Common use of Release of Claims Clause in Contracts

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional facts.

Release of Claims. (a) Subject to Each Loan Party hereby absolutely and upon unconditionally releases and forever discharges the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledAdministrative Agent, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliateseach Lender, and each of their respective heirsany and all participants, Representativesparent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns (such personsthereof, the “Releasors”), hereby fully and unconditionally (subject to the receipt together with all of the amounts specified in this paragraph) releasespresent and former directors, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, attorneys and employees of any of the Company Stockholders prior to Closing foregoing (such personseach, a “Releasee” and collectively, the “Releasees”), from and against any and all liabilitiesclaims, actions, demands or causes of action, claims, demands, damages, judgments, debts, dues and suits action of every any kind, nature and description whatsoeveror description, whether known arising in law or unknownequity or upon contract or tort or under any state or federal law or otherwise (each, asserted or unasserteda “Claim” and collectively, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equitythe “Claims”), which the Stockholder or any of the Releasors ever such Loan Party has had, now has or may hereafter has made claim to have against any of the Releasees, on such person for or by reason of any act, omission, matter, cause or thing whatsoever that arose prior arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Closing; providedCredit Agreement or any other Loan Document, howeverwhether such claims, that nothing herein shall be deemed to release (a) any right demands and causes of action are matured or unmatured or known or unknown, except for the Stockholder expressly duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the Merger Agreement, including the right to receive the Closing Merger Consideration to which it release set forth above 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 pleaded as a directorfull and complete defense to any Claim and may be used as a basis for an injunction against any action, managersuit or other proceeding which may be instituted, officer prosecuted or employee of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit 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 California which the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATRELEASE, WHICH IF KNOWN BY HIM OR HER, WOULD HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits DEBTOR. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it has will not ▇▇▇ (at law, in equity, in any regulatory proceeding or may have under otherwise) any similar provision of Releasee on the statutory or non-statutory law 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 jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or representatives, agrees to pay, in addition to the facts the Releasors now know or believe to be true with respect to the subject matter such other damages as any Releasee may sustain as a result of this Agreement; howeversuch violation, the Releasors intend that the general releases herein given shall be all attorneys’ fees and remain in full force and effect, notwithstanding the discovery or existence costs incurred by any Releasee as a result of any such different or additional factsviolation.

Release of Claims. (a) Subject to Each Loan Party hereby absolutely and upon unconditionally releases and forever discharges the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledAdministrative Agent, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliateseach Lender, and each of their respective heirsany and all participants, Representativesparent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns (such personsthereof, the “Releasors”), hereby fully and unconditionally (subject to the receipt together with all of the amounts specified in this paragraph) releasespresent and former directors, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, attorneys and employees of any of the Company Stockholders prior to Closing foregoing (such personseach, a “Releasee” and collectively, the “Releasees”), from and against any and all liabilitiesclaims, actions, demands or causes of action, claims, demands, damages, judgments, debts, dues and suits action of every any kind, nature and description whatsoeveror description, whether known arising in law or unknownequity or upon contract or tort or under any state or federal law or otherwise (each, asserted or unasserteda “Claim” and collectively, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equitythe “Claims”), which the Stockholder or any of the Releasors ever Loan Party has had, now has or may hereafter has made claim to have against any of the Releasees, on such person for or by reason of any act, omission, matter, cause or thing whatsoever that arose prior 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 Closing; provideddate of this Amendment, howeverwhether such claims, that nothing herein shall be deemed to release (a) any right demands and causes of action are matured or unmatured or known or unknown, except for the Stockholder expressly duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the Merger Agreement, including the right to receive the Closing Merger Consideration to which it release set forth above 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 pleaded as a directorfull and complete defense to any Claim and may be used as a basis for an injunction against any action, managersuit or other proceeding which may be instituted, officer prosecuted or employee of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit 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 California which the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional facts.

Release of Claims. (a) Subject to and upon In consideration for the consummation payment of the Merger Settlement Amount, as well as for other good and the receipt of the Closing Merger Consideration to which the Stockholder is entitledvaluable consideration, the StockholderNamed Plaintiffs, andindividually and as the duly authorized agents for the Collective Action Opt-In Plaintiffs in the Action, if on behalf of both the Stockholder is a Named Plaintiffs, the Collective Action Opt-In Plaintiffs, and their dependents, heirs, executors, administrators, legal entityand/or personal representatives, together with the Stockholder’s successors, assigns and agents, do hereby knowingly, voluntarily, unconditionally and irrevocably release and forever discharge ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ Chierchio, DiMiceli, ▇▇▇▇ ▇▇▇▇▇▇, RCI, Liquid Plumbing Corp., Affinity Human Resources, LLC and each and every one of their divisions, affiliates, subsidiaries, parents, franchisors, corporations under common ownership or control, related business entities, predecessors, successors, management companies, assigns, officers, directors, stockholderstrustees, Subsidiaries and Affiliatesemployees, and each of their respective heirsagents, Representativesshareholders, successors and assigns members, administrators, representatives, attorneys, insurers or fiduciaries, past, present or future (such persons, hereinafter referred to collectively as the “ReleasorsReleasees”), hereby fully from any and unconditionally (subject all claims, known or unknown, suspected or unsuspected, asserted or unasserted, arising under the FLSA, the NYLL, including but not limited to the receipt NYS Wage Theft Prevention Act, and any other statutory, regulatory and/or common law claims for alleged unpaid wages, unpaid minimum wages, unpaid overtime wages, or other compensation, liquidated damages, statutory damages and/or penalties, interest, costs and attorney’s fees, based upon any conduct occurring from the beginning of the amounts specified in world to the date of execution of this paragraph) releases, acquits and forever discharges, to Agreement. To the fullest extent permitted by law, each the Named Plaintiffs and the Collective Action Opt-In Plaintiffs promise not to ▇▇▇ or bring any charges, complaints or lawsuits related to the claims hereby waived and released against the Releasees in the future, individually or as members of Acquirora class or collective action. This waiver, Merger Subrelease and promise not to ▇▇▇ is binding upon the Named Plaintiffs and the Collective Action Opt- In Plaintiffs, the Company, and upon each of their subsidiaries respective heirs, legal representatives and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries. (b) assigns. The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives this Paragraph (3) shall not apply to any right or benefits that it has or may have under any similar provision of the statutory or nonOpt-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional factsOut Plaintiffs.

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) Subject to Each Borrower, for itself and upon on behalf of its successors and assigns, does hereby release, acquit and forever discharge the consummation of the Merger Agent and the receipt Lender, all of the Closing Merger Consideration to which the Stockholder is entitledtheir respective predecessors in interest, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s and all of their respective past and present officers, directors, stockholdersattorneys, Subsidiaries and Affiliatesaffiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel employees and agents, of and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all claims, demands, obligations, liabilities, actionsindebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, claimsdefenses, demandsoffsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, judgmentscosts, debtslosses and expenses, dues and suits of every type, kind, nature and nature, description whatsoeveror character, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute liquidated or contingentunliquidated, unmatured or inchoateeach as though fully set forth herein at length (each, both at law a "Released Claim" and in equitycollectively, which the Stockholder or "Released Claims"), that any of the Releasors ever had, Borrower now has or may hereafter acquire as of the date that the Borrowers have against executed and delivered this Amendment to the Agent (hereafter, the "Release Date"), including without limitation, those Released Claims in any way arising out of, connected with or related to any and all prior credit accommodations, if any, provided by the Agent or the Lender, or any of the Releaseestheir respective predecessors in interest, on to any Borrower, and any agreements, notes or by reason documents of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not kind related to the Merger Agreement thereto or the transactions contemplated thereby and (c) or hereby, or any employment compensation other agreement or benefits matter affecting any Releasor in his document referred to herein or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariestherein. (b) The Stockholder Each Borrower hereby acknowledges, represents and warrants to the Agent and the Lender that as it agrees 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 Borrower hereby waives and every claim released hereunder, the Stockholder has received the advice of legal counsel releases all rights and benefits which it might otherwise have under any state or local laws or statutes with regard to the releases contained hereinrelease of such unknown, and having been so advised, specifically waives the benefit 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 Section 1542 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 Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYRelease Date. The Stockholder also specifically waives any right or benefits Each Borrower hereby acknowledges that it has or may have under any similar provision had an opportunity to obtain an attorney’s advice concerning the legal consequences of each of the provisions of this General Release. (d) 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, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or non-statutory law equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition this General Release shall subject a Borrower to the facts provisions of applicable law setting forth the Releasors now know remedies for the bringing of groundless, frivolous or believe to be true with respect to the subject matter baseless claims or causes 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 different or additional factsaction.

Release of Claims. (a) Subject to On behalf of themselves and upon each of their respective directors, officers, managers, members, shareholders and employees, the consummation of Company, on the Merger one hand and the receipt of PW Group/▇▇ ▇▇▇▇ Group Shareholders on the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries other hand severally and Affiliatesnot jointly release and forever discharge each other, and each of their respective heirssuccessors, Representativesassigns, successors parent and assigns subsidiary companies, joint ventures, partnerships, owners, directors, officers, partners, principals, managers, members, employees, attorneys, consultants, financial advisors, shareholders, insurers and agents (such personscollectively, “Released Persons”) from all claims and demands, rights and causes of action of any kind arising out of or relating to this Agreement, the “Releasors”)Nomination Notice, hereby fully the Rights Agreement, and unconditionally (subject the election of directors at the 2015 Annual Meeting from the beginning of time through the date of this release. Notwithstanding anything to the receipt of the amounts specified contrary in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger SubSection 9, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agentson the one hand, and the Company Stockholders prior to Closing (such personsPW Group/▇▇ ▇▇▇▇ Group Shareholders on the other hand, the “Releasees”), from severally and against not jointly do not release any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known obligations or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not claims 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 enforcement of the Company, its Affiliates or its Subsidiariesterms and provisions of this Agreement. (b) The Stockholder represents It is the intention of the Parties that the foregoing release set forth above in clause (a) shall be effective as a bar to each all matters released herein. In furtherance and every claim released hereundernot in limitation of such intention, the Stockholder has received the advice of legal counsel with regard to the releases contained hereinrelease described herein shall be, and having been so advisedshall remain in effect as, specifically waives a full and complete release, notwithstanding the benefit 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 discovered, including all the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYeffects and consequences thereof. The Stockholder also specifically waives any right or benefits Each Party expressly acknowledges and understands that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors or different from those which it now know or believe 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; however, the Releasors intend and that the general releases release given herein given shall be and remain in effect as a full force and effect, complete release notwithstanding the discovery or existence of any such additional or different or additional facts, as to which each Party expressly assumes the risk.

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) Subject to Employee hereby unconditionally releases, acquits, and upon forever discharges the consummation Company and its subsidiaries, affiliates, estates, divisions, successors, insurers and assigns, attorneys and all of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledtheir owners, the Stockholderstockholders, andgeneral or limited partners, if the Stockholder is a legal entity, together with the Stockholder’s officersagents, directors, stockholdersmanagers, Subsidiaries and Affiliatesofficers, trustees, representatives, employees, the subrogees of all of the above, and each of their respective heirs, Representatives, all successors and assigns thereof (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such personscollectively, the “Releasees”), from and against any and all claims, charges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, claimssuits, demandsrights, damagesentitlements, judgmentscosts, losses, debts, dues and suits expenses (including attorneys’ fees and legal expenses) of every kind, any nature and description whatsoever, whether known or unknown, asserted or unassertedwhich Employee now has, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter claim to have had against the Releasees and/or any of the Releasees, on or them by reason of any matter, cause act, omission, transaction, occurrence, or thing whatsoever event that arose prior has occurred or is alleged to have occurred up to and including the Closing; Effective Date of this Agreement; provided, however, that nothing herein the foregoing Release is not intended to and shall be deemed to not release (ai) any right of the Stockholder expressly set forth in the Merger Agreement, including the right claims Employee may have to receive the Closing Merger Consideration to which it may be entitled indemnification pursuant to the Merger Agreement in accordance with the terms thereofCompany’s Certificate of Formation, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Operating Agreement or the transactions contemplated thereby and Delaware Limited Liability Company Act (cincluding any amendments), (ii) any employment compensation 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 benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee the Sixth Amended and Restated Operating Agreement of the Company, its Affiliates 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 its SubsidiariesSection 7 of the Employment Agreement, (v) any benefit plans maintained by the Company, (vi) any right to enforce the provisions of this Agreement or the Employment Agreement, or (vii) any claims or rights that are not releasable under applicable law. (b) The Stockholder represents that as to each This Release includes a knowing and every claim released hereundervoluntary waiver and release of any and all claims including, the Stockholder has received the advice but not limited to, claims for nonpayment of legal counsel with regard wages, overtime or bonuses or other claims pursuant to the releases contained hereinFair 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 having 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 that, except for payments conditioned on his execution of this Agreement, Employee has been so advisedpaid all overtime, specifically waives the benefit bonuses, wages or other monies due and payable to Employee as of the provisions Effective Date of Section 1542 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 Code Rights Act of California 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▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 provides may arise out of or in connection 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 investigation or proceeding conducted by the Equal Employment Opportunity Commission, or its state equivalent agency. (c) Employee expressly acknowledges that this Agreement may be pled as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATa complete defense and may bar any and all claims, IF KNOWN BY HIM OR HERknown or unknown, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYagainst 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 Employee, might have materially affected Employee’s decision to execute this Agreement. The Stockholder also specifically Employee hereby knowingly and voluntarily waives any right or and relinquishes all rights and benefits that it has or which Employee may have under any similar provision of the statutory or non-statutory applicable law of any other jurisdiction. The Stockholder acknowledges that the 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 such general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsrelease provisions.

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) Subject to Employee hereby unconditionally releases, acquits, and upon forever discharges the consummation Company and its subsidiaries, affiliates, estates, divisions, successors, insurers and assigns, attorneys and all of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledtheir owners, the Stockholderstockholders, andgeneral or limited partners, if the Stockholder is a legal entity, together with the Stockholder’s officersagents, directors, stockholdersmanagers, Subsidiaries and Affiliatesofficers, trustees, representatives, employees, the subrogees of all of the above, and each of their respective heirs, Representatives, all successors and assigns thereof (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such personscollectively, the “Releasees”), from and against any and all claims, charges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, claimssuits, demandsrights, damagesentitlements, judgmentscosts, losses, debts, dues and suits expenses (including attorneys’ fees and legal expenses) of every kind, any nature and description whatsoever, whether known or unknown, asserted or unassertedwhich Employee now has, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter claim to have had against the Releasees and/or any of the Releasees, on or them by reason of any matter, cause act, omission, transaction, occurrence, or thing whatsoever event that arose prior has occurred or is alleged to have occurred up to and including the Closing; Effective Date of this Agreement; provided, however, that nothing herein the foregoing Release is not intended to and shall be deemed to not release (ai) any right of the Stockholder expressly set forth in the Merger Agreement, including the right claims Employee may have to receive the Closing Merger Consideration to which it may be entitled indemnification pursuant to the Merger Agreement in accordance with the terms thereofCompany’s Certificate of Formation, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Operating Agreement or the transactions contemplated thereby and Delaware Limited Liability Company Act, (cii) any employment compensation 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 benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee the Third Amended and Restated Operating Agreement of the Company, its Affiliates as amended, to the extent Employee continues to be a member of the Company following the Separation Date, or its Subsidiaries(iv) any benefit plans maintained by the Company. (b) The Stockholder represents that as to each This Release includes a knowing and every claim released hereundervoluntary waiver and release of any and all claims including, the Stockholder has received the advice but not limited to, claims for nonpayment of legal counsel with regard wages, overtime or bonuses or other claims pursuant to the releases contained hereinFair 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 having 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 that Employee has been so advisedpaid all overtime, specifically waives the benefit bonuses, wages or other monies due to Employee as of the provisions date of Section 1542 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 Code Rights Act of California 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▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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. (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 Employee, might have materially affected Employee’s decision to execute this Agreement. Employee hereby knowingly and voluntarily waives and relinquishes all rights and benefits which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or Employee may have under any similar provision of the statutory or non-statutory applicable law of any other jurisdiction. The Stockholder acknowledges that the 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 such general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsrelease provisions.

Release of Claims. I, _________________, in consideration of and subject to the performance by CARDIO DIAGNOSTICS, INC., a Delaware corporation (athe “Company”) Subject of its obligations under the Employment Agreement, dated as of ___________ _, 20__ (as amended from time to time, the “Agreement”), do hereby release and upon the consummation forever discharge as of the Merger date of my execution of this release (this “Release”) the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective Executive benefit plans and fiduciaries of such plans, and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s current and former officers, directors, stockholdersshareholders, Subsidiaries Executives, attorneys, accountants and Affiliates, and agents of each of the foregoing in their respective heirs, Representatives, successors official and assigns personal capacities (such personscollectively, the “ReleasorsReleased Parties”)) to the extent provided below. I understand that any payments or benefits paid or granted to me under Section 5(b) of the Agreement represent, hereby in part, consideration for signing this Release and are not salary, wages or benefits to which I was already entitled. Such payments and benefits will not be considered compensation for purposes of any Executive benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates. Releases. I knowingly and voluntarily (on behalf of myself, my spouse, my heirs, executors, administrators, agents and assigns, past and present) fully and unconditionally (subject to forever release and discharge the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, Company and the Company Stockholders prior to Closing (such persons, the “Releasees”), other Released Parties from and against any and all liabilitiesclaims, suits, controversies, actions, causes of action, cross claims, counterclaims, demands, damagesdebts, liens, contracts, covenants, suits, rights, obligations, expenses, judgments, debtscompensatory damages, dues liquid damages, punitive or exemplary damages, other damages, claims for costs and suits attorneys’ fees, orders and liabilities of every kindwhatever kind of nature, nature in law and description whatsoeverin equity, in contract of in tort, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute vested or contingent, unmatured suspected, or inchoateclaimed, both at law and in equity, which against the Stockholder Company or any of the Releasors ever hadReleased Parties which I, now has my spouse, or may hereafter have against any of my heirs, executors, administrators or assigns, may have, which arise out of or relate to my employment with, or my separation or termination from, the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior Company up to the Closing; provideddate of my execution of this Release (including, howeverbut not limited to, that nothing herein shall be deemed to release (a) any right allegation, claim of violation arising under: Title VII of the Stockholder expressly set forth Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in the Merger AgreementEmployment Act of 1967, as amended (including the right to receive Older Workers Benefit Protection Act), the Closing Merger Consideration to which it may be entitled pursuant to Equal Pay Act of 1963, as amended; the Merger Agreement in accordance Americans with Disabilities Act of 1990; the terms thereofFamily and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Executive Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, (b) state or local civil or human rights law, or under any liabilities other local state or federal law, regulation or ordinance; or under any public policy, contract of a Releasee in connection with tort, or under common law; or arising under any future transactions between the parties that are not related to the Merger Agreement policies, practices or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee procedures of the Company; or any claim for wrongful discharge, its Affiliates breach of the Agreement, infliction of emotional distress or its Subsidiaries. defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (b) The Stockholder represents collectively, the “Claims”). Executive agrees that this Agreement is intended to include all claims, if any, that Executive may have against the Company, and that this Agreement extinguishes those claims. I represent that I have made no assignment of transfer of any right, claim, demand, cause of action, or other matter covered by Section 2 above. In signing this Release, I acknowledge and intend that it shall be effective as a bar to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit one of the provisions claims, demands and causes of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYaction herein above mentioned or implied. The Stockholder also specifically waives any right or benefits I expressly consent that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 Release shall be and remain in given full force and effecteffect according to each and all of its express terms and provisions, notwithstanding including those relating to unknown and unsuspected claims up to the discovery or existence date of my execution of this Release, if any, as well as those relating to any other claims hereinabove mentioned. I acknowledge and agree that this waiver is an essential and material term of this Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a claim seeking damages against the Company, this Release shall serve as a complete defense to such claims as to my rights and entitlements. I further agree that I am not aware of any such different pending charge or additional factscomplaint of the type described in Section 2 above as of the date of my execution of this Release.

