Common use of Release of Claims Clause in Contracts

Release of Claims. Each Loan Party hereby absolutely and unconditionally releases and forever discharges the Administrative Agent, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever, in each case, arising out of, or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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.

Release of Claims. Each Loan Party hereby absolutely (a) Subject to and unconditionally releases upon the consummation of the Merger and forever discharges the Administrative Agentreceipt of the Closing Merger Consideration to which the Stockholder is entitled, each Lenderthe Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and any and all participantseach of their respective heirs, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitorsRepresentatives, successors and assigns thereof(such persons, together with all the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present and former or future officers, directors, officersemployees, counsel and agents, attorneys and employees of any of the foregoing Company Stockholders prior to Closing (each, a “Releasee” and collectivelysuch persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands or causes demands, damages, judgments, debts, dues and suits of action of any every kind, nature or descriptionand description whatsoever, whether arising known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”)equity, which the Stockholder or any Loan Party has of the Releasors ever had, now has or has made claim to may hereafter have against any such person for of the Releasees, on or by reason of any act, omission, matter, cause or thing whatsoeverwhatsoever 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 each casethe Merger Agreement, arising out ofincluding 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, with any future transactions between the Loan Documents and parties that are not related to the Merger Agreement or the transactions contemplated thereunder from the beginning of time to thereby and including the date of this Amendment, whether such claims, demands and causes of action are matured (c) any employment compensation or unmatured benefits matter affecting any Releasor in his or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded her capacity as a full director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and complete defense every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to any Claim the releases contained herein, and may be used as a basis for an injunction against any actionhaving been so advised, suit or other proceeding which may be instituted, prosecuted or attempted in breach specifically waives the benefit of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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) Each Loan Party hereby absolutely and unconditionally releases and forever discharges the Administrative Agent, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which any such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever, in each case, whatsoever arising out of, or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this AmendmentAgreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this AmendmentAgreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 PARTYDEBTOR. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 12(a) above. If any Loan Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

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

Release of Claims. Each Loan Party As used in this Release of Claims (this “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”) and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (my “Employment Agreement”). For and in consideration of the severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby absolutely and unconditionally releases agree to release and forever discharges discharge the Administrative Agent, Company and each Lenderof its direct and indirect parent and subsidiary entities, and any all of their respective predecessors, successors, and all participantspast, current, and future parent corporationsentities, affiliates, subsidiary corporationsentities, affiliated corporationsinvestors, insurersdirectors, indemnitorsshareholders, successors and assigns thereof, together with all of the present and former directorsmembers, officers, general or limited partners, employees, attorneys, agents, attorneys and employees representatives, and the employee benefit plans in which I am or have been a participant by virtue of any of my employment with or service to the foregoing Company (each, a “Releasee” and collectively, the “Company Releasees”), from any and all claims, demands claims that I have or causes of action of may have had against the Company Releasees based on any kind, nature events or description, whether circumstances arising in law or equity occurring on or upon contract prior to the date hereof and arising directly or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever, in each case, arising indirectly out of, relating to, or in connection withany 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 Loan Documents 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 transactions contemplated thereunder from Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the beginning 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 time to the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and including Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the date 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 Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above Release may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit suit, arbitration, or other proceeding which covered by the terms hereof that is or may be institutedinitiated, prosecuted prosecuted, or attempted in breach maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the provisions date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or to the extent such release. Each Loan Party agrees Proceeding relates to a claim not waived hereunder; and (ii) waive any right that no fact, event, circumstance, evidence or transaction which could now be asserted or which I may hereafter be discovered will affect have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the finalEqual Employment Opportunity Commission (“EEOC”), absolute except in each case to the extent such Proceeding relates to a claim not waived hereunder. Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and unconditional nature limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (i) claims to receive my severance payments and benefits in accordance with the terms of the Employment Agreement, (ii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45]1 days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any remaining consideration period. I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. In connection with I understand and acknowledge that I will not be entitled to the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights severance payments and benefits unless this Release is effective on or before the date that it has or may ever have pursuant to Section 1542 is sixty (60) days following the date of the Civil Code my termination of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 PARTYemployment.

Release of Claims. Each The Borrowers acknowledge and confirm their obligations to the Lenders for repayment of the Loans and indebtedness evidenced by the Notes (the “Indebtedness”), and the Guarantor acknowledges and confirms its obligations to the Agent and the Lenders for the obligations of the Borrowers as set forth in its Guaranty. The Borrowers and the Guarantor further acknowledge and represent that they have no defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever (collectively, the “Loan Party Defenses” ) that can be asserted to reduce or eliminate all or any part of their liability to repay the Indebtedness to the Lenders. To the extent that any such Loan Defenses exist, and for and in consideration of the Lenders’ commitments contained in this Agreement, the receipt and sufficiency of which are hereby absolutely acknowledged, they are hereby fully, forever and unconditionally releases irrevocably released. By their execution below, for and forever discharges in consideration of the Administrative AgentLenders’ commitments contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Borrowers and the Guarantor, for themselves and for their respective successors, executors, heirs, administrators, and assigns, each Lenderhereby acknowledge and agree that neither the Lenders nor any of their officers, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officersemployees, agents, attorneys servants, representatives, attorneys, loan participants, successors, successors-in-interest, predecessors-in-interest and employees assigns (hereinafter referred to collectively as the “Released Parties”) have interfered with or impaired the acquisition, collection, use, ownership, disposition, disbursement, leasing or sale of any of the foregoing collateral that secures the Loan (each, a “Releasee” and collectively, the “ReleaseesCollateral”), from and that neither the Borrowers nor the Guarantor have any and all claims, demands or causes of action claim of any kindnature whatsoever, nature or descriptionat law, whether arising in law or equity or upon contract otherwise, against the Released Parties, or tort or under any state or federal law or otherwise (eachof them, as a “Claim” and collectively, the “Claims”), which any Loan Party has had, now has or has made claim to have against any such person for or by reason result of any actacts or omissions of the Released Parties, omissionor any of them, matter, cause or thing whatsoever, in each case, arising out of, under the Loan Documents or in connection with, with the Loan Documents and Loans or the transactions contemplated thereunder from the beginning of time Collateral prior to and including the date hereof. Each of the Borrowers and the Guarantor, for themselves and for their respective successors, executors, heirs, administrators, and assigns, hereby unconditionally waive and release the Released Parties, and forever discharge the Released Parties, of and from and against any and all manner of action, suits, claims, counterclaims, causes of action, offsets, deductions, breach or breaches, default or defaults, debts, dues, sums of money, accounts, deposits, damages, expenses, losses, liabilities, costs, expenses, any and all demands whatsoever and compensation of every kind and nature, past, present, and future, known or unknown (herein collectively, “Claims”) that the Borrowers, the Guarantor, or any of the Borrowers’, or any of the Guarantor’s successors, successors-in-interest, heirs, executors, administrators, or assigns, or any one of them, can or now have or may have at any time hereafter against the Released Parties, or any of them, by reason of any matter, cause, transaction, occurrence or omission whatsoever, that happened or has happened on or before the date of this AmendmentAgreement, whether such claims, demands and causes on account of action are matured or unmatured arising from or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect is connected in any manner the final, absolute and unconditional nature of the release set forth above. In connection whatsoever with the releases set forth aboveLoans, each the Indebtedness, the Collateral, the Loan Party expressly and completely waives and relinquishes Documents, any related documents, or any and all rights collateral that has served or is serving as security for the Loans or the Loan Documents, or that is related to any and benefits that it has or may ever have pursuant to Section 1542 of all transactions and dealings with among Lenders, the Civil Code of Borrowers and/or the State of CaliforniaGuarantor, or any other similar provision matter or thing that has occurred before the signing of law the Agreement, known or principle of equity in unknown. Any and all such Claims are hereby declared to be satisfied and settled, and the Borrowers and the Guarantor, for themselves and for their respective successors, executors, heirs, administrators, and assigns, each hereby discharge the Released Parties from any jurisdiction pertaining liability with respect 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 PARTYany and all such Claims.

Release of Claims. Each Loan Party 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) Employee hereby absolutely and unconditionally releases releases, acquits, and forever discharges the Administrative AgentCompany and its subsidiaries, each Lenderaffiliates, estates, divisions, successors, insurers and assigns, attorneys and all of their owners, stockholders, general or limited partners, agents, directors, managers, officers, trustees, representatives, employees, the subrogees of all of the above, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing thereof (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or charges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action action, suits, rights, entitlements, costs, losses, debts, and expenses (including attorneys’ fees and legal expenses) of any kindnature whatsoever, nature known or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”)unknown, which any Loan Party has Employee now has, had, now has or has made may hereafter claim to have had against the Releasees and/or any such person for or of them by reason of any matter, act, omission, mattertransaction, cause or thing whatsoever, in each case, arising out ofoccurrence, or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time event that has occurred or is alleged to have occurred up to and including the date Effective Date of this AmendmentAgreement; provided, however, that the foregoing Release is not intended to and shall not release (i) any claims Employee may have to indemnification pursuant to the Company’s Certificate of Formation, Operating Agreement or the Delaware Limited Liability Company Act (including any amendments), (ii) any rights Employee may have pursuant to any policies of insurance maintained by the Company, (iii) any rights Employee may continue to have pursuant to any Incentive Unit Grant Agreement to which Employee is a party, the Rubicon Global Holdings, LLC Profits Participation Plan or the Sixth Amended and Restated Operating Agreement of the Company, as amended, to the extent Employee continues to be a member of the Company following the Separation Date, (iv) any rights Employee has in respect of the Special Performance Bonus under Section 3(c) or Section 7 of the Employment Agreement, (v) any benefit plans maintained by the Company, (vi) any right to enforce the provisions of this Agreement or the Employment Agreement, or (vii) any claims or rights that are not releasable under applicable law. (b) This Release includes a knowing and voluntary waiver and release of any and all claims including, but not limited to, claims for nonpayment of wages, overtime or bonuses or other claims pursuant to the Fair Labor Standards Act, breach of contract, fraud, loss of consortium, emotional distress, personal injury, injury to reputation, injury to property, intentional torts, negligence, wrongful termination, constructive discharge, retaliation, discrimination, harassment, non-payment of equity in the Company, and 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 paid all overtime, bonuses, wages or other monies due and payable to Employee as of the Effective Date of this Agreement. Specifically included, without limitation, in this waiver and release is a knowing and voluntary waiver and release of all claims of employment discrimination, including but not limited to disability discrimination, harassment, retaliation or any other claims under the Americans With Disabilities Act; any claims under the Americans With Disabilities Act Amendments Act of 2008; any claims under Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991; any claims under the Age Discrimination in 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 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 such 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 a complete defense and may bar any and all claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any actionor all the Releasees based on any matter, suit act, omission, transaction, occurrence, or other proceeding which may be institutedevent 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, prosecuted or attempted in breach of the provisions of such releaseif known by Employee, might have materially affected Employee’s decision to execute this Agreement. 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 Employee hereby knowingly and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely voluntarily waives and relinquishes any and all rights and benefits that it has or which Employee may ever have pursuant under applicable law with respect to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 PARTYsuch general release provisions.

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

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

Release of Claims. In consideration of the benefits provided to the Borrowers under the terms and provisions hereof, each Borrower hereby agrees as follows ("General Release"): (a) Each Loan Party Borrower, for itself and on behalf of its successors and assigns, does hereby absolutely and unconditionally releases release, acquit and forever discharges discharge the Administrative Agent, each Agent and the Lender, and any all of their respective predecessors in interest, and all participantsof their respective past and present officers, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officersattorneys, affiliates, employees and agents, attorneys of and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action action, defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, each as though fully set forth herein at length (each, a "Released Claim" and collectively, the "Released Claims"), that any Borrower now has or may acquire as of the date that the Borrowers have 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 their respective predecessors in interest, to any Borrower, and any agreements, notes or documents of any kind related thereto or the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Each Borrower hereby acknowledges, represents and warrants to the Agent and the Lender that 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 releases all rights and benefits which it might otherwise have under any state or local laws or statutes with regard to the release of such unknown, unanticipated or misunderstood Released Claims. (c) Each person signing below on behalf of a Borrower acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that any Borrower may have as of the Release Date. Each Borrower hereby acknowledges that it has 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, nature whether any such Released Claim is based on contract, tort, warranty, mistake or descriptionany other theory, whether arising in law legal, statutory or equity or upon contract or tort or under equitable; and (iii) any state or federal law or otherwise (each, attempt to assert a “Claim” and collectively, the “Claims”), which any Loan Party has had, now has or has made claim to have against any such person for or Released Claim barred by reason of any act, omission, matter, cause or thing whatsoever, in each case, arising out of, or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining this General Release shall subject a Borrower 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 THATprovisions of applicable law setting forth the remedies for the bringing of groundless, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYfrivolous or baseless claims or causes of action.

Release of Claims. Each Loan Party hereby absolutely (a) The Note Holder, on his, her or its behalf and, if and unconditionally releases and forever discharges only to the Administrative Agentextent permitted under applicable Law, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees on behalf of any of the foregoing (eachNote Holder’s heirs, a “Releasee” and collectivelysuccessors in interest or assigns, the “Releasees”), from any and all claimsother Persons that might allege a claim, demands demand, complaint, cause of action, suit, proceeding, arbitration, audit, hearing, investigation or causes of action of any kindinquiry (whether formal or informal, nature civil, criminal or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise administrative) (each, a “Claim” ”) through the Note Holder or on his, her or its behalf, hereby knowingly, fully, unconditionally and collectivelyirrevocably (i) acknowledges and agrees that he, she or it has no rights or entitlements with respect to any Company Convertible Notes except as set forth on Exhibit A hereto, (ii) acknowledges and agrees that such Note Holder has no current or potential right, title, license, claim, or unassigned personal interest of any kind to any Company-Owned IP, and (iii) releases, effective as of immediately prior to the “Claims”)Effective Time, which any Loan Party has hadand all Claims (whether held directly, now derivatively, or otherwise) that the Note Holder has or has made claim to may have against the Company or any present or former director, officer, manager, employee or agent of the Company, in such person for Person’s capacity as such, whether asserted or by reason of unasserted, known or unknown, contingent or noncontingent, past or present, arising or resulting from or relating, directly or indirectly, to any act, omission, matterevent or occurrence prior to the Closing relating to the Company, cause including with respect to the Company Capital Stock, Company Convertible Notes, or thing whatsoeverany 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, arising out of, or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including form in force at the date of execution of this AmendmentAgreement or at any prior or subsequent time) where the exercise of any such right would in any way prevent, whether such claimsconflict with, demands hinder, or be inconsistent with the execution and causes performance of action are matured this Agreement or unmatured the consummation of the Merger or known any of the other Transactions. (c) The Note Holder agrees to irrevocably waive and not to exercise any rights of appraisal or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees any dissenters’ rights that the release set forth above Note Holder may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit have (whether under applicable Law or other proceeding which may be instituted, prosecuted otherwise) or attempted could potentially have or acquire 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 Merger or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 PARTYTransactions.

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

Release of Claims. Each Loan Party 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) Employee hereby absolutely and unconditionally releases releases, acquits, and forever discharges the Administrative AgentCompany and its subsidiaries, each Lenderaffiliates, estates, divisions, successors, insurers and assigns, attorneys and all of their owners, stockholders, general or limited partners, agents, directors, managers, officers, trustees, representatives, employees, the subrogees of all of the above, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing thereof (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or charges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action action, suits, rights, entitlements, costs, losses, debts, and expenses (including attorneys’ fees and legal expenses) of any kindnature whatsoever, nature known or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”)unknown, which any Loan Party has Employee now has, had, now has or has made may hereafter claim to have had against the Releasees and/or any such person for or of them by reason of any matter, act, omission, mattertransaction, cause or thing whatsoever, in each case, arising out ofoccurrence, or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time event that has occurred or is alleged to have occurred up to and including the Effective Date of this Agreement; provided, however, that the foregoing Release is not intended to and shall not release (i) any claims Employee may have to indemnification pursuant to the Company’s Certificate of Formation, Operating Agreement or the Delaware Limited Liability Company Act, (ii) any rights Employee may have pursuant to any policies of insurance maintained by the Company, (iii) any rights Employee may continue to have pursuant to any Incentive Unit Grant Agreement to which Employee is a party, the Rubicon Global Holdings, LLC Profits Participation Plan or the Third Amended and Restated Operating Agreement of the Company, as amended, to the extent Employee continues to be a member of the Company following the Separation Date, or (iv) any benefit plans maintained by the Company. (b) This Release includes a knowing and voluntary waiver and release of any and all claims including, but not limited to, claims for nonpayment of wages, overtime or bonuses or other claims pursuant to the Fair Labor Standards Act, breach of contract, fraud, loss of consortium, emotional distress, personal injury, injury to reputation, injury to property, intentional torts, negligence, wrongful termination, constructive discharge, retaliation, discrimination, harassment, non-payment of equity in the Company, and 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 paid all overtime, bonuses, wages or other monies due to Employee as of the date of this AmendmentAgreement. Specifically included, whether such without limitation, in this waiver and release is a knowing and voluntary waiver and release of all claims of employment discrimination, including but not limited to disability discrimination, harassment, retaliation or any other claims under the Americans With Disabilities Act; any claims under the Americans With Disabilities Act Amendments Act of 2008; any claims under Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991; any claims under the Age Discrimination in 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, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any actionor all the Releasees based on any matter, suit act, omission, transaction, occurrence, or other proceeding which may be institutedevent 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, prosecuted or attempted in breach of the provisions of such releaseif known by Employee, might have materially affected Employee’s decision to execute this Agreement. 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 Employee hereby knowingly and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely voluntarily waives and relinquishes any and all rights and benefits that it has or which Employee may ever have pursuant under applicable law with respect to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 PARTYsuch general release provisions.

Release of Claims. Each Loan Party I, _________________, in consideration of and subject to the performance by CARDIO DIAGNOSTICS, INC., a Delaware corporation (the “Company”) of its obligations under the Employment Agreement, dated as of ___________ _, 20__ (as amended from time to time, the “Agreement”), do hereby absolutely and unconditionally releases release and forever discharges discharge as of the Administrative Agentdate of my execution of this release (this “Release”) the Company, each Lenderits affiliated and related entities, its and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitorstheir respective predecessors, successors and assigns thereofassigns, together with all its and their respective Executive benefit plans and fiduciaries of such plans, and the present current and former officers, directors, officersshareholders, agentsExecutives, attorneys attorneys, accountants and employees agents of any each of the foregoing in their official and personal capacities (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”)) to the extent provided below. I understand that any payments or benefits paid or granted to me under Section 5(b) of the Agreement represent, in part, consideration for signing this Release and are not salary, wages or benefits to which I was already entitled. Such payments and benefits will not be considered compensation for purposes of any Executive benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates. Releases. I knowingly and voluntarily (on behalf of myself, my spouse, my heirs, executors, administrators, agents and assigns, past and present) fully and forever release and discharge the Company and the other Released Parties from any and all claims, demands or suits, controversies, actions, causes of action action, cross claims, counterclaims, demands, debts, liens, contracts, covenants, suits, rights, obligations, expenses, judgments, compensatory damages, liquid damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, orders and liabilities of any kindwhatever kind of nature, nature or description, whether arising in law and in equity, in contract of in tort, both past and present (through the date this General Release becomes effective and enforceable) and whether known or equity unknown, vested or upon contract contingent, suspected, or tort claimed, against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or relate to my employment with, or my separation or termination from, the Company up to the date of my execution of this Release (including, but not limited to, any allegation, claim of violation arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act), the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Executive Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local state or federal law law, regulation or otherwise ordinance; or under any public policy, contract of tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of the Agreement, infliction of emotional distress or defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (each, a “Claim” and collectively, the “Claims”). Executive agrees that this Agreement is intended to include all claims, which any Loan Party has hadif any, now has or has made claim to that Executive may have against any such person for or by reason the Company, and that this Agreement extinguishes those claims. I represent that I have made no assignment of transfer of any actright, omissionclaim, matterdemand, cause or thing whatsoever, in each case, arising out ofof action, or in connection withother matter covered by Section 2 above. In signing this Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured herein above mentioned or unmatured or known or unknownimplied. I expressly consent that this Release shall be given full force and effect according to each and all of its express terms and provisions, except for including those relating to unknown and unsuspected claims up to the duties date of my execution of this Release, if any, as well as those relating to any other claims hereinabove mentioned. I acknowledge and obligations set forth 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 Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded Release shall serve as a full and complete defense to such claims as to my rights and entitlements. I further agree that I am not aware of any Claim and may be used as a basis for an injunction against any action, suit pending charge or other proceeding which may be instituted, prosecuted or attempted in breach complaint of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect type described in any manner the final, absolute and unconditional nature Section 2 above as of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 date of the Civil Code my execution of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 PARTYthis Release.

