Common use of Release of Claims Clause in Contracts

Release of Claims. 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 Agreement and the Loan Documents, each of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, representatives and attorneys (each, a “Released Person”) of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as of the date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent to the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.

Release of Claims. In consideration for entering into this agreement(a) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the sufficiency of which Stockholder, and, if the Stockholder is acknowledgeda legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and excepting only each of their respective heirs, Representatives, successors and assigns (such persons, the contractual obligations respecting future performance “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 the Lender arising under the Loan Agreement and the Loan Documentslaw, each of Acquiror, Merger Sub, the Borrowers hereby irrevocably releases and forever discharges the Lender and Company, each of its affiliatestheir subsidiaries and affiliates and their respective past, subsidiaries, successors, assignspresent or future officers, directors, officers, employees, counsel and agents, representatives and attorneys the Company Stockholders prior to Closing (eachsuch persons, a the “Released Person”) of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as of the date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent to the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “ClaimsReleasees”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any lossof the Releasors ever had, costnow has or may hereafter have against any of the Releasees, liabilityon or by reason of any matter, damage cause or expense thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including reasonable attorneys’ fees and expensesthe right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) incurred by any Released Person in investigating, preparing for, defending against, providing evidence or producing documents liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or taking other action the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in respect his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any commenced other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWNin addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, UNANTICIPATED OR MISUNDERSTOOD DEFENSESthe Releasors intend that the general releases herein given shall be and remain in full force and effect, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERnotwithstanding the discovery or existence of any such different or additional facts.

Release of Claims. In consideration Each of ▇▇▇▇▇▇▇▇ and Guarantor for entering into this agreementthemselves and for their past, present and future agents, attorneys, representatives, officers, directors, partners, shareholders, successors and assigns (collectively, the sufficiency of which is acknowledged“Releasors”) does hereby release, remise, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement forever discharge Lender, and the Loan DocumentsLender’s divisions, each of the Borrowers hereby irrevocably releases subsidiaries, parents, affiliates and forever discharges the Lender other related entities (whether or not such entities are wholly-owned) and each of its affiliatesLender’s past, subsidiariespresent and future directors, successorstrustees, assignsfiduciaries, directorsadministrators, officers, agents, employees, agentsservants, representatives shareholders and attorneys (eachas well as its predecessors, a successors and assigns) (collectively, the “Released PersonReleasees”) of and from all damagesmanner of actions, lossescauses of action, claimssuits, demandsdebts, reckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, variances, trespasses, liabilities, obligations, actions damages, judgments, executions, claims and causes of action whatsoever which such Borrowers may now have demands, whatsoever, in law or claim to have on and as of the date hereof against any Released Personin equity, 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 out of, under or from the Loan Agreement, Loan Documents and related transactions unknown at this time (collectively, “Claims”). Each Borrower jointly and severally represents and warrants , which the Releasors, or any of them, now have as of the date of this Agreement or may claim to have, against one or more of the Lender that it has not granted Releasees for or purported to grant to by reason of: (i) any other Person any interest whatsoever in any Claimmatter, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liabilityclaim, damage or expense cause of action whatsoever (including reasonable attorneys’ fees including, without in any way limiting the generality of the foregoing, all direct and expenses) incurred by any Released Person in investigatingindirect claims either for direct, preparing forconsequential, defending against, providing evidence or producing documents in connection with or taking other action in respect punitive damages of any commenced kind) arising or threatened Claimaccruing prior to the date hereof, whether known or unknown, suspected or unsuspected, foreseen or unforeseen at the present time arising out of or relating to the Loan Instruments, the Property or the Loan; (ii) any pre-existing acts, claims or events occurring at any time or times up to the date hereof which may result in future claims of any kind, (including, without in any way limiting the generality of the foregoing, all direct and indirect claims either for direct, consequential, or punitive damages of any kind) arising out of or relating to Loan Instruments, the Property or the Loan; (iii) any matter arising out of or relating to the Loan Instruments, the enforcement of the Loan Instruments, the Property or the Loan arising prior to the date of this Agreement (the matters referred to in the immediately preceding clauses (i), (ii) and (iii) shall collectively be referred to herein as the “Released Claims”). EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWNEach of the Releasors hereby agrees not to bring, UNANTICIPATED OR MISUNDERSTOOD DEFENSESor assist in bringing, CLAIMSany claim, CONTRACTSaction, LIABILITIEScause of action, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASEDor proceeding regarding or in any way related to any of the Released Claims, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAWand each of the Releasors further agrees that the foregoing release is, TO THE EXTENT SUCH LAW MAY BE APPLICABLEwill constitute, WITH REGARD TO THE RELEASE OF SUCH UNKNOWNand may be pleaded as, UNANTICIPATED OR MISUNDERSTOOD DEFENSESa bar to any such claim, CLAIMSaction, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERcause of action or proceeding.

Release of Claims. In consideration for entering into this agreement, the sufficiency (a) On behalf of which is acknowledged, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each of the Borrowers hereby irrevocably releases and forever discharges the Lender themselves and each of its affiliatestheir respective directors, subsidiariesofficers, managers, members, shareholders and 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 their respective successors, assigns, parent and subsidiary companies, joint ventures, partnerships, owners, directors, officers, partners, principals, managers, members, employees, agentsattorneys, representatives consultants, financial advisors, shareholders, insurers and attorneys agents (eachcollectively, a “Released PersonPersons”) of and from all damages, losses, claims, claims and demands, liabilities, obligations, actions rights and causes of action whatsoever which such Borrowers may now have of any kind arising out of or claim relating to have this Agreement, the Nomination Notice, the Rights Agreement, and the election of directors at the 2015 Annual Meeting from the beginning of time through the date of this release. Notwithstanding anything to the contrary in this Section 9, the Company, on the one hand, and as 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 date hereof against 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 Released Person, whether presently 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 unknownanticipated, liquidated but which may later develop or unliquidatedshould be discovered, suspected including all the effects and consequences thereof. Each Party expressly acknowledges and understands that it may hereafter discover facts in addition to or unsuspected, contingent or non-contingent, and of every nature and extent different from those which it now believes to be true with respect to the extent arising out ofsubject matter of the matters released herein, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender but expressly agrees that it has not granted 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 release notwithstanding the discovery or purported to grant to existence of any other Person any interest whatsoever in any Claimsuch additional or different facts, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless to which each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERParty expressly assumes the risk.

Release of Claims. (a) In consideration exchange for entering into the special severance pay and benefits provided you under this agreementAgreement, the sufficiency to which you would not otherwise be entitled, on your own behalf and that of which is acknowledgedyour heirs, executors, administrators, beneficiaries, personal representatives and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, representatives you agree that this Agreement shall be in complete and attorneys (each, a “Released Person”) final settlement of any and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have action, rights or claim to have on claims of every type and as of the date hereof against any Released Persondescription, whether presently known or unknown, liquidated that you have had in the past, now have, or unliquidatedmight now have, suspected in any way related to, connected with or unsuspectedarising out of your employment or its termination or pursuant to Title VII of the Civil Rights Act, contingent the Americans with Disabilities Act, the Age Discrimination in Employment Act, the fair employment practices statutes of the state or non-contingentstates 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 you hereby release and forever discharge the Company and its Affiliates all of their respective past and present directors, shareholders, officers, members, managers, partners, joint venturers, employees, agents and representatives, their successors and assigns, and all others connected with any of every nature them, both individually and extent to the extent arising out ofin their official capacities, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims such causes of 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 lossother of those persons to whom reference in made in the first sentence of paragraph 7(b) above; and that, costin signing this Agreement, liabilityyou have not relied on any promises or representations, damage express or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person implied, that are not set forth expressly in investigating, preparing for, defending against, providing evidence or producing documents in connection with or taking other action in respect of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERthis Agreement.

