above, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing thereof (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or charges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action action, suits, rights, entitlements, costs, losses, debts, and expenses (including attorneys’ fees and legal expenses) of any kindnature whatsoever, nature known or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”)unknown, which such Loan Party has Executive now has, had, now has or has made may hereafter claim to have had against the Releasees and/or any such person for or of them by reason of any matter, act, omission, mattertransaction, cause occurrence, or thing whatsoever arising from the beginning of time event that has occurred or is alleged to have occurred up to and including the date Effective Date of this Agreement; provided, however, that the foregoing Release is not intended to and shall not release (i) any claims Executive may have to indemnification pursuant to the Company’s Certificate of Formation, Operating Agreement or the Delaware Limited Liability Company Act, (ii) any rights Executive may have pursuant to any policies of insurance maintained by the Company, (iii) any rights Executive may continue to have pursuant to any Incentive Unit Grant Agreement to which relates directly Executive is a party, the Rubicon Global Holdings, LLC Profits Participation Plan or indirectlythe Third Amended and Restated Operating Agreement of the Company, as amended, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may extent Executive continues to be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach member of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner Company following the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of CaliforniaSeparation Date, or (iv) any other similar provision of law or principle of equity in any jurisdiction pertaining to benefit plans maintained by the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORCompany. (b) Each Loan Party hereby absolutelyThis Release includes a knowing and voluntary waiver and release of any and all claims including, unconditionally but not limited to, claims for nonpayment of wages, overtime or bonuses or other claims pursuant to the Fair Labor Standards Act. breach of contract, fraud, loss of consortium, emotional distress, personal injury, injury to reputation, injury to property, intentional torts, negligence, wrongful termination, constructive discharge, retaliation, discrimination, harassment, non-payment of equity in the Company, and irrevocably covenants any and all claims for recovery of lost wages or back pay, fringe benefits, pension benefits, liquidated damages, front pay, compensatory and/or punitive damages, attorneys’ fees, injunctive or equitable relief, or any other form of relief under any federal, state, or local constitution, statute, law, rule, regulation, judicial doctrine, contract, or common law. Executive specifically agrees with that Executive has been paid all overtime, bonuses, wages or other monies due to Executive as of the date of this Agreement. Specifically included, without limitation, in this waiver and release is a knowing and voluntary waiver and release of all claims of employment discrimination, including but not limited to disability discrimination, harassment, retaliation or any other claims under the Americans With Disabilities Act; any claims under the Americans With Disabilities Act Amendments Act of 2008; any claims under Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991; any claims under the Age Discrimination in favor Employment Act; any claims under the National Labor Relations Act; any claims under the Fair Labor Standards Act; any claims under the Family and Medical Leave Act; any claims under the Occupational Safety and Health Act; any claims under the Executive Retirement Income Security Act of each Releasee that it will not 1974; any claims under The L▇▇▇▇ (at ▇▇▇▇▇▇▇▇▇ Fair Pay Act of 2009; any and all federal or state laws pertaining to employment or employment benefits, based on any federal, state, or local constitution, statute, law, in equityrule, in any regulatory proceeding regulation, judicial doctrine, contract, or otherwise) any Releasee on the basis common law, or other theory arising out of any Claim releasedmatter, remised act, omission, transaction, occurrence, or event that has occurred or is alleged to have occurred up to and discharged including the Effective Date of this Agreement. (c) Executive expressly acknowledges that this Agreement may be pied as a complete defense and may bar any and all claims, known or unknown, against any or all the Releasees based on any matter, act, omission, transaction, occurrence, or event that has occurred or is alleged to have occurred up to and including the Effective Date of this Agreement. (d) Executive acknowledges that this general release extends also to claims that Executive does not know or suspect to exist in Executive’s favor at the time of executing this Agreement which, if known by any Loan Party pursuant Executive, might have materially affected Executive’s decision to Section 12(a) aboveexecute this Agreement. If any Loan Party violates the foregoing covenant, the Borrower, for itself Executive hereby knowingly and its successors voluntarily waives and assigns, relinquishes all rights and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition benefits which Executive may have under applicable law with respect to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationgeneral release provisions.