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

Release of Claims. Each Loan Party On behalf of the Executive and the Executive’s successors, heirs and anyone claiming by or through the Executive, the Executive hereby absolutely irrevocably and unconditionally releases and forever discharges the Administrative AgentCompany, its affiliates and subsidiaries, each Lenderof their respective past, and any and all participantspresent or future equityholders, parent corporationsdirectors, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directorsmanagers, officers, agentsemployees, attorneys representatives, predecessors, successors, assigns, and employees of any of the foregoing all persons acting by, through or in concert with them (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”), from any and all proceedings, demands, rights, causes, actions, suits, obligations, liabilities, debts, sums of money, accounts, bills, dues, covenants, undertakings, promises, contracts, agreements, complaints, controversies, grievances, damages, judgments, actions, claims, demands or causes of action of any kindlosses, nature or descriptioncosts and expenses (including related attorneys’ fees and costs), whether arising in law known or equity unknown, suspected or upon contract unsuspected, anticipated or tort or under any state or federal law or otherwise (eachunanticipated, a “Claim” and collectively, that the “Claims”), which any Loan Party has had, Executive may now has have or has made claim to have ever had against any such person for or of the Released Parties by reason of any act, omission, matter, cause transaction or thing whatsoever, in each case, arising out of, event occurring before or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including on the date of this AmendmentSeparation Agreement (“Claims”), whether such claimsother than: (i) any wages or other compensation due to the Executive as an employee of the Company in the ordinary course of business and consistent with past practice, demands that have been earned but not paid between (A) the date of the last payroll before the date of this Separation Agreement and causes (B) the date of action 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 matured 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 unmatured right that, under applicable law, cannot be waived, including the right to file a charge with or known participate in an investigation or unknownlawsuit conducted by an administrative agency; provided, except for the duties and obligations set forth in this Amendment. Each Loan Party understandshowever, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense Executive hereby waives the Executive’s right to any Claim and may be used as a basis for an injunction monetary recovery if any administrative agency pursues on the Executive’s behalf any claim against any actionReleased Party (including any claims under the False Claims Act, suit or other proceeding which may be instituted31 U.S.C. § 3729, prosecuted or attempted in breach et seq., and similar state Laws),or (viii) any claims under that certain Indemnification Agreement between the Executive and the Company, the limited liability company agreement of the provisions of such release. Each Loan Party agrees that no factEGI-AM Holdings, eventL.L.C., circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision rights incident to ownership of law or principle of equity in any jurisdiction pertaining to equity, including under 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 THATregistration rights agreement between EGI-AM Holdings, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYL.L.C. and Executive.

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

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

Release of Claims. Each Loan Party hereby absolutely (i) The Holder acknowledges and unconditionally releases agrees on behalf of itself and forever discharges each of the Administrative AgentHolder’s trustees, each Lenderbeneficiaries, and any and all participantsdirectors, parent corporationsofficers, subsidiary corporationsmanagers, affiliated corporationsemployees, insurersAffiliates, indemnitorsSubsidiaries, stockholders, members, partners, agents, representatives, heirs, executors, administrators, estate, predecessors, successors and assigns thereof(each, together with all a “Holder Releasing Party”), that each Holder Releasing Party hereby unconditionally, irrevocably and forever releases, acquits and discharges Quellis, the First Step Surviving Company, the Surviving Company and the Company (each a “Company Beneficiary”) and each of the present such Company Beneficiary’s respective current and former directors, officers, managers, employees, representatives, agents, attorneys members, stockholders, parents, Affiliates, Subsidiaries, predecessors, successors, and employees of any of the foregoing assigns (each, a “ReleaseeCompany Released Party” and collectively, the “ReleaseesCompany Released Parties”), ) from any and all rights, actions, causes of action, lawsuits, claims, demands controversies, demands, liabilities, obligations, losses and damages (including reasonable attorneys’ fees and costs incurred or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise to be incurred) (each, a “Claim” and collectively, the “Claims”)) that arise out of or are related to the conduct, which any Loan Party has hadmanagement or operation of the business and affairs of Quellis, now has or has made claim to have against any such person for or by reason of any act, omission, matterevent, cause or thing occurrence relating to (x) Quellis, (y) the Holder’s ownership of the Original Warrant, or (z) any rights or interests in any other securities of Quellis (including any options to acquire capital stock of Quellis), in law or in equity, known or unknown, suspected or unsuspected, matured or unmatured, contingent or vested, of any kind or nature or description whatsoever, in each case, arising out of, or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time to the First Effective Time, that any Holder Releasing Party had, presently has or may hereafter have or claim or assert to have against any Company Released Party, including with respect to the treatment of the Original Warrant in the Merger and/or any breach of fiduciary duty in connection with the approval of the Merger Agreement and the transactions contemplated thereby that the Holder Releasing Party may have against the Company Released Parties; provided, however, that such release shall not apply to (a) claims which may not be waived as a matter of law, or (b) any rights of any Holder Releasing Party under (1) the Merger Agreement, (2) any agreement entered into by any Holder Releasing Party pursuant to the Merger Agreement (including the date of this Amendment, whether such claims, demands and causes of action are matured Warrant) or unmatured (3) any indemnification or known or unknown, except for the duties and obligations exculpation provisions set forth in this Amendment. Each Loan Party understands, the certificate of incorporation or bylaws of Quellis or any indemnification agreement disclosed in the Company Disclosure Letter. (ii) The Holder acknowledges and agrees that the release set forth above may be pleaded as a full Holder has read and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to understands Section 1542 of the Civil Code of the State of CaliforniaCalifornia (“Section 1542”), or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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.:

Release of Claims. Each Loan Party (a) In consideration for the Separation Benefits and the performance of the Company of its obligations herein in connection therewith, Consultant, individually and on behalf of Consultant’s heirs, executors, administrators, attorneys or representatives, successors and assigns (hereinafter collectively referred to as the “Consultant Parties”), hereby absolutely voluntarily, knowingly and unconditionally willingly releases and forever discharges the Administrative AgentCompany and each of its parents, each Lender, subsidiaries and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereofaffiliates, together with all each of the present and former directorsforegoing entities’ respective owners, principals, partners, officers, directors, employees, agents, attorneys members, managers, attorneys, employee benefits plans and employees such plans’ administrators, fiduciaries, trustees, record keepers and service providers, and each of any of the foregoing their respective predecessors, successors, and assigns (each, a “Releasee” and collectively, hereinafter collectively referred to as the “ReleaseesCompany Parties”), ) from any and all rights, claims, charges, actions, causes of action, complaints, grievances, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, demands or causes liabilities of action of any kindevery kind whatsoever, nature or description, whether arising in law or equity in equity, whether known or upon contract unknown, suspected or tort or under any state or federal law or otherwise unsuspected (each, a “Claim” and collectively, the “Claims”)) which Consultant or Consultant’s executors, which any Loan Party has administrators, successors or assigns ever had, now has have or has made may hereafter claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever, in each case, arising out of, or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time up to the 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 contained in this Section shall in any way diminish or impair: (A) Consultant’s ability to commence proceedings to enforce this Agreement; and (B) any Claims Consultant may have that cannot be waived under applicable law (collectively, the “Excluded Claims”). (b) Consultant represents and warrants that, except with respect to the 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, 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 AmendmentAgreement, the Company Parties hereby voluntarily, knowingly and willingly release and forever discharge the Consultant and Consultant Parties from any and all rights, claims, charges, actions, causes of action, complaints, grievances, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for suspected or unsuspected (collectively, “Claims”) which the duties and obligations set forth in this Amendment. Each Loan Party understandsCompany Parties or Company Parties’ executors, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any actionadministrators, suit successors or other proceeding which may be institutedassigns ever had, prosecuted now have or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect 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 any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth aboveConsultant performance of its obligations under the Consulting Agreement and any duty, each Loan Party expressly and completely waives and relinquishes obligation, requirement imposed on Consultant to the extent related to Consulting Agreement. Notwithstanding the foregoing, the Company Parties are not releasing any and all Claims hereunder with respect to (i) the Company’s rights and benefits 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 it has or may ever have pursuant to Section 1542 occurred after such date, (iii) any claims of the Civil Code of the State of Californiafraud, fraudulent activity, or otherwise illegal conduct, or (iv) 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 PARTYclaims that are not otherwise waivable under applicable law.

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

Release of Claims. Each Loan Party hereby absolutely Effective as of the Closing Date, Holder, for itself and unconditionally releases and forever discharges its Affiliates (as defined below), whether an Affiliate as of the Administrative Agent, each LenderClosing Date or hereafter becoming an Affiliate, and any for each of their respective predecessors, successors, assigns, heirs, representatives, and agents and for all related parties, and all participantspersons acting by, parent corporationsthrough, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together under or in concert with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing them in both their official and personal capacities (each, a “Releasee” and collectively, the “ReleaseesHolder 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), 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 “CMGR Parties”), from all claims of any type and all claimsmanner of action and actions, demands or cause and causes of action action, suits, debts, dues, sums of any kindmoney, nature or descriptionaccounts, whether arising reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or equity in equity, known or upon contract unknown, that any Holder Party may have now or tort may have in the future, against any of the CMGR Parties to the extent that those claims arose, may have arisen, or under are based on events which occurred at any state point in the past up to and including the Closing Date, to the extent related to or federal law arising out of or otherwise in connection with the Debt or the Note, but excluding any claims arising out of or pertaining to this Agreement (each, a “Claim” and 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 Loan Party has hadlawsuit action or proceeding, now has judicial, administrative or has made claim otherwise collect or enforce any Holder Released Claim, which is released and discharged herein. For purposes herein, (i) “Affiliate” means, with respect to have against a specified Person, any such person for other Person that directly or indirectly Controls, is Controlled by reason of any act, omission, matter, cause or thing whatsoever, in each case, arising out of, or in connection is under common Control with, the Loan Documents and specified Person; (ii) “Control” means (a) the transactions contemplated thereunder from possession, directly or indirectly, of the beginning power to vote 10% or more of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit securities or other proceeding which may be institutedequity interests of a Person having ordinary voting power, prosecuted (b) the possession, directly or attempted in breach indirectly, of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence power to direct or transaction which could now be asserted or which may hereafter be discovered will affect in any manner cause the final, absolute and unconditional nature direction of the release set forth above. In connection with the releases set forth abovemanagement and policies of a Person, each Loan Party expressly by contractor otherwise, or (c) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person; and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California(iii) “Person” means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any other similar provision of law entity or principle of equity in organization, including a government or political subdivision or 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 PARTYagency or instrumentality thereof.

Release of Claims. Each Loan Party (a) Effective as of the date hereof, the Lender, on behalf of itself and its Affiliates, successors and assigns, hereby absolutely unconditionally and unconditionally irrevocably and forever releases and forever discharges the Administrative AgentMinim, each Lenderits Affiliates, successors and assigns, and any and all participantsof their respective present or former equityholders, parent corporationsdirectors, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directorsmanagers, officers, agents, attorneys and employees of any of the foregoing or agents (each, a “Releasee” and collectively, the “ReleaseesMinim Released Parties”), from of and from, and hereby unconditionally and irrevocably waives, any and all claims, demands or debts, losses, expenses, proceedings, covenants, liabilities, judgments, damages, actions and causes of action action, obligations, accounts and liabilities of any kindkind or character whatsoever, nature known or descriptionunknown, whether arising suspected or unsuspected, in contract, direct or indirect, at law or in equity that the Lender or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which any Loan Party has of its Affiliates ever had, now or as of the date hereof has or has made claim to have against any such person Minim Released Party, for or by reason of any actmatter, circumstance, event, action, inaction, omission, matter, cause or thing whatsoever, in each case, whatsoever arising out of, prior to the date hereof to the extent relating to the Debt Obligations or in connection with, arising under the Loan Documents (the “Lender Released Claims”); provided that nothing in this Section 4(a) will operate to release any liability or obligation of any Minim Released Party from, and the transactions contemplated thereunder from the beginning Lender Released Claims shall not include any liability, obligation or claims arising out of time to and including or under this Agreement. (b) Effective as of the date hereof, Minim, on behalf of this Amendmentitself and its Affiliates, whether such 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 “Lender Released Parties”), of and from, and hereby unconditionally and irrevocably waives, any and all claims, demands debts, losses, expenses, proceedings, covenants, liabilities, judgments, damages, actions and causes of action are matured action, obligations, accounts and liabilities of any kind or unmatured or character whatsoever, known or unknown, except for 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 duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction date hereof has against any actionLender Released Party, suit for or other proceeding which may be institutedby reason of any matter, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no factcircumstance, event, circumstanceaction, evidence inaction, omission, cause or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining thing whatsoever arising prior to the matters released herein. date 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 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 THAT4(b) will operate to release any liability or obligation of any Lender Released Party from, IF KNOWN BY HIM OR HERand the Minim Released Claims shall not include any liability, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYobligation or claims arising out of or under this Agreement.

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

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

Release of Claims. Each Loan Party In consideration of the payment provided for in paragraph 2 above and other good and valuable consideration, the receipt, adequacy, and sufficiency of which is hereby absolutely acknowledged, Employee and unconditionally releases his heirs, executors, administrators, agents, assigns, receivers, attorneys, servants, legal representatives, predecessors and successors in interest, regardless of form, trustees in bankruptcy or otherwise, wards, and any other representative or entity acting on his or their behalf, pursuant to, or by virtue of the rights of any of them, do hereby now and forever discharges unconditionally release, discharge, acquit and hold harmless the Administrative AgentCompany and any parent, each Lendersubsidiary or related companies, and any and all participantsof their employees, parent corporationsagents, subsidiary corporationsadministrators, affiliated corporationsassigns, receivers, attorneys, servants, legal representatives, affiliates, insurers, indemnitorspredecessors and successors in interest, successors regardless of form, trustees in bankruptcy or otherwise, insurance benefit plans, and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing other representative or entity acting on its or their behalf (each, a “Releasee” and collectively, the “Releasees”"Released Parties"), from any and all claims, demands or rights, demands, actions, suits, damages, losses, expenses, liabilities, indebtedness, and causes of action action, of any kind, whatever kind or nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever, in each case, arising out of, or in connection with, the Loan Documents and the transactions contemplated thereunder that existed from the beginning of time to and including through the date of execution of this AmendmentAgreement, regardless of whether such claims, demands and causes of action are matured or unmatured or known or unknown, except and regardless of whether asserted by Employee to date, including, but not limited to, all claims for the duties or relating to assault, battery, negligence, negligent hiring, negligent retention, negligent supervision, negligent training, negligent or intentional infliction of emotional distress, false imprisonment, defamation (whether libel or slander), personal injury, bodily injury, bad faith, pain and obligations set forth in this Amendment. Each Loan Party understandssuffering, acknowledges medical expenses, wage and agrees that the release set forth above may be pleaded as a full hour, lost income and complete defense to earnings (including, but not limited to, back pay, front pay and any Claim and may be used as a basis for an injunction against other form of present or future income, benefits and/or earnings), equitable reinstatement, breach of any actionexpress or implied contract, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions covenant of such release. Each Loan Party agrees that no factgood faith and fair dealing, eventworkers' compensation, circumstancewrongful termination, evidence wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, quid pro quo sexual harassment, retaliation, any request to submit to a drug or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the finalpolygraph test, absolute and unconditional nature of the release set forth above. In connection with the releases set forth aboveand/or whistleblowing, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have whether said claim(s) are brought pursuant to Section 1542 Title VII of the Civil Code Rights Act of 1964, the State Civil Rights Act of California1991, 42 U.S.C. § 1981, the Employee Retirement Income Security Act, the Equal Pay Act, the Pregnancy Discrimination Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act or any other similar provision of constitutional, federal, regulatory, state or local law, or under the common law or principle in equity. Employee further understands and warrants that this Agreement shall operate as a fully binding and complete resolution of equity in any jurisdiction pertaining all claims as to the matters 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, against any of the persons or entities released herein. Section 1542 provides hereunder other than 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 PARTYprovided in paragraphs 2 and 6 of this Agreement.

Release of Claims. Each Loan Party hereby absolutely In order to induce the Administrative Agent and unconditionally releases the Lenders to enter into this Consent, each Credit Party, on behalf of itself and forever discharges its respective Related Parties (collectively, the “Releasing Parties”), acknowledges and agrees that: (a) none of the Releasing Parties presently has any claim or cause of action against any of the Administrative Agent, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of Lender or any of the foregoing their respective Related Parties (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”)) relating to or arising out of any Loan Document or any agreement entered into in connection therewith; (b) to the actual (and not constructive or imputed) knowledge of any officer of any Credit Party, from none of the Releasing Parties presently has any offset right, counterclaim or defense of any kind against any of their respective Obligations, debt or liabilities to the Administrative Agent or any Lender; and (c) each of the Released Parties has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties and their Subsidiaries under the Loan Documents to which it is a party. Each of the Credit Parties wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent or any Lenders’ rights, interests, contracts, or remedies under the Loan Documents, whether known or unknown, as applicable. Therefore, each of the Credit Parties, on behalf of the Releasing Parties, unconditionally releases, waives and forever discharges (x) any and all claimsliabilities, demands obligations, duties, promises or causes of action debt of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” kind of the Administrative Agent and collectively, each Lender to the “Claims”), which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoeverReleasing Parties, in each case, occurring, existing or arising out of, on or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time prior to and including the date of this AmendmentConsent, and (y) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether such claimsarising at law or in equity, demands and causes of action are matured or unmatured or whether known or unknown, except for which the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction Releasing Parties might otherwise have against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions Released Parties for actions taken or not taken on or prior to the date of such release. Each Loan Party agrees that no factthis 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, circumstancecontract, evidence liability, obligation, debt, claim, cause of action, defense, circumstance or transaction which could now be asserted matter of any kind, (B) other than any such liabilities, obligations, claims, causes of action or which may hereafter be discovered will affect in any manner suits resulting from the final, absolute and unconditional nature gross negligence or willful misconduct of the release set forth above. In connection with the releases set forth aboveAdministrative Agent or any Lender, each Loan Party expressly as determined by a court of competent jurisdiction in a final non-appealable judgment and completely waives and relinquishes any and all rights and benefits that it has (C) relating to or may ever have pursuant to Section 1542 arising out of the Civil Code Loan Documents or any agreement entered into in connection therewith. The Released Parties shall not be liable with respect to, and each of the State of CaliforniaCredit Parties hereby waives, releases and agrees not to ▇▇▇ for, any special, indirect or any other similar provision of law or principle of equity in any jurisdiction pertaining consequential damages relating 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 THATLoan Documents or arising out of activities in connection herewith or therewith (whether before, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYon or after the date hereof).

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

Release of Claims. Each Loan Party hereby absolutely Except solely for the obligations of LCPI expressly set forth in this Amendment or the Resignation and unconditionally releases Assignment Agreement and forever discharges the Administrative Agentclaim against LCPI or the other ▇▇▇▇▇▇ Released Parties (as defined below) by Sunbeam Americas Holdings Ltd. Master Pension Trust for approximately $26,000, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present Borrower and former directorsthe other Loan Parties hereby unconditionally and irrevocably release, officerswaive, agentsacquit and discharge all liabilities, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or suits, debts, liens, losses, causes of action action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or descriptionunknown, whether arising in law fixed or equity or upon contract or tort or under any state or federal law or otherwise contingent (each, a “Claim” and collectively, the “Claims”), ) which any Loan Party has had, now has of them may have or has made claim to have against LCPI and ▇▇▇▇▇▇ Brothers Special Financing Inc. (“LBSF”) (whether in their capacities as an agents, lenders, hedging counterparties or otherwise), their parents, subsidiaries, affiliates and shareholders and each of their respective agents, employees, officers, directors, representatives, attorneys, successors and assigns (collectively, the “▇▇▇▇▇▇ Released Parties”) by reason of any such person 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 unconditionally and irrevocably release, waive, acquit and discharge all Claims which any of them may have or claim to have against the Borrower and the other Loan Parties, their parents, subsidiaries, affiliates and shareholders and each of their respective agents, employees, officers, directors, representatives, attorneys, successors and assigns (collectively, the “Jarden Released Parties”) upon or by reason of any act, omission, matter, cause or thing whatsoever, in each case, arising out of, or in connection with, the Loan Documents and the transactions contemplated thereunder whatsoever occurring from the beginning of time the world to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect hereof in any manner the final, absolute and unconditional nature related to Claims arising out of the release set forth above. In or in connection with the releases set forth aboveLoan Documents, each Loan Party expressly and completely waives and relinquishes any obligations thereunder or any other agreement or transaction contemplated thereby or any action taken in connection therewith and all rights foreign exchange forward and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of Californiacommodities hedging contracts entered into between Borrower and LBSF and assignees, if any, or any other similar provision agreement or transaction contemplated thereby or any action taken in connection therewith. LCPI and LBSF for themselves and on behalf of law the other ▇▇▇▇▇▇ Released Parties, further agree forever that LCPI, LBSF and the other ▇▇▇▇▇▇ Released Parties will refrain from commencing, instituting or principle prosecuting any lawsuit, action or other proceeding against any Jarden Released Parties with respect to any and all of equity in the foregoing described released, waived, acquitted and discharged Claims or from exercising any jurisdiction pertaining right or recoupment of setoff that it may have under a master netting agreement or otherwise against any Jarden Released Party with respect to Obligations under the matters released hereinLoan Documents. 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 PARTYEach of the Jarden Released Parties shall be a third party beneficiary of this Agreement.