Release of Claims. (a) In consideration exchange for entering into this agreementEmployer agreeing to make the Payments referred to in Section 2 below, the sufficiency of which is acknowledgedless applicable withholding, Executive releases Employer and TRB, and excepting only the contractual obligations respecting their present, past and future performance by the Lender arising under the Loan Agreement and the Loan Documentsofficers, each of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its directors, agents, employees, shareholders, members, affiliates, parents, subsidiaries, successorsdivisions, related companies, successors (including OceanFirst Financial Corp. and its subsidiaries), predecessors, assigns, directorsmembers, officersshareholders, employeesinvestors, trustees, partners, agents, attorneys, and representatives and attorneys (each, a which collectively are referred to in this Agreement as “Released PersonParties”) of and from all damages), losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as of the date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingentfrom, and of every nature Executive waives, all suits, debts and extent claims that existed up to the extent time that Executive signs this Release, including but not limited to, everything arising out of, under from or from in any way related to Executive’s employment with the Loan Agreement, Loan Documents and related transactions Company and/or the termination of Employee’s employment with the Company (collectively, referred to in this Release as “Claims”). Each Borrower jointly This Release and severally represents Executive’s release and warrants waiver of Claims includes, but is not limited to, the following: (1) All Claims against the Company and all companies and institutions related to or affiliated with the Lender that it has not granted or purported to grant to any Company and the other Person any interest whatsoever in any ClaimReleased Parties, as security or otherwise. The Borrowers shall jointly and severally indemnifytheir successors, defend predecessors, officers, directors, agents, shareholders, members and hold harmless each Released Person from and against any 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 losspolicy, costagreement, liabilityplan, damage understanding or expense promise, written or oral, formal or informal, between the Company or any of the other Releasees and Executive, including, but not limited to, the Change in Control Agreement (including reasonable attorneys’ fees 6) All Claims for attorney’s fees, and (7) All Claims arising under common law or any local, state or federal law including, but 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 expensesRetraining 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) incurred by Notwithstanding the foregoing, the Company and Executive recognize that nothing contained in this Section 1 shall in any Released Person 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 investigatingaccordance with the terms of the Change in Control Agreement; (iii) Executive’s right to enforce, preparing foror bring any Claim for breach of, defending againstthe 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, providing evidence as applicable; (v) Executive’s right to any vested benefits to which Executive may be entitled under any retirement or producing documents in connection with pension plan of the Company or taking other action in respect of its subsidiaries, as applicable; or (vi) Executive’s right to bring any commenced Claim for indemnification under any applicable directors and officers liability insurance policy or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWNapplicable state or federal law, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERas applicable (the “Excluded Claims”).

Release of Claims. In consideration The Borrowers acknowledge and confirm their obligations to the Lenders for entering into this agreementrepayment 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 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 is are hereby acknowledged, they are hereby fully, forever and excepting only irrevocably released. By their execution below, for and in consideration of the contractual obligations respecting future performance by Lenders’ commitments contained in this Agreement, the Lender arising under receipt and sufficiency of which are hereby acknowledged, the Loan Agreement Borrowers and the Loan DocumentsGuarantor, for themselves and for their respective successors, executors, heirs, administrators, and assigns, each hereby acknowledge and agree that neither the Lenders nor any of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its affiliates, subsidiaries, successors, assignstheir officers, directors, officers, employees, agents, representatives servants, representatives, attorneys, loan participants, successors, successors-in-interest, predecessors-in-interest and attorneys assigns (each, a hereinafter referred to collectively as the “Released PersonParties”) have interfered with or impaired the acquisition, collection, use, ownership, disposition, disbursement, leasing or sale of any of the collateral that secures the Loan (the “Collateral”), and that neither the Borrowers nor the Guarantor have any claim of any nature whatsoever, at law, in equity or otherwise, against the Released Parties, or any of them, as a result of any acts or omissions of the Released Parties, or any of them, under the Loan Documents or in connection with the Loans or the Collateral prior to and including the date hereof. Each of the Borrowers and the Guarantor, for themselves and for their respective successors, executors, heirs, administrators, and assigns, hereby unconditionally waive and release the Released Parties, and forever discharge the Released Parties, of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as of the date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent to the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims 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 lossof the Borrowers’, costor any of the Guarantor’s successors, liabilitysuccessors-in-interest, damage heirs, executors, administrators, or expense (including reasonable attorneys’ fees and expenses) incurred 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 any Released Person in investigating, preparing for, defending against, providing evidence or producing documents in connection with or taking other action in respect reason of any commenced matter, cause, transaction, occurrence or threatened Claimomission whatsoever, that happened or has happened on or before the date of this Agreement, on account of or arising from or that is connected in any manner whatsoever with the Loans, the Indebtedness, the Collateral, the Loan Documents, any related documents, or any and all collateral that has served or is serving as security for the Loans or the Loan Documents, or that is related to any and all transactions and dealings with among Lenders, the Borrowers and/or the Guarantor, or any other matter or thing that has occurred before the signing of the Agreement, known or unknown. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWNAny and all such Claims are hereby declared to be satisfied and settled, UNANTICIPATED OR MISUNDERSTOOD DEFENSESand the Borrowers and the Guarantor, CLAIMSfor themselves and for their respective successors, CONTRACTSexecutors, LIABILITIESheirs, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASEDadministrators, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAWand assigns, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDEReach hereby discharge the Released Parties from any liability with respect to any and all such Claims.

Release of Claims. In consideration for entering into this agreementOn behalf of the Executive and the Executive’s successors, heirs and anyone claiming by or through the Executive, the sufficiency of which is acknowledged, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each of the Borrowers Executive hereby irrevocably and unconditionally releases and forever discharges the Lender Company, its affiliates and subsidiaries, each of its affiliatestheir respective past, subsidiariespresent or future equityholders, directors, managers, officers, employees, representatives, predecessors, successors, assigns, directorsand all persons acting by, officersthrough or in concert with them (collectively, employees, agents, representatives and attorneys (each, a the “Released PersonParties”) of and ), from 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, losses, claims, demands, liabilities, obligations, actions costs and causes of action whatsoever which such Borrowers may now have or claim to have on expenses (including related attorneys’ fees and as of the date hereof against any Released Personcosts), whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent anticipated or non-contingentunanticipated, and that the Executive may now have or has ever had against any of every nature and extent to the extent arising out ofReleased Parties by reason of any act, under omission, transaction or from event occurring before or on the Loan Agreement, Loan Documents and related transactions date of this Separation Agreement (collectively, “Claims”). Each Borrower jointly and severally represents and warrants , other than: (i) any wages or other compensation due to the Lender Executive as an employee of the Company in the ordinary course of business and consistent with past practice, that it has have been earned but not paid between (A) the date of the last payroll before the date of this Separation Agreement and (B) the date of this Separation Agreement, (ii) any benefits due to the Executive as an employee of the Company, in the ordinary course of business and consistent with past practice, that have accrued but are unpaid as of the date of this Separation Agreement, (iii) expenses incurred by the Executive in the ordinary course of business for which the Executive is entitled to reimbursement pursuant to the Company’s policies and guidelines in effect as of the date of this Separation Agreement, (iv) the severance and benefits due to the Executive pursuant to this Separation Agreement, (v) any indemnification and/or insurance coverage rights under Section 3(c) of the Employment Agreement, (vi) any vested equity securities of the Company, its subsidiaries and affiliates granted to the Executive, (vii) any claim or purported right that, under applicable law, cannot be waived, including the right to grant file a charge with or participate in an investigation or lawsuit conducted by an administrative agency; provided, however, that the Executive hereby waives the Executive’s right to any other Person monetary recovery if any interest whatsoever in administrative agency pursues on the Executive’s behalf any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and claim against any Released Party (including any claims under the False Claims Act, 31 U.S.C. § 3729, et seq., and all Claims similar state Laws),or (viii) any claims under that certain Indemnification Agreement between the Executive and the Company, the limited liability company agreement of EGI-AM Holdings, L.L.C., and any lossother rights incident to ownership of equity, costincluding under the registration rights agreement between EGI-AM Holdings, liability, damage or expense (including reasonable attorneys’ fees L.L.C. 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERExecutive.