Release of Claims. (a) Subject to Effective as of, and conditioned upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledoccurrence of, the Closing, each Stockholder, for itself and on behalf of each of its Affiliates and each of their respective successors (each, a “Releasing Party”), hereby unequivocally, voluntarily, knowingly, willingly, unconditionally, completely and, irrevocably releases, acquits, exculpates and forever waives and relinquishes all claims, suits, debts, demands, liabilities, setoffs, counterclaims, actions, manners of action and causes of action of whatever kind or nature, whether known or unknown (collectively, “Claims”), which any Releasing Party has, may have or might have or may assert now or in the future, against the Company and its Subsidiaries and their respective Representatives (in each case, solely in their capacity as such), successors and permitted assigns, and, if after the Stockholder is a legal entityClosing, together with the Stockholder’s officers, directors, stockholders, Subsidiaries Acquiror and Affiliatesits Subsidiaries, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employeesowners, counsel and agentspartners, and the Company Stockholders prior to Closing managers or employees (such personsin each case, solely in their capacity as such) (collectively, the “ReleaseesReleased Parties”)) to the extent arising out of, based upon or resulting from and against any and all liabilitiesContract, actionstransaction, causes of event, circumstance, action, claims, demands, damages, judgments, debts, dues and suits failure to act or occurrence of every kind, nature and description whatsoeverany sort or type, whether known or unknown, asserted and which, in each and every case, occurred, existed, was taken, permitted, incurred or unasserted, suspected begun at or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; Closing, in each case solely with regard to the Company, the business or operations of the Company prior to the Closing or the Transactions; provided, however, that nothing herein contained in this Section 5(j) shall be deemed to release construed as a waiver of any rights under (ai) this Agreement, (ii) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration other Transaction Agreement to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofany Releasing Party is party, (biii) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or if such Stockholder is an employee of the Company, its Affiliates rights to accrued but unpaid salary, bonuses, expense reimbursements (in accordance with Company’s employee expense reimbursement policy), accrued vacation and other benefits under the Company’s employee benefit plans, or its Subsidiaries. (biv) The Stockholder represents that as any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses), including any rights to each and every claim released hereunderindemnification, exculpation, advancement of expense or similar rights set forth in the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit Governing Documents of the provisions of Section 1542 of Company, any indemnification agreement between the Civil Code of California which provides Company and such Stockholder, or as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives provided by law or any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 directors’ and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsofficers’ liability insurance.

Release of Claims. (a) Subject The Note Holder, on his, her or its behalf and, if and only to the extent permitted under applicable Law, on behalf of any of the Note Holder’s heirs, successors in interest or assigns, and upon all other Persons that might allege a claim, demand, complaint, cause of action, suit, proceeding, arbitration, audit, hearing, investigation or inquiry (whether formal or informal, civil, criminal or administrative) (each, a “Claim”) through the Note Holder or on his, her or its behalf, hereby knowingly, fully, unconditionally and irrevocably (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 Effective Time, any and all Claims (whether held directly, derivatively, or otherwise) that the Note Holder has or may have against the Company or any present or former director, officer, manager, employee or agent of the Company, in such Person’s capacity as such, whether asserted or unasserted, known or unknown, contingent or noncontingent, past or present, arising or resulting from or relating, directly or indirectly, to any act, omission, event or occurrence prior to the Closing relating to the Company, including with respect to the Company Capital Stock, Company Convertible Notes, or any other equity interests in the Company and/or any rights or interests therein (collectively, the “Released Claims”). The Note Holder, on his, her or its behalf and, if and only to the extent permitted under applicable Law, on behalf of the Note Holder’s successors in 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 Transaction Document to which it is a party or (ii) to the extent the Note Holder is a director, officer, employee, agent, consultant or independent contractor of the Company, by the Note Holder of any right of the Note Holder to receive accrued but unpaid wages, salary, compensation, bonuses, accrued vacation and any other accrued but unpaid compensation and/or benefits (other than any equity-based compensation) owed to the Note Holder in his, her or its capacity as a service provider or any employment rights that cannot be waived as a matter of applicable Law. (b) Contingent upon, and effective immediately prior to, the Effective Time, the Note Holder hereby unconditionally and irrevocably releases, discharges and 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 each case, in 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 way prevent, conflict with, hinder, or be inconsistent with the execution and performance of this Agreement or the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has 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 hereafter have against any of the Releasees, on (whether under applicable Law or by reason of any matter, cause otherwise) or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee could potentially have or acquire 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 SubsidiariesTransactions. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional facts.

Release of Claims. (a) Subject to In exchange for the special severance pay and upon the consummation of the Merger and the receipt of the Closing Merger Consideration benefits provided you under this Agreement, to which the Stockholder is you would not otherwise be entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries on your own behalf and Affiliates, and each that of their respective your heirs, Representativesexecutors, successors administrators, beneficiaries, personal representatives and assigns (such personsassigns, the “Releasors”), hereby fully you agree that this Agreement shall be in complete and unconditionally (subject to the receipt final settlement of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits rights or claims of every kind, nature type and description whatsoeverdescription, whether known or unknown, asserted that you have had in the past, now have, or unassertedmight now have, suspected in any way related to, connected with or unsuspectedarising out of your employment or its termination or pursuant to Title VII of the Civil Rights Act, absolute the Americans with Disabilities Act, the Age Discrimination in Employment Act, the fair employment practices statutes of the state or contingent, unmatured or inchoate, both at law and states in equity, which you have provided services to the Stockholder Company or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or any other federal, state or local law, regulation or other requirement and you hereby release and forever discharge the Company and its SubsidiariesAffiliates all of their respective past and present directors, shareholders, officers, members, managers, partners, joint venturers, employees, agents and representatives, their successors and assigns, and all others connected with any of them, both individually and in their official capacities, from any and all such causes of action, rights or claims. (b) The Stockholder represents This Agreement, including the release of claims set forth immediately above, creates legally binding obligations and the Company advises you to consult an attorney before signing this Agreement. In signing this Agreement, you give the Company assurance that as you have signed it voluntarily and with a full understanding of its terms; that you have had sufficient opportunity, before signing this Agreement, to each consider its terms and every claim released hereunderto consult with an attorney, the Stockholder has received the advice of legal counsel if you wished to do so, or to consult 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that of those persons to whom reference in made in the Releasors may hereafter discover facts different from or first sentence of paragraph 7(b) above; and that, in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of signing this Agreement; however, the Releasors intend you have not relied on any promises or representations, express or implied, that the general releases herein given shall be and remain are not set forth expressly in full force and effect, notwithstanding the discovery or existence of any such different or additional factsthis Agreement.

Release of Claims. As used in this Release of Claims (athis “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement dated October 4, 2016 between TCEH Corp. (the “Company”) Subject to and upon the consummation ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (my “Employment Agreement”). For and in consideration of the Merger severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge the receipt Company and each of the Closing Merger Consideration to which the Stockholder is entitledits direct and indirect parent and subsidiary entities, the Stockholderand all of their respective predecessors, andsuccessors, if the Stockholder is a legal entityand past, together with the Stockholder’s officerscurrent, and future parent entities, affiliates, subsidiary entities, investors, directors, stockholdersshareholders, Subsidiaries and Affiliatesmembers, officers, general or limited partners, employees, attorneys, agents, and each representatives, and the employee benefit plans in which I am or have been a participant by virtue of their respective heirs, Representatives, successors and assigns my employment with or service to the Company (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actionsrelating to, causes or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, claimssuit, demandsarbitration, damagesor other proceeding covered by the terms hereof that is or may be initiated, judgmentsprosecuted, debtsor maintained by me or my descendants, dues dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and suits of every kind, nature and description whatsoever, whether release all rights known or unknownunknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, asserted I have no knowledge of any facts or unasserted, suspected circumstances that give rise or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or could give rise to any claims under any of the Releasors ever had, now has or may hereafter laws listed in the preceding paragraph and that I have not filed any claim against any of the ReleaseesReleasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or by reason to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any matterProceeding, cause or thing whatsoever that arose prior including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), except in each case to the Closing; providedextent such Proceeding relates to a claim not waived hereunder. Further, howeverI understand that, by executing this Release, I will be limiting the availability of certain remedies that nothing herein shall be deemed I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (ai) any right of the Stockholder expressly set forth in the Merger Agreement, including the right claims to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement my severance payments and benefits in accordance with the terms thereofof the Employment Agreement, (bii) 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) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true claims with respect to benefits to which I am entitled under the subject matter 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 Agreement; howeverRelease. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the Releasors intend 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 general releases herein given shall 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 remain in full force delivered to the Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and effectbinding on the eighth day after its execution, notwithstanding so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the discovery severance payments and benefits unless this Release is effective on or existence before the date that is sixty (60) days following the date of any such different or additional factsmy termination of employment.

Release of Claims. (a) Subject In exchange for Employer agreeing to make the Payments referred to in Section 2 below, less applicable withholding, Executive releases Employer and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and AffiliatesTRB, and each of their respective heirspresent, Representatives, successors past and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, agents, employees, counsel 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 the Company Stockholders prior representatives (which collectively are referred to Closing (such persons, the in this Agreement as “ReleaseesReleased 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 any the Company and all liabilitiescompanies and institutions related to or affiliated with the Company and the other Released Parties, actionsand their successors, causes predecessors, officers, directors, agents, shareholders, members and 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 actionwhich Executive is now aware and all Claims of which Executive is not presently aware, (4) All Claims that, claimsthrough Executive, demandsExecutive’s heirs, damagesexecutors or administrators have, (5) All Claims arising under or relating to any policy, judgmentsagreement, debtsplan, dues and suits of every kindunderstanding or promise, nature and description whatsoeverwritten or oral, whether known formal or unknowninformal, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which between the Stockholder Company or any of the Releasors ever hadother Releasees and Executive, now has including, but not limited to, the Change in Control Agreement (6) All Claims for attorney’s fees, and (7) All Claims arising under common law or may hereafter have against any local, state or federal law including, but not limited to, the Civil Rights Act of 1964, the ReleaseesAmericans With Disabilities Act, on or by reason 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 “whistleblower” laws, all other laws affecting employment, and all amendments of any matterthose laws. (b) Notwithstanding the foregoing, cause or thing whatsoever that arose prior to the Closing; provided, however, Company and Executive recognize that nothing herein contained in this Section 1 shall in any way release or discharge: (i) Executive’s right to bring any Claim that cannot be deemed to release waived under applicable law; (aii) any right of the Stockholder expressly set forth in the Merger Agreement, including the Executive’s right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement payment in accordance with the terms thereofof the Change in Control Agreement; (iii) Executive’s right to enforce, or bring any Claim for breach of, the Change in Control Agreement; (biv) any liabilities of a Releasee Executive’s right to receive Executive’s equity in connection with any future transactions between the parties that are not related Company pursuant 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 terms of the Companyany equity award agreement, its Affiliates 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. subsidiaries, as applicable; or (bvi) The Stockholder represents that as Executive’s right to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives bring any right or benefits that it has or may have Claim for indemnification under any similar provision of applicable directors and officers liability insurance policy or applicable state or federal law, as applicable (the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional facts“Excluded Claims”).

Release of Claims. (a) Subject to and upon the consummation On behalf of the Merger Executive and the receipt of Executive’s successors, heirs and anyone claiming by or through the Closing Merger Consideration to which the Stockholder is entitledExecutive, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), Executive hereby fully irrevocably and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits releases and forever dischargesdischarges the Company, to the fullest extent permitted by lawits affiliates and subsidiaries, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officersequityholders, directors, managers, officers, employees, counsel and agentsrepresentatives, predecessors, successors, assigns, and the Company Stockholders prior to Closing all persons acting by, through or in concert with them (such personscollectively, the “ReleaseesReleased Parties”), from and against any and all liabilitiesproceedings, demands, rights, causes, actions, causes suits, obligations, liabilities, debts, sums of actionmoney, claimsaccounts, demandsbills, dues, covenants, undertakings, promises, contracts, agreements, complaints, controversies, grievances, damages, judgments, debtsactions, dues claims, losses, costs and suits of every kind, nature expenses (including related attorneys’ fees and description whatsoevercosts), whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute anticipated or contingentunanticipated, unmatured that the Executive may now have or inchoate, both at law and in equity, which the Stockholder or any of the Releasors has ever had, now has or may hereafter have had against any of the Releasees, on or Released Parties by reason of any matteract, cause omission, transaction or thing whatsoever that arose prior event occurring before or on the date of this Separation Agreement (“Claims”), other than: (i) any wages or other compensation due to the Closing; 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 nothing herein shall be deemed the Executive hereby waives the Executive’s right to release any monetary recovery if any administrative agency pursues on the Executive’s behalf any claim against any Released Party (aincluding any claims under the False Claims Act, 31 U.S.C. § 3729, et seq., and similar state Laws),or (viii) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger claims under that certain Indemnification 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 Executive 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) The Stockholder represents that as to each and every claim released hereunderthe limited liability company agreement of EGI-AM Holdings, the Stockholder has received the advice of legal counsel with regard to the releases contained hereinL.L.C., and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that rights incident to ownership of equity, including under the 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; howeverregistration rights agreement between EGI-AM Holdings, the Releasors intend that the general releases herein given shall be L.L.C. and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsExecutive.

Release of Claims. (a) Subject The Borrowers acknowledge and confirm their obligations to and upon the consummation Lenders for repayment of the Merger Loans and indebtedness evidenced by the Notes (the “Indebtedness”), and the receipt Guarantor acknowledges and confirms its obligations to the Agent and the Lenders for the obligations of the Closing Merger Consideration to which Borrowers as set forth in its Guaranty. The Borrowers and the Stockholder is entitledGuarantor further acknowledge and represent that they have no defense, the Stockholdercounterclaim, andoffset, if the Stockholder is a legal entitycross-complaint, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each claim or demand of their respective heirs, Representatives, successors and assigns any kind or nature whatsoever (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject Loan Defenses” ) that can be asserted to reduce or eliminate all or any part of their liability to repay the Indebtedness to the receipt Lenders. To the extent that any such Loan Defenses exist, and for and in consideration of the amounts specified Lenders’ commitments contained in this paragraph) releasesAgreement, acquits the receipt and sufficiency of which are hereby acknowledged, they are hereby fully, forever dischargesand irrevocably released. By their execution below, to for and in consideration of the fullest extent permitted by lawLenders’ commitments contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Borrowers and the Guarantor, for themselves and for their respective successors, executors, heirs, administrators, and assigns, each of Acquiror, Merger Sub, hereby acknowledge and agree that neither the Company, each Lenders nor any of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, servants, representatives, attorneys, loan participants, successors, successors-in-interest, predecessors-in-interest and the Company Stockholders prior assigns (hereinafter referred to Closing (such persons, collectively as the “ReleaseesReleased Parties”) have interfered with or impaired the acquisition, collection, use, ownership, disposition, disbursement, leasing or sale of any of the collateral that secures the Loan (the “Collateral”), and that neither the Borrowers nor the Guarantor have any claim of any nature whatsoever, at law, in equity or otherwise, against the Released Parties, or any of them, as a result of any acts or omissions of the Released Parties, or any of them, under the Loan Documents or in connection with the Loans or the Collateral prior to and including the date hereof. Each of the Borrowers and the Guarantor, for themselves and for their respective successors, executors, heirs, administrators, and assigns, hereby unconditionally waive and release the Released Parties, and forever discharge the Released Parties, of and from and against any and all liabilitiesmanner of action, actionssuits, claims, counterclaims, causes of action, claimsoffsets, demandsdeductions, breach or breaches, default or defaults, debts, dues, sums of money, accounts, deposits, damages, judgmentsexpenses, debtslosses, dues liabilities, costs, expenses, any and suits all demands whatsoever and compensation of every kindkind and nature, nature past, present, and description whatsoeverfuture, whether known or unknownunknown (herein collectively, asserted or unasserted“Claims”) that the Borrowers, suspected or unsuspectedthe Guarantor, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever hadBorrowers’, now has or may hereafter have against any of the ReleaseesGuarantor’s successors, on successors-in-interest, heirs, executors, administrators, or assigns, or any one of them, can or now have or may have at any time hereafter against the Released Parties, or any of them, by reason of any matter, cause cause, transaction, occurrence or omission whatsoever, that happened or has happened on or before the date of this Agreement, on account of or arising from or that is connected in any manner whatsoever with the Loans, the Indebtedness, the Collateral, the Loan Documents, any related documents, or any and all collateral that has served or is serving as security for the Loans or the Loan Documents, or that is related to any and all transactions and dealings with among Lenders, the Borrowers and/or the Guarantor, or any other matter or thing whatsoever that arose prior to has occurred before the Closing; provided, however, that nothing herein shall be deemed to release (a) any right signing of the Stockholder expressly set forth in the Merger Agreement, including the right known or unknown. Any and all such Claims are hereby declared to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby satisfied 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) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained hereinsettled, and having been so advisedthe Borrowers and the Guarantor, specifically waives for themselves and for their respective successors, executors, heirs, administrators, and assigns, each hereby discharge the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives Released Parties from any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true liability with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be any and remain in full force and effect, notwithstanding the discovery or existence of any all such different or additional factsClaims.