Release of Claims. Each Loan Party hereby absolutely Subject to paragraph 6 below and unconditionally releases and forever discharges entry of the Administrative AgentFinal Order, each LenderDebtor and its estate shall be deemed to have forever waived, discharged, and any released each of the Existing RBL Secured Parties and all participantstheir respective affiliates, parent corporationsassigns, subsidiary corporations, affiliated corporations, insurers, indemnitors, or successors and assigns thereofthe respective members, together with all of the present and former directorsmanagers, equity holders, affiliates, agents, attorneys, financial advisors, consultants, officers, agentsdirectors, attorneys employees, and employees of any other representatives of the foregoing (eachall of the foregoing, a “Releasee” and collectively, the “Existing RBL Secured Party Releasees”), solely in their capacity as such, from any and all “claims” (as defined in the Bankruptcy Code), demands or counterclaims, causes of action (including causes of action in the nature of “lender liability”), defenses, setoff, recoupment, other offset rights, and other rights of disgorgement or recovery against any kind, nature or descriptionand all of the Existing RBL Secured Party Releasees, whether arising in at law or equity in equity, relating to and/or otherwise in connection with the Existing RBL Obligations, the Existing RBL Liens, or upon contract the debtor-creditor relationship between any of the Existing RBL Secured Parties, on the one hand, and any of the Debtors, on the other hand, including (a) any recharacterization, subordination, avoidance, disallowance, or tort other claim arising under or pursuant to section 105 or chapter 5 of the Bankruptcy Code or under any other similar provisions of applicable state or law, federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever, in each case, arising out oflaw, or in connection withmunicipal law and (b) any right or basis to challenge or object to the amount, validity, or enforceability of the Loan Documents and Existing RBL Obligations or any payments or other transfers made on account of the transactions contemplated thereunder from Existing RBL Obligations, or the beginning validity, enforceability, priority, or non-avoidability of time the Existing RBL Liens securing the Existing RBL Obligations, including any right or basis to and seek any disgorgement or recovery of payments of cash or any other distributions or transfers previously received by any of the Existing RBL Secured Party Releasees; provided, that the Existing RBL Secured Party Releases shall be limited to such claims arising prior to or including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach entry of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 PARTYFinal Order.

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

Release of Claims. Each Loan Party hereby absolutely (a) Subject to and unconditionally releases upon the consummation of the Merger and forever discharges the Administrative Agentreceipt of the Merger Consideration to which Stockholder is entitled, each LenderStockholder, and, if Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and any and all participantseach of their respective heirs, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitorsRepresentatives, successors and assigns thereof(such persons, together with all the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Parent, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present and former or future officers, directors, officersemployees, counsel and agents, attorneys and employees of any the stockholders of the foregoing Company prior to Closing (each, a “Releasee” and collectivelysuch persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands or causes demands, damages, judgments, debts, dues and suits of action of any every kind, nature or descriptionand description whatsoever, whether arising known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”)equity, which Stockholder or any Loan Party has of the Releasors ever had, now has or has made claim to may hereafter have against any such person for of the Releasees, on or by reason of any act, omission, matter, cause or thing whatsoeverwhatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of Stockholder expressly set forth in each casethe Merger Agreement, arising out ofincluding the right to receive the 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, with any future transactions between the Loan Documents and parties that are not related to the Merger Agreement or the transactions contemplated thereunder from the beginning of time to thereby and including the date of this Amendment, whether such claims, demands and causes of action are matured (c) any employment compensation or unmatured benefits matter affecting any Releasor in his or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded her capacity as a full director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries. (b) Stockholder represents that as to each and complete defense every claim released hereunder, S▇▇▇▇▇▇▇▇▇▇ has received the advice of legal counsel with regard to any Claim the releases contained herein, and may be used as a basis for an injunction against any actionhaving been so advised, suit or other proceeding which may be instituted, prosecuted or attempted in breach specifically waives the benefit of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 (c) Stockholder represents and acknowledges that he, she, or it has read this release and understands its terms and has been given an opportunity to ask questions of the Company’s representatives. Stockholder further represents that in signing this release he, she or it does not rely, and has not relied, on any representation or statement not set forth in this release made by any representative of the Company or anyone else with regard to the subject matter, basis or effect of this release or otherwise.

Release of Claims. Each Loan Party hereby absolutely and unconditionally releases and forever discharges the Administrative AgentThe Company, each Lender, and any for itself and all participantsof its predecessors, parent corporationssuccessors and assigns, subsidiary corporationsacknowledges, affiliated corporationsaffirms and represents that immediately prior to giving effect to this Agreement, insurersit is legally, indemnitorsvalidly and enforceably obligated to each of the Noteholders under and pursuant to the Notes and the Existing Note Purchase Agreement and that the Company has no defense, offset, counterclaim or right of recoupment with regard to such obligations. Additionally, the Company for itself and all of its predecessors, successors and assigns, does hereby fully, forever and completely release and discharge each of the Noteholders and all of their respective employees, officers, directors, trustees, shareholders, affiliates, agents, attorneys, representatives, predecessors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”"RELEASED PARTIES"), from any and all claims, demands or demands, liabilities, damages and causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise kind whatsoever (each, a “Claim” and collectively, the “Claims”)"COMPANY CLAIMS") whether based on facts in existence prior to or as of the date hereof, whether known or unknown, which the Company may now have or may have had at any Loan Party has hadtime heretofore or may have at anytime hereafter, now has whether for contribution or has made claim to have against any such person for indemnity or by reason of any actotherwise, omissionand whether direct or indirect, matterfixed or contingent, cause liquidated or thing whatsoever, in each caseunliquidated, arising out of, of or related in any way to any of the following: (a) the Notes and the Existing Note Purchase Agreement and all documents relating thereto or executed in connection withtherewith (the "EXISTING NOTE DOCUMENTS"); and (b) any action, inaction or omission by any of the Released Parties in connection with the Existing Note Documents or the administration thereof. Upon the Effective Date, the Loan Documents 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 transactions contemplated thereunder from Released Parties any action or other proceeding based upon any of the beginning of Company Claims which may have arisen at any time on or prior to and including the date of this Amendment, whether such claims, demands Amendment and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect were in any manner the final, absolute and unconditional nature of the release set forth above. In related to or arising in connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 PARTYExisting Note Documents.

Release of Claims. Each Loan Party hereby absolutely and unconditionally releases and forever discharges (a) Effective as of the Administrative AgentEffective Date, each LenderParty, for itself and its Affiliates (as defined below), and any each of their respective predecessors, successors, assigns, heirs, representatives, and agents and for all related parties, and all participantspersons acting by, parent corporationsthrough, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together under or in concert with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing them in both their official and personal capacities (each, a “Releasee” and collectively, the “ReleaseesReleasor Parties”) hereby irrevocably, unconditionally and forever release, discharge and remise the other Party and its Affiliates (whether an Affiliate as of the Effective Date or later), and their respective predecessors, successors, assigns, heirs, representatives, and agents and for all related parties and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (collectively, the “Released Parties”), from all claims of any type and all 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 extent that those claims arose, may have arisen, or are based on the Share Purchase Agreement or the transactions contemplated therein and to the extent that those claims arose, may have arisen, or events which occurred at any point in the past up to and including the Effective Date (collectively, the “Released Claims”). Each Party represents and warrants that no Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Released Claims released herein are owned by the Party releasing the same, which has the respective sole authority to release them. Each releasing Party, on behalf of itself and its related Releasor Parties, agrees that it shall forever refrain and forebear from commencing, instituting or prosecuting any 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 losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, demands 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, caused to be filed, or presently is a party to any claim, complaint, or action against any other Party in any forum or form and should any such charge or action be filed by any Releasor Party or by any other person or entity on any Releasor Party’s behalf involving matters covered by this Section 2, the Releasor Party agrees to promptly give the agency or court having jurisdiction a copy of this Agreement and inform them that any such claims any such Releasor Party might otherwise have had are now settled. (d) This Agreement shall not be deemed or construed at any time or for any purpose as an admission by any Party of any liability or obligation of any kind. Any such liability or wrongdoing is expressly denied. The Parties hereto acknowledge that this Agreement was reached after good faith negotiations and after each party had an opportunity to consult legal counsel. (e) For purposes herein, nature “Affiliate” means, with respect to a specified Person, any other Person that directly or descriptionindirectly Controls, whether arising in law is Controlled by or equity or upon contract or tort or is under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever, in each case, arising out of, or in connection common Control with, the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this Amendmentspecified Person. “Person” means a natural person, whether such claimsa corporation, demands and causes of action are matured or unmatured or known or unknowna limited liability company, except for the duties and obligations set forth in this Amendment. Each Loan Party understandsa partnership, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any actionassociation, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, trust or any other similar provision entity or organization. “Control” means (a) the possession, directly or indirectly, of law the power to vote 50% or principle more of the securities or other equity in any jurisdiction pertaining interests of a Person having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct or cause 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 THATdirection of the management and policies of a Person, IF KNOWN BY HIM OR HERby contractor otherwise, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYor (c) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person.

Release of Claims. Each Loan Party As used in this Release of Claims (this “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”) and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ (my “Employment Agreement”). For and in consideration of the severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby absolutely and unconditionally releases agree to release and forever discharges discharge the Administrative Agent, Company and each Lenderof its direct and indirect parent and subsidiary entities, and any all of their respective predecessors, successors, and all participantspast, current, and future parent corporationsentities, affiliates, subsidiary corporationsentities, affiliated corporationsinvestors, insurersdirectors, indemnitorsshareholders, successors and assigns thereof, together with all of the present and former directorsmembers, officers, general or limited partners, employees, attorneys, agents, attorneys and employees representatives, and the employee benefit plans in which I am or have been a participant by virtue of any of my employment with or service to the foregoing Company (each, a “Releasee” and collectively, the “Company Releasees”), from any and all claims, demands claims that I have or causes of action of may have had against the Company Releasees based on any kind, nature events or description, whether circumstances arising in law or equity occurring on or upon contract prior to the date hereof and arising directly or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever, in each case, arising indirectly out of, relating to, or in connection withany 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 Loan Documents 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 transactions contemplated thereunder from Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the beginning 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 time to the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and including Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the date 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 Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above Release may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit suit, arbitration, or other proceeding which covered by the terms hereof that is or may be institutedinitiated, prosecuted prosecuted, or attempted in breach maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the provisions date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or to the extent such release. Each Loan Party agrees Proceeding relates to a claim not waived hereunder; and (ii) waive any right that no fact, event, circumstance, evidence or transaction which could now be asserted or which I may hereafter be discovered will affect have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the finalEqual Employment Opportunity Commission (“EEOC”), absolute except in each case to the extent such Proceeding relates to a claim not waived hereunder. Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and unconditional nature limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (i) claims to receive my severance payments and benefits in accordance with the terms of the Employment Agreement, (ii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45]1 days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any remaining consideration period. I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. In connection with I understand and acknowledge that I will not be entitled to the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights severance payments and benefits unless this Release is effective on or before the date that it has or may ever have pursuant to Section 1542 is sixty (60) days following the date of the Civil Code my termination of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 PARTYemployment.

Release of Claims. Each Loan Party hereby absolutely (a) Subject to and unconditionally releases upon the consummation of the Merger and forever discharges the Administrative Agentreceipt of the Merger Consideration to which Stockholder is entitled, each LenderStockholder, and, if Stockholder is a legal entity, together with the Stockholder’s officers, directors, members, stockholders, subsidiaries and Affiliates, and any and all participantseach of their respective heirs, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitorsRepresentatives, successors and assigns thereof(such persons, together with all the “Releasors”), hereby fully, unconditionally and irrevocably (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Parent, Merger Sub, the Company, each of their subsidiaries and Affiliates and their respective past, present and former or future officers, directors, officersemployees, counsel and agents, attorneys and employees of any the stockholders of the foregoing Company prior to the Merger Closing (each, a “Releasee” and collectivelysuch persons, the “Releasees”), from and against any and all commitments (including any right to acquire or receive Company Common Stock before the Effective Time), liabilities, actions, charges, complaints, agreements, controversies, causes of action, claims, demands or causes counterclaims, demands, damages, liabilities, obligations, judgments, debts, costs, expenses, dues and suits of action of any every kind, nature or descriptionand description whatsoever, whether arising known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”)equity, which Stockholder or any Loan Party has of the Releasors ever had, now has or has made claim to may hereafter have against any such person for of the Releasees, on or by reason of any act, omission, matter, cause or thing whatsoeverwhatsoever that arose prior to the Merger Closing (collectively, “Claims”); provided, however, that nothing herein shall be deemed to release (a) any right of Stockholder expressly set forth in each casethe Merger Agreement, arising out ofincluding the right to receive the 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, with any future transactions between the Loan Documents and parties that are not related to the Merger Agreement or the transactions contemplated thereunder from 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 beginning Company, its Affiliates or its subsidiaries. (b) Stockholder, on behalf of itself and the other Releasors, hereby expressly waives any rights Stockholder may have under any Law that provides that a general release does not or may not extend to claims that the Releasors do not know or suspect to exist in the Releasors’ favor at the time to of executing this Agreement. Stockholder acknowledges, on behalf of itself and including the date other Releasors, that the inclusion of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth unknown Claims in this Amendment. Each Loan Party understands, acknowledges Agreement was separately bargained for and agrees that the release set forth above may be pleaded as was a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature key element of the release set forth abovein this Section 17. In connection Stockholder acknowledges, on behalf of itself and the other Releasor, that Stockholder or the other Releasors may hereafter discover facts which are different from or in addition to those that Stockholders or the other Releasors may now know or believe to be true with the releases set forth above, each Loan Party expressly and completely waives and relinquishes respect to any and all rights Claims released under this Section 17 and benefits agree that it all such unknown Claims are nonetheless released and that this Agreement will be and remain effective in all respects even if such different or additional facts are subsequently discovered. Stockholder, on behalf of itself and the other Releasors, represents that as to each and every Claim released hereunder, ▇▇▇▇▇▇▇▇▇▇▇ has or may ever have pursuant received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 (c) Stockholder, on behalf of itself and the other Releasors, represents and acknowledges that he, she, or it has read this release and understands its terms and has been given an opportunity to ask questions of the Company’s representatives. Stockholder further represents, on behalf of itself and the other Releasors, that in signing this release he, she or it does not rely, and has not relied, on any representation or statement not set forth in this release made by any representative of the Company or anyone else with regard to the subject matter, basis or effect of this release or otherwise.

Release of Claims. Each The Borrower may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Credit Agreement or the other Loan Party Documents. The Administrative Agent, the Lenders, the Issuing Lender, the Swingline Lender, and the Borrower desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus the Borrower makes the releases contained in this Section 14. In consideration of the Administrative Agent and the Lenders entering into this Amendment, the Borrower hereby absolutely fully and unconditionally releases and forever discharges each of the Administrative Agent, each the Lenders, the Issuing Lender, the Swingline Lender and any and all participantstheir respective directors, parent corporationsofficers, subsidiary corporationsemployees, affiliated corporationssubsidiaries, insurersbranches, indemnitorsaffiliates, attorneys, agents, representatives, successors and assigns thereofand all persons, together with all of the present firms, corporations and former directors, officers, agents, attorneys and employees of organizations acting on any of the foregoing their behalves (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”), of and from any and all claims, demands or allegations, causes of action action, costs or demands and liabilities, of any kindwhatever kind or nature, nature or descriptionarising prior to the date on which this Amendment is executed, whether arising in law known or equity unknown to the Borrower on the date hereof, whether liquidated or upon contract unliquidated, fixed or tort contingent, asserted or under any state unasserted, foreseen or federal law unforeseen, matured or otherwise (eachunmatured, a “Claim” and collectivelysuspected or unsuspected, the “Claims”)anticipated or unanticipated, which any Loan Party the Borrower has had, now has or has made claim to have against any such person for or the Released Parties by reason of any actact or omission on the part of the Released Parties, omissionor any of them, matteroccurring prior to the date on which this Amendment is executed, cause including all such loss or thing whatsoeverdamage 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, or in connection withof the Loans, the Obligations, the Credit Agreement or any of the Loan Documents and the transactions contemplated thereunder from the beginning of time to and Documents, including the administration or enforcement thereof (collectively, all of the foregoing, the “Claims”). The Borrower represents and warrants that it has no knowledge of any Claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of this Amendment, whether such claims, demands a Claim by the Borrower against the Released Parties which is not released hereby. The Borrower represents and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees warrants that the release set forth above may be pleaded as foregoing constitutes a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach release of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 PARTYClaims.

Release of Claims. (a) Each of the Borrower and the Parent hereby ratifies, reaffirms and acknowledges that the Loan Party Documents and this Amendment represent their valid, enforceable and collectible obligations, and that they have no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Each of the Borrower and the Parent hereby absolutely acknowledges and unconditionally agrees that, through the date hereof, each of the Administrative Agent and the Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with the Borrower, the Parent and Guarantor in connection with the Loans. Each of the Borrower and the Parent hereby releases and forever discharges the Administrative Agent, each LenderLenders, and any and all participants, their respective parent corporations, subsidiary corporationssubsidiaries and affiliates, affiliated corporationsany holder of or participant in a Loan, insurersand each of their respective present and former officers, indemnitorsdirectors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, personal representatives, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”), from any and all claims, demands or liabilities, damages, actions and causes of action of any kind, every nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise character (each, a “Claim” and collectively, the “Claims”), which any Loan Party has hadknown or unknown, now has direct or has made claim to have against any such person indirect, at law or in equity, for or by reason because of any actmatter or things done, omission, matter, cause omitted or thing whatsoever, in each case, arising out of, or in connection with, suffered to be done by any of the Loan Documents and the transactions contemplated thereunder from the beginning of time Released Parties prior to and including the date hereof, relating to the Loans, the administration of the Loans, the Bridge Credit Agreement, any of the other Loan Documents or the modifications described in this Amendment. (b) In entering into this Amendment, whether such claimseach of the Borrower and the Parent has consulted with, demands and causes been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of action are matured or unmatured or known or unknown, except for the duties Released Parties and obligations set forth in this Amendment. Each Loan Party understands, hereby agrees and acknowledges and agrees that the release set forth above may be pleaded as a full validity and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach effectiveness 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 aboveabove do not depend in any way on any such representations, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has acts and/or omissions or may ever have pursuant to the accuracy, completeness or validity hereof. The provisions of this Section 1542 6 shall survive the termination of the Civil Code Bridge Credit Agreement, the other Loan Documents, and the payment in full of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to Obligations under 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 PARTYBridge Credit Agreement.

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

Release of Claims. Each Loan Party hereby absolutely (a) Effective as of, and unconditionally releases and forever discharges contingent upon, the Administrative AgentClosing, each LenderSelling 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 agrees that he, she or it has no current or potential right, title, license, claim or unassigned personal interest of any kind in or to any Company Owned Intellectual Property or, more generally, to any Company Intellectual Property and (c) releases, effective as of the Closing Date, any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors Claims and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action that such Selling Securityholder has or may have against the Company or any Subsidiary or any present or former director, officer, manager, employee or agent of the Company or any kind, nature or descriptionSubsidiary, whether asserted or unasserted, known or unknown, contingent or noncontingent, past or present, arising in law or equity resulting from or upon contract relating, directly or tort or under any state or federal law or otherwise (eachindirectly, a “Claim” and collectively, the “Claims”), which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matterevent or occurrence prior to the Closing relating to the Company, cause any Subsidiary, the Company Intellectual Property, the Purchased Shares and any rights or thing whatsoeverinterests therein (the “Released Claims”). Notwithstanding anything to the contrary in the foregoing, nothing in this Section 6.15 will be deemed to constitute release by such Selling Securityholder of (i) 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 Company that is disclosed in Schedule 2.16 of the Company Disclosure Letter, (iii) any rights to continuing indemnification, exculpation or expense advancement to the extent provided under (A) the organizational documents of the Company or any Subsidiary that have been provided to Purchaser, (B) any indemnification agreement to which the Selling Securityholder and the Company or any Subsidiary are parties that is disclosed in Schedule 2.21 of the Company Disclosure Letter or (C) any applicable policy of directors’ and officers’ insurance maintained by the Company Group that is disclosed on Schedule 2.14 of the Company Disclosure Letter and (iv) if the Selling Securityholder is or was an employee or other service provider of the Company, (A) rights to accrued but unpaid wages, salaries or other 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 caseSelling 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, arising out ofhereby knowingly, fully, unconditionally and irrevocably waives any Claim or right of recourse he, she, or in connection with, it may have against the Loan Documents Company with respect to the Company’s representations and the transactions contemplated thereunder from the beginning of time to and warranties (including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations any inaccuracies thereof) set forth in this Amendment. Each Loan Party understands, acknowledges Article II and agrees that the release covenants of the Company set forth above may be pleaded as a full in Article V and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach Article VI. (b) Each of the provisions of such release. Each Loan Party agrees that no factInitial Selling Stockholders and the Joining Securityholders hereby unconditionally and irrevocably releases, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute discharges 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 of its rights under any term of the CL Shareholders Agreement, the Articles of Association or any other agreement between the Company and benefits that it has such Selling Securityholder where the exercise of any such right would in any way prevent, conflict with, hinder or may ever have pursuant to be inconsistent with the execution and performance of this Agreement or the consummation of the Stock Purchase or any of the other Transactions. (c) Each Selling Stockholder further waives any rights under Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as followswhich states: 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 PARTYDEBTOR.