Release of Claims. In consideration for entering into As used in this agreementRelease of Claims (this “Release”), the sufficiency term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of which is acknowledgedaction, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and excepting only liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the contractual obligations respecting future performance by meanings given to them in the Lender arising under employment agreement dated October 4, 2016 between TCEH Corp. (the Loan Agreement “Company”) and the Loan Documents, each ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (my “Employment Agreement”). For and in consideration of the Borrowers 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 irrevocably releases agree to release and forever discharges discharge the Lender Company and each of its affiliatesdirect and indirect parent and subsidiary entities, subsidiariesand all of their respective predecessors, successors, assignsand past, current, and future parent entities, affiliates, subsidiary entities, investors, directors, shareholders, members, officers, general or limited partners, employees, attorneys, agents, representatives and attorneys representatives, and the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (eachcollectively, a the “Released PersonCompany Releasees”) of ), from any and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now claims that I have or claim may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or 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 on against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date hereof 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 Released Personof the Releasees before any local, whether presently known state, federal, or unknownforeign agency, liquidated court, arbitrator, mediator, arbitration or unliquidatedmediation panel, suspected or unsuspectedother 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, contingent in each case, except as required by law or non-contingent, and of every nature and extent to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out ofof any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), 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 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 or from ADEA, a federal statute that, among other things, prohibits discrimination on the Loan 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, Loan Documents (ii) claims with respect to benefits to which I am entitled under the employee benefit and related transactions compensation plans of the Company and its affiliates, including any rights to equity, (collectivelyiii) claims to indemnification, “Claims”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. Each Borrower jointly 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 severally represents I have had sufficient time to consider the terms of this Release. I represent and warrants 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 Lender Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that it has I will not granted be entitled to the severance payments and benefits unless this Release is effective on or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or expense before the date that is sixty (including reasonable attorneys’ fees and expenses60) 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 days following the date of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERmy termination of employment.

Release of Claims. In consideration of the promises and payments set forth herein, and as a material inducement for entering the parties to enter into this agreementAgreement, the sufficiency of which is acknowledgedparties state as follows: (a) Employee hereby unconditionally releases, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documentsacquits, each of the Borrowers hereby irrevocably releases and forever discharges the Lender Company and each of its subsidiaries, affiliates, subsidiariesestates, divisions, successors, insurers and assigns, attorneys and all of their owners, stockholders, general or limited partners, agents, directors, managers, officers, trustees, representatives, employees, agentsthe subrogees of all of the above, representatives and attorneys all successors and assigns thereof (eachcollectively, a the “Released PersonReleasees”) of ), from any and from all damagesclaims, lossescharges, claimscomplaints, demands, liabilities, obligations, actions and promises, agreements, controversies, damages, actions, causes of action whatsoever which such Borrowers may now have or claim to have on action, suits, rights, entitlements, costs, losses, debts, and as expenses (including attorneys’ fees and legal expenses) of the date hereof against any Released Personnature whatsoever, whether presently known or unknown, liquidated which Employee now has, had, or unliquidatedmay hereafter claim to have had against the Releasees and/or any of them by reason of any matter, suspected act, omission, transaction, occurrence, or unsuspectedevent that has occurred or is alleged to have occurred up to and including the Effective Date of this Agreement; provided, contingent 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 non-contingentthe 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 every nature and extent the Company, as amended, to the extent arising out ofEmployee 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 from Section 7 of the Loan Employment Agreement, Loan Documents (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 related transactions (collectively, “Claims”). Each Borrower jointly voluntary waiver and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against release of any and all Claims 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 lossand all claims for recovery of lost wages or back pay, costfringe benefits, liabilitypension benefits, damage or expense (including reasonable liquidated damages, front pay, compensatory and/or punitive damages, attorneys’ fees 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 expenses) incurred by 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 Released Person 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 investigatingEmployment 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, preparing forbased on any federal, defending againststate, providing evidence or producing documents 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 taking pursued independently by any governmental agency or agencies, whether federal, state or local or in connection with any legal action pursued by other action 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, known or unknown, against any or all the Releasees based on any matter, act, omission, transaction, occurrence, or event that has occurred or is alleged to have occurred up to and including the Effective Date of this Agreement. (d) Employee acknowledges that this general release extends also to claims that Employee does not know or suspect to exist in Employee’s favor at the time of executing this Agreement which, if known by Employee, might have materially affected Employee’s decision to execute this Agreement. Employee hereby knowingly and voluntarily waives and relinquishes all rights and benefits which Employee may have under applicable law with respect of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERto such general release provisions.

Release of Claims. In consideration of the promises and payments set forth herein, and as a material inducement for entering the parties to enter into this agreementAgreement, the sufficiency of which is acknowledgedparties state as follows: (a) Employee hereby unconditionally releases, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documentsacquits, each of the Borrowers hereby irrevocably releases and forever discharges the Lender Company and each of its subsidiaries, affiliates, subsidiariesestates, divisions, successors, insurers and assigns, attorneys and all of their owners, stockholders, general or limited partners, agents, directors, managers, officers, trustees, representatives, employees, agentsthe subrogees of all of the above, representatives and attorneys all successors and assigns thereof (eachcollectively, a the “Released PersonReleasees”) of ), from any and from all damagesclaims, lossescharges, claimscomplaints, demands, liabilities, obligations, actions and promises, agreements, controversies, damages, actions, causes of action whatsoever action, suits, rights, entitlements, costs, losses, debts, and expenses (including attorneys’ fees and legal expenses) of any nature whatsoever, known or unknown, which such Borrowers Employee now has, had, or may now have or hereafter claim to have on had against the Releasees and/or any of them by reason 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; 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 hereof against 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 Released Personother 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, whether presently based on any federal, state, or local constitution, statute, law, rule, regulation, judicial doctrine, contract, or common law, or other theory arising out of any matter, act, omission, transaction, occurrence, or event that has occurred or is alleged to have occurred up to and including the Effective Date of this Agreement. (c) Employee expressly acknowledges that this Agreement may be pled as a complete defense and may bar any and all claims, known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent to the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any or all the Releasees based on any matter, act, omission, transaction, occurrence, or event that has occurred or is alleged to have occurred up to and including the Effective Date of this Agreement. (d) Employee acknowledges that this general release extends also to claims that Employee does not know or suspect to exist in Employee’s favor at the time of executing this Agreement which, if known by Employee, might have materially affected Employee’s decision to execute this Agreement. Employee hereby knowingly and voluntarily waives and relinquishes all Claims rights and any loss, cost, liability, damage or 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 benefits which Employee may have under applicable law with or taking other action in respect of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERto such general release provisions.

Release of Claims. In I, _________________, in consideration for entering into this agreement, of and subject to the sufficiency of which is acknowledged, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan DocumentsCARDIO DIAGNOSTICS, each of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, representatives and attorneys (eachINC., a Delaware corporation (the “Released PersonCompany”) of its obligations under the Employment Agreement, dated as of ___________ _, 20__ (as amended from time to time, the “Agreement”), do hereby release and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and forever discharge as of the date hereof against of my execution of this release (this “Release”) the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective Executive benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, Executives, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively, the “Released 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 PersonParties from any and all claims, suits, controversies, actions, causes of 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 whatever kind of nature, 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 presently known or unknown, liquidated vested or unliquidated, suspected or unsuspected, contingent or non-contingent, and suspected, or claimed, against the Company or any of every nature and extent 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 extent date of my execution of this Release (including, but not limited to, any allegation, claim of violation arising out ofunder: 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 from local civil or human rights law, or under any other local state or federal law, regulation or ordinance; or under any public policy, contract of tort, or under common law; or arising under any policies, practices or procedures of the Loan Company; or any claim for wrongful discharge, breach of the Agreement, Loan Documents and related transactions infliction of emotional distress or defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (collectively, the “Claims”). Each Borrower jointly Executive agrees that this Agreement is intended to include all claims, if any, that Executive may have against the Company, and severally represents that this Agreement extinguishes those claims. I represent that I have made no assignment of transfer of any right, claim, demand, cause of action, or other matter covered by Section 2 above. In signing this Release, I acknowledge and warrants intend that it shall be effective as a bar to each and every one of the claims, demands and causes of action herein above mentioned or implied. I expressly consent that this Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected claims up to the Lender that it has not granted or purported to grant date of my execution of this Release, if any, as well as those relating to any other Person any interest whatsoever claims hereinabove mentioned. I acknowledge and agree that this waiver is an essential and material term of this Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in any Claimthe event I should bring a claim seeking damages against the Company, this Release shall serve as security or otherwisea complete defense to such claims as to my rights and entitlements. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 I further agree that I am not aware of any commenced pending charge or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERcomplaint of the type described in Section 2 above as of the date of my execution of this Release.