Release of Claims. (a) Each Loan Party hereby absolutely Subject to and unconditionally releases upon the consummation of the Merger and forever discharges the Administrative Agentreceipt of the Merger Consideration to which Stockholder is entitled, each LenderStockholder, and, if Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and any and all participantseach of their respective heirs, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitorsRepresentatives, successors and assigns thereof(such persons, together with all 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 Parent, Merger Sub, the Company, each of their Subsidiaries and Affiliates and their respective past, present and former or future officers, directors, officersemployees, counsel and agents, attorneys and employees of any the stockholders of the foregoing Company prior to Closing (each, a “Releasee” and collectivelysuch persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands or causes demands, damages, judgments, debts, dues and suits of action of any every kind, nature or descriptionand description whatsoever, whether arising known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”)equity, which such Loan Party has Stockholder or any of the Releasors ever had, now has or has made claim to may hereafter have against any such person for of the Releasees, on or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, that arose prior to the Credit Agreement or Closing; provided, however, that nothing herein shall be deemed to release (a) any other Loan Document, whether such claims, demands and causes right of action are matured or unmatured or known or unknown, except for the duties and obligations Stockholder expressly set forth in this the Merger Agreement. Each Loan Party understands, acknowledges and agrees that including the release set forth above right to receive the Merger Consideration to which it may be pleaded 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 full director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries. (b) Stockholder represents that as to each and complete defense every claim released hereunder, ▇▇▇▇▇▇▇▇▇▇▇ has received the advice of legal counsel with regard to any Claim the releases contained herein, and may be used as a basis for an injunction against any actionhaving been so advised, suit or other proceeding which may be instituted, prosecuted or attempted in breach specifically waives the benefit of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.:

Release of Claims. Effective as of the Closing, except with respect to any claim to enforce the terms of or any breach of this Agreement or any Related Agreement (aincluding the right to receive payment under this Agreement) Each Loan Party hereby absolutely (collectively, the “Unreleased Claims”), Equityholder, on behalf of himself and his predecessors, successors, assigns, next-of-kin, representatives, administrators, executors, trusts, agents and any other Person claiming by, through or under any of the foregoing (collectively, the “Releasors”), unconditionally and irrevocably waives, releases and forever discharges the Administrative AgentPurchaser and each of its Affiliates and each of their respective officers, each Lendermanagers, directors, equityholders, financing sources, advisors, consultants and representatives and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitorspredecessors, successors and or assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “ReleaseesReleased Person”), from any and all claimspast, demands present or causes future dispute, claim, controversy, demand, right, obligation, Liability, action or cause of action of any kind, nature kind or descriptionnature, whether unknown, unsuspected or undisclosed, related to any matters, causes, conditions, acts, conduct, claims, circumstances or events arising in law out of or equity or upon contract or tort or under any state or federal law or otherwise related to the Business (each, a “Claim” and collectively, the “ClaimsReleased Liabilities”), which such Loan Party and neither Equityholder nor any other Releasor will seek to recover any amounts in connection therewith or thereunder from any Released Person. Equityholder represents on his own behalf and on behalf of the other Releasors that none of the Releasors has had, now has or has made asserted any claim to have against any such person Released Person for indemnification or by reason otherwise and that none of the Releasors is aware of any actclaim by any of the Releasors (nor of any fact, omissioncircumstance or event that forms or would form the basis for any such claim) other than Unreleased Claims or claims that are waived, matter, cause released and forever discharged under this Section 6.7. Equityholder is aware that he and any of the other Releasors may hereafter discover claims or thing whatsoever arising facts in addition to or different from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement those that Equityholder or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence other Releasors now know or transaction which could now believe to be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection true with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining respect to the matters released herein, but that, except for the Unreleased Claims, it is the intention of Equityholder and the other Releasors to fully and finally release all Released Liabilities and Liabilities of any nature related thereto that do exist, may exist or heretofore have existed. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASEEquityholder irrevocably covenants, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants to cause the other Releasors, to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any Legal Proceeding of any kind against any Released Person, based upon any matter released under this Section 6.7 (which expressly exclude the Unreleased Claims). Equityholder represents and agrees with warrants on his own behalf and in favor on behalf of each Releasee the other Releasors to the Released Persons that it will not ▇▇▇ (at lawneither Equityholder nor any of the other Releasors has assigned or transferred or purported to assign or transfer to any Person all or any portion of, in equity, or any interest in any regulatory proceeding Released Liability or otherwise) any Releasee Legal Proceeding or Liability that is or that purports to be released or discharged under this Section 6.7. Without in any way limiting any of the rights and remedies otherwise available to any Released Person, Equityholder on his own behalf and on behalf of the basis other Releasors, will indemnify, defend and hold harmless each Released Person from and against all Liabilities, whether or not involving third party claims, directly or indirectly caused by, relating to, arising out of, resulting from, attributable to, or in any way incidental to the occurrence of the assertion by or on Equityholder’s own behalf or on behalf of any Claim released, remised and discharged by of the other Releasors of any Loan Party pursuant claim or other matter purported to be released under this Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation6.7.