Release of Claims. Each Loan Party For valuable consideration, the receipt and adequacy of which are hereby absolutely acknowledged, Borrower on behalf of itself and on behalf of its respective successors, assigns, partners, and agents, and the members, directors, shareholders, officers and directors of its partners (collectively, “Releasors”), hereby irrevocably and unconditionally releases release and forever discharges the discharge Administrative AgentAgent and each Lender and its successors, each Lenderassigns, agents, officers, employees, representatives, attorneys, and affiliates, and all persons acting by, through, under, or in concert with any of the aforesaid persons or entities (collectively, “Released Parties”), or any of them, from and against any and all participantscauses of action, parent corporationssuits, subsidiary corporationsdebts, affiliated corporationsliens, insurersobligations, indemnitorsliabilities, successors claims, demands, damages, judgments, losses, orders, penalties, costs and assigns thereofexpenses including, together with all without limitation, attorneys’ fees, of the present and former directorsany kind or nature whatsoever, officersknown or unknown, agentssuspected or unsuspected, attorneys and employees of fixed or contingent, liquidated or unliquidated, which any of the foregoing Releasors now have, own, hold, or claim to have, own, or FIRST AMENDMENT TO LOAN DOCUMENTS (eachW Hotel Austin) Page 7 hold, a “Releasee” and or at any time heretofore have had, owned, held or claimed to have had, owned, or held against any of the Released Parties arising from, based upon, or related to, whether directly or indirectly (collectively, “Claims”): (i) the “Releasees”), from Loan; (ii) the Loan Documents; (iii) any and all claimsother agreements, demands documents or causes instruments referenced herein or in the Loan Documents or related hereto or thereto; (iv) any defenses as to the enforcement of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise the Loan Documents; (each, a “Claim” and collectively, the “Claims”), which any Loan Party has had, now has or has made claim to have against any such person for or by reason of v) any act, omission, matter, cause negligence or thing whatsoever, in each case, arising out of, or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, duty by Administrative Agent or any other similar provision Lender regarding the Loan, excluding acts, omissions or negligence resulting from Lender’s willful misconduct or gross negligence; or (vi) any theory of law or principle of equity in any jurisdiction pertaining to lender liability regarding 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 PARTYLoan.

Release of Claims. Each Loan Party (a) In order to be certain that this Agreement will resolve any and all concerns that you might have, the Company requests that you carefully consider its terms, including the release of claims set forth below, and, in that regard encourages you to seek the advice of an attorney before signing this Agreement. (b) For and in consideration of the special pay and benefits to be provided to you under this Agreement, and as a condition of your receipt of such benefits, to which you would not otherwise be entitled, you, on your own behalf and on behalf of your heirs, beneficiaries, executors, administrators, representatives and assigns, and all others connected with or claiming through you, hereby absolutely and unconditionally releases release and forever discharges discharge the Administrative AgentCompany and all of its past, each Lenderpresent and future officers, directors, shareholders, general and limited partners, joint venturers, members, managers, employees, agents, predecessors, successors and assigns, and all others connected with any of them, and any and all participantsbenefit plans maintained by the Company and all past, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officersfuture representatives, agents, attorneys trustees, fiduciaries and employees administrators of any of the foregoing (eachsuch plans, a “Releasee” both individually and collectively, the “Releasees”)in their official capacities, from any and all claims, demands or causes of action action, rights or claims of any kindname or nature whatsoever (all, nature or descriptioncollectively, "Claims"), whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever, in each case, arising out of, or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for which you had in the duties and obligations set forth past, now have, or might now have, through the date on which you sign this Agreement, including without limitation Claims in this Amendment. Each Loan Party understandsany way resulting from, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense arising out of or connected with your employment or its termination or pursuant to any Claim and may be used as a basis for an injunction against any actionfederal, suit state or local law, regulation or other proceeding which may be institutedrequirement, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 including without limitation Title VII of the Civil Code Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act and the fair employment practices statutes of the State state or states in which you have provided services to the Company. (c) This Agreement, including the release of Californiaclaims set forth the paragraph immediately above, creates legally binding obligations and the Company therefore encourages and advises you to consult an attorney before signing this Agreement. In signing this Agreement, you give the Company assurance that you have signed it voluntarily and with a full understanding of its terms; that you have had sufficient opportunity, before signing this Agreement, to consider its terms and to consult with an attorney, if you wished to do so, or to consult with any other similar provision legal or tax advisors or members of law your immediate family; and that, in signing this Agreement, you have not relied on any promises or principle representations, express or implied, that are not set forth expressly in this Agreement. You acknowledge that in accordance with the requirements of equity the Older Workers Benefit Protection Act, the Company is providing you, in any jurisdiction pertaining to EXHIBIT B, a list of 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 THATjob titles and ages of all employees who have been selected for layoff at this time and therefore are eligible for severance benefits, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYtogether with the job classifications and ages of all individuals who have not been selected for layoff and therefore are not eligible for severance benefits.

Release of Claims. 6.8.1.1 Each Loan Party Seller hereby absolutely irrevocably and unconditionally releases and forever discharges the Administrative AgentCorporation, each Lenderthe Subsidiary, their respective directors, officers, employees, shareholders and any and all participantsrepresentatives, parent corporationsheirs, subsidiary corporationsexecutors, affiliated corporationsadministrators, insurers, indemnitorslegal representatives, successors and assigns thereof, together with (all of the present such persons and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, entities being called the “Releasees”)) from: (A) all Claims which such Seller or his/her heirs, from any executors, administrators, legal representatives, successors and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise assigns (each, a “Claim” and collectively, the “ClaimsReleasing Parties”), which any Loan Party has ) ever had, now has have, or has made claim to may in the future have against any such person for or of the Releasees by reason of any actcause, omission, matter, cause matter or thing whatsoever, in each case, arising out of, or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this Amendmentthing, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for occurring on or prior to the duties Closing and (B) any and all obligations, responsibilities, liabilities and debts to any of the Releasing Parties of any kind or nature whatsoever based upon any facts, circumstances, or matters occurring at or prior to the Closing, whether absolute or contingent, known or unknown. However, the foregoing shall not release or otherwise affect (i) the indemnification, representations, warranties, covenants, and all other rights and obligations of any Party set forth in or arising out of this Amendment. Each Loan Party understandsAgreement or any other agreement entered into in connection herewith, acknowledges (ii) any obligation of the Corporation to such Seller as an employee, officer or director of the Corporation for accrued and agrees that 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 release directors and/or officers of the Corporation or any of its Affiliates in effect on or prior to the Closing, the rights to indemnification and advancement in such Seller’s favor described in this Agreement or the rights to indemnification and advancement set forth above in the articles, bylaws or other Constating Documents of the Corporation, and (iv) any claim that may not be pleaded released as a full matter of applicable law. 6.8.1.2 Each Seller, jointly and complete defense 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 Releasee before any Governmental Authority or other forum by reason of any matters released hereby. Such Seller, jointly and severally, for itself and each of its Releasing Parties, represents to the Releasees that such Seller has not assigned or transferred or purported to assign or transfer to any Claim and may be used as a basis for an injunction against Person all or any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of Californiapart of, or any other similar provision of interest in, any Claim (at law or principle in equity) or Loss of equity in any jurisdiction pertaining nature, character or description whatsoever, which is or which purports to the matters be released herein. or discharged by this 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 PARTY6.8.

Release of Claims. Each Loan Party (a) In consideration of the foregoing, the adequacy of which is hereby absolutely expressly acknowledged, Executive hereby unconditionally and unconditionally irrevocably releases and forever discharges discharges, to the Administrative Agentfullest extent applicable law permits, each Lenderthe “Releasees,” as defined in subparagraph 8(b) below, and from any and all participantsevery action, parent corporationscause of action, subsidiary corporationscomplaint, affiliated corporationsclaim, insurersdemand, indemnitorslegal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost and/or expense (including attorney’s fees) that he has, may have or may be entitled to from or against the Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, which arises directly or indirectly out of, or is based on or related in any way to Executive’s employment with the Company, its predecessors, successors and assigns thereofand past, together with all present and future Affiliates (as defined in Paragraph 9 below), subsidiaries, divisions and parent corporations, including, without limitation, any such matter arising from the negligence, gross negligence or willful misconduct of the present Releasees (together, the “Released Claims”); provided, however, that this release does not apply to any claims solely and specifically (i) arising after the date this Agreement is executed, (ii) for indemnification (including, without limitation, under the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party against the Company, its Affiliates or Executive in his capacity as an employee or a former officer or director of the Company or its Affiliates (it being agreed by the Company that Executive shall continue to be entitled to such indemnification in respect of the period prior to the Termination Date), (iii) arising from any breach or failure to perform this Agreement, (iv) that cannot be waived by law, or (v) involving any vested rights Executive may have under a company sponsored employee benefit plan. For the sake of clarity, this Paragraph 8 shall not operate to deny Executive of any rights to coverage under the Company’s directors’ and officers’ liability and insurance policy, officersas in effect from time to time, agentsto which he would otherwise be entitled. (b) The parties intend this release to cover any and all Executive Released Claims, attorneys and employees whether arising under any employment contract (express or implied), policies, procedures or practices of any of the foregoing (eachReleasees, a “Releasee” and collectively, and/or by any acts or omissions of any of the “Releasees”), ’ agents or employees or former agents or employees including from any and all claims, demands demands, damages, sums of money, wages, employee or other benefits, causes of action action, attorney’s fees, suits at law or in equity of whatever kind or nature, whether known or unknown or previously asserted or not, including, but not limited to, any claim or proceeding under the federal Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Rehabilitation Act of 1973, the Uniformed Services Employment and Reemployment Rights Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Virginia Human Rights Act, the Virginians with Disabilities Act, or any claims arising from violations of the Sarbanes Oxley Act of 2002, as amended, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, any personal gain with respect to any claim under a private attorney’s general act or the qui tam provisions of the False Claims Act, or from violation of any kindother federal, nature state or description, whether arising in local civil rights law or equity any other statute, constitutional provision, executive order, law or upon ordinance or pursuant to common law, including any tort, contract or tort or under other claims, any state or federal law claims relating to any aspect of Executive’s employment with the Company, or otherwise (each, a “Claim” and collectively, the “Claims”), which any Loan Party has had, now has or has made claim to have against any such person for or by reason arising out of any actrelationship between the Company and Executive, omission, matter, cause and any claims arising as a result of any matter or thing whatsoeverdone, in each case, arising out of, omitted or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time suffered to be done prior to and including the date of upon which Executive signs below. Executive agrees that it is his intent that this Amendment, whether such claims, demands release shall discharge the Company and causes of action are matured or unmatured or known or unknown, except for others noted above to the duties and obligations set forth in this Amendmentmaximum extent permitted by law. Each Loan Party understands, acknowledges Executive understands and agrees that the Company’s offer of, or his agreement to the above, is not to be construed as an admission of liability by any of the released parties and the Company specifically denies any liability to Executive or to anyone else. As such, it is expressly acknowledged and agreed that this release set forth above may be pleaded as is a general release, representing a full and complete defense to any Claim disposition and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach satisfaction of all of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence Company Releasees’ real or transaction which could now be asserted or which may hereafter be discovered will affect in any manner alleged waivable legal obligations to Executive with the final, absolute and unconditional nature of the release set forth specific exceptions noted above. In connection with The term “Releasees” means the releases set forth aboveCompany, each Loan Party expressly its predecessors, successors and completely waives assigns and relinquishes any past, present and future Affiliates, subsidiaries, divisions and parent corporations and all rights their respective past, present and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of Californiafuture officers, or any other similar provision of law or principle of equity directors, shareholders, employee benefit plan administrators, employees and agents, individually and 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 PARTYtheir respective capacities.

Release of Claims. Each Loan Party hereby absolutely and unconditionally releases and forever discharges Effective as of the Administrative AgentClosing Date, each LenderParty (the “Releasing Party”), for itself and its Affiliates (as defined below), whether an Affiliate as of the Closing Date or hereafter becoming an Affiliate, and any for each of their respective predecessors, successors, assigns, heirs, representatives, and agents and for all related parties, and all participantspersons acting by, parent corporationsthrough, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together under or in concert with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing them in both their official and personal capacities (each, a “Releasee” and collectively, the “ReleaseesReleasing Entities”) hereby irrevocably, unconditionally and forever releases, discharges and remises the other Party and each of its Affiliates (whether an Affiliate as of the Closing Date or later), and their respective predecessors, successors, assigns, heirs, representatives, and agents and for all related parties and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (collectively, the “Released Parties”), from all claims of any type and all claimsmanner of action and actions, demands or cause and causes of action action, suits, debts, dues, sums of any kindmoney, nature or descriptionaccounts, whether arising reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or equity in equity, known or upon contract unknown, that any Releasing Entity may have now or tort may have in the future, against any of the Released Parties to the extent that those claims arose, may have arisen, or under are based on events which occurred at any state point in the past up to and including the Closing Date, to the extent related to or federal law arising out of or otherwise in connection with the Debt or the Note, but excluding any claims arising out of or pertaining to this Agreement (each, a “Claim” and 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 Loan Party has hadlawsuit action or proceeding, now has judicial, administrative or has made claim otherwise collect or enforce any Released Claim, which is released and discharged herein. For purposes herein, (i) “Affiliate” means, with respect to have against a specified Person, any such person for other Person that directly or indirectly Controls, is Controlled by reason of any act, omission, matter, cause or thing whatsoever, in each case, arising out of, or in connection is under common Control with, the Loan Documents and specified Person; (ii) “Control” means (a) the transactions contemplated thereunder from possession, directly or indirectly, of the beginning power to vote 10% or more of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit securities or other proceeding which may be institutedequity interests of a Person having ordinary voting power, prosecuted (b) the possession, directly or attempted in breach indirectly, of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence power to direct or transaction which could now be asserted or which may hereafter be discovered will affect in any manner cause the final, absolute and unconditional nature direction of the release set forth above. In connection with the releases set forth abovemanagement and policies of a Person, each Loan Party expressly by contractor otherwise, or (c) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person; and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California(iii) “Person” means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any other similar provision of law entity or principle of equity in organization, including a government or political subdivision or 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 PARTYagency or instrumentality thereof.

Release of Claims. Each Loan Party (“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) (in the case of Disability), Sections 6(e) or 6(f) (other than the Accrued Obligations) of the Employment Agreement to which this release is attached as Exhibit A (the “Employment Agreement”), to which the Executive would not otherwise be entitled, and except as otherwise set forth in this Agreement, does hereby absolutely and unconditionally releases release and forever discharges discharge _____________________ (the Administrative Agent“Company”), each Lender, and any and all participants, parent corporations, subsidiary corporationsits subsidiaries, affiliated corporations, insurers, indemnitorscompanies, successors and assigns thereofassigns, together with all of the present and its current or former directors, officers, agentsemployees, attorneys and employees of any of shareholders or agents in such capacities (collectively with the foregoing (each, a “Releasee” and collectivelyCompany, the “ReleaseesReleased Parties”), ) from any and all claimsactions, demands or causes of action of any kindaction, nature or descriptionsuits, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (eachcontroversies, a “Claim” claims and collectivelydemands whatsoever, the “Claims”), which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever, in each casewhether known or unknown including, but not limited to, all claims under any applicable laws arising out of, under or in connection withwith 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 Loan Documents job or incurred as a result of loss of employment. Executive acknowledges that 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 transactions contemplated thereunder from Age Discrimination in Employment Act (“ADEA”) and that he understands that the beginning ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of time to age in employment and including 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 Amendment, whether such claims, demands and causes of action are matured paragraph 1 that may have existed on or unmatured or known or unknown, except for prior to the duties and obligations set forth date hereof. Notwithstanding anything in this Amendmentparagraph 1 to the contrary, this General Release of Claims shall not apply to (i) any rights to receive any payments or benefits pursuant to Section [ ] of the Employment Agreement, (ii) any rights or claims that may arise as a result of events occurring after the date this General Release of Claims is executed, (iii) any indemnification rights Executive may have as a former officer or director of the Company or its subsidiaries or affiliated companies, (iv) any claims for benefits under any directors’ and officers’ liability policy maintained by the Company or its subsidiaries or affiliated companies in accordance with the terms of such policy, and (v) any rights as a holder of equity securities of the Company. Each Loan Party understandsIn addition, Executive hereby acknowledges and agrees that the release set forth above may be pleaded as a full he has read and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to understand Section 1542 of the Civil Code of the State of California, which reads as follows: In connection with such waiver and the above releases, Executive acknowledges that he is aware that he may hereafter discover facts in addition to or different from those which he now knows or believes to be true, but that it is his intention hereby to fully, finally, and forever settle and release all such claims, matters, disputes, and differences, known or unknown, fixed or contingent, suspected or unsuspected, except as specifically set forth in this Agreement. The release given herein shall be and remain in effect as full and complete releases notwithstanding the discovery or existence of any other similar provision of such additional or different facts. Executive hereby expressly waives and relinquishes all rights and benefits under that Section and any law or legal principle of equity similar effect in any jurisdiction pertaining with respect to the matters released hereinExecutive’s release of unknown and unsuspected claims given in this Release. Executive have been advised by counsel and understand the meaning and consequences of Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 PARTYand his waiver of said Section and its protections is knowing and voluntary.

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

Release of Claims. Each Loan Party The undersigned hereby absolutely consents to the Merger and, effective as of the Effective Time (as defined in the Merger Agreement) and conditioned upon the effectiveness of the Merger, irrevocably, unconditionally releases and completely releases, acquits and forever discharges each of the Administrative Agent, each LenderReleasees (as defined below) from any Claim (as defined below), and any and all participantshereby irrevocably, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever, in each case, arising out of, or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly unconditionally and completely waives and relinquishes any each and all rights and benefits every Claim that it has the undersigned may have had in the past, may now have or may ever have pursuant to Section 1542 in the future against any of the Civil Code Releasees, relating to or arising out of: any written or oral agreements or arrangements occurring, existing or entered into by the undersigned at any time up to immediately prior to the Effective Time; and any events, matters, causes, things, acts, omissions or conduct, occurring or existing at any time up to immediately prior to the Effective Time, including, without limitation, any Claim: (i) to the effect that the undersigned is or may be entitled to any compensation, benefits or perquisites from the Company or any of its direct or indirect subsidiaries; or (ii) otherwise arising (directly or indirectly) out of or in any way connected with the undersigned's employment or other relationship with the Company or any of its direct or indirect subsidiaries; provided, however, that the undersigned is not releasing the undersigned's rights, if any: under the Merger Agreement and the related documents executed in connection therewith; under the indemnification provisions contained in the Articles of Incorporation or Bylaws of the State of California, Company or any of its subsidiaries; with respect to salaries, bonuses and expenses that have accrued in the ordinary course of business consistent with past practices; to accrued vacation and vested benefits under the Company's employee benefit plans, other similar provision than with respect to options to acquire capital stock of law or principle of equity in any jurisdiction pertaining the Company granted to the matters released hereinundersigned by the Company; and with respect to claims against Parent that 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 and the other transactions contemplated thereby, and any relationship between the undersigned and the Company or between Parent and the Company. 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.For purposes of this Agreement:

Release of Claims. Each Loan Party hereby absolutely In consideration for the negotiation of the Employment Agreement, Executive, for himself and unconditionally for his heirs, executors, administrators, and assigns (hereinafter referred to collectively as “Releasors”), forever releases and forever discharges the Administrative Agent, each Lender, Company and any and all participantsof its subsidiaries, parent corporations, subsidiary corporationsdivisions, affiliated corporationsentities, insurers, indemnitorsemployee benefit and/or pension plans or funds, successors and assigns thereofassigns, together with and all of the its or their past and present and former officers, directors, officersmembers, agentsshareholders, attorneys trustees, agents and employees of any of the foregoing (each, a “Releasee” and collectively, hereinafter referred to as the “ReleaseesEntities and Persons”), from any and all claims, demands or causes demands, cause of action action, fees and liabilities of any kind, nature or descriptionkind whatsoever, whether arising in law known or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”)unknown, which any Loan Party has Executive ever had, now has has, or has made claim to may have against any such person for or the Entities and Persons by reason of any actual or alleged act, omission, mattertransaction, cause or thing whatsoeverpractice, in each caseconduct, arising out ofoccurrence, or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time other matter up to and including the date of this AmendmentEmployment Agreement and with regard to his employment with the Company. Without limiting the generality of the foregoing, the provisions of this Section 15 are intended to and shall release the Entities and Persons from any and all claims, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except which Releasors ever had, now have, or may have against the Entities and Persons arising out of Executive’s employment with the Company, including, but not limited to: (i) any claim under Title VII of the Civil Rights Act, as amended; (ii) any other claim (whether based on federal, state, or local law, statutory or decisional) relating to or arising out of Executive’s employment by the Company and the terms and conditions of such employment; (iii) any claim under the Age Discrimination in Employment Act, as amended; (iv) any claim under applicable state or local law against discrimination; (v) any claim for attorneys’ fees, costs, disbursements and/or the duties and obligations set forth like; or (vi) any claim under, with regard to, or in connection with this AmendmentEmployment Agreement or any agreement or plan with regard to equity, incentive or deferred compensation. Each Loan Party understandsNotwithstanding the foregoing, acknowledges and the foregoing release shall not cover rights of indemnification to which Executive is entitled under the Company’s Certificate of Incorporation, By-laws, or Section 13 hereof or otherwise with regard to his service as an officer of the Company. Executive agrees that the release set forth above may be pleaded as a full and complete defense he will not, from any source or proceeding, seek or accept any award or settlement with respect to any Claim claim or right covered by Section 15(a) above. In addition to the foregoing, except as otherwise prohibited by law, Executive represents and may be used as a basis for an injunction against warrants that he will not ▇▇▇ or commence any proceeding (judicial or administrative), or participate in any action, suit or other proceeding which may be institutedproceeding, prosecuted or attempted in breach against any of the provisions of such release. Each Loan Party agrees that no factEntities and Persons, with respect to any act, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of Californiaoccurrence, or any alleged failure to act, released hereunder. In the event any portion of this Section 15 shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other similar provision of this Section 15. The provisions of this Section 15 are not intended, and shall not be construed, as an admission that the Entities and Persons have violated any federal, state or local law (statutory or principle decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever against Executive. Executive acknowledges that he has been advised by the Company to consult an attorney before signing this Employment Agreement and that he has executed this Employment Agreement after having had the opportunity to consult with an attorney of equity in any jurisdiction pertaining his choice and has had an opportunity 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 PARTYconsider this Employment Agreement for a period of at least fourteen (14) days.