Release of Claims. In consideration for entering into this agreementEffective as of, and conditioned upon occurrence of, the sufficiency of which is acknowledged, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan DocumentsClosing, each Stockholder, for itself and on behalf of the Borrowers hereby irrevocably releases and forever discharges the Lender each of its Affiliates and each of its affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, representatives and attorneys their respective successors (each, a “Released PersonReleasing Party”) of ), hereby unequivocally, voluntarily, knowingly, willingly, unconditionally, completely and, irrevocably releases, acquits, exculpates and from forever waives and relinquishes all damagesclaims, lossessuits, claimsdebts, demands, liabilities, obligationssetoffs, actions counterclaims, actions, manners of action and causes of action whatsoever of whatever kind or nature, whether known or unknown (collectively, “Claims”), which such Borrowers any Releasing Party has, may now have or claim to might have on or may assert now or in the future, against the Company and its Subsidiaries and their respective Representatives (in each case, solely in their capacity as of such), successors and permitted assigns, and, after the date hereof against any Released PersonClosing, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingentthe Acquiror and its Subsidiaries, and each of every nature and extent 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 resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which, in each and every case, occurred, existed, was taken, permitted, incurred or begun at or prior to the Closing, in each case solely with regard to the Company, the business or operations of the Company prior to the Closing or the Transactions; provided, that nothing contained in this Section 5(j) shall be construed as a waiver of any rights under or from the Loan (i) this Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to ii) any other Person Transaction Agreement to which any interest whatsoever 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 Claimindemnification, as security employment or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or expense other similar arrangements (including reasonable attorneysany such arrangement providing for exculpation or advancement of expenses), including any rights to indemnification, exculpation, advancement of expense or similar rights set forth in the Governing Documents of the Company, any indemnification agreement between the Company and such Stockholder, or as provided by law or any directors’ 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERofficers’ liability insurance.

Release of Claims. In consideration for entering into this agreement(a) The Note Holder, on his, her or its behalf and, if and only to the sufficiency extent permitted under applicable Law, on behalf of which is acknowledgedany of the Note Holder’s heirs, successors in interest or assigns, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documentsall other Persons that might allege a claim, each demand, complaint, cause of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its affiliatesaction, subsidiariessuit, successorsproceeding, assignsarbitration, directorsaudit, officershearing, employeesinvestigation or inquiry (whether formal or informal, agentscivil, representatives and attorneys criminal or administrative) (each, a “Released PersonClaim”) through the Note Holder or on his, her or its behalf, hereby knowingly, fully, unconditionally and irrevocably (i) acknowledges and agrees that he, she or it has no rights or entitlements with respect to any Company Convertible Notes except as set forth on Exhibit A hereto, (ii) acknowledges and agrees that such Note Holder has no current or potential right, title, license, claim, or unassigned personal interest of any kind to any Company-Owned IP, and from all damages(iii) releases, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and effective as of immediately prior to the date hereof Effective Time, any and all Claims (whether held directly, derivatively, or otherwise) that the Note Holder has or may have against the Company or any Released present or former director, officer, manager, employee or agent of the Company, in such Person’s capacity as such, whether presently asserted or unasserted, known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingentnoncontingent, and of every nature and extent past or present, arising or resulting from or relating, directly or indirectly, to any act, omission, event or occurrence prior to the extent arising out ofClosing relating to the Company, under including with respect to the Company Capital Stock, Company Convertible Notes, or from any other equity interests in the Loan Agreement, Loan Documents and related transactions Company and/or any rights or interests therein (collectively, the “Released Claims”). Each Borrower jointly The Note Holder, on his, her or its behalf and, if and severally represents and warrants only to the Lender 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 has not granted 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 purported to grant to its rights under this Agreement or any other Person 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 interest whatsoever 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 Claimemployment rights that cannot be waived as a matter of applicable Law. (b) Contingent upon, as security or otherwise. The Borrowers shall jointly and severally indemnifyeffective immediately prior to, defend the Effective Time, the Note Holder hereby unconditionally and hold harmless each Released Person from irrevocably releases, discharges and against waives any and all Claims of his, her or its rights under the certificate of incorporation and bylaws of the Company and the Company Convertible Notes (in each case, in the form in force at the date of execution of this Agreement or at any lossprior or subsequent time) where the exercise of any such right would in any way prevent, costconflict with, liabilityhinder, damage or expense be inconsistent with the execution and performance of this Agreement or the consummation of the Merger or any of the other Transactions. (including reasonable attorneysc) The Note Holder agrees to irrevocably waive and not to exercise any rights of appraisal or any dissenters’ fees and expensesrights that the Note Holder may have (whether under applicable Law or otherwise) incurred by any Released Person in investigating, preparing for, defending against, providing evidence or producing documents could potentially have or acquire in connection with the Merger or taking other action in respect of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERthe Transactions.

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 Borrower, for entering into this agreementitself and on behalf of its successors and assigns, does hereby release, acquit and forever discharge the sufficiency Agent and the Lender, all of which is acknowledgedtheir respective predecessors in interest, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement all of their respective past and the Loan Documents, each of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its affiliates, subsidiaries, successors, assignspresent officers, directors, officersattorneys, employeesaffiliates, employees and agents, representatives and attorneys (each, a “Released Person”) of and from any and all damages, losses, claims, demands, obligations, liabilities, obligationsindebtedness, actions and breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action whatsoever which such Borrowers may now have action, defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or claim to have on and as of the date hereof against any Released Personcharacter, whether presently known or unknown, suspected or unsuspected, liquidated or unliquidated, suspected each as though fully set forth herein at length (each, a "Released Claim" and collectively, the "Released Claims"), that any Borrower now has or unsuspected, contingent or non-contingent, may acquire as of the date that the Borrowers have executed and of every nature and extent delivered this Amendment to the extent Agent (hereafter, the "Release Date"), including without limitation, those Released Claims in any way arising out of, under connected with or from related to any and all prior credit accommodations, if any, provided by the Loan AgreementAgent or the Lender, Loan Documents 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. (collectively, “Claims”). b) Each Borrower jointly and severally hereby acknowledges, represents and warrants to the Agent and the Lender that it has not granted or purported agrees to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against 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 lossstate or local laws or statutes with regard to the release of such unknown, costunanticipated 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, liability, damage 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 expense constitute an admission of any liability on the part of the Agent or the Lender; (including reasonable attorneys’ fees and expensesii) incurred by the provisions of this General Release shall constitute an absolute bar to any Released Person in investigating, preparing for, defending against, providing evidence or producing documents in connection with or taking other action in respect Claim of any commenced kind, whether any such Released Claim is based on contract, tort, warranty, mistake or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWNany other theory, UNANTICIPATED OR MISUNDERSTOOD DEFENSESwhether legal, CLAIMSstatutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of this General Release shall subject a Borrower to the provisions of applicable law setting forth the remedies for the bringing of groundless, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERfrivolous or baseless claims or causes of action.