Release of Claims. (a) Each Loan Party 10.1 Release of Claims by Compelis, Twelve Stones and Marlin ------------------------------------------------------------- Doner. Excepting the obligations t▇▇▇ ▇re expressly set forth in this Agreement, ----- Compelis, Twelve Stones and Marlin Doner, collectively and in▇▇▇▇▇▇▇▇▇▇, shall and hereby absolutely and unconditionally releases do release and forever discharges the Administrative Agentdischarge Treasury, each Lenderand Treasury's predecessors, successors, heirs, assigns, executors, administrators, agents, employees, representatives, attorneys, affiliates, subsidiaries, and any and all participantspresent officers and directors of Treasury (except Marlin Doner), parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present them, ▇▇ ▇▇▇▇ ▇▇ ▇ny and former directorsall persons acting or allegedly acting by, officersunder, agents, attorneys and employees of through or in concert with any of them (collectively referred to as the foregoing (each, a “Releasee” and collectively, the “Releasees”"Treasury Released Parties"), from against any and all claims, demands or damages, actions, causes of action action, liabilities, judgments, liens, contracts, agreements, rights, debts, suits, obligations, promises, acts, costs and expenses (including, but not limited to, attorneys' fees), damages and charges of any kind, nature or descriptionwhatsoever nature, whether arising in law known or equity unknown, suspected or upon contract unsuspected, foreseen or tort unforeseen, fixed or under contingent, or ever filed or prosecuted (hereinafter, collectively referred to as "Claims") which Compelis, Twelve Stones and Marlin Doner, collectively or i▇▇▇▇▇▇▇▇▇▇▇ may now have, or claims to have, or any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has time heretofore had, now has or has made claim claimed to have had, against the Treasury Released Parties, or any such person for other claim, as a result of things undertaken, said, stated, done or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time admitted to be done up to and including the date of this Agreement which relates directly and as of the Closing Date. It is understood and agreed that the releases as referred to herein are full and final releases by Compelis, Twelve Stones and Marlin Doner, collectively or indirectlyind▇▇▇▇▇▇▇▇▇, to of the Credit Agreement or any other Loan DocumentTreasury Released Parties and that such full and final releases include, whether such without limitation, all unknown and unanticipated claims, demands and causes of action are matured injuries, debts, or unmatured or damages, as well as those now known or unknowndisclosed. In that connection, except the parties hereto, and each of them, realize and acknowledge that one or more of the Claims may include losses sustained by Compelis, Twelve Stones or Marlin Doner, collectively or ▇▇▇▇▇▇▇▇▇▇▇▇, on account of the Treasury Released Parties, that are presently unknown or unsuspected, and that such losses as were sustained may give rise to additional losses and expenses in the future which are not now anticipated. Nevertheless, Compelis, Twelve Stones and Marlin Doner, collectively and ▇▇▇▇▇▇▇▇▇▇▇▇ acknowledge that this release has been negotiated and agreed upon and that in consideration for the duties rights and obligations set forth in benefits under this Agreement. Each Loan Party understands, acknowledges Compelis, Twelve Stones and agrees that Marlin Doner, collectively and ind▇▇▇▇▇▇▇▇▇, intends and hereby does release, acquit and forever discharge the release set forth above may be pleaded Treasury Released Parties as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes from any and all rights Claims, including those that are unknown, unsuspected or unforeseen or that are presently unknown and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTORunanticipated. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. (a) Each Loan Party hereby absolutely and unconditionally releases and forever discharges the Administrative Agent, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all In consideration of the present payments and former directorsbenefits to be made under the Employment Agreement, officersdated as of January 31, agents2019 (the “Employment Agreement”), attorneys to which Herve’ Fages (the “Executive”) and employees of any Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”) (each of the foregoing (eachExecutive and the Company, a “ReleaseeParty” and collectively, the “ReleaseesParties”) are parties, the sufficiency of which the Executive acknowledges, the Executive, with the 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, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, demands or actions, causes of action action, complaints, charges, demands, rights, damages, debts, sums of any kindmoney, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or descriptionotherwise, whether arising in law or equity or upon contract or tort or under any state or federal law accrued, absolute, contingent, unliquidated or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, whether now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for suspected or unsuspected, which the duties and obligations set forth in this Agreement. Each Loan Party understandsExecutive, acknowledges and agrees that the release set forth above may be pleaded individually or as a full and complete defense member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to any Claim and may be used as a basis for an injunction the date hereof, against any actionCompany Released Party that arises out of, suit or relates to, the Employment Agreement, the Executive’s employment with the Company or any of its subsidiaries and affiliates, or 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 proceeding which may be institutedtort, prosecuted (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 attempted in breach of the provisions of such release. Each Loan Party agrees that no factlocal statute, eventprovision, circumstanceorder or regulation, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in and including, without limitation, any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 claim under Title VII of the Civil Code Rights Act of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. 