Release of Claims. Each Loan Party Notwithstanding the failure of any condition precedent set forth in Section 3 above to be satisfied, the Borrower hereby absolutely and unconditionally forever releases and forever discharges the Administrative Agent, each Lenderthe Issuing Bank, the Lenders, the Lead Arrangers, the Syndication Agent, the Documentation Agents and any their respective Affiliates and all participantstheir and their Affiliates’ respective subsidiaries, parent corporationsparents, subsidiary corporationsshareholders, affiliated corporationspartners, insurersofficers, indemnitorsdirectors, employees, agents, attorneys, heirs, successors and assigns thereofassigns, together with all of the both present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”), ) from any and all claims, demands or actions, causes of action of any kindaction, nature defenses, suits, controversies, damages, judgments and demands whatsoever, asserted or descriptionunasserted, whether arising in law or contract, tort, law, equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), ) which any Loan Party has had, now the Borrower has or has made claim to may have against any such person for or of the Released Parties by reason of any action, failure to act, omissionmatter or thing whatsoever arising from or based on facts occurring prior to the date hereof that in any way may arise out of, matterbe connected to or in any other way be related to any of the Loan Documents, including but not limited to any Claim that relates to, in whole or in part, directly or indirectly, (a) the making or administration of the Loans or Letters of Credit, (b) any such Claims based on fraud, mistake, duress, usury or misrepresentation, or any other Claim based on so-called “lender liability” theories, (c) any actions or omissions of any of the Administrative Agent, the Issuing Bank, any Lender or any other Released Party in connection with the initiation or continuing exercise of any right or remedy contained in the Loan Documents or available under Applicable Law or otherwise, (d) lost profits, (e) loss of business opportunity, (f) increased financing costs, (g) increased legal or other administrative fees or (h) damages to business reputation. Furthermore, the Borrower hereby covenants and agrees not to bring, commence, prosecute, maintain, or cause or thing whatsoeverpermit to be brought, commenced, prosecuted or maintained, any suit or action, either at law or in equity, in each caseany court or before any other administrative or judicial authority, regarding any cause of action or other Claim the Borrower may have against any of the Administrative Agent, the Issuing Bank, any Lender or any other Released Party arising out of, in connection with or in connection with, any way relating to any of the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 PARTYotherwise.

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

Release of Claims. Each Loan Party hereby absolutely (a) Subject to and unconditionally releases upon the consummation of the Merger and forever discharges the Administrative Agentreceipt of the Per Share Merger Consideration, each Lenderthe Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, subsidiaries and Affiliates, and any and all participantseach of their respective heirs, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitorsrepresentatives, successors and assigns thereof(such persons, together with all the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of the Parent, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present and former or future officers, directors, officersemployees, counsel and agents, attorneys and employees of any of the foregoing all Company Stockholders prior to Closing (each, a “Releasee” and collectivelysuch persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands or causes demands, damages, judgments, debts, dues and suits of action of any every kind, nature or descriptionand description whatsoever, whether arising known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”)equity, which the Stockholder or any Loan Party has of the Releasors ever had, now has or has made claim to may hereafter have against any such person for of the Releasees, on or by reason of any act, omission, matter, cause or thing whatsoeverwhatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder to receive the Per Share Merger Consideration pursuant to the Merger Agreement in each caseaccordance with the terms thereof, arising out of, or (b) any liabilities of a Releasee in connection with, with any future transactions between the Loan Documents and Parties that are not related to the Merger Agreement or the transactions contemplated thereunder from the beginning of time to and including the date of this Amendmentthereby, whether such claims, demands and causes of action are matured (c) any employment compensation or unmatured benefits matter affecting any Releasor in his or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded her capacity as a full director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries and complete defense (d) any right of Releasor as an indemnitee, and pursuant to any Claim the Merger Agreement. (b) The Stockholder represents that as to each and may be used as a basis for an injunction against any actionevery claim released hereunder, suit or other proceeding which may be institutedthe Stockholder has received the advice of legal counsel with regard to the releases contained herein, prosecuted or attempted in breach and having been so advised, specifically waives the benefit of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. Each Loan Party hereby absolutely (a) Effective as of the Closing, each Specified Individual, for himself and for each of such Specified Individual’s Affiliated Parties, generally, irrevocably, unconditionally and completely releases and forever discharges each of the Administrative AgentReleasees from, and irrevocably, unconditionally and completely waives and relinquishes, each Lenderof the Released Claims; provided, however, that such Specified Individual shall not be deemed to have released his Preserved Rights (as defined in the next sentence). A Specified Individual’s “Preserved Rights” shall mean (i) any rights such Specified Individual may have under this Settlement Agreement, (ii) any rights such Specified Individual may have under the Consulting Agreement entered into by such Specified Individual in favor of the Company and Parent, (iii) any rights such Specified Individual may have under the Indemnification Agreement between the Company and all participantssuch Specified Individual identified on Schedule 2.4, parent corporationsor any indemnification rights such Specified Individual may have against the Company under applicable law for his conduct as an employee of the Company prior to the Closing and (iv) any rights such Specified Individual may have under the Release of Claims entered into by Parent and the Company in favor of such Specified Individual; provided, subsidiary corporationshowever, affiliated corporations, insurers, indemnitors, successors that a Specified Individual’s “Preserved Rights” shall not include any of the following (and assigns thereof, together with such Specified Individual shall accordingly be deemed to have released and discharged all of the present and former directorsfollowing): (A) any rights to indemnification, officersreimbursement or recovery with respect to any matter arising under or in connection with (i) this Settlement Agreement or any of the Related Documents, agents(ii) any other document executed or delivered by such Specified Individual pursuant to this Settlement Agreement or any of the Related Documents, attorneys and employees (iii) any transaction or action effected pursuant to or contemplated by this Settlement Agreement or any of the Related Documents, (iv) any claim or cause of action arising out of or relating to any inaccuracy in or a breach of any of the foregoing representations, warranties, covenants or obligations of such Specified Individual as set forth in this Settlement Agreement or any of the Related Documents or (eachv) the State Court Action or the Federal Court Actions; (B) any rights such Specified Individual may have under any provision of such Indemnification Agreement relating to officer and director liability insurance; and (C) any rights relating directly or indirectly to any claim that may be asserted against such Specified Individual by any other Specified Individual or by any Associate of any Specified Individual. In addition, in the event that a “Releasee” Specified Individual fails to execute and collectively, deliver to Parent at the “Releasees”Closing each of the documents to be executed by him pursuant to Sections 1.1(b), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”1.2(a)(i), which any Loan Party has had1.2(a)(ii) and 1.2(a)(iii), now has or has made claim such Specified Individual’s “Preserved Rights” shall not include (and such Specified Individual shall accordingly be deemed to have against released and discharged) any rights to indemnification, reimbursement or recovery such person for or by reason of any act, omission, matter, cause or thing whatsoever, in each case, arising out ofSpecified Individual may otherwise have had under the Indemnification Agreement between the Company and such Specified Individual identified on Schedule 2.4, or in connection withany indemnification rights such Specified Individual may otherwise have had against the Company under applicable law for his conduct as an employee of the Company, with respect to any event occurring or fact or circumstance existing during the Loan Documents and the transactions contemplated thereunder period from the beginning of time to and including the date of this AmendmentSettlement Agreement through and including the Closing Date. (b) Each Specified Individual (i) represents, whether warrants and acknowledges that such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach Specified Individual has been fully advised by his attorney of the provisions contents of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or California and (ii) hereby expressly waives the benefits thereof and any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released hereinrights such Specified Individual may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 THATgeneral release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, IF KNOWN BY HIM OR HERwhich if known by him must have materially affected his settlement with the debtor.” Each Specified Individual also hereby waives the benefits of, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYand any rights such Specified Individual may have under, any statute or common law principle of similar effect in any jurisdiction. (c) Nothing in this Section 1.4 shall limit the effect of the General Releases to be executed and delivered by the Specified Individuals at the Closing pursuant to Section 1.2(a)(i).

Release of Claims. Each Loan Party This Amendment is intended to be a further accommodation by Bank to Borrower. In consideration of all such accommodations, and acknowledging that Bank will be specifically relying on the following provisions as a material inducement in entering into this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby absolutely acknowledged, each Borrower, on behalf of itself and unconditionally releases its shareholders and subsidiaries, hereby releases, remises and forever discharges the Administrative AgentBank and its agents, each Lenderservants, and any and all participantsemployees, parent corporationsdirectors, subsidiary corporationsofficers, affiliated corporationsattorneys, insurersaccountants, indemnitorsconsultants, affiliates, representatives, receivers, trustees, subsidiaries, predecessors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”), ) from any and all claims, demands or damages, losses, demands, liabilities, obligations, actions and causes of action of any kind, nature or description, whatsoever (whether arising in contract or in tort, and whether at law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”in equity), which any Loan Party has hadwhether known or unknown, now has matured or has made claim to have against any such person for contingent, liquidated or by reason of any act, omission, matter, cause or thing whatsoeverunliquidated, in each caseany way arising from, arising out of, or in connection with, or in any way concerning or relating to the Loan Documents and Agreement, the other related documents, or any dealings with any of the Released Parties in connection with the transactions contemplated thereunder from by such documents or this Amendment prior to the beginning of time to and including the date execution of this Amendment. This release shall be and remain in full force and effect notwithstanding the discovery by any Borrower after the date hereof (a) of any new or additional claim against any Released Party, whether such claims(b) of any new or additional facts in any way relating to the subject matter of this release, demands and causes (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 action are matured or unmatured or known or unknownthis release; provided, except for however, this release shall not extend to any claims arising after the duties and obligations set forth execution of this Amendment in this Amendmentconnection with the Loan Agreement. Each Loan Party understands, Borrower acknowledges and agrees that this release is intended to, and does, fully, finally and forever release all matters described in this Section 13, notwithstanding the release set forth above may be pleaded as a full and complete defense to existence or discovery of any Claim and may be used as a basis for an injunction against any actionsuch new or additional claims or facts, suit incorrect facts, misunderstanding of law, misrepresentation or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 PARTYconcealment.

Release of Claims. Each Loan Party hereby absolutely and unconditionally releases and forever discharges Effective upon the Administrative AgentEffective Time, each LenderOption Holder, by its execution and delivery of this Agreement, hereby (a) waives any and all participantsrights of indemnification, parent corporationscontribution and other similar rights against the Company, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all the Surviving Corporation or any Subsidiary (whether arising pursuant to any charter document of the present and former directorsCompany, officersthe Surviving Corporation or any Subsidiary, agentsany contract, attorneys and employees of any applicable Law or otherwise) arising out of the foregoing representations, warranties, covenants and agreements contained in this Agreement and/or out of the negotiation, execution or performance of this Agreement, and agrees that any claim of the Buyer, whether for indemnity or otherwise, may be asserted directly against the Option Holders or any Option Holders (eachsolely to the extent, a “Releasee” and collectivelysubject to the limitations, provided in this Agreement), without any need for any claim against, or joinder of, the “Releasees”)Company, the Surviving Corporation or any Subsidiary and (b) forever waives, releases and discharges (and hereby agrees to cause each of its representatives to forever waive, release and discharge) with prejudice the Company, the Surviving Corporation and each Subsidiary from any and all claims, demands rights (including rights of indemnification, contribution and other similar rights, from whatever source, whether under contract, applicable Law or otherwise), causes of action action, protests, suits, disputes, orders, obligations, debts, demands, proceedings, contracts, agreements, promises, liabilities, controversies, costs, expenses, fees (including attorneys’ fees), or damages of any kind, nature arising by any means (including subrogation, assignment, reimbursement, operation of law or descriptionotherwise), whether arising in law known or equity unknown, suspected or upon contract unsuspected, accrued or tort not accrued, foreseen or under any state unforeseen, or federal law mature or otherwise (each, a “Claim” and collectively, the “Claims”), which any Loan Party has had, now has unmature related or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoeverwith respect to, in each caseconnection with, or arising out of, directly or indirectly, any event, fact, condition, circumstance, occurrence, act or omission that was in connection withexistence (or that occurred or failed to occur) at or prior to the Closing; provided, the Loan Documents and the transactions contemplated thereunder however, this clause (b) shall not be construed as releasing (a) any Party from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and its obligations otherwise expressly set forth in this AmendmentAgreement 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) under the director and officer indemnification provisions expressly set forth in their respective Organizational Documents as in effect on the date hereof or included in the agreements listed on Schedule 9.2 of the Merger Agreement as in effect on the date hereof or (ii) any obligation to pay to any Person any wages or benefits arising in the Ordinary Course of Business solely from such Person’s employment with the Company, the Surviving Corporation or a Subsidiary. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party Option Holder hereby expressly and completely waives and relinquishes any and all provisions, rights and benefits that it has or may ever have pursuant to Section conferred by §1542 of the California Civil Code of the State of California, (or any other similar similar, comparable or equivalent provision or law of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as followsapplicable jurisdiction) which section 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 PARTYDEBTOR.”

Release of Claims. Each Loan Party (a) Guarantor hereby absolutely ratifies, reaffirms and unconditionally acknowledges that the Guaranty represents its valid, enforceable and collectible obligations, and that it has no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Guarantor hereby acknowledges and agrees that, through the Seventh Amendment Effective Date, each of the Administrative Agent and the Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with the Borrower, the Parent and Guarantor in connection with the Loans. Guarantor hereby releases and forever discharges the Administrative Agent, each LenderLenders, and any and all participants, their respective parent corporations, subsidiary corporationssubsidiaries and affiliates, affiliated corporationsany holder of or participant in a Loan, insurersand each of their respective present and former officers, indemnitorsdirectors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, personal representatives, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”), from any and all claims, demands or liabilities, damages, actions and causes of action of any kind, every nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise character (each, a “Claim” and collectively, the “Claims”), which any Loan Party has hadknown or unknown, now has direct or has made claim to have against any such person indirect, at law or in equity, for or by reason because of any actmatter or things done, omission, matter, cause omitted or thing whatsoever, in each case, arising out of, or in connection with, suffered to be done by any of the Loan Documents and the transactions contemplated thereunder from the beginning of time Released Parties prior to and including the date Seventh Amendment Effective Date, relating to the Loans, the Guaranty, the administration of the Loans, the Term Loan Agreement, any of the other Loan Documents or the modifications described in the Amendment. (b) In entering into this AmendmentAcknowledgement, whether such claimsthe Guarantor has consulted with, demands and causes been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of action are matured or unmatured or known or unknown, except for the duties Released Parties and obligations set forth in this Amendment. Each Loan Party understands, hereby agrees and acknowledges and agrees that the release set forth above may be pleaded as a full validity and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach effectiveness 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 aboveabove do not depend in any way on any such representations, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has acts and/or omissions or may ever have pursuant to the accuracy, completeness or validity hereof. The provisions of this Section 1542 3 shall survive the termination of the Civil Code Term Loan Agreement, the other Loan Documents, and the payment in full of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to Obligations under 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 PARTYTerm Loan Agreement.

Release of Claims. (a) Each Loan Party of ▇▇ ▇▇ ICW and the Company, for itself and all its equityholders and each of their respective successors, assigns and heirs and all Persons claiming under or through it or any of them (collectively, the “▇▇ ▇▇ ICW Releasors”), hereby absolutely and unconditionally releases and forever discharges discharges, effective at the Administrative AgentEffective Time, each Lenderwithout the need for any further action, and any and all participantsclaims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, judgments, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs incurred) of whatsoever kind or nature, whether at law or in equity, matured or unmatured, known or unknown, suspected and unsuspected, asserted or unasserted, absolute or contingent, accrued or unaccrued, disclosed and undisclosed, and whether due or to become due, for damages actual and consequential, contingent or liquidated or otherwise, past, present and future that he, she or it ever had, now has or hereafter can, shall or may have against Driven or its past and present parent corporationsand subsidiary companies, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors other equityholders thereof and assigns thereof, together with all of the present their respective current and former directors, officers, partners, members, managers, shareholders, employees, agents, attorneys counsel, assigns and employees of any of the foregoing Affiliates (each, a “Releasee” and collectively, the “▇▇ ▇▇ ICW Releasees”), from any and all claimswhether directly or derivatively, demands arising contemporaneously with or causes prior to the consummation of action the Merger, or on account of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which any Loan Party has had, now has or has made claim to have against any such person for or by reason out of any act, omission, transaction, matter, cause or thing whatsoever, in each case, arising out of, event occurring contemporaneously with or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time up to and including the date Effective Time, including, without limitation, (a) any liability arising out of any action of the managing member of ▇▇ ▇▇ ICW or the Company, as applicable, related to approval, negotiation or evaluation of the Merger and adoption of this AmendmentAgreement or any other agreement contemplated herein or consummation of the transactions contemplated hereunder, (b) any liability arising from or relating to ▇▇ ▇▇ ICW or the Company or their respective business, operations, assets or liabilities, (c) any liability arising from or relating to the equity securities of ▇▇ ▇▇ ICW or the Company, (d) any liability arising from or relating to any and all agreements and obligations relating to ▇▇ ▇▇ ICW or the Company, as applicable, entered into or incurred on, prior to or as of the Effective Time, and (e) any liability in respect of any event occurring or circumstances existing on, prior to or as of the Effective Time relating to any of the foregoing matters (the “▇▇ ▇▇ ICW Release”). Notwithstanding the foregoing, the ▇▇ ▇▇ ICW Release shall not include any claims, actions, causes of action, proceedings, suits, rights or demands brought by or asserted by any of ▇▇ ▇▇ ICW Releasors with respect to any of the following, or any liabilities, damages, costs, losses, debts or expenses (including attorney’s fees and costs incurred) arising out of or resulting from any of the following: (i) any rights such ▇▇ ▇▇ ICW Releasor may have in his, her or its capacity as an employee or consultant of any Company Group Member (which includes without limitation any rights the ▇▇ ▇▇ ICW Releasor may have under an employment agreement, offer letter or consulting agreement with any Company Group Member), or (ii) the right to the payment of the Merger Consideration. Each of ▇▇ ▇▇ ICW and the Company, on behalf of itself and the ▇▇ ▇▇ ICW Releasors, hereby irrevocably (x) covenants to refrain, from and after the Effective Time, from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any claim or proceeding of any kind against any ▇▇ ▇▇ ICW Releasee before any court, administrative agency or other forum by reason of any matters released hereby, and (y) expressly waives the benefit of any statute or rule of law, which, if applied to the ▇▇ ▇▇ ICW Release, would otherwise exclude from its binding effect any claim not known by the undersigned as of the Effective Time. (b) Driven, for itself and all its equityholders and each of their respective successors, assigns and heirs and all Persons claiming under or through it or any of them (collectively, the “Driven Releasors”), hereby releases and forever discharges, effective at the Effective Time, without the need for any further action, any and all claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, judgments, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs incurred) of whatsoever kind or nature, whether such claimsat law or in equity, demands and causes of action are matured or unmatured or unmatured, known or unknown, except suspected and unsuspected, asserted or unasserted, absolute or contingent, accrued or unaccrued, disclosed and undisclosed, and whether due or to become due, for damages actual and consequential, contingent or liquidated or otherwise, past, present and future that he, she or it ever had, now has or hereafter can, shall or may have against ▇▇ ▇▇ ICW or the duties Company or their respective past and obligations set forth in this Amendment. Each Loan Party understandspresent parent and subsidiary companies, acknowledges other equityholders thereof and agrees that all of their respective current and former directors, officers, partners, members, managers, shareholders, employees, agents, counsel, assigns and Affiliates (collectively, “Driven Releasees”), whether directly or derivatively, arising contemporaneously with or prior to the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach consummation of the provisions Merger, in each case on account 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 arising out of the release set forth above. In connection with the releases set forth aboveapproval, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has negotiation or may ever have pursuant to Section 1542 evaluation of the Civil Code Merger and adoption of the State of California, this Agreement or any other similar provision agreement contemplated herein or consummation of law the transactions contemplated hereunder (the “Driven Release”). Driven, on behalf of itself and the Driven Releasors, hereby irrevocably (x) covenants to refrain, from and after the Effective Time, from, directly or principle indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any claim or proceeding of equity in any jurisdiction pertaining kind against any Driven Releasee before any court, administrative agency or other forum by reason of any matters released hereby, and (y) expressly waives the benefit of any statute or rule of law, which, if applied to the matters released herein. Section 1542 provides Driven Release, would otherwise exclude from its binding effect any claim not known by the undersigned 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 PARTYof the Effective Time.