Release of Claims. In consideration for entering into this agreementthe payment of the Settlement Amount, as well as for other good and valuable consideration, the sufficiency Named Plaintiffs, individually and as the duly authorized agents for the Collective Action Opt-In Plaintiffs in the Action, on behalf of which is acknowledgedboth the Named Plaintiffs, the Collective Action Opt-In Plaintiffs, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement their dependents, heirs, executors, administrators, legal and/or personal representatives, successors, assigns and the Loan Documentsagents, each of the Borrowers do hereby knowingly, voluntarily, unconditionally and irrevocably releases release and forever discharges the Lender discharge ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ Chierchio, DiMiceli, ▇▇▇▇ ▇▇▇▇▇▇, RCI, Liquid Plumbing Corp., Affinity Human Resources, LLC and each and every one of its their divisions, affiliates, subsidiaries, parents, franchisors, corporations under common ownership or control, related business entities, predecessors, successors, management companies, assigns, officers, directors, officerstrustees, employees, agents, representatives shareholders, members, administrators, representatives, attorneys, insurers or fiduciaries, past, present or future (hereinafter referred to collectively as the “Releasees”), from any and attorneys (each, a “Released Person”) of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as of the date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent asserted or non-contingentunasserted, arising under the FLSA, the NYLL, including but not limited to the NYS Wage Theft Prevention Act, and any other statutory, regulatory and/or common law claims for alleged unpaid wages, unpaid minimum wages, unpaid overtime wages, or other compensation, liquidated damages, statutory damages and/or penalties, interest, costs and attorney’s fees, based upon any conduct occurring from the beginning of every nature and extent the world to the date of execution of this Agreement. To the fullest extent arising out ofpermitted by law, under the Named Plaintiffs and the Collective Action Opt-In Plaintiffs promise not to ▇▇▇ or from the Loan Agreementbring any charges, Loan Documents and complaints or lawsuits related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has claims hereby waived and released against the Releasees in the future, individually or as members of a class or collective action. This waiver, release and promise not granted or purported to grant ▇▇▇ is binding upon the Named Plaintiffs and the Collective Action Opt- In Plaintiffs, and upon each of their respective heirs, legal representatives and assigns. The provisions of this Paragraph (3) shall not apply to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDEROpt-Out Plaintiffs.

Release of Claims. a. In consideration for entering into of BDSI’s execution of this agreement, the sufficiency of which is acknowledgedAgreement and BDSI’s obligations hereunder, and excepting only based upon the contractual obligations respecting future performance by the Lender arising under the Loan Agreement mutual promises contained herein and the Loan Documents, each other good and valuable consideration and actual receipt of the Borrowers hereby irrevocably releases Initial Payment, ABPI and forever discharges the Lender ABPI Sub, on their behalf and each on behalf of its affiliatesall of their Affiliates, subsidiariesdivisions, employees, owners, stockholders, officers, directors, legal representatives, insurers, creditors, related companies, predecessors, successors, assignsheirs, assigns and personal representatives (collectively, the “Accentia 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, officerslegal representatives, employeesinsurers, agentscreditors, related companies, predecessors, successors, heirs, assigns and personal representatives (collectively, the “BDSI Released Parties”), from any and attorneys (eachall claims, a “Released Person”) of and from all obligations, liabilities, promises, agreements, controversies, damages, actions, causes of action, rights, demands, losses, debts, contracts, commitments or expenses of every kind and nature, including attorneys’ fees, that any of the Accentia Releasing Parties now has, or which it may have against the BDSI Released Parties from the beginning of time up to, through, including, and following, the Approval Date for Agreement, including specifically any matters relating to the Distribution Agreement, any Party’s performance thereunder or breach thereof, the development or commercialization of any products thereunder, the termination thereof, any actual or potential claim that any warrant or other security was required to be issued thereunder, or any such warrant or alleged or actual interest therein (but expressly excluding any obligations, rights, claims or liabilities arising under or as a result of this Agreement). ABPI and ABPI Sub, on their behalf and on behalf of the other Accentia Releasing Parties, covenant and agree not to commence, aid, prosecute or cause to be commenced or prosecuted any action or other proceeding, based upon any claims, demands, obligations, or causes of action relating to, arising under, out of, or in connection with its relationship with the BDSI Released Parties, and ABPI and ABPI Sub further covenant and agree to hold harmless and indemnify the BDSI Released Parties in respect of all losses, claims, demandsdamages, 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 “BDSI Releasing Parties”), hereby fully and expressly, knowingly, voluntarily, and unconditionally release, acquit and forever discharge ABPI, APBI Sub and all of their Affiliates, divisions, employees, owners, stockholders, officers, directors, legal representatives, insurers, creditors, related companies, predecessors, successors, heirs, assigns and personal representatives (collectively, the “Accentia Released Parties”), from any and all claims, obligations, actions 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 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 whatsoever which such Borrowers may now have or claim to have on and as of the date hereof against any Released Personrelating to, whether presently known or unknownarising under, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent to the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 its relationship with the Accentia Released Parties (but expressly excluding any obligations, rights, claims, or taking other action liabilities arising under or as a result of this Agreement). Parent and 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 commenced such action or threatened Claimproceeding by BDSI, Arius, any Affiliate of either of the foregoing, or any other BDSI Releasing Party. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWNThe Parties acknowledge that neither ABPI nor ABPI Sub are, UNANTICIPATED OR MISUNDERSTOOD DEFENSESby their execution of and performance under this Agreement, CLAIMSacknowledging or admitting any matter, CONTRACTSfault, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERor liability.