1964 (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant“Title VII”), the BorrowerCivil Rights Act of 1988, for itself and its successors and assignsthe 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 its present and former membersany similar or analogous state statute, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.excepting only:

Release of Claims. Effective upon the Closing, except with respect to a claim arising out of this Agreement or any ancillary agreement, document or instrument to be delivered in connection herewith and therewith (aother than in respect of claims of each Company Holder described in subclause (B) Each Loan Party below), each Company Holder hereby absolutely unconditionally and unconditionally irrevocably waives, fully releases and forever discharges the Administrative AgentCompany, each LenderBuyer, the Surviving Corporation and any their past and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, predecessors, successors, assigns, equityholders, partners, insurers and Affiliates (the “Released Parties”) from, and covenants not to (a) ▇▇▇ or (b) participate in any civil action against any of the Released Parties for, any and all Liabilities and Actions of any kind or nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated and known or unknown (the “Claims”) with respect to (A) facts and circumstances existing at or prior to the Effective Time that have been or could be asserted against a Released Party in connection with the transactions contemplated by this Agreement, and (B) the allocation of the Closing Payment and the Contingent Payments pursuant to this Agreement (including with respect to the timing and the amount of such payments), and, in each case ((A) and (B)), such Company Holder shall not seek to recover any amounts in connection therewith or thereunder from such Released Parties. Such released Liabilities shall include any right to recover against the Released Parties for any indemnification claims made against or paid by a Company Holder pursuant to ARTICLE 8. Each Company Holder understands that this is a full and final release of all claims, demands, causes of action and Liabilities of any nature whatsoever, whether or not known, suspected or claimed, that could have been asserted in any legal representatives or equitable proceeding against the Released Parties, except as expressly set forth in this Section 6.8. For the avoidance of doubt, the foregoing release shall not apply and none of the following shall be released by each Company Holder: (i) if the Company Holder is an employee of any of the Released Parties, Claims for any benefit, wages or salary earned by the Company Holder arising out of or related to the Company Holder’s employment by any of the Released Parties to the extent earned and unpaid, (ii) Claims and rights of the Company Holder for indemnification and reimbursement by any of the Released Parties under the Constitutive Documents or under any Contract entered into by any of the Released Parties and the Company Holder (to the extent such Contract is set forth on Section 4.13.1(q) of the Disclosure Schedule), (iii) Claims of the Company Holder as a service provider or licensor of any of the Released Parties and (iv) Claims of the Company Holder to its right to receive the Closing Payment or Contingent Payments, as appropriate, in accordance with the terms of this Agreement, provided that, in each case, the Company Holder shall be subject to the no-circular recovery provisions set forth in Section 8.10. To the extent permitted by Applicable Law, each Company Holder expressly waives the benefit of any Applicable Law, which, if applied to the release set forth in this Section 6.8, would otherwise exclude from its binding effect any Claim not known by such Company Holder at the Effective Time to exist. Each Company Holder represents that it is not aware of any Claim by it other representativesthan the Claims that are waived, released and forever discharged by this Section 6.8. For the avoidance of doubt, the release set forth in this Section 6.8 is an integral part of the Merger and the transactions contemplated by this Agreement and without such release, none of the Company, Buyer nor Merger Sub would have entered into this Agreement. Further, nothing contained in this Section 6.8 shall be construed to prohibit a Company Holder from filing a charge with or participating in any investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency, provided, however, that each Company Holder hereby agrees to paywaive its, his or her right to recover monetary damages or other individual relief in addition any such charge, investigation or proceeding or any related complaint or lawsuit filed by the Company Holder or by anyone else on its, his or her behalf. Notwithstanding anything to such other damages as any Releasee may sustain as a result of such violationthe contrary in this Section 6.8, all attorneys’ fees and costs incurred by any Releasee as a result of such violation[ * ].