Release of Claims. (a) Subject to a. In consideration of BDSI’s execution of this Agreement and BDSI’s obligations hereunder, and based upon the consummation of the Merger mutual promises contained herein and the other good and valuable consideration and actual receipt of the Closing Merger Consideration to which the Stockholder is entitledInitial Payment, the StockholderABPI and ABPI Sub, andon their behalf and on behalf of all of their Affiliates, if the Stockholder is a legal entitydivisions, together with the Stockholder’s employees, owners, stockholders, officers, directors, stockholderslegal representatives, Subsidiaries and Affiliatesinsurers, and each of their respective creditors, related companies, predecessors, successors, heirs, Representatives, successors assigns and assigns personal representatives (such personscollectively, the “ReleasorsAccentia Releasing Parties”), hereby fully and expressly, knowingly, voluntarily, and unconditionally (subject to the receipt of the amounts specified in this paragraph) releasesrelease, acquits acquit and forever dischargesdischarge Parent, to the fullest extent permitted by lawArius, each of Acquiror, Merger Sub, the Company, each and all of their subsidiaries and affiliates and their respective pastAffiliates, present or future divisions, employees, owners, stockholders, officers, directors, employeeslegal representatives, counsel insurers, creditors, related companies, predecessors, successors, heirs, assigns and agents, and the Company Stockholders prior to Closing personal representatives (such personscollectively, the “ReleaseesBDSI Released Parties”), from and against any and all claims, obligations, liabilities, promises, agreements, controversies, damages, actions, causes of action, rights, demands, losses, debts, contracts, commitments or expenses of every kind and nature, including attorneys’ fees, that any of the Accentia Releasing Parties now has, or which it may have against the BDSI Released Parties from the beginning of time up to, through, including, and following, the Approval Date for Agreement, including specifically any matters relating to the Distribution Agreement, any Party’s performance thereunder or breach thereof, the development or commercialization of any products thereunder, the termination thereof, any actual or potential claim that any warrant or other security was required to be issued thereunder, or any such warrant or alleged or actual interest therein (but expressly excluding any obligations, rights, claims or liabilities arising under or as a result of this Agreement). ABPI and ABPI Sub, on their behalf and on behalf of the other Accentia Releasing Parties, covenant and agree not to commence, aid, prosecute or cause to be commenced or prosecuted any action or other proceeding, based upon any claims, demands, obligations, or causes of action relating to, arising under, out of, or in connection with its relationship with the BDSI Released Parties, and ABPI and ABPI Sub further covenant and agree to hold harmless and indemnify the BDSI Released Parties in respect of all losses, claims, damages, judgmentsliabilities, debtsfees, dues penalties or related costs or expenses (including, but not limited to, court costs and suits of every kindattorneys’ fees), nature and description whatsoeversuffered, whether known sustained, incurred, or unknown, asserted required to be paid by the BDSI Released Parties from or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between such action or proceeding by ABPI, ABPI Sub, any Affiliate of either of the parties foregoing, or any other Accentia Releasing Party. The Parties acknowledge that are neither Arius nor Parent are, by their execution of and performance under this Agreement, acknowledging or admitting any matter, fault, or liability. b. In consideration of Accentia’s execution of this Agreement and Accentia’s obligations hereunder, and based upon the mutual promises contained herein and other good and valuable consideration, Parent and Arius, on their behalf and on behalf of 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 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, owners, stockholders, officers, directors, legal representatives, 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 related to commence, aid, prosecute or cause to be commenced or prosecuted any action or other proceeding, based upon any claims, demands, obligations, or causes of action relating to, arising under, out of, or in connection with its relationship with the Merger Agreement Accentia Released Parties (but expressly excluding any obligations, rights, claims, or the transactions contemplated thereby and (c) any employment compensation liabilities arising under or benefits matter affecting any Releasor in his or her capacity as a directorresult of this Agreement). Parent and Arius further covenant and agree to hold harmless and indemnify the Accentia Released Parties in respect of all losses, managerclaims, officer damages, liabilities, fees, penalties or employee of related costs or expenses (including, but not limited to, court costs and attorneys’ fees), suffered, sustained, incurred, or required to be paid by the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different Accentia Released Parties from or in addition to connection with any such action or proceeding by BDSI, Arius, any Affiliate of either of the facts the Releasors now know foregoing, or believe to be true with respect to the subject matter any other BDSI Releasing Party. The Parties acknowledge that neither ABPI nor ABPI Sub are, by their execution of and performance under this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effectacknowledging or admitting any matter, notwithstanding the discovery fault, or existence of any such different or additional factsliability.

Release of Claims. (a) Subject to Guarantor hereby ratifies, reaffirms and upon acknowledges that the consummation 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 Merger Administrative Agent and the receipt of Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with the Closing Merger Consideration to which the Stockholder is entitledBorrower, the Stockholder, and, if the Stockholder is a legal entity, together Parent and Guarantor in connection with the Stockholder’s officersLoans. Guarantor hereby releases the Administrative Agent, directorsLenders, stockholdersand their respective parent corporations, Subsidiaries subsidiaries and Affiliatesaffiliates, any holder of or participant in a Loan, and each of their respective present and former officers, directors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, Representativespersonal representatives, successors and assigns (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “ReleaseesReleased Parties”), from and against any and all liabilities, actions, causes of action, claims, demandsliabilities, damages, judgments, debts, dues actions and suits causes of action of every kindnature or character (collectively, nature and description whatsoeverthe “Claims”), whether known or unknown, asserted direct or unassertedindirect, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and or in equity, which the Stockholder for or because of any matter or things done, omitted or suffered to be done by any of the Releasors ever hadReleased Parties prior to and including the date hereof, now has or may hereafter have against relating to the Loans, the Guaranty, the administration of the Loans, the Credit Agreement, any of the Releasees, on other Loan Documents or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth modifications described in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its SubsidiariesAmendment. (b) The Stockholder represents that as to each and every claim released hereunderIn entering into this Acknowledgement, the Stockholder Guarantor has received the advice of consulted with, and been represented by, legal counsel with regard to the releases contained hereinand expressly disclaims any reliance on any representations, and having been so advised, specifically waives the benefit acts or omissions by any of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder Released Parties and hereby agrees and acknowledges that the Releasors may hereafter discover facts different from validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or in addition to the facts the Releasors now know accuracy, completeness or believe to be true with respect to the subject matter validity hereof. The provisions of this Section 3 shall survive the termination of the Credit Agreement; however, the Releasors intend that other Loan Documents, and the general releases herein given shall be and remain payment in full force and effect, notwithstanding of the discovery or existence of any such different or additional factsObligations under the Credit Agreement.

Release of Claims. As used in this Release of Claims (athis “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement dated October 4, 2016 between TCEH Corp. (the “Company”) Subject to and upon the consummation ▇▇▇▇ ▇▇▇▇▇▇▇▇ (my “Employment Agreement”). For and in consideration of the Merger severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge the receipt Company and each of the Closing Merger Consideration to which the Stockholder is entitledits direct and indirect parent and subsidiary entities, the Stockholderand all of their respective predecessors, andsuccessors, if the Stockholder is a legal entityand past, together with the Stockholder’s officerscurrent, and future parent entities, affiliates, subsidiary entities, investors, directors, stockholdersshareholders, Subsidiaries and Affiliatesmembers, officers, general or limited partners, employees, attorneys, agents, and each representatives, and the employee benefit plans in which I am or have been a participant by virtue of their respective heirs, Representatives, successors and assigns my employment with or service to the Company (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actionsrelating to, causes or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, claimssuit, demandsarbitration, damagesor other proceeding covered by the terms hereof that is or may be initiated, judgmentsprosecuted, debtsor maintained by me or my descendants, dues dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and suits of every kind, nature and description whatsoever, whether release all rights known or unknownunknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, asserted I have no knowledge of any facts or unasserted, suspected circumstances that give rise or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or could give rise to any claims under any of the Releasors ever had, now has or may hereafter laws listed in the preceding paragraph and that I have not filed any claim against any of the ReleaseesReleasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or by reason to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any matterProceeding, cause or thing whatsoever that arose prior including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), except in each case to the Closing; providedextent such Proceeding relates to a claim not waived hereunder. Further, howeverI understand that, by executing this Release, I will be limiting the availability of certain remedies that nothing herein shall be deemed I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (ai) any right of the Stockholder expressly set forth in the Merger Agreement, including the right claims to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement my severance payments and benefits in accordance with the terms thereofof the Employment Agreement, (bii) 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) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true claims with respect to benefits to which I am entitled under the subject matter 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 Agreement; howeverRelease. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the Releasors intend 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 general releases herein given shall 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 remain in full force delivered to the Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and effectbinding on the eighth day after its execution, notwithstanding so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the discovery severance payments and benefits unless this Release is effective on or existence before the date that is sixty (60) days following the date of any such different or additional factsmy termination of employment.

Release of Claims. (a) Subject to and upon the consummation Each of the Merger Borrower and the receipt Parent hereby ratifies, reaffirms and acknowledges that the Loan 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 Closing Merger Consideration to which Borrower and the Stockholder is entitledParent 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 Stockholder, and, if the Stockholder is a legal entity, together Parent and Guarantor in connection with the Stockholder’s officersLoans. Each of the Borrower and the Parent hereby releases Administrative Agent, directorsLenders, stockholdersand their respective parent corporations, Subsidiaries subsidiaries and Affiliatesaffiliates, any holder of or participant in a Loan, and each of their respective present and former officers, directors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, Representativespersonal representatives, successors and assigns (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “ReleaseesReleased Parties”), from and against any and all liabilities, actions, causes of action, claims, demandsliabilities, damages, judgments, debts, dues actions and suits causes of action of every kindnature or character (collectively, nature and description whatsoeverthe “Claims”), whether known or unknown, asserted direct or unassertedindirect, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and or in equity, which the Stockholder for or because of any matter or things done, omitted or suffered to be done by any of the Releasors ever hadReleased Parties prior to and including the date hereof, now has or may hereafter have against relating to the Loans, the administration of the Loans, the Bridge Credit Agreement, any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement other Loan Documents or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor modifications described in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesthis Amendment. (b) The Stockholder represents that as to In entering into this Amendment, each of the Borrower and every claim released hereunderthe Parent has consulted with, the Stockholder has received the advice of and been represented by, legal counsel with regard to the releases contained hereinand expressly disclaims any reliance on any representations, and having been so advised, specifically waives the benefit acts or omissions by any of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder Released Parties and hereby agrees and acknowledges that the Releasors may hereafter discover facts different from validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or in addition to the facts the Releasors now know accuracy, completeness or believe to be true with respect to the subject matter validity hereof. The provisions of this Section 6 shall survive the termination of the Bridge Credit Agreement; however, the Releasors intend that other Loan Documents, and the general releases herein given shall be and remain payment in full force and effect, notwithstanding of the discovery or existence of any such different or additional factsObligations under the Bridge Credit Agreement.

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

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

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

Release of Claims. (a) Subject to In consideration of Lender's agreements contained herein, Borrower and upon the consummation its successors and assigns each hereby fully release, remise and forever discharge Lender and Bank and all of the Merger their past and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s present officers, directors, stockholdersagents, Subsidiaries employees, servants, partners, shareholders, attorneys and Affiliatesmanagers, and each all of their respective heirs, Representativespersonal representatives, predecessors, successors and assigns (such personsassigns, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”)for, from and against any and all liabilitiesclaims, actionsdemands, causes of action, claimscontroversies, demandsoffsets, obligations, losses, damages, judgments, debts, dues and suits liabilities of every kindkind and character whatsoever, nature including without limitation any action, omission, misrepresentation or other basis of liability founded either in tort or contract and description whatsoeverthe duties arising thereunder that Borrower, or any of its successors or assigns has had in the past, or now has, or which may hereafter accrue, whether known or unknown, asserted whether currently existing or unassertedhereafter asserted, suspected relating in any manner to, or unsuspectedarising from or in connection with, absolute the indebtedness evidenced by the Prior Loan Agreement, this Agreement or contingentthe Loan Documents, unmatured any negotiations, loan administration, exercise of rights and remedies, payment, offset with respect to, or inchoateother matter relating to such indebtedness, both at law any collateral securing payment and in equityperformance of such indebtedness, which or any matter preliminary to the Stockholder execution and delivery by Borrower and Lender of this Agreement, or any statement, action, omission or conduct of Lender or Bank or any of the Releasors ever hadtheir officers, now has directors, agents, employees, servants, partners, shareholders, attorneys and managers relating in any manner to such indebtedness, collateral or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; this Agreement; provided, however, that nothing herein the foregoing release and discharge shall be deemed not apply to release (a) any right the obligations of the Stockholder Lender expressly set forth in this Amendment or first arising after the Merger date of this Amendment. Borrower acknowledges and agrees that Lender is not and shall not be obligated in any way to continue or undertake any loan, financing or other credit arrangement with Borrower, including without limitation any renewal of the indebtedness evidenced by the Loan Agreement, including beyond the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its SubsidiariesMaturity Date. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional facts.

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

Release of Claims. (a) Subject to and upon the consummation In consideration of the Merger payments and benefits to be made under the Employment Agreement, dated as of [●] (the “Employment Agreement”), to which [●] (the “Executive”) and At Home RMS Inc., a Delaware corporation (the “Company”) (each of the Executive and the receipt Company, a “Party” and collectively, the “Parties”) are parties, the sufficiency of the Closing Merger Consideration to which the Stockholder is entitledExecutive acknowledges, the StockholderExecutive, and, if the Stockholder is a legal entity, together with the Stockholderintention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Holding (as defined in the Employment Agreement), the Company and each of its and their subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, stockholdersexecutives, Subsidiaries shareholders, agents, attorneys, employees and Affiliatesemployee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of their respective heirs, Representatives, successors and assigns the foregoing (such personscollectively, the “ReleasorsCompany Released Parties”), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actions, causes of action, claimscomplaints, charges, demands, rights, damages, judgments, debts, dues sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and suits liabilities of every kindwhatever kind or nature in law, nature and description whatsoeverequity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executive’s employment with the Company or any of the Releasors ever hadits subsidiaries and affiliates, now has or may hereafter have against any termination of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreementsuch employment, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofclaims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (bii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any liabilities violation 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 applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (civ) for employment discrimination under any employment compensation applicable federal, state or benefits matter affecting any Releasor in his local statute, provision, order or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained hereinregulation, and having been so advisedincluding, specifically waives the benefit of the provisions of Section 1542 without limitation, any claim under Title VII of the Civil Code Rights Act of California which provides 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATamended (“ERISA”), IF KNOWN BY HIM OR HERthe Age Discrimination in Employment Act (“ADEA”), WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under and any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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; howeveranalogous state statute, 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 different or additional facts.excepting only:

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of AcquirorParent, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the stockholders of the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder S▇▇▇▇▇▇▇▇▇▇ has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The (c) Stockholder also specifically waives any right represents and acknowledges that he, she, or benefits that it has or may have under any similar provision read this release and understands its terms and has been given an opportunity to ask questions of the statutory Company’s representatives. Stockholder further represents that in signing this release he, she or non-statutory law it does not rely, and has not relied, on any representation or statement not set forth in this release made by any representative of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from Company or in addition to the facts the Releasors now know or believe to be true anyone else with respect regard to the subject matter matter, basis or effect 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 release or existence of any such different or additional factsotherwise.

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

Release of Claims. (a) Subject to the express provisions hereof, Purchaser acknowledges and upon agrees that Seller does not make any representation or warranty (except for the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholderrepresentations set forth in Section 11.1 above) as to, and, if the Stockholder is a legal entityupon Closing, together with the Stockholder’s officersPurchaser, directorsfor itself, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, its successors and assigns (such persons, the “Releasors”)assigns, hereby fully waives and unconditionally (subject to releases 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, Seller Parties from any present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverat law or in equity, whether known or unknown, asserted foreseeable or unassertedotherwise, suspected arising from or unsuspectedrelating to, absolute the condition of the Property, including without limitation the presence or contingentalleged presence of asbestos, unmatured or inchoateradon, both at law and in equitypetroleum, which the Stockholder 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 Releasors ever hadComprehensive Environmental Response, Compensation and Liability Act of 1980, as the same may have been or may be amended from time to time, and similar state statutes, and any regulations promulgated thereunder, (ii) any other federal, state or local law, ordinance, rule or regulation, now or hereafter in effect, that deals with or otherwise in any manner relates to, environmental matters of any kind, (iii) this Agreement, or (iv) the common law (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, upon Closing, to release all Claims that Purchaser has or may hereafter have against Seller, known or unknown. Notwithstanding any other provisions contained herein, or in any document or instrument delivered in connection with the transfer contemplated hereby, to the contrary (including, without limitation, any language providing for survival of the Releaseescertain provisions hereof or thereof), on or by reason of any matter, cause or thing whatsoever Purchaser hereby acknowledges and agrees that arose (a) prior to Closing, Purchaser’s sole recourse in the Closing; providedevent of Seller default shall be as set forth in Section 10.2 hereof, howeverand (b) except for the Excluded Liabilities (hereafter defined), that nothing any indemnity contained herein shall 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 deemed to release (a) any right have satisfied and fulfilled all of Seller’s covenants and obligations contained in this Agreement and the Stockholder documents delivered pursuant hereto, and Seller shall have no further liability to Purchaser or otherwise with respect thereto. It is expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between agreed among 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) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 16.8 hereof are deemed incorporated, as to Seller, into each of the Civil Code closing documents to be delivered at Closing, except the Limited Warranty Deed to be delivered at Closing and except for any indemnity provision contained in any of California the closing documents to be delivered at Closing, each of which provides as follows: shall not be subject to the terms of Section 16.8. SUBJECT TO THE PRECEDING TWO SENTENCES, THIS RELEASE IS INTENDED TO BE A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATRELEASE. For clarity, IF KNOWN BY HIM OR HERthe releases pursuant to this Section 11.3.3 shall survive the Closing hereunder, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives without limitation by the provisions of Section 16.8 hereof, and shall not be merged into any right deed or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from document delivered at or in addition to connection with 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 different or additional factsClosing.