Release of Claims. In consideration for entering into this agreement(a) Subject to and upon the consummation of the Merger and the receipt of the Merger Consideration to which Stockholder is entitled, Stockholder, and, if Stockholder is a legal entity, together with the Stockholder’s officers, directors, members, stockholders, subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the sufficiency “Releasors”), hereby fully, unconditionally and irrevocably (subject to the receipt of which is acknowledgedthe amounts specified in this paragraph) releases, acquits and excepting only forever discharges, to the contractual obligations respecting future performance fullest extent permitted by the Lender arising under the Loan Agreement and the Loan Documentslaw, each of Parent, Merger Sub, the Borrowers hereby irrevocably releases and forever discharges the Lender and Company, each of its affiliatestheir subsidiaries and Affiliates and their respective past, subsidiaries, successors, assignspresent or future officers, directors, officers, employees, counsel and agents, representatives and attorneys (each, a “Released Person”) of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as the stockholders of the date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent Company prior to the extent arising out ofMerger Closing (such persons, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “ClaimsReleasees”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or expense commitments (including reasonable attorneys’ fees any right to acquire or receive Company Common Stock before the Effective Time), liabilities, actions, charges, complaints, agreements, controversies, causes of action, claims, counterclaims, demands, damages, liabilities, obligations, judgments, debts, costs, expenses, dues and expensessuits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Merger Closing (collectively, “Claims”); provided, however, that nothing herein shall be deemed to release (a) incurred by any Released Person right of Stockholder expressly set forth in investigatingthe Merger Agreement, preparing forincluding the right to receive the Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, defending against, providing evidence or producing documents (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or taking the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its subsidiaries. (b) Stockholder, on behalf of itself and the other action Releasors, hereby expressly waives any rights Stockholder may have under any Law that provides that a general release does not or may not extend to claims that the Releasors do not know or suspect to exist in the Releasors’ favor at the time of executing this Agreement. Stockholder acknowledges, on behalf of itself and the other Releasors, that the inclusion of such unknown Claims in this Agreement was separately bargained for and was a key element of the release set forth in this Section 17. Stockholder acknowledges, on behalf of itself and the other Releasor, that Stockholder or the other Releasors may hereafter discover facts which are different from or in addition to those that Stockholders or the other Releasors may now know or believe to be true with respect to any and all Claims released under this Section 17 and agree that all such unknown Claims are nonetheless released and that this Agreement will be and remain effective in all respects even if such different or additional facts are subsequently discovered. Stockholder, on behalf of any commenced or threatened Claim. EACH BORROWER AGREES itself and the other Releasors, represents that as to each and every Claim released hereunder, ▇▇▇▇▇▇▇▇▇▇▇ has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO ASSUME CLAIMS THAT THE RISK CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO EXECUTING THE RELEASE OF SUCH UNKNOWNAND THAT, UNANTICIPATED IF KNOWN BY HIM OR MISUNDERSTOOD DEFENSESHER, CLAIMSWOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY (c) Stockholder, CONTRACTSon behalf of itself and the other Releasors, LIABILITIESrepresents and acknowledges that he, INDEBTEDNESS AND OBLIGATIONSshe, or it has read this release and understands its terms and has been given an opportunity to ask questions of the Company’s representatives. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLEStockholder further represents, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERon 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. In consideration for entering into this agreement(a) Subject to and upon the consummation of the Merger and the receipt of the Merger Consideration to which Stockholder is entitled, Stockholder, and, if Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the sufficiency “Releasors”), hereby fully and unconditionally (subject to the receipt of which is acknowledgedthe amounts specified in this paragraph) releases, acquits and excepting only forever discharges, to the contractual obligations respecting future performance fullest extent permitted by the Lender arising under the Loan Agreement and the Loan Documentslaw, each of Parent, Merger Sub, the Borrowers hereby irrevocably releases and forever discharges the Lender and Company, each of its affiliatestheir subsidiaries and affiliates and their respective past, subsidiaries, successors, assignspresent or future officers, directors, officers, employees, counsel and agents, representatives and attorneys (each, a “Released Person”) of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as the stockholders of the date hereof against any Released PersonCompany prior to Closing (such persons, 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 out of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “ClaimsReleasees”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which Stockholder or any lossof the Releasors ever had, costnow has or may hereafter have against any of the Releasees, liabilityon or by reason of any matter, damage cause or expense thing whatsoever 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 the Merger Agreement, including reasonable attorneys’ fees and expensesthe right to receive the Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) incurred by any Released Person in investigating, preparing for, defending against, providing evidence or producing documents liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or taking other action the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in respect his or her capacity as a director, manager, officer or employee of any commenced the Company, its Affiliates or threatened Claim. EACH BORROWER AGREES its Subsidiaries. (b) Stockholder represents that as to each and every claim released hereunder, S▇▇▇▇▇▇▇▇▇▇ has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO ASSUME CLAIMS THAT THE RISK CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO EXECUTING THE RELEASE OF SUCH UNKNOWNAND THAT, UNANTICIPATED IF KNOWN BY HIM OR MISUNDERSTOOD DEFENSESHER, CLAIMSWOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY (c) Stockholder represents and acknowledges that he, CONTRACTSshe, LIABILITIESor 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, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLEshe or it does not rely, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERand 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. In consideration Except solely for entering into the obligations of LCPI expressly set forth in this agreement, Amendment or the sufficiency of which is acknowledged, Resignation and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Assignment Agreement and the Loan Documentsclaim against LCPI or the other ▇▇▇▇▇▇ Released Parties (as defined below) by Sunbeam Americas Holdings Ltd. Master Pension Trust for approximately $26,000, each of the Borrowers Borrower and the other Loan Parties hereby unconditionally and irrevocably releases release, waive, acquit and forever discharges the Lender and each of its affiliatesdischarge all liabilities, subsidiariesclaims, successorssuits, assignsdebts, directors, officers, employees, agents, representatives and attorneys (each, a “Released Person”) of and from all damagesliens, losses, claimscauses of action, demands, liabilitiesrights, obligationsdamages or costs, actions and causes or expenses of action whatsoever any kind, character or nature whatsoever, known or unknown, fixed or contingent (collectively, the “Claims”) which such Borrowers any of them may now have or 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 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 as 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 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. LCPI and LBSF for themselves and on behalf of the other ▇▇▇▇▇▇ Released Parties, further agree forever that LCPI, LBSF and the other ▇▇▇▇▇▇ Released Parties will refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any Jarden Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent Parties with respect to the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all of the foregoing described released, waived, acquitted and discharged Claims and or from exercising any loss, cost, liability, damage right or expense (including reasonable attorneys’ fees and expenses) incurred by recoupment of setoff that it may have under a master netting agreement or otherwise against any Jarden Released Person in investigating, preparing for, defending against, providing evidence or producing documents in connection Party with or taking other action in respect to Obligations under the Loan Documents. Each of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERthe Jarden Released Parties shall be a third party beneficiary of this Agreement.

Release of Claims. In (“Executive”), for himself and his family, heirs, executors, administrators, legal representatives and their respective successors and assigns, in exchange for the consideration for entering into 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 agreementrelease is attached as Exhibit A (the “Employment Agreement”), to which the sufficiency of which is acknowledgedExecutive would not otherwise be entitled, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documentsexcept as otherwise set forth in this Agreement, each of the Borrowers does hereby irrevocably releases release and forever discharges discharge _____________________ (the Lender and each of “Company”), its affiliates, subsidiaries, successorsaffiliated companies, successors and assigns, and its current or former directors, officers, employees, agentsshareholders or agents in such capacities (collectively with the Company, representatives and attorneys (each, a the “Released PersonParties”) of from any and from all damagesactions, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers action, suits, controversies, claims and demands whatsoever, for or by reason of any matter, cause or thing whatsoever, whether known or unknown including, but not limited to, all claims under any applicable laws arising under or in connection with Executive’s employment or termination thereof, whether for tort, for breach of express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the job or incurred as a result of loss of employment. Executive acknowledges that the Company encouraged him to consult with an attorney of his choosing, and through this General Release of Claims encourages him to consult with his attorney with respect to possible claims under the Age Discrimination in Employment Act (“ADEA”) and that he understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting the generality of the release provided above, Executive expressly waives any and all claims under ADEA that he may now have or claim to have on and as of the date hereof against hereof. Executive further understands that by signing this General Release of Claims he is in fact waiving, releasing and forever giving up any Released Personclaim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, whether presently 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. In addition, Executive hereby acknowledges and agrees that he has read and 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, liquidated fixed or unliquidatedcontingent, suspected or unsuspected, contingent 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 non-contingent, existence of any such additional or different facts. Executive hereby expressly waives and relinquishes all rights and benefits under that Section and any law or legal principle of every nature and extent similar effect in any jurisdiction with respect to the extent arising out of, under or from Executive’s release of unknown and unsuspected claims given in this Release. Executive have been advised by counsel and understand the Loan Agreement, Loan Documents meaning and related transactions (collectively, “Claims”). Each Borrower jointly consequences of Section 1542 and severally represents his waiver of said Section and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly its protections is knowing and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERvoluntary.