Release of Claims. Each The Borrowers acknowledge and confirm their obligations to the Lenders for repayment of the Loans and indebtedness evidenced by the Notes (the “Indebtedness”). The Borrowers (and in the case of Construction Partners, on behalf of itself and Holdings, and in the case of FSC, on behalf of itself and ▇▇▇▇ ▇▇▇▇▇ Construction) further acknowledge and represent that they have no defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever (collectively, the “Loan Party Defenses”) that can be asserted to reduce or eliminate all or any part of their liability to repay the Indebtedness to the Lenders. To the extent that any such Loan Defenses exist, and for and in consideration of the Lenders’ commitments contained in this Agreement, the receipt and sufficiency of which are hereby absolutely acknowledged, they are hereby fully, forever and unconditionally releases irrevocably released. By their execution below, for and forever discharges in consideration of the Administrative AgentLenders’ commitments contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, for themselves (and in the case of Construction Partners, for itself and Holdings, and in the case of FSC, for itself and ▇▇▇▇ ▇▇▇▇▇ Construction) and for their respective successors, executors, heirs, administrators, and assigns, each Lenderhereby acknowledge and agree that neither the Lenders nor any of their officers, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officersemployees, agents, attorneys servants, representatives, attorneys, loan participants, successors, successors-in-interest, predecessors-in-interest and employees assigns (hereinafter referred to collectively as the “Released Parties”) have interfered with or impaired the acquisition, collection, use, ownership, disposition, disbursement, leasing or sale of any of the foregoing collateral that secures the Loan (each, a “Releasee” and collectively, the “ReleaseesCollateral”), from and that the Borrowers do not have any and all claims, demands or causes of action claim of any kindnature whatsoever, nature or descriptionat law, whether arising in law or equity or upon contract otherwise, against the Released Parties, or tort or under any state or federal law or otherwise (eachof them, as a “Claim” and collectively, the “Claims”), which any Loan Party has had, now has or has made claim to have against any such person for or by reason result of any actacts or omissions of the Released Parties, omissionor any of them, matter, cause or thing whatsoever, in each case, arising out of, under the Loan Documents or in connection with, with the Loan Documents and Loans or the transactions contemplated thereunder from the beginning of time Collateral prior to and including the date hereof. Each of the Borrowers, for themselves (and in the case of Construction Partners, for itself and Holdings, and in the case of FSC, for itself and ▇▇▇▇ ▇▇▇▇▇ Construction) and for their respective successors, executors, heirs, administrators, and assigns, hereby unconditionally waive and release the Released Parties, and forever discharge the Released Parties, of and from and against any and all manner of action, suits, claims, counterclaims, causes of action, offsets, deductions, breach or breaches, default or defaults, debts, dues, sums of money, accounts, deposits, damages, expenses, losses, liabilities, costs, expenses, any and all demands whatsoever and compensation of every kind and nature, past, present, and future, known or unknown (herein collectively, “Claims”) that the Borrowers or any of the Borrowers’ successors, successors-in-interest, heirs, executors, administrators, or assigns, or any one of them, can or now have or may have at any time hereafter against the Released Parties, or any of them, by reason of any matter, cause, transaction, occurrence or omission whatsoever, that happened or has happened on or before the date of this AmendmentAgreement, whether such claims, demands and causes on account of action are matured or unmatured arising from or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect is connected in any manner the final, absolute and unconditional nature of the release set forth above. In connection whatsoever with the releases set forth aboveLoans, each the Indebtedness, the Collateral, the Loan Party expressly and completely waives and relinquishes Documents, any related documents, or any and all rights collateral that has served or is serving as security for the Loans or the Loan Documents, or that is related to any and benefits that it has or may ever have pursuant to Section 1542 of all transactions and dealings with among Lenders and the Civil Code of the State of CaliforniaBorrowers, or any other similar provision matter or thing that has occurred before the signing of law the Agreement, known or principle unknown. Any and all such Claims are hereby declared to be satisfied and settled, and the Borrowers, for themselves (and in the case of equity Construction Partners, for itself and Holdings, and in the case of FSC, for itself and ▇▇▇▇ ▇▇▇▇▇ Construction) and for their respective successors, executors, heirs, administrators, and assigns, each hereby discharge the Released Parties from any jurisdiction pertaining liability with respect 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 PARTYany and all such Claims.

Release of Claims. Each Loan Party As of the Closing: (a) Seller hereby absolutely agrees to forever waive, release and unconditionally releases discharge and forever discharges the Administrative Agent, each Lender, and not to assert any and all participantsrights Seller may have pursuant to any applicable law or otherwise to make a claim against or otherwise demand or receive payment from (i) the Company arising out of or with respect to the untruth, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all inaccuracy or breach of any representation or warranty of the present and former directors, officers, agents, attorneys and employees Company set forth in this Agreement or the breach by the Company of any covenant or agreement of the foregoing Company set forth in this Agreement or (eachii) the Company or any officer, a “Releasee” director, employee, controlling stockholder, advisor or agent of the Company arising out of or with respect to any act or omission of any such Person in such Person’s role as an officer, director, employee, controlling stockholder, advisor or agent of the Company, other than (A) liability for obligations for wages and collectivelybenefits for periods prior to the Closing (other than any reimbursements of employee expenses incurred in the ordinary course of business) and (B) as provided in Section 5.9. (b) Seller does hereby forever waive, release and discharge the “Releasees”)Company and each officer, director, employee, controlling stockholder, advisor and agent of the Company from any and all claims, demands losses that relate to or causes of action arise out of any kinddealings, nature relationships or descriptiontransactions, prior to the Closing, by and between Seller and the Company and/or any of the other released Persons, whether arising in under contract, at law or equity or upon contract or tort or under any state or federal law or otherwise (eachin equity, a “Claim” and collectively, the “Claims”), which any Loan Party has that Seller ever had, now has or has made claim to have against any such person for hereafter can, shall or by reason of any act, omission, matter, cause or thing whatsoever, in each case, arising out of, or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this Amendmentmay have, whether such claimsor not now known, demands other than (i) liability for obligations for wages and causes of action are matured or unmatured or known or unknownbenefits for periods prior to the Closing and (ii) as provided in Section 5.7. (c) Seller understands and agrees that, except for the duties and obligations pursuant to this Section 5.16, Seller expressly waives all claims (other than those expressly reserved as set forth in this Amendment. Each Loan Party understandsSection 5.16), acknowledges even those that Seller may not know or suspect to exist, which if known may have materially affected the decision to provide this release, and agrees Seller waives any rights under applicable law that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining provide 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 PARTYcontrary.

Release of Claims. Each Loan Party hereby absolutely (a) The Guarantor represents and unconditionally releases agrees that it has diligently and forever discharges thoroughly investigated the Administrative Agentexistence of any Claim (as defined below), each Lenderand, to its knowledge and belief, no Claim exists and no facts exist that could give rise to or support a Claim. As additional consideration for the Collateral Agent entering into this Guaranty, the Guarantor by its execution of this Guaranty, and any on behalf of itself and all participantseach of its respective agents, parent corporationsemployees, subsidiary corporationsdirectors, affiliated corporationsofficers, insurersattorneys, indemnitorsbusiness advisors, affiliates, subsidiaries, successors and assigns thereof(each a "RELEASING PARTY"), together with all each hereby release and forever discharge each Secured Creditor and each of the present such Secured Creditor's agents, direct and former indirect shareholders, employees, directors, officers, agentsattorneys, attorneys business advisors, branches, affiliates, subsidiaries, successors and employees of any of the foregoing assigns (eacheach a "RELEASED PARTY") from all damages, a “Releasee” and collectivelylosses, the “Releasees”), from any and all claims, demands or demands, liabilities, obligations, actions and causes of action whatsoever (collectively "CLAIMS") that the Releasing Parties or any of any kindthem may, nature as of the date hereof, have or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which any Loan Party has had, now has or has made claim to have against any such person for or by reason all of any act, omission, matter, cause or thing whatsoeverthe Released Parties, in each casecase whether currently known or unknown or with respect to which the facts are known (or should have been known), that could give rise to or support a Claim and of every nature and extent whatsoever on account of or in any way relating to, arising out of, of or in connection with, based upon any this Guaranty or the Loan Documents and negotiation or documentation hereof or any amendments or the transactions contemplated thereunder from hereby, or any action or omission in connection with any of the beginning foregoing, including all such losses or damages of time any kind heretofore sustained or that may arise as a consequence of the dealings between the parties up to and including the date of hereof in connection with or in any way related to this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Guaranty. (b) Each Loan Releasing Party understands, acknowledges further covenants and agrees that it has not heretofore assigned, and shall not hereafter sue any Released Party upon, any Claim released or purported t▇ ▇e released under this Section 23, and each Releasing Party shall indemnify and hold harmless the release set forth above may be pleaded as a full Released Parties against any loss or liability on account of any actions brought by such Releasing Party or its assigns or prosecuted on behalf of such Releasing Party and complete defense relating to any Claim released or purported to be released under this Section 23. It is further understood and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees agreed 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 under the provisions of Section 1542 of the California Civil Code are expressly waived by each of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released hereinReleasing Parties. Section 1542 of the California Civil Code 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 MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYDEBTOR." [Signature Page Follows]

Release of Claims. Each Loan Party hereby absolutely and unconditionally releases and forever discharges (a) Effective upon the Administrative AgentClosing, each LenderSeller, in each case on behalf of such Seller and any and all participantshis, parent corporationsher or its Affiliates, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys trustees, beneficiaries, heirs, legal representatives, personal representatives, successors and employees of assigns (each a “Releasor”), hereby irrevocably waives, releases and discharges Purchaser, the Company, and any of the foregoing their respective Affiliates, and each of their respective past, present and future directors, officers, agents, trustees, beneficiaries, heirs, legal representatives, successors and assigns (each, a “Releasee” and collectively, the “Releasees”), ) from any and all claims, demands or causes of action Liabilities and obligations to such Releasor of any kindkind or nature whatsoever, nature in such Releasor’s capacity as a stockholder of the Company, if applicable, and in any other capacity (including as an officer, director, employee or descriptionconsultant of the Company), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising in law under the Company Charter or the Company’s bylaws (including without limitation any rights of contribution or indemnification thereunder), or any agreement or understanding (other than this Agreement and any Ancillary Agreements) or otherwise at Law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Released Claims”), and each Releasor agrees that it shall not, and it shall cause its Affiliates, directors, officers, agents, trustees, beneficiaries, heirs, legal representatives, personal representatives, successors and assigns not to, seek to recover any amounts in connection therewith or thereunder from any of the Releasees; provided, that the waivers contained in this Section 5.1 (Release of Claims) shall not apply to (i) claims against Purchaser asserted pursuant to this Agreement or any Ancillary Agreement for breach thereof by Purchaser; and (ii) any accrued compensation for the current pay period to which the undersigned may be entitled as of the Closing Date in its capacity as an employee or consultant. Except as provided in clause (ii) of the foregoing proviso, Releasor relinquishes and waives any Loan Party has hadrights to other forms of payment or benefits under any other agreement between Releasor and his, now has her or has made its Affiliates and the Company, whether written, oral, express or implied. The foregoing release includes, without limitation, any claims under: The California Worker Adjustment and Retraining Notification Act, Cal. Labor Code § 1400, et seq.; The California Fair Employment and Housing Act, Cal. Gov’t Code § 12940, et seq.; The California Family Rights Act of 1993, Cal. Gov’t Code § 12940, et seq.; The California Equal Pay Law, Cal. Lab. Code § 1197.5, et seq. or any California wage payment law; any other section of the California Labor Code; any section of the applicable Order of the California Industrial Welfare Commission. (b) Subject to Section 5.1(a) (Release of Claims) above, in furtherance of the foregoing, (i) each Seller, in each case on behalf of such Seller and the other Releasors, hereby agrees that he, she or it shall not make any claim to have for indemnification against any such person for or Releasee by reason of the fact that Seller is or was an employee, officer, director, stockholder or equity holder of the Company (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any actstatute, omissioncharter document, matterbylaw, cause agreement or thing whatsoeverotherwise) with respect to any action, in each casesuit, arising out ofproceeding, complaint, claim or in connection withdemand brought against Seller or the Company, the Loan Documents and (ii) such Seller, on behalf of such Seller and the transactions contemplated thereunder other Releasors, hereby acknowledges and agrees that he, she or it shall not have any claim or right to contribution or indemnity from any Releasee with respect to any amounts paid by he, she or it pursuant to this Agreement. (c) Each Seller, on behalf of such Seller and the beginning of time to and including the date of this Amendmentother Releasors, whether such claimsrepresents, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understandswarrants, acknowledges and agrees that he, she or it has read this release and understands its terms and has been given an opportunity to ask questions of the release Company and Purchaser, and, in agreeing to this release, Seller does not rely, and has not relied, on any representation or statement not set forth above may be pleaded as a full and complete defense to in this release made by any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach representative of the provisions Company or Purchaser or anyone else with regard to the subject matter, basis or effect of this release. (d) Each Seller, on behalf of such release. Each Loan Party agrees Seller and the other Releasors, acknowledges that no facthe, eventshe or it, 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 is familiar with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of CaliforniaCalifornia (“Section 1542”), or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Each Seller, hereby waives and relinquishes, in each case on behalf of such Seller and the other Releasors, any rights and benefits that Seller, or Releasors, may have under Section 1542 or any similar statutory or common law principle of any jurisdiction. Seller acknowledges that Seller may hereafter discover facts in addition to or different from those that Seller now knows or believes to be true with respect to the subject matter of this release, but it is Seller’s intention to fully and finally and forever settle and release all Released Claims. In furtherance of the foregoing, the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional or different facts. (e) Each Releasor that is or at any time was (or whose Affiliate is or at any time was) an employee or consultant of the Company further states under penalties of perjury that: (i) Releasor and his, her or its Affiliates have been paid properly for all hours worked with the exception of any wages that Releasor and his, her or its Affiliates may be entitled to for hours worked between the last payday prior to the Closing and the Closing; and (ii) Releasor and his, her or its Affiliates have received all compensation, benefits and payments owed to Releasor and his, her or its Affiliates by the Company.

Release of Claims. Each Loan Party hereby absolutely AEON and unconditionally releases each of its past and forever discharges the Administrative Agentpresent affiliates, each Lendersubsidiaries, and any and all participantsdivisions, parent corporationscompanies, subsidiary corporationssuccessors, affiliated corporationsassigns, agents, officers, owners, shareholders, partners, directors, employees, attorneys, insurers, indemnitorsand other legal representatives (“Releasors”) fully and forever release, successors relinquish, acquit and assigns thereofdischarge, together with all of the present and former directorscovenant not to sue, assert, or maintain against Daewoong, Daewoong Co., Ltd. and their affiliates and their respective successors, assigns, subsidiaries, divisions, parent companies, agents, employees, officers, agentsdirectors, attorneys insurers, attorneys, owners, shareholders, partners, and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), other legal representatives from any and all claims, demands or demands, damages, liabilities, obligations, causes of action of action, proceedings, actions, demands, suits, costs, obligations, duties, expenses, compensation in any kindform, nature including attorneys’ fees and statutory, compensatory, exemplary, punitive, or descriptionother damages, howsoever arising or occurring, whether arising in at law or equity in equity, arising from, related to, or upon contract sharing a common nexus of facts with any and all claims asserted by Medytox, Inc. and/or Allergan plc ​ ​ ​ ​ [***], and any and all claims within the scope of or tort or under arising from the settlement agreement between AEON and Medytox entered into on June 21, 2021. [***]. Releasors expressly waive and relinquish, to the fullest extent permitted by law, the provisions, rights, and benefits conferred by any law of any state or federal law territory of the United States, or otherwise (eachprinciple of common law, a “Claim” and collectively, the “Claims”)or international or foreign law, which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever, in each case, arising out of, or in connection with, would limit the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature scope of the release set forth above. In connection with the releases set forth provided above, each Loan Party expressly and completely waives and relinquishes including any and all rights and benefits that it has provision which is similar, comparable, or may ever have pursuant equivalent to Section 1542 of the California Civil Code of the State of CaliforniaCode, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as followswhich 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 THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.. Releasors acknowledge that they may hereafter discover facts in addition to or different from those which they now believe to be true with respect to the subject matters of the claims released herein, but hereby stipulate and agree that they have fully, finally, and forever settled and released any and all such claims, whether known or unknown, suspected or unsuspected, contingent or non-contingent, concealed or hidden, which now exist or heretofore existed upon any theory of law or equity, without regard to the discovery or existence of such different or additional facts. ​

Release of Claims. Each Loan Party hereby absolutely and unconditionally releases and forever discharges the Administrative Agent, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all In consideration of the present payments and former directorsbenefits to be made under the Amended and Restated Employment Agreement, officersdated as of [____________] (the “Employment Agreement”), agentsto which ▇▇▇▇▇▇ ▇▇▇▇▇ (the “Executive”) and Evoqua Water Technologies LLC, attorneys and employees of any a Delaware limited liability company (the “Company”) (each of the foregoing (eachExecutive and the Company, a “ReleaseeParty” and collectively, the “ReleaseesParties”) are parties, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Holdings (as defined in the Employment Agreement), the Company and each of its and their subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, demands or actions, causes of action action, complaints, charges, demands, rights, damages, debts, sums of any kindmoney, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or descriptionotherwise, whether arising in law or equity or upon contract or tort or under any state or federal law accrued, absolute, contingent, unliquidated or otherwise (eachand whether now known or unknown, a “Claim” and collectively, the “Claims”)suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any Loan Party has time heretofore had, now has owned or has made claim held, arising on or prior to have the date hereof, against any such person for or by reason of any act, omission, matter, cause or thing whatsoever, in each case, arising Company Released Party that arises out of, or in connection withrelates to, the Loan Documents Employment Agreement, the Executive’s employment with the Company or any of its subsidiaries and the transactions contemplated thereunder from the beginning affiliates, or any termination of time to and such employment, including the date claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of this Amendmentcontract, whether such claimswrongful discharge, demands and causes impairment of action are matured or unmatured or known or unknowneconomic opportunity, except for the duties and obligations set forth in this Amendment. Each Loan Party understandsdefamation, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit intentional infliction of emotional harm or other proceeding which may be institutedtort, prosecuted (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (iv) for employment discrimination under any applicable federal, state or attempted in breach of the provisions of such release. Each Loan Party agrees that no factlocal statute, eventprovision, circumstanceorder or regulation, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in and including, without limitation, any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 claim under Title VII of the Civil Code Rights Act of 1964 (“Title VII”), the State Civil Rights Act of California1988, 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 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 THATanalogous state statute, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.excepting only:

Release of Claims. Each Loan Party By signing this letter in exchange for ADG’s right to receive the Retention Bonus, ADG, on behalf of itself and each of its affiliates, successors, assigns, heirs, executors, administrators and legal representatives (the “Releasors”), hereby absolutely unconditionally, irrevocably, knowingly and unconditionally voluntarily releases and forever waives and discharges the Administrative AgentCompany, each Lenderits affiliates, and any and all participantsits past, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing future Related Persons (each, a “Releasee” and as defined below) (collectively, the “Releasees”), from and against any and all rights, causes of action, claims, demands actions, suits, or causes of action similar proceedings of any kindkind or nature whatsoever, nature that the Releasors now have, have ever had or descriptionmay hereafter have against the respective Releasees, and from any and all direct or indirect liabilities, losses, damages, obligations or responsibilities (whether arising in law fixed or equity unfixed, known or upon contract unknown, absolute or tort contingent, asserted or under any state unasserted, matured or federal law unmatured, liquidated or otherwise (eachunliquidated, a “Claim” and collectively, the “Claims”secured or unsecured), which including any Loan Party consequential, punitive and exemplary damages, that any Releasor now has, has hadever had or may hereafter have to the Releasees, now has of any kind or has made claim to have against any such person for nature arising directly or by reason of indirectly from any act, omission, matterevent or transaction occurring on or prior to the date hereof, cause or thing whatsoeverincluding without limitation, in each casewith respect to unpaid fees, arising out ofbonuses, commissions, or in connection withother compensation of any type or kind to the fullest extent allowed by law (collectively, the Loan Documents and the transactions contemplated thereunder from the beginning “Released Claims”); provided, however, that Released Claims shall not include any rights, causes of time to and including the date of this Amendmentaction, whether such claims, demands and causes proceedings or liabilities arising under this letter. The Releasors, hereby irrevocably covenant to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction kind against any actionReleasee, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in based upon any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 PARTYReleased Claim.