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

Release of Claims. (a) Subject Effective as of, and contingent upon, the Closing, each Selling Securityholder, on such Selling Securityholder’s behalf and on behalf of any such Selling Securityholder’s heirs or assigns and all Persons that might allege a Claim through such Selling Securityholder or on such Selling Securityholder’s behalf (which, for clarity, excludes any portfolio companies of any venture capital, private equity or angel investor in the Company), hereby knowingly, fully, unconditionally and irrevocably (a) acknowledges and agrees that he, she or it has no rights or entitlements with respect to any shares of Company Capital Stock, Company Options or any other equity interest in the Company or any Subsidiary except as set forth on such Selling Securityholder’s signature page to this Agreement or the Joinder (as applicable), (b) acknowledges and upon the consummation agrees that he, she or it has no current or potential right, title, license, claim or unassigned personal interest of the Merger any kind in or to any Company Owned Intellectual Property or, more generally, to any Company Intellectual Property and the receipt (c) releases, effective as of the Closing Merger Consideration to which the Stockholder is entitledDate, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, Claims and causes of actionaction that such Selling Securityholder has or may have against the Company or any Subsidiary or any present or former director, claimsofficer, demandsmanager, damages, judgments, debts, dues and suits employee or agent of every kind, nature and description whatsoeverthe Company or any Subsidiary, whether asserted or unasserted, known or unknown, asserted contingent or unassertednoncontingent, suspected past or unsuspectedpresent, absolute arising or contingentresulting from or relating, unmatured directly or inchoateindirectly, both at law and in equityto any act, which the Stockholder omission, event or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose occurrence prior to the Closing; providedClosing relating to the Company, howeverany Subsidiary, that the Company Intellectual Property, the Purchased Shares and any rights or interests therein (the “Released Claims”). Notwithstanding anything to the contrary in the foregoing, nothing herein shall in this Section 6.15 will be deemed to constitute release by such Selling Securityholder of (ai) any right of such Selling Securityholder under this Agreement or any other Operative Document, (ii) any right under any existing Contract a Selling Securityholder has with the Stockholder expressly set forth Company that is disclosed in Schedule 2.16 of the Merger AgreementCompany Disclosure Letter, including (iii) any rights to continuing indemnification, exculpation or expense advancement to the right extent provided under (A) the organizational documents of the Company or any Subsidiary that have been provided to receive the Closing Merger Consideration Purchaser, (B) any indemnification agreement to which it may be entitled pursuant to the Merger Agreement Selling Securityholder and the Company or any Subsidiary are parties that is disclosed in accordance with Schedule 2.21 of the terms thereof, Company Disclosure Letter or (bC) any liabilities applicable policy of a Releasee in connection with any future transactions between directors’ and officers’ insurance maintained by the parties Company Group that are not related to is disclosed on Schedule 2.14 of the Merger Agreement or the transactions contemplated thereby Company Disclosure Letter and (civ) any employment compensation if the Selling Securityholder is or benefits matter affecting any Releasor in his was an employee or her capacity as a director, manager, officer or employee other service provider of the Company, its Affiliates (A) rights to accrued but unpaid wages, salaries or its Subsidiariesother cash compensation due to him, her or it that remain unpaid as of the Closing, (B) rights to expense reimbursements for reasonable and necessary business expenses incurred and documented prior to the Closing and consistent with prior expenditures, (C) unreimbursed claims under employee health and welfare plans, consistent with terms of coverage and (D) the entitlement to continuation coverage benefits or any other similar benefits required to be provided by Law. Notwithstanding anything to the contrary in this Agreement, each Selling Securityholder on such Selling Securityholder’s behalf and on behalf of any such Selling Securityholder’s heirs or assigns and all Persons that might allege a Claim through such Selling Securityholder or on such Selling Securityholder’s behalf, hereby knowingly, fully, unconditionally and irrevocably waives any Claim or right of recourse he, she, or it may have against the Company with respect to the Company’s representations and warranties (including any inaccuracies thereof) set forth in Article II and the covenants of the Company set forth in Article V and Article VI. (b) The Stockholder represents that as to each Each of the Initial Selling Stockholders and every claim released hereunderthe Joining Securityholders hereby unconditionally and irrevocably releases, discharges and waives any and all of its rights under any term of the CL Shareholders Agreement, the Stockholder has received Articles of Association or any other agreement between the advice Company and such Selling Securityholder where the exercise of legal counsel any such right would in any way prevent, conflict with, hinder or be inconsistent with regard to the releases contained herein, execution and having been so advised, specifically waives performance of this Agreement or the benefit consummation of the provisions Stock Purchase or any of the other Transactions. (c) Each Selling Stockholder further waives any rights under Section 1542 of the Civil Code of California the State of California, which provides as followsstates: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATRELEASE, WHICH IF KNOWN BY HIM OR HER, WOULD HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional factsDEBTOR.

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

Release of Claims. (a) Subject In order to be certain that this Agreement will resolve any and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledall concerns that you might have, the StockholderCompany requests that you carefully consider its terms, including the release of claims set forth below, and, if in that regard encourages you to seek the Stockholder is a legal entity, together with advice of an attorney before signing this Agreement. (b) For and in consideration of the Stockholder’s officers, directors, stockholders, Subsidiaries special pay and Affiliatesbenefits to be provided to you under this Agreement, and each as a condition of their respective your receipt of such benefits, to which you would not otherwise be entitled, you, on your own behalf and on behalf of your heirs, Representativesbeneficiaries, successors executors, administrators, representatives and assigns (such personsassigns, the “Releasors”)and all others connected with or claiming through you, hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits release and forever discharges, to discharge the fullest extent permitted by law, each Company and all of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective its past, present or and future officers, directors, shareholders, general and limited partners, joint venturers, members, managers, employees, counsel and agents, predecessors, successors and the Company Stockholders prior to Closing (such personsassigns, the “Releasees”)and all others connected with any of them, from and against any and all liabilitiesbenefit plans maintained by the Company and all past, actionspresent and future representatives, agents, trustees, fiduciaries and administrators of such plans, both individually and in their official capacities, from any and all causes of action, claimsrights or claims of any name or nature whatsoever (all, demandscollectively, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever"Claims"), whether known or unknown, asserted which you had in the past, now have, or unassertedmight now have, suspected through the date on which you sign this Agreement, including without limitation Claims in any way resulting from, arising out of or unsuspectedconnected with your employment or its termination or pursuant to any federal, absolute state or contingentlocal law, unmatured regulation or inchoateother requirement, both at law and in equity, which the Stockholder or any including without limitation Title VII of the Releasors ever hadCivil Rights Act of 1964, now has or may hereafter have against any the Age Discrimination in Employment Act, the Americans with Disabilities Act and the fair employment practices statutes of the Releasees, on state or by reason of any matter, cause or thing whatsoever that arose prior states in which you have provided services to the Closing; provided, however, that nothing herein shall be deemed to release Company. (ac) any right of the Stockholder expressly set forth in the Merger This Agreement, including the right release of claims set forth the paragraph immediately above, creates legally binding obligations and the Company therefore encourages and advises you to receive consult an attorney before signing this Agreement. In signing this Agreement, you give the Closing Merger Consideration 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 which it may be entitled pursuant consider its terms and to the Merger Agreement 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. You acknowledge that in accordance with the terms thereofrequirements of the Older Workers Benefit Protection Act, (b) any liabilities the Company is providing you, in EXHIBIT B, a list of a Releasee in connection the 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 any future transactions between the parties that job classifications and ages of all individuals who have not been selected for layoff and therefore 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 Subsidiarieseligible for severance benefits. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional facts.

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

Release of Claims. (a) Subject to and upon the consummation Except as set forth in Section 3 below, in consideration of the Merger payments and benefits described in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, Employee, for himself/herself, his/her heirs, beneficiaries, assigns and legal successors in interest, agrees to fully and forever release, discharge, indemnify and hold harmless each of the Company Entities (including, without limitation, CommerceHub and its direct or indirect parents, subsidiaries, and affiliates), and the receipt respective directors, officers, shareholders, controlling persons, employees, agents, attorneys, and insurers, predecessors in interest, and successors in interest, and any affiliate of any of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns foregoing (such personscollectively, the “ReleasorsReleased Persons”), hereby fully ) of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agentsfrom, and the Company Stockholders prior to Closing (such personsEmployee hereby waives, the “Releasees”), from and against any and all liabilitiesclaims, actionssuits, demands, actions and/or other causes of action, claimswhether for contribution or indemnification, demandsdebts or other sums of money, covenants, contracts, agreements, promises, damages, judgments, debtssettlements, dues and suits fines, penalties or any other demands, liabilities or obligations of every kind, any kind or nature and description whatsoever, whether known in law or unknownat equity, asserted or unasserted, suspected known or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equityunknown, which the Stockholder or any of the Releasors Employee now has, ever had, now has or may hereafter ever claimed to have had (collectively “Claims”) against any of the ReleaseesReleased 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 by reason 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, cause 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 thing whatsoever common law principles; 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 arose prior to the Closing; employment; provided, however, that nothing herein this shall not affect Employee’s right to enforce the terms of the Agreement. Employee acknowledges that Employee intends that this Release shall be deemed effective as a bar to release (a) any right each and every one of the Stockholder 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), if any, as well as those relating to any other Claims hereinabove mentioned or implied that may exist up to and including the date of this Release. 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 in the Merger Agreement shall serve as a 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 or other matter released in this Release or the Agreement. Without in any way limiting the generality of the foregoing release of Claims, Employee agrees that, other than the payment(s) in Sections 2 (Retention Benefits) and 4 (Vacation Pay) of the Agreement, Employee is not entitled to any other compensation, remuneration, bonus, severance, benefit, compensation, payment or incentive (including the any capital stock, stock option, stock appreciation right to receive the Closing Merger Consideration to which it may be entitled or any other equity-based incentive) or any reimbursement of any expenses of any kind or nature or expectation of remuneration from any Released Person, whether pursuant to 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 pre-existing or the transactions contemplated thereby and (c) any employment compensation contemporaneous oral or benefits matter affecting any Releasor in his written agreement or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesotherwise. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional facts.

Release of Claims. (a) Subject The Borrower may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Credit Agreement or the other Loan Documents. The Administrative Agent, the Lenders, the Issuing Lender, the Swingline Lender, and upon the consummation Borrower desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus the Borrower makes the releases contained in this Section 14. In consideration of the Merger Administrative Agent and the receipt Lenders entering into this Amendment, the Borrower hereby fully and unconditionally releases and forever discharges each of the Closing Merger Consideration to which the Stockholder is entitledAdministrative Agent, the StockholderLenders, andthe Issuing Lender, if the Stockholder is a legal entitySwingline Lender and their respective directors, together with the Stockholder’s officers, directorsemployees, stockholderssubsidiaries, Subsidiaries and Affiliatesbranches, and each of their respective heirsaffiliates, Representativesattorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (such personscollectively, the “ReleasorsReleased Parties”), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actionsallegations, causes of action, claimscosts or demands and liabilities, demandsof whatever kind or nature, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverarising prior to the date on which this Amendment is executed, whether known or unknownunknown to the Borrower on the date hereof, whether liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, absolute anticipated or contingent, unmatured or inchoate, both at law and in equityunanticipated, which the Stockholder Borrower has against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, in each case, arising out of the Loans, the Obligations, the Credit Agreement or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger AgreementLoan Documents, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofadministration or enforcement thereof (collectively, (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 all of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunderforegoing, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY“Claims”). The Stockholder also specifically waives any right or benefits Borrower represents and warrants that it has no knowledge of any Claim by it against the Released Parties or may have under of any similar provision facts or acts or omissions of the statutory or non-statutory law Released Parties which on the date hereof would be the basis of any other jurisdictiona Claim by the Borrower against the Released Parties which is not released hereby. The Stockholder acknowledges Borrower represents and warrants that the 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 foregoing constitutes a full and complete release 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 different or additional factsall Claims.

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt Effective as of the Closing Merger Consideration to which Date, Holder, for itself and its Affiliates (as defined below), whether an Affiliate as of the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and AffiliatesClosing Date or hereafter becoming an Affiliate, and for each of their respective predecessors, successors, assigns, heirs, Representativesrepresentatives, successors and assigns agents and for all related parties, and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (such personscollectively, the “ReleasorsHolder Parties”) hereby irrevocably, unconditionally and forever releases, discharges and remises CMGR and each of its Affiliates (whether an Affiliate as of the Closing Date or later), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective pastpredecessors, present or future officerssuccessors, directorsassigns, employeesheirs, counsel and agentsrepresentatives, and the Company Stockholders prior to Closing agents and for all related parties and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (such personscollectively, the “ReleaseesCMGR Parties”), from and against all claims of any type and all liabilities, manner of action and actions, cause and causes of action, claimssuits, demandsdebts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, debtsexecutions, dues claims and suits of every kind, nature and description demands whatsoever, whether in law or in equity, known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or that any of the Releasors ever had, Holder Party may have now has or may hereafter have in the future, against any of the ReleaseesCMGR Parties to the extent that those claims arose, may have arisen, or are based on events which occurred at any point in the past up to and including the Closing Date, to the extent related to or arising out of or in connection with the Debt or the Note, but excluding any claims arising out of or pertaining to this Agreement (collectively, the “Holder Released Claims”). Holder represents and warrants that no Holder Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Holder Released Claims released herein are owned by 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 reason of any matteror is under common Control with, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release specified Person; (ii) “Control” means (a) any right the possession, directly or indirectly, of the Stockholder expressly set forth in power to vote 10% or more of the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofsecurities or other equity interests of a Person having ordinary voting power, (b) any liabilities the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement Person, by contractor otherwise, or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as being a director, managerofficer, officer executor, trustee or employee fiduciary (or their equivalents) of the Companya Person or a Person that controls such Person; and (iii) “Person” means a natural person, its Affiliates a corporation, a limited liability company, a partnership, an association, a trust or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from entity or in addition to the facts the Releasors now know organization, including a government 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 political subdivision or existence of any such different agency or additional factsinstrumentality thereof.

Release of Claims. (ai) Subject to The Holder acknowledges and upon the consummation agrees on behalf of itself and each of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledHolder’s trustees, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officersbeneficiaries, directors, officers, managers, employees, Affiliates, Subsidiaries, stockholders, Subsidiaries and Affiliatesmembers, and each of their respective partners, agents, representatives, heirs, Representativesexecutors, administrators, estate, predecessors, successors and assigns (such personseach, the a “ReleasorsHolder Releasing Party”), that each Holder Releasing Party hereby fully unconditionally, irrevocably and unconditionally (subject to the receipt of the amounts specified in this paragraph) forever releases, acquits and forever dischargesdischarges Quellis, to the fullest extent permitted by lawFirst Step Surviving Company, the Surviving Company and the Company (each a “Company Beneficiary”) and each of Acquirorsuch Company Beneficiary’s respective current and former directors, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directorsmanagers, employees, counsel and representatives, agents, members, stockholders, parents, Affiliates, Subsidiaries, predecessors, successors, and the assigns (each, a “Company Stockholders prior to Closing (such personsReleased Party” and collectively, the “ReleaseesCompany Released Parties”), ) from and against any and all liabilitiesrights, actions, causes of action, lawsuits, claims, controversies, demands, damagesliabilities, judgmentsobligations, debtslosses and damages (including reasonable attorneys’ fees and costs incurred or to be incurred) (collectively, dues “Claims”) that arise out of or are related to the conduct, management or operation of the business and suits affairs of every kindQuellis, nature and description whatsoeveror any act, whether omission, event, or occurrence relating to (x) Quellis, (y) the Holder’s ownership of the Original Warrant, or (z) any rights or interests in any other securities of Quellis (including any options to acquire capital stock of Quellis), in law or in equity, known or unknown, asserted or unasserted, suspected or unsuspected, absolute matured or contingentunmatured, unmatured contingent or inchoatevested, both at law and in equityof any kind or nature or description whatsoever, which from the Stockholder or beginning of time to the First Effective Time, that any of the Releasors ever Holder Releasing Party had, now presently has or may hereafter have or claim or assert to have against any Company Released Party, including with respect to the treatment of the Releasees, on or by reason Original Warrant in the Merger and/or any breach of any matter, cause or thing whatsoever fiduciary duty in connection with the approval of the Merger Agreement and the transactions contemplated thereby that arose prior to the Closing; Holder Releasing Party may have against the Company Released Parties; provided, however, that nothing herein such release shall be deemed not apply to release (a) claims which may not be waived as a matter of law, or (b) any right rights of the Stockholder expressly set forth in any Holder Releasing Party under (1) the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled (2) any agreement entered into by any Holder Releasing Party pursuant to the Merger Agreement in accordance with the terms thereof, (bincluding this Warrant) or (3) any liabilities indemnification or exculpation provisions set forth in the certificate of a Releasee incorporation or bylaws of Quellis or any indemnification agreement disclosed in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its SubsidiariesCompany Disclosure Letter. (bii) The Stockholder represents Holder acknowledges that as to each the Holder has read and every claim released hereunder, the Stockholder has 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 understands Section 1542 of the Civil Code of the State of California (“Section 1542”), which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional facts.:

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) Subject to and upon the consummation by Sunbeam Americas Holdings Ltd. Master Pension Trust for approximately $26,000, each of the Merger Borrower and the receipt other Loan Parties hereby unconditionally and irrevocably release, waive, acquit and discharge all liabilities, claims, suits, debts, liens, losses, causes of the Closing Merger Consideration to which the Stockholder is entitledaction, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent (collectively, the Stockholder“Claims”) which any of them may have or claim to have against LCPI and ▇▇▇▇▇▇ Brothers Special Financing Inc. (“LBSF”) (whether in their capacities as an agents, andlenders, if the Stockholder is a legal entityhedging counterparties or otherwise), together with the Stockholder’s officerstheir parents, directorssubsidiaries, stockholders, Subsidiaries affiliates and Affiliates, shareholders and each of their respective heirsagents, Representativesemployees, officers, directors, representatives, attorneys, successors and assigns (such personscollectively, the “Releasors▇▇▇▇▇▇ Released Parties”)) by reason of any matter, cause or thing whatsoever occurring from the beginning of the world to the date hereof, in any manner related to Claims arising out of or in connection with the Loan Documents, any obligations thereunder or any other agreement or transaction contemplated thereby or any action taken in connection therewith and all foreign exchange forward and commodities hedging contracts entered into between Borrower and LBSF and assignees, if any, or any other agreement or transaction contemplated thereby or any action taken in connection therewith. Each of the Borrower and the other Loan Parties further agree forever to refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any ▇▇▇▇▇▇ Released Parties with respect to any and all of the foregoing described released, waived, acquitted and discharged Claims or from exercising any right or recoupment of setoff that it may have under a master netting agreement or otherwise against any ▇▇▇▇▇▇ 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 obligations of the Borrower and the other Loan Parties expressly set forth in this Amendment or the Resignation and Assignment Agreement, including, without limitation, Section 1.1(b) of the Resignation and Assignment Agreement, and the obligations of the Borrower and the Loan Parties to LCPI in its capacity as a Term Loan Lender, LCPI and LBSF, for themselves and on behalf of the other ▇▇▇▇▇▇ Released Parties, hereby fully unconditionally and unconditionally (subject irrevocably release, waive, acquit and discharge all Claims which any of them may have or claim to have against the receipt of Borrower and the amounts specified in this paragraph) releasesother Loan Parties, acquits their parents, subsidiaries, affiliates and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, shareholders and each of their subsidiaries and affiliates and their respective pastagents, present or future employees, officers, directors, employeesrepresentatives, counsel attorneys, successors and agents, and the Company Stockholders prior to Closing assigns (such personscollectively, the “ReleaseesJarden Released Parties”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on ) upon or by reason of any matter, cause or thing whatsoever that arose prior occurring from the beginning of the world to the Closing; provided, however, that nothing herein shall be deemed date hereof in any manner related to release (a) any right Claims arising out of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee or in connection with the Loan Documents, any future transactions between the parties that are not related to the Merger Agreement obligations thereunder or the transactions any other agreement or transaction contemplated thereby or any action taken in connection therewith and (c) all foreign exchange forward and commodities hedging contracts entered into between Borrower and LBSF and assignees, if any, or any employment compensation other agreement or benefits matter affecting transaction contemplated thereby or any Releasor action taken in his or her capacity as a director, manager, officer or employee connection therewith. LCPI and LBSF for themselves and on behalf of the Companyother ▇▇▇▇▇▇ Released Parties, its Affiliates further agree forever that LCPI, LBSF and the other ▇▇▇▇▇▇ Released Parties will refrain from commencing, instituting or its Subsidiaries. (b) The Stockholder represents that as prosecuting any lawsuit, action or other proceeding against any Jarden Released Parties with respect to each any and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit all of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATforegoing described released, IF KNOWN BY HIM OR HERwaived, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives acquitted and discharged Claims or from exercising any right or benefits recoupment of setoff that it has or may have under a master netting agreement or otherwise against any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true Jarden Released Party with respect to Obligations under the subject matter Loan Documents. Each of the Jarden Released Parties shall be a third party beneficiary 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 different or additional facts.