Release of Claims. In (a) You, on your own behalf and on behalf of your descendants, dependents, heirs, executors and administrators and permitted assigns, past and present (the “Releasors”), in consideration for entering into this agreementthe amounts payable and benefits to be provided to you hereunder, the sufficiency of which is acknowledgedhereby unconditionally and irrevocably (subject to Section 4(f)) covenant not to ▇▇▇ or pursue any litigation against, and excepting only waive, release and discharge the contractual obligations respecting future performance by the Lender arising under the Loan Agreement Company, its direct and the Loan Documentsindirect parent, each of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its affiliatesassigns, subsidiaries, affiliates (including, without limitation, Parent), predecessors and successors, assignsand the past and present shareholders, partners, employees, officers, directors, officers, employees, agentsmembers, representatives and attorneys agents of any of them (eachcollectively, a the “Released PersonReleasees”) of ), from any and from all damages, losses, claims, demands, liabilitiesrights, obligationsjudgments, actions and defenses, actions, charges or causes of action whatsoever which such Borrowers may now have or claim to have on whatsoever, of any and as of the date hereof against any Released Personevery kind and description, whether presently known or unknown, liquidated accrued or unliquidatednot accrued, suspected that you ever had, now have or unsuspectedshall or may have or assert in the future, contingent by reason of facts or non-contingent, and of every nature and extent omissions which have occurred on or prior to the extent arising out of, under or from the Loan date you sign this Agreement, Loan Documents and related transactions against the Releasees (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to , including, without limiting the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claimgenerality of the foregoing, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against (x) any and all Claims relating to your employment with the Company Group or the separation therefrom or your service as an officer or director of any member of the Company Group or the separation from such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or separation from employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (“ADEA,” a law that prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993, the Fair Labor Standards Act of 1938, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, all as amended, and other Federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, all claims under Federal, state or local laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, whistleblowing, and any loss, cost, liability, damage or expense (including reasonable related claims for attorneys’ fees and expensescosts and (y) incurred any and all Claims with respect to any equity, equity-based or other incentive compensation, other than any vested equity and other rights retained by you pursuant to Section 1(c) hereof (the “Release”); provided, however, that nothing herein shall release the Company from any Released Person of its obligations to you under this Agreement (including, without limitation, its obligation to pay the amounts and provide the benefits upon which this Release is conditioned), any rights you may have as a holder of Common Units in investigatingParent under Parent’s Limited Liability Agreement, preparing forany rights you may have under the Company’s 401(k) plan, defending againstany rights you may have to indemnification under any insurance coverage or other benefits under any directors and officers insurance or similar policies, providing evidence or producing documents in any rights which may not be released as a matter of law. (b) You further agree that this Section 4 may be pleaded as a full defense to any action, suit or other proceeding for Claims that is or may be initiated, prosecuted or maintained by you or your heirs or assigns. You understand and confirm that you are executing this Agreement voluntarily and knowingly, but that this Section 4 does not affect your right to claim otherwise under ADEA. In addition, you shall not be precluded by this Section 4 from filing a charge with any relevant Federal, state or local administrative agency, but you agree to waive your rights with respect to any monetary or other financial relief arising from any such administrative proceeding. (c) In furtherance of the agreements set forth above, you hereby expressly waive and relinquish any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release. In connection with such waiver and relinquishment, you acknowledge that you are aware that you may hereafter discover claims presently unknown or taking unsuspected, or facts in addition to or different from those that you now know or believe to be true, with respect to the matters released herein. Nevertheless, it is your intention to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein. The parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above. Nothing in this paragraph is intended to expand the scope of the release as specified herein. (d) You represent and acknowledge that none of the Releasors have filed any complaint, charge, claim or proceeding, against any of the Releasees before any local, state or federal agency, court or other action in respect body (each individually, an “Action”). You represent that you are not aware of any commenced basis on which such an Action could reasonably be instituted. You further acknowledge and agree that (i) you will not initiate or threatened Claimcause to be initiated on your behalf any Action and will not participate in any Action, in each case, except as required by law, and (ii) you waive any right you may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Action, including, without limitation, any Action conducted by the Equal Employment Opportunity Commission. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWNFurther, UNANTICIPATED OR MISUNDERSTOOD DEFENSESyou understand that, CLAIMSby executing this Release, CONTRACTSyou will be limiting the availability of certain remedies that you may have against the Releasees and also limiting your ability to pursue certain claims against the Releasees. (e) The Company’s offer to you of this Agreement and the payments and benefits set forth herein are not intended as, LIABILITIESand shall not be construed as, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASEDany admission of liability, WAIVED AND DISCHARGED BY THIS AMENDMENTwrongdoing or improper conduct by the Company. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAWYou represent and acknowledge that you have not filed or caused to be filed any charges, TO THE EXTENT SUCH LAW MAY BE APPLICABLEcomplaints, WITH REGARD TO THE RELEASE OF SUCH UNKNOWNclaims, UNANTICIPATED OR MISUNDERSTOOD DEFENSESactions, CLAIMSproceedings or demands for arbitration of any kind in any forum against any Releasee. (f) You acknowledge that you have been offered and have waived a period of time of at least 21 days to consider whether to sign this Agreement, CONTRACTSand the Company agrees that you may cancel the Release and this Section 4 at any time during the seven days following the date on which this Agreement has been signed by all parties to this Agreement (the “Revocation Period”). In order to cancel or revoke the Release and this Section 4, LIABILITIESyou must deliver to the Company’s General Counsel written notice stating that you are canceling or revoking the Release and this Section 4 during the Revocation Period. If the Release and this Section 4 are timely cancelled or revoked, INDEBTEDNESS AND OBLIGATIONSnone of the provisions of this Section 4 shall be effective or enforceable, and the Company shall not be obligated to make the payments to you or to provide you with the benefits identified in Sections 1(b)(iii), 1(b)(iv) and 1(c). TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLEYou acknowledge that, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDEReven if the Release and this Section 4 are cancelled or revoked by you, the provisions of Section 1(a) hereof shall remain in full force and effect. (g) You acknowledge and agree that you have entered into this Agreement knowingly and willingly and have had ample opportunity to consider the terms and provisions of this Agreement, including this Section 4.

Release of Claims. (a) 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 Agreement Separation Benefits and the Loan Documents, each performance of the Borrowers 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 irrevocably voluntarily, knowingly and willingly releases and forever discharges the Lender Company and each of its parents, subsidiaries and affiliates, subsidiariestogether with each of the foregoing entities’ respective owners, successorsprincipals, assignspartners, officers, directors, officers, employees, agents, representatives members, managers, attorneys, employee benefits plans and attorneys such plans’ administrators, fiduciaries, trustees, record keepers and service providers, and each of their respective predecessors, successors, and assigns (each, a hereinafter collectively referred to as the “Released PersonCompany Parties”) of from any and from all damages, lossesrights, claims, demandscharges, liabilitiesactions, causes of action, complaints, grievances, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, actions and causes damages, demands or liabilities of action whatsoever which such Borrowers may now have every kind whatsoever, in law or claim to have on and as of the date hereof against any Released Personin equity, 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 out of, under or from the Loan Agreement, Loan Documents and related transactions unsuspected (collectively, “Claims”) which Consultant or Consultant’s executors, administrators, successors or assigns ever had, now have or may hereafter claim to have by reason of any matter, cause or thing whatsoever, arising from the beginning of time up to the Separation Date including, 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”). Each Borrower jointly and severally . (b) Consultant represents and warrants that, except with respect to the Lender 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 it 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 granted filed against the Company or purported any of the other Company Parties, any complaints, claims or lawsuits with any court, administrative agency or arbitral tribunal prior to grant the date hereof, and that Consultant has not transferred to any other Person person any interest whatsoever in any Claimsuch complaints, as security claims or otherwise. The Borrowers shall jointly lawsuits. (e) In consideration for Consultant’s performance of its obligation under this Agreement, the Company Parties hereby voluntarily, knowingly and severally indemnify, defend willingly release and hold harmless each Released Person forever discharge the Consultant and Consultant Parties from and against any and all Claims and 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 known or unknown, suspected or unsuspected (collectively, “Claims”) which the Company Parties or Company Parties’ executors, administrators, successors or assigns ever had, now have or may hereafter claim to have by reason of any lossmatter, costcause or thing whatsoever, liabilityarising from the beginning of time up to the Separation Date including, damage or 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 the Consultant performance of its obligations under the Consulting Agreement and any duty, obligation, requirement imposed on Consultant to the extent related to Consulting Agreement. Notwithstanding the foregoing, the Company Parties are not releasing any Claims hereunder with respect to (i) the Company’s rights with respect to this Agreement, (ii) any rights which arise after the date on which the Consultant countersigns this Agreement with respect to matters that occurred after such date, (iii) any claims of fraud, fraudulent activity, or taking other action in respect of otherwise illegal conduct, or (iv) any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERclaims that are not otherwise waivable under applicable law.