Release of Claims. Each Loan Party 5.1 The Company hereby absolutely and unconditionally releases and forever discharges the Administrative Agent, Purchaser Agent and each LenderPurchaser, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which any Loan Party the Company has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever, in each case, whatsoever arising out of, or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this AmendmentConsent, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party The Company understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party The Company 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 . 5.2 The Company hereby absolutely, unconditionally and irrevocably covenants and agrees with the releases set forth above, and in favor of each Loan Party expressly and completely waives and relinquishes any and all rights and benefits Releasee that it has will not sue (at law, in equity, in any regulatory proceeding or may ever have otherwise) any Releasee on the basis of any Claim released, remised and discharged by the Company pursuant to Section 1542 5.1 above. If the Company violates the foregoing covenant, the Company, for itself and its successors and assigns, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of the Civil Code such violation, all Reimbursable Expenses incurred by any Releasee as a result of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 PARTYsuch violation.

Release of Claims. Each Loan Party (a) Guarantor hereby absolutely ratifies, reaffirms and unconditionally acknowledges that the Guaranty represents its valid, enforceable and collectible obligations, and that it has no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Guarantor hereby acknowledges and agrees that, through the Second Amendment Effective Date, each of the Administrative Agent and the Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with the Borrower, the Parent and Guarantor in connection with the Loans. Guarantor hereby releases and forever discharges the Administrative Agent, each LenderLenders, and any and all participants, their respective parent corporations, subsidiary corporationssubsidiaries and affiliates, affiliated corporationsany holder of or participant in a Loan, insurersand each of their respective present and former officers, indemnitorsdirectors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, personal representatives, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”), from any and all claims, demands or liabilities, damages, actions and causes of action of any kind, every nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise character (each, a “Claim” and collectively, the “Claims”), which any Loan Party has hadknown or unknown, now has direct or has made claim to have against any such person indirect, at law or in equity, for or by reason because of any actmatter or things done, omission, matter, cause omitted or thing whatsoever, in each case, arising out of, or in connection with, suffered to be done by any of the Loan Documents and the transactions contemplated thereunder from the beginning of time Released Parties prior to and including the date Second Amendment Effective Date, relating to the Loans, the Guaranty, the administration of the Loans, the Credit Agreement, any of the other Loan Documents or the modifications described in the Amendment. (b) In entering into this AmendmentAcknowledgement, whether such claimsthe Guarantor has consulted with, demands and causes been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of action are matured or unmatured or known or unknown, except for the duties Released Parties and obligations set forth in this Amendment. Each Loan Party understands, hereby agrees and acknowledges and agrees that the release set forth above may be pleaded as a full validity and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach effectiveness 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 aboveabove do not depend in any way on any such representations, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has acts and/or omissions or may ever have pursuant to the accuracy, completeness or validity hereof. The provisions of this Section 1542 3 shall survive the termination of the Civil Code Credit Agreement, the other Loan Documents, and the payment in full of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to Obligations under 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 PARTYCredit Agreement.

Release of Claims. Each Loan Party hereby absolutely (a) Effective upon the closing of the Exchange pursuant to Section 3 of this Agreement and unconditionally releases and forever discharges the Administrative Agentclosing of the Concurrent Exchanges, each LenderCascade Bancorp, on behalf of itself, and any and all participantsCascade Bancorp, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all on behalf of the present Trust, hereby absolutely, unconditionally and former directorsirrevocably, forever waive, release and discharge Collateral Manager, Alesco VI, CCS, and their respective successors, assigns, affiliates, subsidiaries, principals, partners, members, shareholders, officers, agentsmanagers, attorneys directors, employees and employees agents of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all liability, claims, demands or actions, causes of action action, suits, debts, obligations, covenants, warranties, undertakings, promises, agreements, representations, demands, liens, defenses, judgments, damages, attorneys’ fees, costs and expenses, of any kind, nature or descriptiondescription whatsoever, whether arising in law or equity in equity, known or upon contract unknown, liquidated or tort unliquidated, direct or under any state indirect, due or federal law to become due, contingent or otherwise (each, a “Claim” and collectively, the “Claims”)otherwise, which any Loan Party has Cascade Bancorp and/or the Trust ever had, may have had, now has has, may have, or has made claim to can, shall or may ever have against any such person for in the future, for, based upon, arising from or out of, contained in, by reason of or related to any actevent, omissionfact, transaction, occurrence, matter, cause or thing whatsoever arising in connection with the Alesco VI TRuPS and/or the Exchange, provided that this Section 5(a) shall not apply to any obligations of Collateral Manager, Alesco VI or CCS under this Agreement and/or the other agreements and documents delivered in connection herewith. (b) Collateral Manager and Issuer agree that effective upon the closing of the Exchange pursuant to Section 3 of this Agreement and the closing of the Concurrent Exchanges, all obligations under the Alesco VI TRuPS shall be deemed fully discharged, and that neither Alesco VI nor Collateral Manager shall receive or have any claim for any future, deferred or past due payments on the Alesco VI TRuPS and accrued or penalty interest thereon, whether or not any such payments are due, accrued or unpaid. Effective upon the closing of the Exchange pursuant to Section 3 of this Agreement and the closing of the Concurrent Exchanges, Collateral Manager and Alesco VI hereby absolutely, unconditionally and irrevocably, forever waive, release and discharge Cascade Bancorp and its respective successors, assigns, affiliates, subsidiaries, principals, partners, members, shareholders, officers, managers, directors, employees and agents of and from any and all liability, claims, actions, causes of action, suits, debts, obligations, covenants, warranties, undertakings, promises, agreements, representations, demands, liens, defenses, judgments, damages, attorneys’ fees, costs and expenses, of any kind, nature or description whatsoever, whether in each case, arising out of, law or in connection withequity, the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understandsliquidated or unliquidated, acknowledges and agrees that the release set forth above direct or indirect, due or to become due, contingent or otherwise, which Collateral Manager or Alesco VI ever had, may be pleaded as a full and complete defense to any Claim and have had, now have, may be used as a basis for an injunction against any actionhave, suit or other proceeding which may be institutedcan, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has shall or may ever have in the future, for, based upon, arising from or out of, contained in, by reason of or related to any event, fact, transaction, occurrence, matter, cause or thing whatsoever arising in connection with the Alesco VI TRuPS and/or the Exchange, provided that this Section 5(b) shall not apply to any obligations of Cascade Bancorp under this Agreement and/or the Exchanged Note and/or the other agreements and documents delivered in connection herewith. (c) The provisions of this Section 5 and the waiver, release and discharge provided hereby shall expressly survive the closing of the Exchange and the other transactions contemplated by this Agreement and the Letter Agreement as well as the execution and delivery of all the documents provided hereunder, it being expressly acknowledged and agreed that under no circumstances shall the obligations of Cascade Bancorp, the Collateral Manager, Alesco VI and the Trust pursuant to this Section 1542 5 and the waiver, release and discharge provided hereby be deemed satisfied or extinguished by the closing of the Civil Code of Exchange and the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to transactions contemplated by this Agreement and 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 PARTYLetter Agreement.

Release of Claims. Each Loan Party hereby absolutely Effective as of, and unconditionally releases and forever discharges conditioned upon occurrence of, the Administrative AgentClosing, each LenderCompany Stockholder, for himself, herself or itself and any on behalf of each of his, her or its Affiliates and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, each of their respective successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “ReleaseesReleasing Party”), from any hereby unequivocally, voluntarily, knowingly, willingly, unconditionally, completely and, irrevocably releases, acquits, exculpates and forever waives and relinquishes all claims, demands or suits, debts, demands, liabilities, setoffs, counterclaims, actions, manners of action and causes of action of any kind, nature whatever kind or descriptionnature, whether arising in law known or equity or upon contract or tort or under any state or federal law or otherwise unknown (each, a “Claim” and collectively, the “Claims”), which any Loan Releasing Party has hadhas, may have or might have or may assert now has or has made claim to have in the future, against any such person for or by reason of any act, omission, matter, cause or thing whatsoever, the Company and its Subsidiaries and their respective Representatives (in each case, solely in their capacity as such), successors and permitted assigns, and, after the Closing, Parent and its Subsidiaries, and each of their respective officers, directors, owners, partners, managers or employees (in each case, solely in their capacity as such) (collectively, the “Released Parties”) to the extent arising out of, based upon or in connection withresulting from any Contract, the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no facttransaction, event, circumstance, evidence action, failure to act or transaction which could now be asserted occurrence of any sort or which may hereafter be discovered will affect type, whether known or unknown, and which, in any manner each and every case, occurred, existed, was taken, permitted, incurred or begun at or prior to the finalClosing, absolute and unconditional nature in each case solely with regard to the Company, the business or operations of the release Company prior to the Closing or the Transactions; provided that nothing contained in this Section 1.12 shall be construed as a waiver of any rights under (i) this Agreement, (ii) any other Transaction Document to which any Releasing Party is party, (iii) if such Company Stockholder is an employee of the Company, rights to accrued but unpaid salary, bonuses, expense reimbursements (in accordance with the Company’s employee expense reimbursement policy), accrued vacation and other benefits under the Company’s employee benefit plans, or (iv) any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses), including any rights to indemnification, exculpation, advancement of expense or similar rights set forth above. In connection with in the releases set forth aboveCompany Organizational Documents, each Loan Party expressly any indemnification agreement between the Company and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of Californiasuch Company Stockholder, or any other similar provision of as provided by law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 PARTYdirectors’ and officers’ liability insurance.

Release of Claims. Each Loan Party hereby absolutely Effective as of the Closing, except with respect to (a) any claim to enforce the terms of or any breach of this Agreement or any Related Agreement and (b) if (and only if) Member is an officer, member or director of Seller, any rights, if any, with respect to any directors’ and officers’ liability insurance policy (collectively, the “Unreleased Claims”), (i) each Member, on behalf of such Member and such Member’s predecessors, successors, assigns, next-of-kin, representatives, administrators, executors, trusts, agents, and any other Person claiming by, through or under any of the foregoing and (ii) Seller, on behalf of, as applicable, Seller, SG Land and their respective predecessors, successors, assigns, next-of-kin, representatives, administrators, executors, trusts, agents and any other Person claiming by, through or under any of the foregoing (collectively, the “Releasors”), unconditionally and irrevocably waives, releases and forever discharges the Administrative AgentBuyer and Parent and each of their respective Affiliates and each of their respective officers, each Lendermanagers, directors, equityholders, financing sources, advisors, consultants and representatives and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitorspredecessors, successors and or assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “ReleaseesReleased Person”), from any and all claimspast, demands present or causes future dispute, claim, controversy, demand, right, obligation, Liability, action or cause of action of any kind, nature kind or descriptionnature, whether unknown, unsuspected or undisclosed, related to any matters, causes, conditions, acts, conduct, claims, circumstances or events arising in law out of or equity or upon contract or tort or under any state or federal law or otherwise related to the Business (each, a “Claim” and collectively, the “ClaimsReleased Liabilities”), which any Loan Party has had, now has or has made claim to have against any such person for or by reason and none of any actMember, omission, matter, cause or thing whatsoever, in each case, arising out of, or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, Seller or any other similar provision Releasor will seek to recover any amounts in connection therewith or thereunder from any Released Person. Each Member and Seller represents on such Member’s or Seller’s own behalf and on behalf of law its Releasors that none of such Releasors has asserted any claim against any Released Person for indemnification or principle otherwise and that none of equity such Releasors is aware of any claim by any of such Releasors (nor of any fact, circumstance or event that forms or would form the basis for any such claim) other than Unreleased Claims or claims that are waived, released and forever discharged under this Section 18. Each Member and Seller is aware that such Member and Seller, as applicable, and any of its Releasors may hereafter discover claims or facts in addition to or different from those that such Member, Seller or any jurisdiction pertaining of its Releasors now know or believe to be true with respect to the matters released herein, but that, except for the Unreleased Claims, it is the intention of such Member and Seller and their respective Releasors to fully and finally release all Released Liabilities and Liabilities of any nature related thereto that do exist, may exist or heretofore have existed. Each Member and Seller represents and warrants on such Member’s or Seller’s, as applicable, own behalf and on behalf of its respective Releasors to the Released Persons that none of any such Member, Seller or any of their respective Releasors has assigned or transferred or purported to assign or transfer to any Person all or any portion of, or any interest in any Released Liability or any Legal Proceeding or Liability that is or that purports to be released or discharged under this 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 PARTY18.

Release of Claims. Each Loan Party In consideration of this Sixth Supplement and the forbearance and other consideration afforded hereby, Borrower hereby absolutely fully and unconditionally releases finally releases, remises, acquits, and forever discharges the Administrative Agentdischarges, each with prejudice, Lender and Lender’s employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, members, shareholders, participants, predecessors, successors and any and all participantsassigns, subsidiary corporations, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors affiliates and assigns thereof, together with related corporate divisions (all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, hereinafter called the “ReleaseesReleased Parties”), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands or causes of action demands, liabilities, obligations, damages, and expenses of any kindand every character, nature known or descriptionunknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether arising in law heretofore or equity or upon contract or tort or under any state or federal law or otherwise (eachhereafter arising, a “Claim” and collectively, the “Claims”), which any Loan Party has had, now has or has made claim to have against any such person for or by reason because of any actmanner or things done, omission, matter, cause or thing whatsoever, in each case, arising out ofomitted, or in connection with, suffered to be done by any of the Loan Documents and the transactions contemplated thereunder from the beginning of time Released Parties prior to and including the date of execution hereof, and in any way directly or indirectly arising out of or in any way connected to this AmendmentSixth Supplement, whether such the Master Agreement, the Note, or any other Loan Documents, including but not limited to, claims, demands and causes liabilities or obligations relating to any settlement negotiations, representations, commitments, arrangements, liabilities, offsets or deductions of action are matured sums owed to or unmatured or known or unknown, except for by Borrower (all of the duties and obligations set forth foregoing hereinafter called the “Released Matters”). Borrower acknowledges that the agreements in this Amendmentparagraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. Each Loan Party understandsBorrower represents and warrants to Lender that it has not purported to transfer, acknowledges assign, or otherwise convey any right, title, or interest of Borrower in any Released Matter to any other person or entity and agrees that the release set forth above may be pleaded as foregoing constitutes a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach release of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 PARTYReleased Matters.

Release of Claims. Each The Loan Party 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 the Loan Parties desire to resolve each and every one of such Claims in conjunction with the execution of this Consent and thus the Loan Parties make the releases contained in this Section 12. In consideration of the Administrative Agent and the Lenders entering into this Consent, the Loan Parties hereby absolutely fully and unconditionally releases release and forever discharges discharge each of the Administrative Agent, each the Lenders, the Issuing Lender, the Swingline Lender and any and all participantstheir respective directors, parent corporationsofficers, subsidiary corporationsemployees, affiliated corporationssubsidiaries, insurersbranches, indemnitorsaffiliates, attorneys, agents, representatives, successors and assigns thereofand all persons, together with all of the present firms, corporations and former directors, officers, agents, attorneys and employees of organizations acting on any of the foregoing their behalves (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”), of and from any and all claims, demands or allegations, causes of action action, costs or demands and liabilities, of any kindwhatever kind or nature, nature or descriptionarising prior to the date on which this Consent is executed, whether arising in law known or equity unknown to the Loan Parties on the date hereof, whether liquidated or upon contract unliquidated, fixed or tort contingent, asserted or under any state unasserted, foreseen or federal law unforeseen, matured or otherwise (eachunmatured, a “Claim” and collectivelysuspected or unsuspected, the “Claims”)anticipated or unanticipated, which any the Loan Party has had, now has or has made claim to Parties have against any such person for or the Released Parties by reason of any actact or omission on the part of the Released Parties, omissionor any of them, matteroccurring prior to the date on which this Consent is executed, cause including all such loss or thing whatsoeverdamage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Consent is executed, in each case, arising out of, or in connection withof the Loans, the Obligations, the Credit Agreement or any of the Loan Documents and the transactions contemplated thereunder from the beginning of time to and Documents, including the administration or 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 this Amendment, whether such claims, demands a Claim by the Loan Parties against the Released Parties which is not released hereby. The Loan Parties represent and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees warrant that the release set forth above may be pleaded as foregoing constitutes a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach release of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 PARTYClaims.

Release of Claims. 1.1 Each Loan Party of the Obligors hereby absolutely and unconditionally releases and forever discharges the Administrative Agent, Purchaser Agent and each LenderPurchaser, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which any Loan Party such Obligor has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever, in each case, whatsoever arising out of, or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party of the Obligors understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party of the Obligors 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 . 1.2 Each of the Obligors hereby absolutely, unconditionally and irrevocably covenants and agrees with the releases set forth above, and in favor of each Loan Party expressly and completely waives and relinquishes any and all rights and benefits Releasee that it has will not sue (at law, in equity, in any regulatory proceeding or may ever have otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Obligor pursuant to Section 1542 4.1 above. If any Obligor violates the foregoing covenant, such Obligor, for itself and its successors and assigns, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of the Civil Code such violation, all attorneys’ fees, costs and expenses incurred by any Releasee as a result of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 PARTYsuch violation.

Release of Claims. Each Loan Party hereby absolutely (a) The Company, on behalf of itself and unconditionally releases and forever discharges the Administrative Agentits executors, each Lenderheirs, and any and all participantsadministrators, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officersattorneys, agents, attorneys employees, officers and employees of any of directors (except for the foregoing Departing Executives), assigns and anyone else claiming by, through or under such party (each, a “Releasee” and collectively, the “ReleaseesCompany Parties”), from irrevocably and unconditionally, releases, and forever discharges each of the Departing Executives and their respective attorneys, insurers, agents and representatives (collectively, the “Released Executive Parties”), from, and with respect to, any and all debts, liabilities, and expenses that are set forth under Exhibit A hereto (the “Disclosed Liabilities”). The Disclosed Liabilities are subject to verification by any signatory hereto prior to the execution hereof, which can be shown, with respect to each obligation, by the following: (A) evidence of the inclusion of the debt or liability in the Company’s publicly filed financial statements; or (B) a combination of the following for any particular vendor item: (i) vendor’s invoice number, (ii) the Company’s account number with the vendor, and (iii) the vendor’s phone number. (b) Each Departing Executive, on behalf of himself or herself and any other respective Released Executive Parties, irrevocably and unconditionally, releases, and forever discharges each of the Company Parties and each of the other Departing Executives (collectively, the “Released Parties”) from, and with respect to, any and all debts, demands, actions, causes of action, suits, covenants, contracts, wages, bonuses, damages and any and all claims, demands or causes of action demands, liabilities, and expenses (including attorneys’ fees and costs) whatsoever of any kind, name or nature or description, whether arising both in law or and in equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” severally and collectively, the “Claims”), which any Loan Party as permitted by law, that each such Departing Executive now has, has had, now has ever had or has made claim to may in the future have against any such person for or the Released Parties, by reason of any act, omission, matter, cause or thing whatsoeverthat has happened, developed or occurred, and any Claims that have arisen, before the signing of this release, including but not limited to, any and all Claims in each casetort or contract, arising out ofwhether by statute or common law, or in connection withand any Claims relating to salary, wages, bonuses and commissions, the Loan Documents breach of an oral or written contract, unjust enrichment, promissory estoppel, misrepresentation, defamation, and interference with prospective economic advantage, interference with contract, wrongful termination, intentional and negligent infliction of emotional distress, negligence, breach of the transactions contemplated thereunder from covenant of good faith and fair dealing. Each Departing Executive understands and agrees that the beginning of time to and including Claims released by the date of this Amendment, whether such Departing Executive Parties above include not only those Claims presently known but also include all unknown or unanticipated claims, demands rights, demands, actions, obligations, liabilities, and causes of action are matured or unmatured or known or unknown, except for of every kind and character that would otherwise come within the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach scope 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 Claims as described above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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.