Release of Claims. (a) Subject to and upon the consummation Effective as of the Merger Effective Date, each Party, for itself and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliatesits Affiliates (as defined below), and each of their respective predecessors, successors, assigns, heirs, Representativesrepresentatives, successors and assigns agents and for all related parties, and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (such personscollectively, the “ReleasorsReleasor Parties”) hereby irrevocably, unconditionally and forever release, discharge and remise the other Party and its Affiliates (whether an Affiliate as of the Effective Date or later), 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”), hereby fully from all claims of any type and unconditionally (subject 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 Releasor Party may have now or may have in the future, against any of the Released Parties to the receipt of extent that those claims arose, may have arisen, or are based on the amounts specified in this paragraph) releases, acquits Share Purchase Agreement or the transactions contemplated therein and forever discharges, to the fullest extent permitted by lawthat those claims arose, each of Acquirormay have arisen, Merger Sub, or events which occurred at any point in the Company, each of their subsidiaries past up to and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and including the Company Stockholders prior to Closing Effective Date (such personscollectively, the “ReleaseesReleased Claims”). Each Party represents and warrants that no Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Released Claims released herein are owned by the Party releasing the same, which has the respective sole authority to release them. Each releasing Party, on behalf of itself and its related Releasor Parties, agrees that it shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Released Claim which is released and discharged herein. (b) Each of the Parties agrees not to file for themselves or on behalf of any other parties including their related Releasor Parties, any claim, charge, complaint, action, or cause of action against any Released Party related to the Released Claims, and further agrees to indemnify and save harmless each Released Party from and against any and all liabilitieslosses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by any such Releasor 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, 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, claimscaused to be filed, demandsor presently is a party to any claim, damagescomplaint, judgmentsor 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, debtsthe 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, dues and suits of every kind“Affiliate” means, nature and description whatsoeverwith respect to a specified Person, whether known any other Person that directly or unknownindirectly Controls, asserted is Controlled by or unassertedis under common Control with, suspected or unsuspectedthe specified Person. “Person” means a natural person, absolute or contingenta corporation, unmatured or inchoatea limited liability company, both at law and in equitya partnership, which the Stockholder an association, trust or any of the Releasors ever had, now has other entity or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release organization. “Control” means (a) any right the possession, directly or indirectly, of the Stockholder expressly set forth in power to vote 50% or more of the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofsecurities or other equity interests of a Person having ordinary voting power, (b) any liabilities the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement Person, by contractor otherwise, or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as being a director, managerofficer, officer executor, trustee or employee fiduciary (or their equivalents) of the Company, its Affiliates a Person or its Subsidiariesa Person that controls such Person. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional facts.

Release of Claims. (a) Subject to and upon the consummation In consideration of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledforegoing, the Stockholderadequacy of which is hereby expressly acknowledged, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries Executive hereby unconditionally and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits irrevocably releases and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such personsapplicable law permits, the “Releasees,” as defined in subparagraph 8(b) below, from any and every action, cause of action, complaint, claim, demand, legal 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 and past, present and future Affiliates (as defined in Paragraph 9 below), subsidiaries, divisions and parent corporations, including, without limitation, any such matter arising from the negligence, gross negligence or willful misconduct of the 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 against officers’ liability and insurance policy, as in effect from time to time, to which he would otherwise be entitled. (b) The parties intend this release to cover any and all liabilitiesExecutive Released Claims, actionswhether arising under any employment contract (express or implied), causes policies, procedures or practices of actionany of the Releasees, and/or by any acts or omissions of any of the Releasees’ agents or employees or former agents or employees including from all claims, demands, damages, judgmentssums of money, debtswages, dues and employee or other benefits, causes of action, attorney’s fees, suits at law or in equity of every kind, nature and description whatsoeverwhatever kind or nature, whether known or unknown, unknown or previously asserted or unassertednot, suspected including, but not limited to, any claim or unsuspectedproceeding under the federal Age Discrimination in Employment Act, absolute 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 contingentany claims arising from violations of the Sarbanes Oxley Act of 2002, unmatured 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 inchoatethe qui tam provisions of the False Claims Act, both at or from violation of any other federal, state or local civil rights law or any other statute, constitutional provision, executive order, law or ordinance or pursuant to common law, including any tort, contract or other claims, any claims relating to any aspect of Executive’s employment with the Company, or otherwise arising out of any relationship between the Company and in equityExecutive, and any claims arising as a result of any matter or thing done, omitted or suffered to be done prior to and including the date upon which Executive signs below. Executive agrees that it is his intent that this release shall discharge the Stockholder Company and others noted above to the maximum extent permitted by law. 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 Releasors ever hadreleased parties and the Company specifically denies any liability to Executive or to anyone else. As such, now has or may hereafter have against any it is expressly acknowledged and agreed that this release is a general release, representing a full and complete disposition and satisfaction of all of the Company Releasees, on ’ real or by reason of any matter, cause or thing whatsoever that arose prior alleged waivable legal obligations to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance Executive 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 specific exceptions noted above. The term “Releasees” means the Company, its Affiliates or its Subsidiariespredecessors, successors and assigns and past, present and future Affiliates, subsidiaries, divisions and parent corporations and all their respective past, present and future officers, directors, shareholders, employee benefit plan administrators, employees and agents, individually and in their respective capacities. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional facts.

Release of Claims. (a) Subject to and upon the consummation Effective as of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitleddate hereof, the StockholderLender, andon behalf of itself and its Affiliates, if the Stockholder is a legal entitysuccessors and assigns, together with the Stockholder’s officershereby unconditionally and irrevocably and forever releases and discharges Minim, its Affiliates, successors and assigns, and any of their respective present or former equityholders, directors, stockholdersmanagers, Subsidiaries and Affiliatesofficers, and each of their respective heirs, Representatives, successors and assigns employees or agents (such personscollectively, the “ReleasorsMinim Released Parties”), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agentsfrom, and the Company Stockholders prior to Closing (such personshereby unconditionally and irrevocably waives, the “Releasees”), from and against any and all claims, debts, losses, expenses, proceedings, covenants, liabilities, actionsjudgments, damages, actions and causes of action, claimsobligations, demands, damages, judgments, debts, dues accounts and suits liabilities of every kind, nature and description any kind or character whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute in contract, direct or contingentindirect, unmatured or inchoate, both at law and or in equity, which equity that the Stockholder Lender or any of the Releasors its Affiliates ever had, now or as of the date hereof has or may hereafter have against any of the ReleaseesMinim Released Party, on for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever that arose arising prior to the Closing; provided, however, date hereof to the extent relating to the Debt Obligations or arising under the Loan Documents (the “Lender Released Claims”); provided that nothing herein shall be deemed in this Section 4(a) will operate to release (a) any right liability or obligation of any Minim Released Party from, and the Stockholder expressly set forth in the Merger Lender Released Claims shall not include any liability, obligation or claims arising out of or under this Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that Effective as to each of the date hereof, Minim, on behalf of itself and every claim released hereunderits Affiliates, successors and assigns, hereby unconditionally and irrevocably and forever releases and discharges the Lender, its Affiliates, successors and assigns, and any of its present or former equityholders, directors, managers, officers, employees or agents (collectively, the Stockholder “Lender Released Parties”), of and from, and hereby unconditionally and irrevocably waives, any and all claims, debts, losses, expenses, proceedings, covenants, liabilities, judgments, damages, actions and causes of action, obligations, accounts and liabilities of any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract, direct or indirect, at law or in equity that Minim or any of its Affiliates ever had, or as of the date hereof has received the advice against any Lender Released Party, for or by reason of legal counsel with regard any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever arising prior to the releases contained hereindate hereof to the extent relating to the Debt Obligations or arising under the Loan Documents (the “Minim Released Claims”); provided that nothing in this Section 4(b) will operate to release any liability or obligation of any Lender Released Party from, and having been so advisedthe Minim Released Claims shall not include any liability, specifically waives the benefit obligation or claims arising out of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional facts.

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, members, stockholders, Subsidiaries subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully fully, unconditionally and unconditionally irrevocably (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of AcquirorParent, Merger Sub, the Company, each of their subsidiaries and affiliates Affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the stockholders of the Company Stockholders prior to the Merger Closing (such persons, the “Releasees”), from and against any and all commitments (including any right to acquire or receive Company Common Stock before the Effective Time), liabilities, actions, charges, complaints, agreements, controversies, causes of action, claims, counterclaims, demands, damages, liabilities, obligations, judgments, debts, costs, expenses, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; Merger Closing (collectively, “Claims”); provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariessubsidiaries. (b) The 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. Stockholder acknowledges, on behalf of itself and the other Releasors, that the inclusion of such unknown Claims in this Agreement was separately bargained for and was a key element of the release set forth in this Section 17. 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 respect to any and all Claims released under this Section 17 and agree that 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 Claim released hereunder, the Stockholder ▇▇▇▇▇▇▇▇▇▇▇ has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right (c) Stockholder, on behalf of itself and the other Releasors, represents and acknowledges that he, she, or benefits that it has or may have under any similar provision read this release and understands its terms and has been given an opportunity to ask questions of the statutory Company’s representatives. Stockholder further represents, on behalf of itself and the other Releasors, that in signing this release he, she or non-statutory law it does not rely, and has not relied, on any representation or statement not set forth in this release made by any representative of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from Company or in addition to the facts the Releasors now know or believe to be true anyone else with respect regard to the subject matter matter, basis or effect 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 release or existence of any such different or additional factsotherwise.

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) Subject to and upon (in the consummation case of Disability), Sections 6(e) or 6(f) (other than the Accrued Obligations) of the Merger and Employment Agreement to which this release is attached as Exhibit A (the receipt of the Closing Merger Consideration “Employment Agreement”), to which the Stockholder is Executive would not otherwise be entitled, and except as otherwise set forth in this Agreement, does hereby release and forever discharge _____________________ (the Stockholder“Company”), andits subsidiaries, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representativesaffiliated companies, successors and assigns assigns, and its current or former directors, officers, employees, shareholders or agents in such capacities (such personscollectively with the Company, the “ReleasorsReleased Parties”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claimssuits, demandscontroversies, damages, judgments, debts, dues claims and suits of every kind, nature and description demands whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on for or by reason of any matter, cause or thing whatsoever whatsoever, whether known or unknown including, but not limited to, all claims under any applicable laws arising 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 job or incurred as a result of loss of employment. Executive acknowledges that arose the Company encouraged him to consult with an attorney of his choosing, and 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 paragraph 1 that may have existed on or prior to the Closing; provideddate hereof. Notwithstanding anything in this paragraph 1 to the contrary, however, that nothing herein this General Release of Claims shall be deemed not apply to release (ai) any right rights to receive any payments or benefits pursuant to Section [ ] of the Stockholder expressly set forth in the Merger Employment Agreement, including (ii) any rights or claims that may arise as a result of events occurring after the right to receive date this General Release of Claims is executed, (iii) any indemnification rights Executive may have as a former officer or director of the Closing Merger Consideration to which it may be entitled pursuant to Company or its subsidiaries or affiliated companies, (iv) any claims for benefits under any directors’ and officers’ liability policy maintained by the Merger Agreement Company or its subsidiaries or affiliated companies in accordance with the terms thereofof such policy, and (bv) 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 rights as a director, manager, officer or employee holder of equity securities of the Company. In addition, its Affiliates or its Subsidiaries. (b) The Stockholder represents Executive hereby acknowledges and agrees that as to each he has read and every claim released hereunder, the Stockholder has 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 understand Section 1542 of the Civil Code of California the State of California, which provides reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATIn connection with such waiver and the above releases, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder Executive acknowledges that the Releasors he is aware that he may hereafter discover facts different from or in addition to the facts the Releasors or different from those which he now know knows or believe believes to be true with respect true, but that it is his intention hereby to the subject matter of 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; however, the Releasors intend that the general releases . The release given herein given shall be and remain in effect as full force and effect, complete releases notwithstanding the discovery or existence of any such additional or different facts. Executive hereby expressly waives and relinquishes all rights and benefits under that Section and any law or additional factslegal principle of similar effect in any jurisdiction with respect to the Executive’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 and his waiver of said Section and its protections is knowing and voluntary.

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

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

Release of Claims. As used in this Release of Claims (athis “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement dated October 4, 2016 between TCEH Corp. (the “Company”) Subject to and upon the consummation ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ (my “Employment Agreement”). For and in consideration of the Merger severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge the receipt Company and each of the Closing Merger Consideration to which the Stockholder is entitledits direct and indirect parent and subsidiary entities, the Stockholderand all of their respective predecessors, andsuccessors, if the Stockholder is a legal entityand past, together with the Stockholder’s officerscurrent, and future parent entities, affiliates, subsidiary entities, investors, directors, stockholdersshareholders, Subsidiaries and Affiliatesmembers, officers, general or limited partners, employees, attorneys, agents, and each representatives, and the employee benefit plans in which I am or have been a participant by virtue of their respective heirs, Representatives, successors and assigns my employment with or service to the Company (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actionsrelating to, causes or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, claimssuit, demandsarbitration, damagesor other proceeding covered by the terms hereof that is or may be initiated, judgmentsprosecuted, debtsor maintained by me or my descendants, dues dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and suits of every kind, nature and description whatsoever, whether release all rights known or unknownunknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, asserted I have no knowledge of any facts or unasserted, suspected circumstances that give rise or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or could give rise to any claims under any of the Releasors ever had, now has or may hereafter laws listed in the preceding paragraph and that I have not filed any claim against any of the ReleaseesReleasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or by reason to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any matterProceeding, cause or thing whatsoever that arose prior including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), except in each case to the Closing; providedextent such Proceeding relates to a claim not waived hereunder. Further, howeverI understand that, by executing this Release, I will be limiting the availability of certain remedies that nothing herein shall be deemed I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (ai) any right of the Stockholder expressly set forth in the Merger Agreement, including the right claims to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement my severance payments and benefits in accordance with the terms thereofof the Employment Agreement, (bii) 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) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true claims with respect to benefits to which I am entitled under the subject matter 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 Agreement; howeverRelease. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the Releasors intend 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 general releases herein given shall 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 remain in full force delivered to the Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and effectbinding on the eighth day after its execution, notwithstanding so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the discovery severance payments and benefits unless this Release is effective on or existence before the date that is sixty (60) days following the date of any such different or additional factsmy termination of employment.

Release of Claims. (a) Subject to 6.8.1.1 Each Seller hereby irrevocably and upon unconditionally releases and forever discharges the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledCorporation, the StockholderSubsidiary, andtheir respective directors, if the Stockholder is a legal entity, together with the Stockholder’s officers, directorsemployees, stockholdersshareholders and representatives, Subsidiaries and Affiliates, and each of their respective heirs, Representativesexecutors, administrators, legal representatives, successors and assigns (all such persons, the “Releasors”), hereby fully persons and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, entities being called the “Releasees”)) from: (A) all Claims which such Seller or his/her heirs, from executors, administrators, legal representatives, successors and assigns (the “Releasing Parties”) ever had, now have, or may in the future have against any and all liabilitiesof the Releasees by reason of any cause, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoevermatter or thing, whether known or unknown, asserted occurring on or unassertedprior to the Closing and (B) any and all obligations, suspected responsibilities, liabilities and debts to any of the Releasing Parties of any kind or unsuspectednature whatsoever based upon any facts, circumstances, or matters occurring at or prior to the Closing, whether absolute or contingent, unmatured known or inchoateunknown. However, both at law 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 equityor arising out of this Agreement or any other agreement entered into in connection herewith, which (ii) any obligation of the Stockholder Corporation to such Seller as an employee, officer or director of the Corporation for accrued and 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 the Corporation or any of its Affiliates in effect on or prior to the Releasors ever hadClosing, now has the rights to indemnification and advancement in such Seller’s favor described in this Agreement or the rights to indemnification and advancement set forth in the articles, bylaws or other Constating Documents of the Corporation, and (iv) any claim that may hereafter have not be released as a matter of applicable law. 6.8.1.2 Each Seller, jointly and severally, for itself and each of its 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 severally, for itself and each of its Releasing Parties, hereby irrevocably covenants to refrain from, directly or indirectly through the Corporation or otherwise, asserting any Claim, or commencing, instituting or causing to be commenced, any Claim of any kind against any of the Releasees, on Releasee before any Governmental Authority or other forum by reason of any mattermatters released hereby. Such Seller, cause or thing whatsoever that arose prior jointly and severally, for itself and each of its Releasing Parties, represents to the Closing; providedReleasees that such Seller has not assigned or transferred or purported to assign or transfer to any Person all or any part of, howeveror any interest in, that nothing herein shall be deemed to release any Claim (aat law or in equity) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law Loss of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from nature, character or in addition to the facts the Releasors now know description whatsoever, which is or believe which purports to be true with respect to the subject matter of released or discharged by 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 different or additional factsSection 6.8.