Release of Claims. (a) Each Loan Party Notwithstanding the failure of any condition precedent set forth in Section 3 above to be satisfied, the Borrower hereby absolutely and unconditionally forever releases and forever discharges the Administrative Agent, each Lenderthe Issuing Bank, the Lenders, the Lead Arrangers, the Syndication Agent, the Documentation Agents and any their respective Affiliates and all participantstheir and their Affiliates’ respective subsidiaries, parent corporationsparents, subsidiary corporationsshareholders, affiliated corporationspartners, insurersofficers, indemnitorsdirectors, employees, agents, attorneys, heirs, successors and assigns thereofassigns, together with all of the both present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”), ) from any and all claims, demands or actions, causes of action of any kindaction, nature defenses, suits, controversies, damages, judgments and demands whatsoever, asserted or descriptionunasserted, whether arising in law or contract, tort, law, equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), ) which such Loan Party has had, now the Borrower has or has made claim to may have against any such person for or of the Released Parties by reason of any action, failure to act, omission, matter, cause matter or thing whatsoever arising from the beginning of time or based on facts occurring prior to and including the date hereof that in any way may arise out of, be connected to or in any other way be related to any of this Agreement which the Loan Documents, including but not limited to any Claim that relates to, in whole or in part, directly or indirectly, to (a) the Credit Agreement making or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach administration of the provisions Loans or Letters of Credit, (b) any such release. Each Loan Party agrees that no factClaims based on fraud, eventmistake, circumstanceduress, evidence usury or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of Californiamisrepresentation, or any other similar provision Claim based on so-called “lender liability” theories, (c) any actions or omissions of law any of the Administrative Agent, the Issuing Bank, any Lender or principle any other Released Party in connection with the initiation or continuing exercise of equity any right or remedy contained in any jurisdiction pertaining 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 matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (b) Each Loan Party Borrower hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (to bring, commence, prosecute, maintain, or cause or permit to be brought, commenced, prosecuted or maintained, any suit or action, either at law, law or in equity, in any regulatory proceeding court or before any other administrative or judicial authority, regarding any cause of action or other Claim the Borrower may have against any of the Administrative Agent, the Issuing Bank, any Lender or any other Released Party arising out of, in connection with or in any way relating to any of the Loan Documents or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. (a) Each Loan Party Notwithstanding anything to the contrary contained in this Agreement (but subject to Section 13.15(c)) or in any certificate or other writing delivered pursuant hereto or in connection herewith, in further consideration of the transactions contemplated hereby, effective as of (and following) the Closing, (i) each of the Sellers on behalf of itself and its Related Parties (other than any portfolio company of such Seller (other than the Company)) hereby absolutely irrevocably and unconditionally releases and forever discharges waives as against each of the Administrative AgentBuyer, the Company Entities and each Lenderof their respective Related Parties and (ii) each of the Buyer and the Company Entities and their respective Related Parties, hereby irrevocably and unconditionally releases and waives as against each of the Sellers and each of their respective Related Parties (other than any portfolio company of a Seller (other than the Company)), any and all participantsclaims of any nature that any such Person may now or hereafter have, parent corporationswhether at law or in equity, subsidiary corporationsto the fullest extent permitted by Applicable Law (the “Released Claims”), affiliated corporationsarising prior to and through the Closing (the “Release”). It is further agreed and understood that this Release is a full and final release of all the Released Claims whether known or unknown, insurersfixed or contingent, indemnitorsliquidated or unliquidated, successors manifested or unmanifested, determined, determinable or otherwise and assigns thereofthe Released Claims includes all rights and claims relating to the Company Entities, together with all the operation of the present and former directorsCompany Entities’ respective businesses, officers, agents, attorneys and employees the relationship of any of the Sellers or their respective Related Parties with the Company Entities, the Company Equity Interests, this Agreement, the subject matter hereof or the transactions contemplated hereby or by the other agreements entered into in connection herewith, including claims for damages, contribution and other rights of recovery arising out of or relating to any breach of contract, misrepresentation or breach of warranty, all other claims for breach of duty and all other claims arising under Applicable Law. (b) From and after the Closing, each of the Sellers, on the one hand, and the Buyer