Release of Claims. (a) Each of the Borrower and the Parent hereby ratifies, reaffirms and acknowledges that the Loan Party Documents and this Amendment represent their valid, enforceable and collectible obligations, and that they have no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Each of the Borrower and the Parent hereby absolutely acknowledges and unconditionally agrees that, through the Second Amendment Effective Date, each of the Administrative Agent and the Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with the Borrower, the Parent and Guarantor in connection with the Loans. Each of the Borrower and the Parent hereby releases and forever discharges the Administrative Agent, each LenderLenders, and any and all participants, their respective parent corporations, subsidiary corporationssubsidiaries and affiliates, affiliated corporationsany holder of or participant in a Loan, insurersand each of their respective present and former officers, indemnitorsdirectors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, personal representatives, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”), from any and all claims, demands or liabilities, damages, actions and causes of action of any kind, every nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise character (each, a “Claim” and collectively, the “Claims”), which any Loan Party has hadknown or unknown, now has direct or has made claim to have against any such person indirect, at law or in equity, for or by reason because of any actmatter or things done, omission, matter, cause omitted or thing whatsoever, in each case, arising out of, or in connection with, suffered to be done by any of the Loan Documents and the transactions contemplated thereunder from the beginning of time Released Parties prior to and including the date Second Amendment Effective Date, relating to the Loans, the administration of the Loans, the Credit Agreement, any of the other Loan Documents or the modifications described in this Amendment (b) In entering into this Amendment, whether such claimseach of the Borrower and the Parent has consulted with, demands and causes been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of action are matured or unmatured or known or unknown, except for the duties Released Parties and obligations set forth in this Amendment. Each Loan Party understands, hereby agrees and acknowledges and agrees that the release set forth above may be pleaded as a full validity and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach effectiveness 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 aboveabove do not depend in any way on any such representations, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has acts and/or omissions or may ever have pursuant to the accuracy, completeness or validity hereof. The provisions of this Section 1542 9 shall survive the termination of the Civil Code Credit Agreement, the other Loan Documents, and the payment in full of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to Obligations under 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 PARTYCredit Agreement.

Release of Claims. Each Loan Party hereby absolutely 4.1. Effective on the Dismissal Effective Date, Defendants, their Affiliates and unconditionally releases and forever discharges the Administrative Agenteach of their respective predecessors, each Lendersuccessors, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directorsassigns, officers, agentsdirectors, attorneys managers, employees and employees of any of the foregoing trustees (each, a “Releasee” and collectively, the “Defendants’ Releasees”)) fully, from finally and forever release, relinquish, acquit and discharge Cumberland, its Affiliates and each of their respective predecessors, successors, assigns, officers, directors, managers, employees and trustees (collectively, the “Plaintiff’s Releasees”) of and from, and covenant not to ▇▇▇, not to assign to any other entity or person a right to ▇▇▇ and not to authorize any other entity or person to ▇▇▇ any Plaintiff’s Releasee for any and all claims, demands or counterclaims, actions, causes of action of any kindaction, nature or descriptionsuits, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (eachdefenses, a “Claim” and collectivelyjudgments, the “Claims”)debts, which any Loan Party has hadoffsets, now has or has made claim to have against any such person for or by reason of any actaccounts, omissiontorts, matter, cause or thing whatsoever, in each case, arising out of, or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this Amendment, whether such claimsdamages, demands and causes liabilities whatsoever, including costs, expenses, and attorneys’ fees (collectively, “Losses”) of action are matured every name and nature, both at law and in equity, for acts, transactions, facts, matters or unmatured or omissions whether known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understandsforeseen or unforeseen, acknowledges and agrees that the release set forth above may be pleaded accrued as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no factDismissal Date, 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 relating to (i) any and all claims, liabilities, defenses or counterclaims in the Actions with respect to any cause of action asserted therein arising out of or relating to the ▇▇▇▇▇▇▇ ▇▇▇▇ or the Paddock ANDA or their filing or the Perrigo Generic Product or Paddock Generic Product; (ii) any and all claims, liabilities, defenses or counterclaims relating to the issues in the Actions and arising out of or relating to the ▇▇▇▇▇▇▇ ▇▇▇▇ or the Paddock ANDA or their filing or the Perrigo Generic Product or Paddock Generic Product that could have been asserted in the Actions; (iii) any claim or liability that has arisen between Cumberland and Defendants relating to the issues in the Actions and arising out of or relating to the ▇▇▇▇▇▇▇ ▇▇▇▇ or the Paddock ANDA or their filing or the Perrigo Generic Product or Paddock Generic Product, including but not limited to any antitrust or unfair competition claims relating to the ‘356 Patent or the Actions; and (iv) any damages or other remedies flowing from (i)–(iii) above. Notwithstanding this release, nothing herein shall preclude Defendants’ Releasees from asserting Losses arising from any activities occurring after the Dismissal Effective Date, including breach of this Agreement or the License and Supply Agreement, and all such claims are reserved. 4.2. Effective on the Dismissal Effective Date, Cumberland and each of the other Plaintiff’s Releasees fully, finally and forever release, relinquish, acquit and discharge Defendants and each of the other Defendants’ Releasees of and from, and covenant not to ▇▇▇, not to assign to any other entity or person a right to ▇▇▇ and not to authorize any other entity or person to ▇▇▇ any Defendants’ Releasees for any and all Losses of every name and nature, both at law and in equity, for acts, transactions, facts, matters or omissions whether known or unknown, foreseen or unforeseen, accrued as of the Dismissal Date, relating to (i) any and all claims, liabilities, defenses or counterclaims in the Actions with respect to any cause of action asserted therein arising out of or relating to the ▇▇▇▇▇▇▇ ▇▇▇▇ or the Paddock ANDA or their filing or the Perrigo Generic Product or Paddock Generic Product; (ii) any and all claims, liabilities, defenses or counterclaims relating to the issues in the Actions and arising out of or relating to the ▇▇▇▇▇▇▇ ▇▇▇▇ or the Paddock ANDA or their filing or the Perrigo Generic Product or Paddock Generic Product that could have been asserted in the Actions; (iii) any claim or liability that has arisen between Cumberland and Defendants relating to the issues in the Actions and arising out of or relating to the ▇▇▇▇▇▇▇ ▇▇▇▇ or the Paddock ANDA or their filing or the Perrigo Generic Product or Paddock Generic Product; and (iv) any damages or other remedies flowing from (i)–(iii) above. Notwithstanding this release, nothing herein shall preclude Plaintiff’s Releasees from asserting Losses arising from any activities occurring after the Dismissal Effective Date, including breach of this Agreement or the License and Supply Agreement, and all such claims are reserved. 4.3. Each Party hereby expressly waives any and all provisions, rights and benefits that it has or may ever have pursuant to Section conferred by §1542 of the California Civil Code Code, or by any law of the State of California, or any other similar provision of law United States or principle of equity in any jurisdiction pertaining common law that is similar, comparable or equivalent to §1542 of the California Civil Code, with respect 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 PARTYin Sections 4.1 and 4.

Release of Claims. Each Loan Party This Amendment is intended to be a further accommodation by Bank to Borrower. In consideration of all such accommodations, and acknowledging that Bank will be specifically relying on the following provisions as a material inducement in entering into this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby absolutely acknowledged, each Borrower, on behalf of itself and unconditionally releases its shareholders and subsidiaries, hereby releases, remises and forever discharges the Administrative AgentBank and its agents, each Lenderservants, and any and all participantsemployees, parent corporationsdirectors, subsidiary corporationsofficers, affiliated corporationsattorneys, insurersaccountants, indemnitorsconsultants, affiliates, representatives, receivers, trustees, subsidiaries, predecessors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”), ) from any and all claims, demands or damages, losses, demands, liabilities, obligations, actions and causes of action of any kind, nature or description, whatsoever (whether arising in contract or in tort, and whether at law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”in equity), which any Loan Party has hadwhether known or unknown, now has matured or has made claim to have against any such person for contingent, liquidated or by reason of any act, omission, matter, cause or thing whatsoeverunliquidated, in each caseany way arising from, arising out of, or in connection with, or in any way concerning or relating to the Loan Documents and Agreement, the other related documents, or any dealings with any of the Released Parties in connection with the transactions contemplated thereunder from by such documents or this Amendment prior to the beginning of time to and including the date execution of this Amendment. This release shall be and remain in full force and effect notwithstanding the discovery by any Borrower after the date hereof (a) of any new or additional claim against any Released Party, whether such claims(b) of any new or additional facts in any way relating to the subject matter of this release, demands and causes (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 action are matured or unmatured or known or unknownthis release; provided, except for however, this release shall not extend to any claims arising after the duties and obligations set forth execution of this Amendment in this Amendmentconnection with the Loan Agreement. Each Loan Party understands, Borrower acknowledges and agrees that this release is intended to, and does, fully, finally and forever release all matters described in this Section 12, notwithstanding the release set forth above may be pleaded as a full and complete defense to existence or discovery of any Claim and may be used as a basis for an injunction against any actionsuch new or additional claims or facts, suit incorrect facts, misunderstanding of law, misrepresentation or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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 PARTYconcealment.

Release of Claims. Each Loan Party hereby absolutely (a) The Guarantor represents and unconditionally releases agrees that it has diligently and forever discharges thoroughly investigated the Administrative Agentexistence of any Claim (as defined below), each Lenderand, to its knowledge and belief, no Claim exists and no facts exist that could give rise to or support a Claim. As additional consideration for the Collateral Agent entering into this Guaranty, the Guarantor by its execution of this Guaranty, and any on behalf of itself and all participantseach of its respective agents, parent corporationsemployees, subsidiary corporationsdirectors, affiliated corporationsofficers, insurersattorneys, indemnitorsbusiness advisors, affiliates, subsidiaries, successors and assigns thereof(each a "Releasing Party"), together with all each hereby release and forever discharge each Secured Creditor and each of the present such Secured Creditor's agents, direct and former indirect shareholders, employees, directors, officers, agentsattorneys, attorneys business advisors, branches, affiliates, subsidiaries, successors and employees of any of the foregoing assigns (eacheach a "Released Party") from all damages, a “Releasee” and collectivelylosses, the “Releasees”), from any and all claims, demands or demands, liabilities, obligations, actions and causes of action whatsoever (collectively "Claims") that the Releasing Parties or any of any kindthem may, nature as of the date hereof, have or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which any Loan Party has had, now has or has made claim to have against any such person for or by reason all of any act, omission, matter, cause or thing whatsoeverthe Released Parties, in each casecase whether currently known or unknown or with respect to which the facts are known (or should have been known), that could give rise to or support a Claim and of every nature and extent whatsoever on account of or in any way relating to, arising out of, of or in connection with, based upon any this Guaranty or the Loan Documents and negotiation or documentation hereof or any amendments or the transactions contemplated thereunder from hereby, or any action or omission in connection with any of the beginning foregoing, including all such losses or damages of time any kind heretofore sustained or that may arise as a consequence of the dealings between the parties up to and including the date of hereof in connection with or in any way related to this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Guaranty. (b) Each Loan Releasing Party understands, acknowledges further covenants and agrees that it has not heretofore assigned, and shall not hereafter sue any Released Party upon, any Claim released or purported to be r▇▇▇ased under this Section 23, and each Releasing Party shall indemnify and hold harmless the release set forth above may be pleaded as a full Released Parties against any loss or liability on account of any actions brought by such Releasing Party or its assigns or prosecuted on behalf of such Releasing Party and complete defense relating to any Claim released or purported to be released under this Section 23. It is further understood and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees agreed 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 under the provisions of Section 1542 of the California Civil Code are expressly waived by each of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released hereinReleasing Parties. Section 1542 of the California Civil Code 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 MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYDEBTOR." [Signature Page Follows] EXECUTION VERSION

Release of Claims. Each Loan Party a. In consideration of the covenants, agreements, and undertakings of the Parties under this Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, and assigns (collectively, “Releasors”) hereby absolutely and unconditionally releases releases, waives, and forever discharges the Administrative Agent, each Lender, other Party and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the its respective present and former directorsformer, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, attorneys representatives, permitted successors, and employees of any of the foregoing permitted assigns (each, a “Releasee” and collectively, the “Releasees”), ) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, demands or causes and demands, of action of any kind, every kind and nature or descriptionwhatsoever, whether arising now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law law, admiralty, or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which any Loan Party has of such Releasors ever had, now has have, or has made claim to hereafter can, shall, or may have against any of such person for Releasees for, upon, or by reason of any act, omission, matter, cause cause, or thing whatsoever, in each case, arising out of, or in connection with, the Loan Documents and the transactions contemplated thereunder whatsoever from the beginning of time to and including through the date of this AmendmentAgreement, except for (i) any Claims arising solely from Contractor’s status as a noteholder or shareholder of the Company, (ii) any surviving obligations under the Independent Contractor Agreement and (iii) Claims relating to rights and obligations preserved by, created by, or otherwise arising out of this Agreement. Nothing herein shall affect or modify Contractor’s rights as a noteholder or shareholder. b. Each Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 5, and which, if known at the time of signing this Agreement, may have materially affected this Agreement and such Party’s decision to enter into it and grant the release contained in this Section 5. Nevertheless, the Releasors intend to fully, finally, and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 5, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties foreseen or unforeseen, or suspected or unsuspected, and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded given herein is and will remain in effect as a full and complete defense to release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim and may be used that might arise as a basis for an injunction against any actionresult of such different or additional Claims or facts. The Releasors have been made aware of, suit or other proceeding which may be institutedand understand, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to California Civil Code Section 1542 of the Civil Code of the State of California(“Section 1542”), or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as followswhich provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Releasors expressly, knowingly, and intentionally waive any and all rights, benefits, and protections of Section 1542 and of any other state or federal statute or common law principle limiting the scope of a general release.

Release of Claims. Each Loan Party In consideration of the full and timely performance of all terms and conditions as set forth in this Agreement, Settling Plaintiffs and their respective successors, assigns, agents, representatives, shareholders, officers, directors, partners, managers, employees, former employees, sureties, administrators, trustees, members, principals, and beneficiaries hereby absolutely and unconditionally releases fully and forever discharges the Administrative Agentwaive, each Lenderrelinquish, release and discharge Settling Defendants, and any and all participantstheir respective successors, parent corporationsassigns, subsidiary corporationsagents, affiliated corporationsrepresentatives, shareholders, officers, directors, partners, managers, employees, former employees, sureties, insurers, indemnitorsadministrators, successors trustees, members, principals, beneficiaries, and assigns thereofall persons, together firms, associations, subsidiaries, and/or corporations connected with all them, and each of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”)them, from any and all claims, demands or demands, controversies, losses, damages, actions, causes of action action, debts, liabilities, costs and expenses (including, without limitation, attorneys' fees, experts' fees, consultant's fees and court costs), liens and obligations of any kindevery kind or nature whatsoever, nature or description, whether arising in law or equity or upon contract or equity, in contract, tort or under any state otherwise, anticipated or federal law unanticipated, direct or otherwise (eachindirect, a “Claim” and collectively, the “Claims”)fixed or contingent, which any Loan Party has had, now has may presently exist or has made claim to have against any such person for may hereinafter arise or by reason of any act, omission, matter, cause or thing whatsoever, in each case, become known arising out of, caused by, incurred in connection with or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction way pertaining to the matters released hereinFires or Actions, including without limitation any claims that have been or could have been asserted in the pending Actions with respect to any insured of Settling Plaintiffs. 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 THATThis Release is binding on and shall inure to the benefits of officers, IF KNOWN BY HIM OR HERdirectors, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYshareholders, employees, agents, successors, assigns, partners and members of the Settling Parties to the Agreement. Subject to Paragraph 3 and Paragraph 7, this Release specifically excludes any release of individual claims against the Settling Defendants by insureds of the Settling Plaintiffs and excludes the assigned claims of Settling Plaintiffs against the Third Parties described in paragraph 7 above. Nothing in this release language will prevent Settling Plaintiffs from asserting their rights to rescind and reinstitute an action pursuant to paragraphs 2(a), 6(b) and 12. Settling Defendants agree that this release will not bar any legal action by any insured of a Settling Plaintiff for losses (other than those losses paid by Settling Plaintiff for which Settling Plaintiff has a subrogation right being assigned pursuant to this Settlement Agreement), nor will Settling Defendants assert the defenses of “splitting a cause of action” or “indispensable party” against such insured, but this release will bar any newly discovered claim of a Settling Plaintiff, since all claims of each Settling Plaintiff are hereby released.

Release of Claims. Each Loan Party The Grantee, on behalf of himself and, as applicable, his estate, executors, administrators, legal representatives, successors, heirs, legatees and assigns, hereby absolutely forever fully and unconditionally irrevocably releases and forever discharges each of the Administrative AgentCompany, Buyer, Sellers, Holder Representative and each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitorsof their respective predecessors, successors and assigns thereofpast and present members, together with all of the present and former directors, managers, officers, employees, agents, attorneys and employees of any of the foregoing other representatives (each, a “Releasee” and collectively, the “ReleaseesReleased Parties”), ) from any and all actions, suits, claims, demands demands, debts, promises, judgments, liabilities or obligations of any kind whatsoever in law or equity and causes of action of any kindevery kind and nature, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (eachincluding claims for damages, a “Claim” costs, expense, and attorneys’, brokers’ and accountants’ fees and expenses) in each case related to the Grantee’s ownership of the Award, the Plan, any ownership and/or operation of the Company or Buyer, or the assets, business, operations conduct, services, products and/or employees (including former employees) of the Company (and any predecessor), Holder Representative, Sellers or Buyer, related to any period of time before the Closing Date, which Grantee can, shall or may have against the Released Parties, whether known or unknown, and that now exist or may hereinafter accrue based on matters now known or unknown (collectively, the “Released Claims”), which and hereby irrevocably agrees to refrain from directly or indirectly asserting any Loan Party has had, now has claim or has made claim demand or commencing (or causing to have against be commenced) any such person for or by reason proceeding of any act, omission, matter, cause or thing whatsoever, in each case, arising out of, or in connection with, the Loan Documents and the transactions contemplated thereunder from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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.kind before any

Release of Claims. Each Loan Party (a) In exchange for the consideration provided to Executive pursuant to the Separation Agreement and for other good and valuable consideration, Executive, for himself, his successors and assigns, executors and administrators, now and forever hereby absolutely irrevocably and unconditionally releases and forever discharges the Administrative Agent, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereofCompany, together with all of the its past and present parents, subsidiaries, and former affiliates, together with each of their officers, directors, officersshareholders, partners, employees, agents, attorneys representatives and employees attorneys, and each of any of the foregoing their subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, a “Releasee” and collectively, hereinafter collectively referred to as the “Releasees”), ) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, demands or causes liabilities of action of any kindevery kind whatsoever, nature or description, whether arising in law or equity in equity, whether known or upon contract unknown, suspected or tort unsuspected, which Executive or under Executive’s executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any state matter, cause or federal law or otherwise thing whatsoever; arising from the beginning of time up to the Release Date (each, a “Claim” and collectively, the “Claims”), which including those (i) relating in any Loan Party has had, now has way to Executive’s employment relationship with the Company or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever, in each case, arising out ofthe Releasees, or in connection withthe termination of Executive’s employment relationship with the Company or any of the Releasees; (ii) arising under or relating to the Offer Letter, the Loan Documents Spinoff Bonus Letter, the Retention Letter, the BHC Stock Option Grant Agreements, BHC Restricted Share Unit Award Agreements and the transactions contemplated thereunder from BHC Equity Plan (collectively, the beginning of time to “BHC Equity Documents”), the B+L Stock Option Grant Agreements, B+L Restricted Share Unit Award Agreements and including the date of this AmendmentB+L Equity Plan (collectively, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California“B+L Equity Documents”), or any other similar provision agreement between Executive and the Company or any of law the Releasees; (iii) arising under any federal, local or principle state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of equity 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 Employee Retirement Income Security Act of 1974, and/or the New Jersey Law against Discrimination, each as amended; (iv) relating to wrongful employment termination or breach of contract; or (v) arising under or relating to any policy, agreement, plan, understanding or promise, written or oral, formal or informal, between the Company and any of the Releasees and Executive. (b) Notwithstanding anything to the contrary herein, nothing contained in Section 1(a) of this Release Agreement in any jurisdiction pertaining 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 subject to, the express terms of the 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 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 matters released 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 shall not, in any way prohibit, limit or otherwise interfere with Executive’s protected rights under Section 1542 provides 5 (Protected Rights) of this Release Agreement. For the avoidance of doubt, Executive remains entitled to indemnification after the Separation Date for actions taken in his capacity 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 THATan officer of the Company under the by-laws of the Company or its applicable subsidiary (subject to the provisions of the by-laws, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYwhich limit indemnity in certain circumstances).