Release of Claims. (a) Subject to In consideration for the Separation Benefits and upon the consummation performance of the Merger Company of its obligations herein in connection therewith, Consultant, individually and on behalf of Consultant’s heirs, executors, administrators, attorneys or representatives, successors and assigns (hereinafter collectively referred to as the receipt “Consultant Parties”), hereby voluntarily, knowingly and willingly releases and forever discharges the Company and each of the Closing Merger Consideration to which the Stockholder is entitledits parents, the Stockholder, and, if the Stockholder is a legal entitysubsidiaries and affiliates, together with each of the Stockholder’s foregoing entities’ respective owners, principals, partners, officers, directors, stockholdersemployees, Subsidiaries agents, members, managers, attorneys, employee benefits plans and Affiliatessuch plans’ administrators, fiduciaries, trustees, record keepers and service providers, and each of their respective heirspredecessors, Representativessuccessors, successors and assigns (such persons, hereinafter collectively referred to as the “ReleasorsCompany Parties”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesrights, claims, charges, actions, causes of action, claimscomplaints, demandsgrievances, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, judgments, debts, dues and suits demands or liabilities of every kindkind whatsoever, nature and description whatsoeverin law or in equity, whether known or unknown, asserted or unasserted, suspected or unsuspectedunsuspected (collectively, absolute “Claims”) which Consultant or contingentConsultant’s executors, unmatured administrators, successors or inchoate, both at law and in equity, which the Stockholder or any of the Releasors assigns ever had, now has have or may hereafter claim to have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior whatsoever, arising from the beginning of time up to the Closing; Separation Date including, but not limited to (1) any such Claims relating in any way to Consultant’s service relationship with the Company or any other Company Party, or the termination thereof, (2) any Claims arising under any agreement between the Company and Consultant, (3) any Claims related to any right to stock options, common stock, equity or other equity interest in any of the Company Parties; and (4) any such Claims arising under Israeli law or any United States, state, or local statute or regulation; provided, however, that notwithstanding the foregoing, nothing herein contained in this Section shall be deemed in any way diminish or impair: (A) Consultant’s ability to release commence proceedings to enforce this Agreement; and (aB) any right of Claims Consultant may have that cannot be waived under applicable law (collectively, the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries“Excluded Claims”). (b) The Stockholder Consultant represents that as to each and every claim released hereunderwarrants that, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true except with respect to the subject matter Excluded Claims, Company and 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; however, 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 Releasors intend that Company Parties hereby voluntarily, knowingly and willingly release and forever discharge the general releases herein given shall be Consultant and remain 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 full force and effectlaw or in equity, notwithstanding whether known or unknown, suspected or unsuspected (collectively, “Claims”) which the discovery Company Parties or existence 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 duty, 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 rights which arise after the date on which the Consultant countersigns this Agreement with respect to matters that occurred after such different date, (iii) any claims of fraud, fraudulent activity, or additional factsotherwise illegal conduct, or (iv) any claims that are not otherwise waivable under applicable law.

Release of Claims. (a) Subject to and upon the consummation The Parties agree as follows: a. Except as provided herein, as of the Merger Effective Date, in consideration for the Company’s payment of the Legal Fees and the receipt promises, waivers, releases and other consideration provided herein, each member of the Closing Merger Consideration Sophis Group, to which the Stockholder is entitledmaximum extent permitted by law, hereby irrevocably and unconditionally releases and discharges the StockholderCompany and its past or present predecessors, andparents, if the Stockholder is a legal entitysubsidiaries, together with the Stockholder’s Affiliates, successors, assigns, officers, directors, stockholders, Subsidiaries attorneys, and employees, and any related or affiliated corporations or entities, and their past or present predecessors, parents, subsidiaries, Affiliates, and each of their respective heirssuccessors, Representativesassigns, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, stockholders, attorneys, and employees, counsel and agentsany person or entity acting through or in concert with any of the preceding persons or entities (all of the preceding persons and entities, severally and in the Company Stockholders prior aggregate, will be referred to Closing (such persons, the as “Releasees”), jointly and severally, of and from and against any and all liabilities, actions, causes of action, claims, demands, debts, reckonings, contracts, agreements, covenants, damages, judgments, debtsexecutions, dues liabilities, appeals, obligations, attorney’s fees, causes of action and suits of every kind, kind and nature and description whatsoever, whether direct or derivative, from the beginning of time to the Effective Date, foreseen or unforeseen, known or unknown, asserted or unasserted, suspected or unsuspectedwhich may be hereafter claimed to arise out of any action, absolute inaction, event or contingentmatter occurring prior to and including the Effective Date, unmatured including, but not limited to, all claims for punitive damages, or inchoateattorney’s fees and costs, both at law 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 equitythis Agreement, which that the Stockholder or any of the Releasors ever Sophis Group Parties have had, now has have, or may hereafter have against any Releasees, including, without limitation, any claims for breaches of fiduciary duties of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right officers and directors of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee Company in connection with any future transactions between actions whatsoever taken by them at any time prior to and including the parties that are not related Effective Date (the “Sophis Group Release”). b. Except as provided herein, as of the Effective Date, in consideration for the Sophis Group’s promises, waivers, releases and other consideration herein provided, the Company and its current directors and executive officers, to the Merger Agreement 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 transactions contemplated thereby “Sophis Released Group”), jointly or severally, of from any and (c) 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 compensation or benefits matter affecting any Releasor in his or her capacity as a directorat the Company, manager, officer or employee ownership of securities of the Company, its Affiliates 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 Subsidiaries. (b) The Stockholder represents that as favor, including, without limitation, claims that, had they been known, might have affected the decision to each and every claim released hereunderenter into this Agreement, or to provide the releases set forth in this Section 9. In connection with such any such claims, the Stockholder has received the advice of legal counsel with regard Parties agree that they intend to the releases contained hereinwaive, relinquish, and having been so advisedrelease any and all provisions, specifically waives the benefit rights, and benefits of any state or territory of the provisions United States or other jurisdiction that purports to limit the application of Section 1542 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 Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter Effective Date) discover facts different from or in addition to the facts the Releasors now know or believe different from those known or believed by them to be true with respect to the subject matter of the releases set forth in this Section 9, but it is the intention of the Parties to completely, fully, finally, and forever compromise, settle, release, discharge, and 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; however. Notwithstanding anything to the contrary herein, the Releasors intend 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 general releases herein given shall be and remain in full force and effect, notwithstanding the discovery breach or existence 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 different 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 they have under Section 1542 of the California Civil Code, or additional factsthe law of any other country, territory, state or jurisdiction, or common law principle, to the same or similar effect.

Release of Claims. (a) Subject to and Effective upon the consummation Effective Time, each Option Holder, by his or her execution and delivery of this Agreement, hereby forever waives, releases and discharges (and hereby agrees to cause each of the Merger Option Holder’s representatives to forever waive, release and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together discharge) with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, prejudice the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, the Buyer and the Company Stockholders prior to Closing Surviving Entity (such personscollectively, the a “ReleaseesReleased Party”), ) from and against any and all liabilitiesclaims, actionsrights (including rights of indemnification, contribution and other similar rights, from whatever source, whether under contract, applicable Law or otherwise), causes of action, claimsprotests, suits, disputes, orders, obligations, debts, demands, damagesproceedings, judgmentscontracts, debtsagreements, dues and suits promises, liabilities, controversies, costs, expenses, fees (including attorneys’ fees), or damages of every any kind, nature and description whatsoeverarising by any means (including subrogation, assignment, reimbursement, operation of law or otherwise), whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute accrued or contingentnot accrued, unmatured foreseen or inchoateunforeseen, both or mature or unmature related or with respect to, in connection with, or arising out of, directly or indirectly, any event, fact, condition, circumstance, occurrence, act or omission that was in existence (or that occurred or failed to occur) at law and or prior to the Closing (collectively, “Claims”); provided, however, this clause shall not be construed as releasing (i) any party from its obligations otherwise expressly set forth in equitythis Agreement, which the Stockholder Merger Agreement (including under Section 6.1 of the Merger Agreement) or any agreement delivered pursuant hereto or thereto, (ii) any Claim to enforce the terms of, or any breach of, this Agreement, the Merger Agreement or any agreement delivered hereunder or thereunder or any of the Releasors ever hadprovisions set forth herein or therein (including any counterclaims in connection with a claim first brought by a Released Party against the Option Holder), now (iii) any obligation to pay to any Person any wages, expenses or other cash compensation due to such Person that have accrued in respect of consulting or other service provider relationship, if applicable, with the Company or the Surviving Entity, provided that the Option Holder acknowledges that he or she has or may hereafter have against any not been an employee of the ReleaseesCompany and is not owed any compensation or benefits in such a capacity, on or by reason (iv) any other Claim that cannot be waived as a matter of Law, including, where applicable, workers’ compensation claims and unemployment claims or claims under California Labor Code Section 2802. The Option Holder further acknowledges and agrees that any matterclaim of the Buyer, cause whether for breach of this Agreement or thing whatsoever that arose prior otherwise, may be asserted directly against the Option Holder (solely to the Closing; providedextent, howeverand subject to the limitations, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth provided in this Agreement and/or the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofas applicable), (b) without any liabilities of a Releasee in connection with need for any future transactions between the parties that are not related to the Merger Agreement claim against, or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a directorjoinder of, manager, officer or employee of the Company, its Affiliates the Surviving Entity, any Subsidiary or its Subsidiaries. (b) any other Company Equityholder. The Stockholder represents that as to each Option Holder hereby expressly waives any and every claim released hereunderall provisions, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, rights and having been so advised, specifically waives the benefit of the provisions of Section benefits conferred by §1542 of the California Civil Code (or any similar, comparable or equivalent provision or law of California any applicable jurisdiction) which provides as followssection provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATRELEASE, WHICH IF KNOWN BY HIM OR HER, WOULD HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional factsDEBTOR.”

Release of Claims. (a) Subject a. The Loan Parties may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Credit Agreement or the other Loan Documents. The Administrative Agent, the Lenders, the Issuing Lender, the Swingline Lender, and upon the consummation Loan Parties desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus the Loan Parties make the releases contained in this Section 10. In consideration of the Merger Administrative Agent and the receipt Lenders entering into this Amendment, the Loan Parties hereby fully and unconditionally release and forever discharge each of the Closing Merger Consideration to which the Stockholder is entitledAdministrative Agent, the StockholderLenders, andthe Issuing Lender, if the Stockholder is a legal entitySwingline Lender and their respective directors, together with the Stockholder’s officers, directorsemployees, stockholderssubsidiaries, Subsidiaries and Affiliatesbranches, and each of their respective heirsaffiliates, Representativesattorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (such personscollectively, the “ReleasorsReleased Parties”), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actionsallegations, causes of action, claimscosts or demands and liabilities, demandsof whatever kind or nature, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverarising prior to the date on which this Amendment is executed, whether known or unknownunknown to the Loan Parties on the date hereof, whether liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, absolute anticipated or contingent, unmatured or inchoate, both at law and in equityunanticipated, which the Stockholder Loan Parties have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, in each case, arising out of the Loans, the Obligations, the Credit Agreement or any of the Releasors ever hadLoan Documents, now has including the administration or may hereafter enforcement thereof (collectively, all of the foregoing, the “Claims”). The Loan Parties represent and warrant that they have no knowledge of any Claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a Claim by the Loan Parties against the Released Parties which is not released hereby. The Loan Parties represent and warrant that the foregoing constitutes a full and complete release of all Claims. b. Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each of the Released Parties that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any of the Releasees, Released Parties on or by reason the basis of any matterClaim released, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) remised and discharged by any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled Loan Party pursuant to Section 10(a) above. If any Loan Party violates 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) The Stockholder represents that as to each and every claim released hereunderforegoing covenant, the Stockholder has received the advice of legal counsel with regard to the releases contained hereinBorrowers, for themselves and their successors and assigns, and having been so advisedtheir present and former members, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATmanagers, IF KNOWN BY HIM OR HERshareholders, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or representatives, agree to pay, in addition to such other damages as any of the facts Released Parties may sustain as a result of such violation, all attorneys’ fees and costs incurred by any of the Releasors now know or believe to be true with respect to the subject matter Released Parties as a result 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 different or additional factsviolation.

Release of Claims. (a) Subject Holder, intending to and upon the consummation be legally bound, effective as of the Merger Effective Time, hereby releases and discharges the receipt of the Closing Merger Consideration to which the Stockholder is entitledCompany and its affiliates and their respective directors, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directorsemployees, stockholdersagents, Subsidiaries and Affiliates, and each of their respective heirs, Representativesrepresentatives, successors and assigns (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”)) fully, finally and forever, from all and against any and all liabilitiesmanner of claims, actions, rights, causes of actionactions, claimssuits, demandsobligations, liabilities debts, due sums of money, agreements, promises, damages, judgments, debtsexecutions, dues accounts, expenses, costs, attorneys’ fees and suits of every kinddemands whatsoever, nature and description whatsoeverwhether in law, contract or equity, whether known or unknown, asserted matured or unassertedunmatured, suspected foreseen or unsuspectedunforeseen, absolute arising out of events existing or contingent, unmatured occurring contemporaneously with or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; Effective Time, in each case, in Holder’s capacity as a 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, however, that nothing contained herein shall be deemed operate to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with based upon, arising out of or relating to (i) without duplication, this Letter of Transmittal and each of the Exhibits hereto and any future transactions between the parties that are not related to other document required by this Letter of Transmittal, the Merger Agreement 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 CompanyAncillary Documents or (ii) fraud, its Affiliates willful misconduct, or its Subsidiaries. (b) The Stockholder represents that as willful concealment. Holder hereby irrevocably covenants to each refrain from, directly or indirectly asserting, commencing or instituting any cause of action, suit or claim of any kind against any Releasee based upon any matter intended or purported to be released hereby. This release may not be altered except in a writing signed by the person or entity against whose interest such change shall operate. This release shall be governed by and every claim released hereunderconstrued under the laws of the State of New York, the Stockholder has received the advice of legal counsel with without regard to the releases contained herein, and having been so advised, specifically waives the benefit principals of the provisions conflicts of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional factslaw.

Release of Claims. (a) Subject to and upon the consummation In consideration of the Merger Company's agreement to purchase the Property and to make the receipt of the Closing Merger Consideration to which the Stockholder is entitledpayments 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 (together, the Stockholder"Releasing Parties"), anddoes hereby release, if acquit and forever discharge the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries Company and Affiliates, its subsidiaries (and all of their predecessors and all former subsidiaries) and each of their current and former respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel representatives, attorneys and agentsaffiliates (each, a "released party") of and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiespast, present and future claims, demands, obligations, actions, causes of action, claims, demandsrights, damages, judgmentscosts, debtsexpenses, dues attorneys' fees and suits obligations for compensation of every kind, any nature and description whatsoever, including, without limitation, claims for unpaid royalties under the Royalty Agreement, whether based on tort, contract or any other theory of recovery, and whether for compensatory or punitive damages which Mrs. Melton (or any of the other Re▇▇▇▇▇▇▇ ▇▇▇ties) now has, or which may hereafter accrue or otherwise be acquired, but excluding claims arising under this Agreement. This full release includes, without limitation, any and all 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, it being intended to release all claims of any kind which Mrs. Melton might have against thos▇ ▇▇▇▇▇▇ ▇▇leased because of any matter or any thing which ever happened from the beginning of the world up to the time this full release is executed, known or unknown, whether asserted at this time or unassertednot, suspected and it constitutes a fully binding and complete settlement and release of disputed claims between Mrs. Melton and the released party. ▇▇ ▇s further understood and agreed that this full release is a general release, and that Mrs. Melton expressly waives and as▇▇▇▇▇ ▇▇▇ ▇isk of any and all claims for financial injuries or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, damages which the Stockholder or any exist as of the Releasors ever had, now has or may hereafter have against any date hereof but of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are she does 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) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe suspect to be true with respect exist whether through ignorance, oversight, error or negligence or otherwise and which, if known, would affect Mrs. Melton's decision 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 different or additional factsenter int▇ ▇▇▇▇ ▇▇▇▇ ▇elease.

Release of Claims. (a) Subject In order to be certain that this Agreement will resolve any and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledall concerns that you might have, the StockholderCompany requests that you carefully consider its terms, including the release of claims set forth below, and, if in that regard encourages you to seek the Stockholder is a legal entity, together with advice of an attorney before signing this Agreement. (b) For and in consideration of the Stockholder’s officers, directors, stockholders, Subsidiaries special pay and Affiliatesbenefits to be provided to you under this Agreement, and each as a condition of their respective your receipt of such benefits, to which you would not otherwise be entitled, you, on your own behalf and on behalf of your heirs, Representativesbeneficiaries, successors executors, administrators, representatives and assigns (such personsassigns, the “Releasors”)and all others connected with or claiming through you, hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits release and forever discharges, to discharge the fullest extent permitted by law, each Company and all of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective its past, present or and future officers, directors, shareholders, general and limited partners, joint venturers, members, managers, employees, counsel and agents, predecessors, successors and the Company Stockholders prior to Closing (such personsassigns, the “Releasees”)and all others connected with any of them, from and against any and all liabilitiesbenefit plans maintained by the Company and all past, actionspresent and future representatives, agents, trustees, fiduciaries and administrators of such plans, both individually and in their official capacities, from any and all causes of action, claimsrights or claims of any name or nature whatsoever (all, demandscollectively, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever"Claims"), whether known or unknown, asserted which you had in the past, now have, or unassertedmight now have, suspected through the date on which you sign this Agreement, including without limitation Claims in any way resulting from, arising out of or unsuspectedconnected with your employment or its termination or pursuant to any federal, absolute state or contingentlocal law, unmatured regulation or inchoateother requirement, both at law and in equity, which the Stockholder or any including without limitation Title VII of the Releasors ever hadCivil Rights Act of 1964, now has or may hereafter have against any the Age Discrimination in Employment Act, the Americans with Disabilities Act and the fair employment practices statutes of the Releasees, on state or by reason of any matter, cause or thing whatsoever that arose prior states in which you have provided services to the Closing; provided, however, that nothing herein shall be deemed to release Company. (ac) any right of the Stockholder expressly set forth in the Merger This Agreement, including the right release of claims set forth the paragraph immediately above, creates legally binding obligations and the Company therefore encourages and advises you to receive consult an attorney before signing this Agreement. In signing this Agreement, you give the Closing Merger Consideration 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 which it may be entitled pursuant consider its terms and to the Merger Agreement in accordance consult with the terms thereofan attorney, (b) any liabilities of a Releasee in connection if you wished to do so, or to consult with any future transactions between the parties 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 related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor set forth expressly in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional facts.