and each of the Company Entities, on the other hand, hereby (i) waives the protection of any provision of any Applicable Law that would operate to preserve Released Claims that are unknown as of the Closing Date and (ii) agrees not to, and to cause its Related Parties not to, bring any action, suit or proceeding, whether at law or in equity, with respect to any of the Released Claims. (c) Notwithstanding the foregoing (eachprovisions of this Section 13.15, a the following shall not be deemed “ReleaseeReleased Claims,” and collectivelythe Release does not release and is not a waiver of: (i) any claim by any party hereto or third party beneficiary hereof (or any of such Persons’ predecessors, assigns or Representatives) against another party hereto arising under or relating to this Agreement (including any claim for indemnification as and to the extent provided pursuant to Article 12), the “Releasees”)Escrow Agreement, from any and all claimsRollover Agreement or the Confidentiality Agreement; (ii) any claim that any Person may have, demands in his or causes her capacity as an employee, director or officer of action of any kind, nature or descriptionCompany Entity for indemnification, whether pursuant to an indemnification agreement, under such Company Entity’s organizational documents as in effect immediately prior to the Closing, pursuant to Applicable Law or pursuant to Section 6.09; (iii) any rights that arise after the Closing with respect to actions or omissions that occur after the Closing; (iv) if applicable to a Person, any claim for vested benefits and unpaid wages accrued prior to the Closing owed to such Person in his or her capacity as an employee of a Company Entity; (v) any rights arising in law or equity or upon contract or tort or under any state or federal law or otherwise Employee Plan; (each, a “Claim” vi) any claim for actual and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, intentional fraud with respect to the Credit Agreement or any other Loan Document, whether such claims, demands representations and causes of action are matured or unmatured or known or unknown, except for the duties and obligations warranties expressly set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense ; or (vii) any rights to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have indemnification permitted to survive pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 DEBTOR6.13. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release of Claims. (a) Each Loan Party Effective immediately upon the Closing, each of the Buying Parties and TEAI, on the one hand, and Seller and Trustee, on the other, for itself and each of its Affiliates, predecessors, successors and assigns, hereby absolutely fully, finally and unconditionally forever releases and forever discharges the Administrative Agentother parties’ officers, each Lenderdirectors, and any and all participantsmanagers, parent corporationsemployees, subsidiary corporationsshareholders, affiliated corporationsunitholders, members, partners, agents, attorneys, accountants, insurers, indemnitorsparents, subsidiaries, Affiliates (including, but not limited to, the Louisiana Trust, in the case of Seller, and Chisos, Ltd, in the case of Buyer), related Persons and entities, predecessors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claimsliabilities, demands or demands, losses, debts, taxes, causes of action of any kindaction, nature obligations, damages, costs, attorneys’ fees, expenses, and/or claims raised or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to that could have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising been raised from the beginning of time through the Closing Date, including, but not limited to, any such claims based in contract, quasi-contract or tort (including negligence), any right to and including audit or to audited financial statements, any rights as third party beneficiary, or any rights arising under the date of this Agreement which relates directly or indirectly, to the Credit Trust Agreement or any other Loan Documentof the Conveyances (collectively, the “Released Claims”). The release of the Released Claims is effective regardless of whether any or all such claims, demands and causes of action claims are matured or unmatured or presently known or unknown, except for vested or contingent, accrued or yet to accrue, or asserted in law, equity or otherwise; provided, however, the duties and obligations release does not release any obligation expressly set forth in this Agreement. Each Loan Party understands, acknowledges The releasing parties acknowledge and agrees understand the significance and potential consequences of its release of unknown claims. The releasing parties intend that the release set forth above may claims released under this Agreement be pleaded construed as a full broadly as possible and complete defense agree to any Claim waive and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and relinquish all rights and benefits that it has each releasing party may have under any statute or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim releasedjurisdiction. For the avoidance of doubt, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, release of claims shall not include claims arising out of or resulting from this Agreement or the Borrower, for itself other transaction documents which shall be executed and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred delivered by any Releasee as a result of such violationthe releasing parties at Closing.