Release of Claims. (a) Subject to and upon the consummation Each of the Merger Obligors, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the receipt of the Closing Merger Consideration to which the Stockholder is entitledNoteholders, the Stockholdertheir respective successors and assigns, andand their respective present and former shareholders, if the Stockholder is a legal entityaffiliates, together with the Stockholder’s officerssubsidiaries, divisions, predecessors, directors, stockholdersofficers, Subsidiaries attorneys, employees, agents and Affiliates, other representatives (the Noteholders and each of their respective heirs, Representatives, successors and assigns (all such persons, other Persons being hereinafter referred to collectively as the “ReleasorsReleasees” and individually as a “Releasee”), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesdemands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, demandscounterclaims, damagesdefenses, judgmentsrights of setoff, debtsdemands and liabilities whatsoever (individually, dues a “Claim” and suits collectively, “Claims”) of every kindname and nature, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which any of the Stockholder Obligors or any of the Releasors ever hadtheir respective successors, assigns, or other legal THE CHEFS’ WAREHOUSE, INC. 10-K representatives may now has or may hereafter own, hold, have or claim to have against the Releasees or any of the Releaseesthem for, on upon, or by reason of any mattercircumstance, action, cause or thing whatsoever that arose which arises at any time on or prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right day and date of the Stockholder expressly set forth in the Merger this Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee each case in connection with any future transactions between the parties that are not related to the Merger Note Purchase 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 other Financing Documents or its Subsidiariestransactions thereunder or related thereto. (b) The Stockholder represents Each of the Obligors understands, acknowledges and agrees that the release set forth above may be pleaded as to each a full and every claim released hereundercomplete defense and may be used as a basis for an injunction against any action, the Stockholder has received the advice of legal counsel with regard to the releases contained hereinsuit or other proceeding which may be instituted, and having been so advised, specifically waives the benefit prosecuted or attempted in breach of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional factsrelease.

Release of Claims. (a) Subject to and upon the consummation In consideration of Lender's extension of the Merger Commitment and the receipt agreements contained herein, Borrower and its successors and assigns each hereby fully release, remise and forever discharge Lender and Bank and all of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s their past and present officers, directors, stockholdersagents, Subsidiaries employees, servants, partners, shareholders, attorneys and Affiliatesmanagers, and each all of their respective heirs, Representativespersonal representatives, predecessors, successors and assigns (such personsassigns, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”)for, from and against any and all liabilitiesclaims, actionsdemands, causes of action, claimscontroversies, demandsoffsets, obligations, losses, damages, judgments, debts, dues and suits liabilities of every kindkind and character whatsoever, nature including without limitation any action, omission, misrepresentation or other basis of liability founded either in tort or contract and description whatsoeverthe duties arising thereunder that Borrower, or any of its successors or assigns has had in the past, or now has, or which may hereafter accrue, whether known or unknown, asserted whether currently existing or unassertedhereafter asserted, suspected relating in any manner to, or unsuspectedarising from or in connection with, absolute the indebtedness evidenced by the Prior Loan Agreement, this Agreement or contingentthe Loan Documents, unmatured any negotiations, loan administration, exercise of rights and remedies, payment, offset with respect to, or inchoateother matter relating to such indebtedness, both at law any collateral securing payment and in equityperformance of such indebtedness, which or any matter preliminary to the Stockholder execution and delivery by Borrower and Lender of this Agreement, or any statement, action, omission or conduct of Lender or Bank or any of the Releasors ever hadtheir officers, now has directors, agents, employees, servants, partners, shareholders, attorneys and managers relating in any manner to such indebtedness, collateral or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; this Agreement; provided, however, that nothing herein the foregoing release and discharge shall be deemed not apply to release (a) any right the obligations of the Stockholder Lender expressly set forth in this Amendment or first arising after the Merger date of this Amendment. Borrower acknowledges and agrees that Lender is not and shall not be obligated in any way to continue or undertake any loan, financing or other credit arrangement with Borrower, including without limitation any renewal of the indebtedness evidenced by the Loan Agreement, including beyond the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its SubsidiariesMaturity Date. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional facts.

Release of Claims. (a) Subject to and upon the consummation In further consideration of the Merger transactions contemplated by this Agreement and the receipt other Transaction Documents, effective as of the Closing Merger Consideration to which the Stockholder is entitledClosing, the StockholderSellerCo, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries on behalf of itself and Affiliates, its Affiliates and each of their respective heirs, Representatives, any successors and permitted assigns of the foregoing (such personscollectively, the “Seller Releasors”), hereby fully irrevocably and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits releases and forever discharges, to the fullest extent permitted by law, discharges each of AcquirorPurchaser, Merger Sub, Issuer and the Company, each of their subsidiaries and affiliates Group Companies and their respective past, present or future officers, directors, employees, counsel Affiliates and agents, and the Company Stockholders prior to Closing Representatives (such personscollectively, the “ReleaseesPurchaser Released Parties”), ) from and against any and all liabilitiesclaims of any nature arising out of or related to events, actionsfacts, causes of actionconditions or circumstances existing or arising prior to or on the Closing Date, claimswhich SellerCo now has, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverhas had or may hereafter have against the Purchaser Released Parties, whether known or unknown, asserted suspected or unassertedunsuspected, unanticipated as well as anticipated (the “Seller Claims”). The foregoing release is referred to herein as the “Seller Release”. It is further agreed and understood that this Seller Release is a full and final release of all Seller Claims whether known or unknown, fixed or contingent, manifested or unmanifested. SellerCo, on behalf of itself and the other Seller Releasors, hereby waives the protection of any provision of any Law that would operate to preserve claims that are unknown as of the Closing. Notwithstanding the foregoing, this Seller Release does not release, and is not a waiver of, any (i) rights of such Seller Releasors arising under this Agreement or any Transaction Document or in respect of any Fraud or Willful Breach, or (ii) rights to compensation and benefits (including COBRA benefits) due and owing to any Seller Releasor in its capacity as an officer, director or employee of any Group Company. (b) By execution and delivery of this Agreement, effective as of the Closing (and conditioned upon the occurrence thereof), SellerCo, on behalf of itself and the Seller Releasors (including the Group Companies), waives all rights under, and agrees to the automatic termination of, any Contract in existence prior to the Closing between such Seller Releasor, on the one hand, and any Group Company, on the other hand, without any payment, repayment, penalty or other Liability. Notwithstanding the foregoing, such waiver shall not include a waiver of (i) rights of such Seller Releasors arising under this Agreement or any Transaction Document or in respect of any Fraud or Willful Breach, or (ii) rights to compensation and benefits (including COBRA benefits) due and owing to any Seller Releasor in its capacity as an officer, director or employee of any Group Company. (c) In further consideration of the transactions contemplated by this Agreement and the other Transaction Documents, effective as of the Closing, each of Purchaser and Issuer, on behalf of itself and its Affiliates (including the Group Companies) and any successors and permitted assigns of the foregoing (collectively, “Purchaser Releasors”), hereby irrevocably and unconditionally releases and discharges SellerCo, its Affiliates and the other Seller Releasors (collectively, the “Seller Released Parties”) from any and all claims of any nature arising out of or related to events, facts, conditions or circumstances existing or arising prior to or on the Closing Date which Purchaser Releasors now have, have had or may hereafter have against the Seller Released Parties, whether known or unknown, suspected or unsuspected, absolute unanticipated as well as anticipated (the “Purchaser Claims”). The foregoing release is referred to herein as the “Purchaser Release”. It is further agreed and understood that this Purchaser Release is a full and final release of all the Purchaser Claims whether known or unknown, fixed or contingent, unmatured manifested or inchoateunmanifested. Each of Purchaser and Issuer, both at law on behalf of itself and in equitythe other Purchaser Releasors, which hereby waives the Stockholder protection of any provision of any Law that would operate to preserve claims that are unknown as of the Closing. Notwithstanding the foregoing, this Purchaser Release does not release, and is not a waiver of, any rights of such Purchaser Releasors arising under this Agreement or any of the Releasors ever had, now has Transaction Document or may hereafter have against any of the Releasees, on or by reason in respect of any matter, cause Fraud or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its SubsidiariesWillful Breach. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional facts.

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

Release of Claims. (a) Subject Notwithstanding the failure of any condition precedent set forth in Section 4 above to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledbe satisfied, the Stockholder, and, if Borrower hereby forever releases and forever discharges the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such personsAdministrative Agent, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger SubIssuing Bank, the CompanyLenders, each of their subsidiaries and affiliates the Lead Arrangers, the Syndication Agent, the Documentation Agents and their respective pastAffiliates and their and their Affiliates’ respective subsidiaries, present or future parents, shareholders, partners, officers, directors, employees, counsel and agents, attorneys, heirs, successors and the Company Stockholders prior to Closing assigns, both present and former (such personscollectively, the “ReleaseesReleased Parties”), ) from and against any and all liabilitiesclaims, actions, causes of action, claimsdefenses, demandssuits, controversies, damages, judgments, debts, dues judgments and suits of every kind, nature and description demands whatsoever, whether known or unknown, asserted or unasserted, suspected in contract, tort, law, equity or unsuspectedotherwise (collectively, absolute or contingent, unmatured or inchoate, both at law and in equity, “Claims”) which the Stockholder or any of the Releasors ever had, now Borrower has or may hereafter have against any of the Releasees, on or Released Parties by reason of any matteraction, cause failure to act, matter or thing whatsoever that arose arising from or based on facts occurring prior to the Closing; provideddate hereof that in any way may arise out of, howeverbe connected to or in any other way be related to any of the Loan Documents, including but not limited to any Claim that nothing herein shall be deemed to release relates to, in whole or in part, directly or indirectly, (a) any right the making or administration of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofLoans or Letters of Credit, (b) any liabilities of a Releasee in connection with such Claims based on fraud, mistake, duress, usury or misrepresentation, or any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and other Claim based on so-called “lender liability” theories, (c) any employment compensation actions or benefits matter affecting omissions of any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunderAdministrative Agent, the Stockholder has received Issuing Bank, any Lender or any other Released Party in connection with the advice initiation or continuing exercise 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has remedy contained in the Loan Documents or available under Applicable Law or otherwise, (d) lost profits, (e) loss of business opportunity, (f) increased financing costs, (g) increased legal or other administrative fees or (h) damages to business reputation. Furthermore, the Borrower hereby covenants and agrees not to bring, commence, prosecute, maintain, or cause or permit to be brought, commenced, prosecuted or maintained, any suit or action, either at law or in equity, in any court or before any other administrative or judicial authority, regarding any cause of action or other Claim the Borrower may have under against any similar provision of the statutory Administrative Agent, the Issuing Bank, any Lender or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from Released Party arising out of, in connection with or in addition any way relating to any of the facts the Releasors now know Loan Documents 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 different or additional factsotherwise.

Release of Claims. (a) Subject The Loan Parties may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Credit Agreement or the other Loan Documents. The Administrative Agent, the Lenders, the Issuing Lender, the Swingline Lender, and upon the consummation Loan Parties desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus the Loan Parties make the releases contained in this Section 12. In consideration of the Merger Administrative Agent and the receipt Lenders entering into this Amendment, the Loan Parties hereby fully and unconditionally release and forever discharge each of the Closing Merger Consideration to which the Stockholder is entitledAdministrative Agent, the StockholderLenders, andthe Issuing Lender, if the Stockholder is a legal entitySwingline Lender and their respective directors, together with the Stockholder’s officers, directorsemployees, stockholderssubsidiaries, Subsidiaries and Affiliatesbranches, and each of their respective heirsaffiliates, Representativesattorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (such personscollectively, the “ReleasorsReleased Parties”), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actionsallegations, causes of action, claimscosts or demands and liabilities, demandsof whatever kind or nature, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverarising prior to the date on which this Amendment is executed, whether known or unknownunknown to the Loan Parties on the date hereof, whether liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, absolute anticipated or contingent, unmatured or inchoate, both at law and in equityunanticipated, which the Stockholder Loan Parties have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, in each case, arising out of the Loans, the Obligations, the Credit Agreement or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger AgreementLoan Documents, including the right to receive administration or enforcement thereof (collectively, all of the Closing Merger Consideration to foregoing, the “Claims”). The Loan Parties represent and warrant that they have no knowledge of any Claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which it may on the date hereof would be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities basis of a Releasee in connection with any future transactions between Claim by the parties that are Loan Parties against the Released Parties which is 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) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYhereby. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges Loan Parties represent and warrant that the 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 foregoing constitutes a full and complete release 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 different or additional factsall Claims.

Release of Claims. (a) Subject to and upon the consummation 9.1.1 In consideration of the Merger and the terms of this Agreement, including Seller’s receipt of the Closing Merger Consideration to which the Stockholder is entitledPurchase Price, the StockholderSeller, andon behalf of Seller and Seller’s representatives, if the Stockholder is a legal entityAffiliates, together with the Stockholder’s controlling persons, Subsidiaries, officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representativespredecessors, successors and assigns (such personscollectively, the “ReleasorsRelated Persons”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits releases and forever discharges, to the fullest extent permitted by law, discharges Company and each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing its Related Persons (such persons, the “ReleaseesReleased Parties”), from and against any and all liabilities, actions, causes of actionProceedings, claimsLiabilities, demandsOrders, damagesContracts, judgments, debts, dues Indebtedness and suits of every kind, nature and description Losses whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute whether in law or contingentin equity (collectively, unmatured or inchoate, both at law and in equity“Claims”), which the Stockholder Seller or any of the Releasors its Related Persons, may now have, has ever had, now has or may hereafter have against any of the Releasees, on Released Parties that arise out of or by reason of in any way relate any matter, event, cause or thing thing, act or failure to act, whatsoever that arose occurring at any time at or prior to Closing, except that this release shall not apply to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right enforcement of the Stockholder expressly set forth in terms of this Agreement and any other agreement, instrument, certificate, or document delivered by the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled Parties 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 Subsidiarieshereby. (b) The Stockholder represents that as 9.1.2 Seller hereby irrevocably covenants to each and every refrain from, directly or indirectly, asserting any claim released hereunderor demand, the Stockholder has received the advice of legal counsel with regard or commencing, instituting or causing to the releases contained hereinbe commenced, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law Proceeding of any other jurisdictionkind against any Released Party, based upon any matter purported to be released hereby. The Stockholder acknowledges Further, Seller hereby warrants, represents and agrees that Seller has not heretofore assigned, subrogated or transferred, or purported to assign, subrogate or transfer, to any Person any Claim purported to be released hereby. 9.1.3 Seller understands the Releasors legal effect of this Section 9.1 and has had the opportunity to obtain all information necessary for its decision to enter into this Agreement and this Section 9.1. Seller is aware that Seller may hereafter discover Claims or facts different from or in addition to the facts the Releasors or different from those Seller now know knows or believe believes to be true with respect to the subject matter matters related herein. Nevertheless, it is Seller’s intention to fully, finally and forever settle and release all matters purported to be released hereby and all Claims relative thereto, which now exist or heretofore have existed. In furtherance of this Agreement; howeversuch intention, the Releasors intend that the general releases given herein given shall be and will remain in effect as full force and effect, complete releases of all such matters notwithstanding the discovery or existence of any additional or different Claims or facts related thereto. Seller hereby warrants and represents that, in executing this Agreement and the terms of this Section 9.1, Seller does so with full knowledge of any and all rights that Seller may have with respect to the matters set forth and the Claims released in this Section 9.1, and Seller has received legal advice with respect to the matters set forth and the Claims released in this Section 9.1 and with respect to the rights and asserted rights arising out of such different or additional factsmatters. The Released Parties are intended beneficiaries of this Section 9.1 and therefore are entitled to enforce the provisions of Section 9.1 against Seller.

Release of Claims. (a) Subject This Amendment is intended to be a further accommodation by Bank to Borrower. In consideration of all such accommodations, and upon acknowledging that Bank will be specifically relying on the consummation of the Merger following provisions as a material inducement in entering into this Amendment, and for other good and valuable consideration, the receipt and sufficiency of the Closing Merger Consideration to which the Stockholder is entitledhereby acknowledged, the Stockholdereach Borrower, andon behalf of itself and its shareholders and subsidiaries, if the Stockholder is a legal entityhereby releases, together with the Stockholder’s officersremises and forever discharges Bank and its agents, servants, employees, directors, stockholdersofficers, Subsidiaries and Affiliatesattorneys, and each of their respective heirsaccountants, Representativesconsultants, affiliates, representatives, receivers, trustees, subsidiaries, predecessors, successors and assigns (such personscollectively, the “ReleasorsReleased Parties”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actionsdamages, causes of action, claimslosses, demands, damagesliabilities, judgmentsobligations, debtsactions and causes of action whatsoever (whether arising in contract or in tort, dues and suits of every kind, nature and description whatsoeverwhether at law or in equity), whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute matured or contingent, unmatured liquidated or inchoateunliquidated, both at law and in equityany way arising from, which in connection with, or in any way concerning or relating to the Stockholder Loan Agreement, the other related documents, or any dealings with any of the Releasors ever had, now has Released Parties in connection with the transactions contemplated by such documents or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose this Amendment prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 execution of this Agreement; however, the Releasors intend that the general releases herein given Amendment. This release shall be and remain in full force and effecteffect notwithstanding the discovery by any Borrower after the date hereof (a) of any new or additional claim against any Released Party, (b) of any new or additional facts in any way relating to the subject matter of this release, (c) that any fact relied upon by it was incorrect or (d) that any representation made by any Released Party was untrue or that any Released Party concealed any fact, circumstance or claim relevant to Borrower’s execution of this release; provided, however, 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 10, notwithstanding the existence or discovery or existence of any such different new or additional claims or facts, incorrect facts, misunderstanding of law, misrepresentation or concealment.

Release of Claims. (a) Subject to and upon the consummation In consideration of the Merger Severance and the receipt other consideration to be provided to the Executive pursuant to this Agreement, the sufficiency of the Closing Merger Consideration to which the Stockholder Executive acknowledges is entitledfair and sufficient, the StockholderExecutive, and, if the Stockholder is a legal entity, together with the Stockholder’s officersintention of binding himself and his heirs, directorsexecutors, stockholdersadministrators, Subsidiaries successors and Affiliatesassigns, does hereby release, remise, acquit and forever discharge Holdings, the Company and each of their respective heirs, Representatives, successors subsidiaries and assigns affiliates (such personscollectively, the “ReleasorsCompany Group”), hereby fully their present and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future former officers, directors, employeesexecutives, counsel shareholders, members, agents, advisors, attorneys, employees and agentsemployee benefit plans (and the fiduciaries thereof), and the Company Stockholders prior to Closing successors, predecessors and assigns of each of the foregoing (such personscollectively, the “ReleaseesCompany Released Parties”), of and from and against any and all liabilitiesclaims, actions, causes of action, claimscomplaints, charges, demands, rights, damages, judgments, debts, dues sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and suits liabilities of every kindwhatever kind or nature in law, nature and description whatsoeverequity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held (collectively “Claims”), arising on or prior to the Effective Date (as defined below) of this Agreement, against any Company Released Party, including, but not limited to, Claims (i) under any contract, agreement, or understanding that Executive may have or may have had with any of the Releasors ever hadCompany Released Parties, now has whether written or may hereafter have against oral, at any time prior to the Effective Date of this Agreement; (ii) that arise out of, or relate to, the Executive’s employment or relationship with any member of the Company Group or termination thereof, including, without limitation, Claims for severance benefits, unpaid wages, salary or incentive payments, bonuses, stock options, deferred compensation, equity, phantom equity, vacation, personal or sick time, other fringe benefits, attorneys’ fees, other monetary or equitable relief, or any tangible or intangible property of Executive’s that remains with any of the ReleaseesCompany Released Parties; (iii) for breach of contract, on wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or by reason other tort; (iv) for any violation of applicable federal, state and local laws, including, without limitation, all laws concerning unlawful and unfair labor and employment practices; and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA’’), and any similar or analogous state statute, excepting only: (x) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law; (y) claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan within the Company Group; and (z) rights to indemnification the Executive may have under the by-laws or certificate of incorporation of Holdings and the Company and its affiliates; any applicable law; or any applicable directors’, officers’, fiduciary, professional liability, or other applicable insurance policy (if any). (b) The Executive acknowledges and agrees that this Agreement, including the Executive’s release of Claims, is not to be construed in any way as an admission of any matterliability whatsoever by any Company Released Party, cause any such liability being expressly denied. (c) The Executive’s release of Claims applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or thing whatsoever suffering, costs, and attorneys’ fees and expenses. (d) The Executive specifically acknowledges that arose prior to his acceptance of the Closing; terms of this Agreement is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any other federal, state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed deemed, nor does anything contained herein purport, to release (a) be a waiver of any right or claim or cause of action which by law the Stockholder expressly set forth Executive is not permitted to waive. Nothing in this Agreement shall preclude the Merger Agreement, Executive from seeking to access any governmental agencies for any reason (including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance filing of any claim of employment discrimination with the terms thereofEqual Employment Opportunity Commission) at any time; provided, (b) that, in such event, the Company or Holdings may assert the Executive’s release of Claims as a bar to any liabilities of a Releasee Claim waived and released in this Section 6, and the Executive agrees that he will not accept any monetary or other recovery in connection with any future transactions between charge, complaint, grievance, demand, or other action brought against any of the parties Company Released Parties by the Executive or any other person or entity. Executive further represents and warrants that are he has not related assigned or conveyed to the Merger Agreement any other person or the transactions contemplated thereby and entity (ci) any employment compensation part of or benefits matter affecting interest in the Severance or (ii) any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its SubsidiariesClaims released in this Section 6. (be) The Stockholder represents Executive acknowledges that as he has been given a period of twenty-one (21) days to each consider whether to execute this Agreement. If the Executive accepts the terms hereof and every claim released hereunderexecutes this Agreement, he may thereafter, for a period of seven (7) days following (and not including) the date of execution, revoke this Agreement. This Agreement will not be effective or enforceable until the seven- (7- ) day revocation period has expired. If the Executive revokes this Agreement, the Stockholder Agreement shall be null and void in its entirety and the Company shall have no further obligations to the Executive under this Agreement, including, but not limited to, paying the Severance to the Executive pursuant to Section 3, above. If no such revocation occurs, this Agreement shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the eighth (8th) day after the Executive executes this Agreement (the “Effective Date”). (f) The Executive acknowledges that he has received been advised to seek, and has had the opportunity to seek, the advice and assistance of legal counsel an attorney with regard to the releases contained hereinthis Agreement, and having has been so advised, specifically waives the benefit given a sufficient period within which to consider this Agreement. (g) The Executive acknowledges that this Release relates only to claims that exist as of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 Effective Date 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 different or additional facts.

Release of Claims. (a) Subject In exchange for the consideration provided to Executive pursuant to the Separation Agreement and upon for other good and valuable consideration, Executive, for himself, his successors and assigns, executors and administrators, now and forever hereby irrevocably and unconditionally releases and discharges the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entityCompany, together with the Stockholder’s all of its past and present parents, subsidiaries, and affiliates, together with each of their officers, directors, stockholdersshareholders, Subsidiaries partners, employees, agents, representatives and Affiliatesattorneys, and each of their respective heirssubsidiaries, Representativesaffiliates, successors estates, predecessors, successors, and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject hereinafter collectively referred to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, as the “Releasees”), ) from and against any and all liabilitiesrights, claims, charges, actions, causes of action, claimscomplaints, demandssums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, judgments, debts, dues and suits demands or liabilities of every kindkind whatsoever, nature and description whatsoeverin law or in equity, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute which Executive or contingentExecutive’s executors, unmatured administrators, successors or inchoate, both at law and in equity, which the Stockholder or any of the Releasors assigns ever had, now has or may hereafter claim to have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior whatsoever; arising from the beginning of time up to the Closing; providedRelease Date (collectively, howeverthe “Claims”), that nothing herein shall be deemed including those (i) relating in any way to release (a) Executive’s employment relationship with the Company or any right of the Stockholder expressly set forth in Releasees, or the Merger Agreement, including termination of Executive’s employment relationship with the right to receive Company or any of the Closing Merger Consideration to which it may be entitled pursuant Releasees; (ii) arising under or relating to the Merger Agreement Offer Letter, the Spinoff Bonus Letter, the Retention Letter, the BHC Stock Option Grant Agreements, BHC Restricted Share Unit Award Agreements and the BHC Equity Plan (collectively, the “BHC Equity Documents”), the B+L Stock Option Grant Agreements, B+L Restricted Share Unit Award Agreements and the B+L Equity Plan (collectively, the “B+L Equity Documents”), or any other agreement between Executive and the Company or any of the Releasees; (iii) arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in accordance Employment Act of 1967, as amended (“ADEA”), the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the terms thereofEmployee Retirement Income Security Act of 1974, and/or the New Jersey Law against Discrimination, each as amended; (biv) relating to wrongful employment termination or breach of contract; or (v) arising under or relating to any liabilities of a Releasee in connection with any future transactions policy, agreement, plan, understanding or promise, written or oral, formal or informal, between the parties that are not related to the Merger Agreement or the transactions contemplated thereby Company 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 SubsidiariesReleasees and Executive. (b) The Stockholder represents that as Notwithstanding anything to each the contrary herein, nothing contained in Section 1(a) of this Release Agreement in any way diminish or impair: (i) any claims or causes of action arising out of or relating to Executive’s right to enforce the terms of the Separation Agreement; (ii) any claims or causes of action arising out of or relating to Executive’s right to enforce Executive’s rights under the BHC Equity Awards or the B+L Equity Awards under, and every claim released hereundersubject to, the Stockholder has received express terms of the advice BHC Equity Documents and the B+L Equity Documents; (iii) any rights to indemnification that may exist from time to time under the Company’s certificate of legal counsel with regard incorporation or articles; (iv) any rights Executive may have to vested benefits under employee benefit plans of the Company in accordance with, and subject to the releases contained hereinterms of, such benefit plans; (v) any rights or claims that may arise under ADEA after the date Executive signs this Release Agreement; or (vi) any rights or claims Executive may have that cannot be waived under applicable law (collectively, the “Excluded Claims”). This Release Agreement is not intended to, and having been so advisedshall not, specifically waives in any way prohibit, limit or otherwise interfere with Executive’s protected rights under Section 5 (Protected Rights) of this Release Agreement. For the benefit avoidance of doubt, Executive remains entitled to indemnification after the Separation Date for actions taken in his capacity as an officer of the Company under the by-laws of the Company or its applicable subsidiary (subject to the provisions of Section 1542 of the Civil Code of California by-laws, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or limit indemnity 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 different or additional factscertain circumstances).

Release of Claims. (a) Subject As consideration for this discount payoff offer, which ▇▇▇▇▇ is not otherwise obligated to and upon the consummation of the Merger and make available to Borrower(s), the receipt and sufficiency of the Closing Merger Consideration to which the Stockholder consideration is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliateshereby acknowledged by ▇▇▇▇▇▇▇▇(s), and each as a condition to your (i.e., ▇▇▇▇▇▇▇▇(s) shown above) acceptance of this discounted payoff offer, Borrower, for himself or herself and his or her heirs, personal representatives, successors, and assigns, hereby jointly and severally, knowingly and voluntarily releases, discharges, and covenants not to sue, any of Ocwen, Investor and their respective heirs, Representativespredecessors, successors and assigns assigns, representatives, trustees, depositors, agents, affiliates, parents, subsidiaries, officers, employees, directors and shareholders, (such personscollectively, the “ReleasorsReleased Parties”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damagesliabilities, judgmentsdefenses, debtssetoffs, dues counterclaims, actions, and suits causes of every kind, nature and description whatsoeveraction of whatsoever kind or nature, whether known or unknown, asserted whether legal or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equityequitable, which he or she has, or may assert in the Stockholder future, against Ocwen, Investor and the Released Parties directly or indirectly, or in any manner connected with this offer and with any event, circumstance, notice of default, action, or failure to act, of any sort or type, whether known or unknown, whether legal or equitable, which was related or connected in any manner, directly or indirectly, to the Property or to the servicing of this Loan. Borrower(s) hereby further acknowledge and agree that, to the extent that any such claims may exist, the value to the Borrower(s) of the Releasors ever haddiscount payoff offer by ▇▇▇▇▇ contained in this letter, now has substantially and materially exceed any and all value of any kind or may hereafter have against nature whatsoever of any such claims. ▇▇▇▇▇ reserves the right to terminate this offer at any time prior to your timely acceptance of the Releaseesterms set forth above. All terms within this agreement must be strictly complied with, on and any failure to complete or by reason of comply with any matterterm constitutes failure to accept this discounted payoff offer rendering the offer is null and void. If this discounted payoff is not accepted, cause or thing whatsoever that arose is terminated prior to acceptance, or otherwise is not completed as instructed in the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly manner and time frame set forth in this letter, then nothing in this letter shall be construed to prejudice, waive, modify or alter any of Ocwen or Investor's rights or remedies in law or in equity in collecting the Merger Agreemententire amounts due and to come due on the Loan or be construed to waive any defense of Ocwen or Investor. Yours truly, including Ocwen Loan Servicing, LLC Toll Free Phone: (▇▇▇)▇▇▇-▇▇▇▇ Fax: (▇▇▇)▇▇▇-▇▇▇▇ Email: ▇▇@▇▇▇▇▇.▇▇▇ ACKNOWLEDGED AND ACCEPTED: By: _ _ Borrower Print Name _ _ By: _ _ Co-Borrower Print Name ▇▇▇▇▇ Fargo Bank, NA ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, 7th FL San Francisco, CA 94104 ABA: ▇▇▇▇▇▇▇▇▇ Account Name: Ocwen Loan Servicing, LLC in Trust for Various Investors and Mortgagors Account Number: 4124823352 Reference: Loan Number, Property Address, and Borrower Name. Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ with the right to receive details of the Closing Merger Consideration to which it may be entitled pursuant wire Loan Number: Property address: Street City State Zip All Parties to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related contract to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has 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 California which provides as followspurchase aforementioned property dated: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional facts.- Hereby affirm:

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt of In consideration for the Closing Merger Consideration to which and the other agreements set forth herein and in the Ancillary Documents, as of and following the Closing Date, each Stockholder is entitledknowingly, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully voluntarily and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, and covenants not to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and ▇▇▇ the Company Stockholders prior to Closing (such persons, the “Releasees”), and its Affiliates from and against or for any and all liabilities, actionsclaims, causes of action, claimsdemands, demandssuits, debts, obligations, Liabilities, damages, judgmentsLosses, debts, dues costs and suits expenses (including attorneys’ fees) of every kind, kind or nature and description whatsoever, whether known or unknown, asserted actual or unassertedpotential, suspected or unsuspected, absolute fixed or contingent, unmatured or inchoate, both at law and in equity, which the that such Stockholder or any of the Releasors ever had, now has or may hereafter have against have, now or in the future, arising out of, relating to, or resulting from any act or omission, error, negligence, breach of contract, tort, violation of law, matter or cause whatsoever from the Releaseesbeginning of time to and including the Closing Date (including, on without limitation, all amounts payable to such Stockholder pursuant to any Company Stock, Options or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; Convertible Notes); provided, however, that nothing herein none of the releases in this Section 5.08 shall be deemed limit or otherwise affect the respective rights and obligations of the parties hereto with regard to release any rights, claims, demands, actions or causes of action (a) arising out of this Agreement or any right of the Stockholder expressly set forth in the Merger AgreementAncillary Document, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, or (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 specifically included as a director, manager, officer or employee of Closing Liability reflected in the Company, its Affiliates or its Subsidiaries. Estimated Closing Liability Statement; provided that the amount excluded from this Section 5.08 by the clause (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard shall be limited to the releases contained hereinamount specifically included in the Estimated Closing Liability Statement in good faith. In making this waiver, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The such Stockholder acknowledges that the Releasors he, she or it may hereafter discover facts different from or in addition to the facts the Releasors or different from those which such Stockholder now know or believe believes to be true with respect to the subject matter of released herein, but agrees that such Stockholder has taken that possibility into account in reaching this Agreement; howeverAgreement and as to which such Stockholder expressly assumes the risk. From and after the Closing Date, the Releasors intend Stockholders shall not seek indemnification or contribution from the Company, its Affiliates or Parent (including by reason of the fact that such Stockholder was a director, manager, member, shareholder, officer, employee or agent of the general releases herein given shall be and remain Company) for any breaches, or in full force and effect, notwithstanding the discovery or existence respect of any such different other payments required to be made, by the Stockholders pursuant to this Agreement or additional factsany Ancillary Document.

Release of Claims. 5.1 Shareholder Representative Services LLC, in its capacity as Securityholders’ Agent (a) Subject to and upon the consummation “SRS”), on behalf of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledEffective Time Holders, the Stockholderother Company stockholders and such Effective Time Holders’ and Company stockholders’ agents, andtrustees, if the Stockholder is a legal entitybeneficiaries, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representativessuccessors, successors assigns, members and assigns partners (such persons, the “ReleasorsCompany Parties”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releasesunconditionally, acquits irrevocably and forever dischargesreleases and discharges the Parent and its parents, to the fullest extent permitted by lawsubsidiaries, each of Acquirorsuccessors and assigns, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective pastpresent and former directors, present or future officers, directorssecurityholders, employees, counsel Affiliates, agents and agents, and the Company Stockholders prior to Closing other representatives (such personscollectively, the “ReleaseesParent Parties”), from of and against from, and hereby unconditionally and irrevocably waives, any and all liabilitiesclaims, actionsdamages, actions and causes of action, claims, demands, damages, judgments, debts, dues obligations and suits liabilities of every kind, nature and description any kind or character whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute in contract or contingentin tort, unmatured or inchoate, both at law and or in equity, which that the Stockholder or any of the Releasors Company Parties ever had, now has or ever may hereafter have or claim to have against any or with respect to the Parent Parties related to the payment of Contingent Consideration pursuant to Section 1.7 of the ReleaseesMerger Agreement, on for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever that arose whatsoever, in each case arising at any time at or prior to to, the Closing; Amendment Effective Date (collectively, “Company Claims”), provided, however, that nothing herein (i) this release does not extend to any Company Claim to enforce the terms of, or any breach of, this Amendment and (ii) this release shall not be deemed construed to release release, discharge, amend, delete or otherwise limit in any way: (a) SRS’s or any right Company Party’s rights to indemnification pursuant to Section 10 of the Stockholder expressly set forth Merger Agreement for any Company Claim unrelated to Section 1.7, or (b) any Company Claim related to any other provision of the Merger Agreement other than Section 1.7. 5.2 Parent hereby unconditionally, irrevocably and forever releases and discharges the Company Parties, of and from, and hereby unconditionally and irrevocably waives, any and all claims, damages, actions and causes of action, obligations and liabilities of any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract or in tort, at law or in equity, that the Parent ever had, now has or ever may have or claim to have against or with respect to the Company Parties with respect to the payment of Contingent Consideration pursuant to Section 1.7 of the Merger Agreement, including in each case arising at any time at or prior to, the right Amendment Effective Date (collectively, “Parent Claims”); provided, however, that, for the avoidance of doubt, (i) this Section 5.2 does not release or discharge any Parent Claim to receive enforce the Closing Merger Consideration terms of, or any breach of, this Amendment, and (ii) this release shall not be construed to which it may be entitled release, discharge, amend, delete or otherwise limit in any way: (a) Parent’s rights to indemnification pursuant to Section 10 of the Merger Agreement in accordance with the terms thereof, or (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not Parent Claim related to any other provision of 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 Subsidiariesother than Section 1.7. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of 5.3 Notwithstanding the provisions of Section 1542 of the California Civil Code or any similar law or common law principle in any applicable jurisdiction, and for the purpose of implementing a full and complete release and discharge of the Company Parties and the Parent, each of SRS, on behalf of the Company Parties and Parent, expressly acknowledges that the foregoing release is intended to include in its effect all claims which such releasing party does not know or suspect to exist in such party’s favor against any of the Parent and the Company Parties, respectively (including unknown and contingent claims), and that the foregoing release expressly contemplates the extinguishment of all such claims (except to the extent expressly set forth herein). 5.4 Shareholder Representative Services LLC, in its capacity as Securityholders’ Agent, on behalf of each Company Party, covenants and agrees not to, and agrees to cause its respective Affiliates not to, whether in such Person’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, institute or join in, or assist or encourage any third party in asserting, commencing, instituting or joining in, any Legal Proceeding of any kind whatsoever, in law or equity, in each case against the Parent Parties, or any of them, with respect to any Company Claims. 5.5 Parent covenants and agrees not to, and agrees to cause its Affiliates not to, whether in such Person’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, institute or join in, or assist or encourage any third party in asserting, commencing, instituting or joining in, any Legal Proceeding of any kind whatsoever, in law or equity, in each case against the Company Parties, or any of them, with respect to any Parent Claims. 5.6 Each of the parties hereto, has had the opportunity to be advised by legal counsel with regard to this Section 5 and hereby irrevocably and expressly waives any benefits that may be applicable to the Effective Time Holders and/or other Company Stockholders under Section 1542 of the California Civil Code, which section provides substantially as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the 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 different or additional facts.”