Release of Claims. In consideration for entering into this agreement(a) Effective as of the date hereof, the sufficiency Lender, on behalf of which is acknowledgeditself and its Affiliates, successors and assigns, hereby unconditionally and irrevocably and forever releases and discharges Minim, its Affiliates, successors and assigns, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each any of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its affiliates, subsidiaries, successors, assignstheir respective present or former equityholders, directors, managers, officers, employeesemployees or agents (collectively, agentsthe “Minim Released Parties”), representatives and attorneys (each, a “Released Person”) of and from from, and hereby unconditionally and irrevocably waives, any and all damagesclaims, debts, losses, claimsexpenses, demandsproceedings, covenants, liabilities, obligationsjudgments, damages, actions and causes of action whatsoever which such Borrowers may now have action, obligations, accounts and liabilities of any kind or claim to have on and character whatsoever, known or unknown, suspected or unsuspected, in contract, direct or indirect, at law or in equity that the Lender or any of its Affiliates ever had, or as of the date hereof has against any Minim Released PersonParty, whether presently for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever arising prior to the date hereof to the extent relating to the Debt Obligations or 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 Lender Released Claims shall not include any liability, obligation or claims arising out of or under this Agreement. (b) Effective as of the date hereof, Minim, on behalf of itself and its Affiliates, successors and assigns, hereby unconditionally and irrevocably and forever releases and discharges the Lender, its Affiliates, successors and assigns, and any of its present or former equityholders, directors, managers, officers, employees or agents (collectively, the “Lender Released Parties”), of and from, and hereby unconditionally and irrevocably waives, any and all claims, debts, losses, expenses, proceedings, covenants, liabilities, judgments, damages, actions and causes of action, obligations, accounts and liabilities of any kind or character whatsoever, known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent in contract, direct or non-contingentindirect, and at law or in equity that Minim or any of every nature and extent its Affiliates ever had, or as of the date hereof has against any Lender Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever arising prior to the date hereof to the extent relating to the Debt Obligations or arising out of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, the “Minim Released Claims”). Each Borrower jointly ; provided that nothing in this Section 4(b) will operate to release any liability or obligation of any Lender Released Party from, and severally represents and warrants to the Lender that it has Minim Released Claims shall not granted or purported to grant to include any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage obligation or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person in investigating, preparing for, defending against, providing evidence claims arising out of or producing documents in connection with or taking other action in respect of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERunder this Agreement.

Release of Claims. In consideration for entering into As used in this agreementRelease of Claims (this “Release”), the sufficiency term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of which is acknowledgedaction, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and excepting only liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the contractual obligations respecting future performance by meanings given to them in the Lender arising under employment agreement dated October 4, 2016 between TCEH Corp. (the Loan Agreement “Company”) and the Loan Documents, each ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ (my “Employment Agreement”). For and in consideration of the Borrowers 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 irrevocably releases agree to release and forever discharges discharge the Lender Company and each of its affiliatesdirect and indirect parent and subsidiary entities, subsidiariesand all of their respective predecessors, successors, assignsand past, current, and future parent entities, affiliates, subsidiary entities, investors, directors, shareholders, members, officers, general or limited partners, employees, attorneys, agents, representatives and attorneys representatives, and the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (eachcollectively, a the “Released PersonCompany Releasees”) of ), from any and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now claims that I have or claim may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or 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 on against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date hereof 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 Released Personof the Releasees before any local, whether presently known state, federal, or unknownforeign agency, liquidated court, arbitrator, mediator, arbitration or unliquidatedmediation panel, suspected or unsuspectedother 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, contingent in each case, except as required by law or non-contingent, and of every nature and extent to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out ofof any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), 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 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 or from ADEA, a federal statute that, among other things, prohibits discrimination on the Loan 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, Loan Documents (ii) claims with respect to benefits to which I am entitled under the employee benefit and related transactions compensation plans of the Company and its affiliates, including any rights to equity, (collectivelyiii) claims to indemnification, “Claims”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. Each Borrower jointly 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 severally represents I have had sufficient time to consider the terms of this Release. I represent and warrants 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 Lender Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that it has I will not granted be entitled to the severance payments and benefits unless this Release is effective on or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or expense before the date that is sixty (including reasonable attorneys’ fees and expenses60) 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 days following the date of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERmy termination of employment.

Release of Claims. In consideration of the payment provided for entering into this agreementin paragraph 2 above and other good and valuable consideration, the receipt, adequacy, and sufficiency of which is hereby acknowledged, Employee and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documentshis heirs, each of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its affiliatesexecutors, subsidiariesadministrators, successorsagents, assigns, directorsreceivers, officersattorneys, 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 unconditionally release, discharge, acquit and hold harmless the Company and any parent, subsidiary or related companies, and any and all of their employees, agents, representatives administrators, assigns, receivers, attorneys, servants, legal representatives, affiliates, insurers, predecessors and attorneys successors in interest, regardless of form, trustees in bankruptcy or otherwise, insurance benefit plans, and any other representative or entity acting on its or their behalf (eachcollectively, a “the "Released Person”) of Parties"), from any and from all claims, rights, demands, actions, suits, damages, losses, claims, demandsexpenses, liabilities, obligationsindebtedness, actions and causes of action whatsoever which such Borrowers may now have action, of whatever kind or claim to have on and as nature that existed from the beginning of time through the date hereof against any Released Personof execution of this Agreement, regardless of whether presently known or unknown, liquidated and regardless of whether asserted by Employee to date, including, but not limited to, all claims for or unliquidatedrelating to assault, suspected battery, negligence, negligent hiring, negligent retention, negligent supervision, negligent training, negligent or unsuspectedintentional infliction of emotional distress, contingent false imprisonment, defamation (whether libel or non-contingentslander), personal injury, bodily injury, bad faith, pain and suffering, medical expenses, wage and hour, lost income and earnings (including, but not limited to, back pay, front pay and any other form of present or future income, benefits and/or earnings), equitable reinstatement, breach of any express or implied contract, breach of the covenant of good faith and fair dealing, workers' compensation, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, quid pro quo sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Employee Retirement Income Security Act, the Equal Pay Act, the Pregnancy Discrimination Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity. Employee further understands and warrants that this Agreement shall operate as a fully binding and complete resolution of all claims as to the parties to this Agreement and all parties represented by or claiming through such parties, and of every nature and extent that he shall not be able to the extent arising out ofseek any monies for any claim, under whether known or from the Loan Agreementunknown, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any of the persons or entities released hereunder other than as provided in paragraphs 2 and all Claims and any loss, cost, liability, damage or 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 6 of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERthis Agreement.

Release of Claims. The Borrower may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Credit Agreement or the other Loan Documents. The Administrative Agent, the Lenders, the Issuing Lender, the Swingline Lender, and 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 for of the Administrative Agent and the Lenders entering into this agreementAmendment, the sufficiency of which is acknowledged, Borrower hereby fully and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each of the Borrowers hereby irrevocably unconditionally releases and forever discharges each of the Administrative Agent, the Lenders, the Issuing Lender, the Swingline Lender and each of its affiliates, subsidiaries, successors, assigns, their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives representatives, successors and attorneys assigns and all persons, firms, corporations and organizations acting on any of their behalves (eachcollectively, a the “Released PersonParties”) ), of and from any and all damages, losses, claims, demandsallegations, causes of action, costs or demands and liabilities, obligationsof whatever kind or nature, actions and causes of action whatsoever which such Borrowers may now have or claim arising prior to have on and as of the date hereof against any Released Personon which this Amendment is executed, whether presently known or unknownunknown to the Borrower on the date hereof, whether liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, contingent anticipated or non-contingentunanticipated, and which the Borrower has against the Released Parties by reason of every nature and extent any act or omission on the part of the Released Parties, or any of them, occurring prior to the extent date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, in each case, arising out ofof the Loans, under the Obligations, the Credit Agreement or from any of the Loan AgreementDocuments, Loan Documents and related transactions including the administration or enforcement thereof (collectively, all of the foregoing, the “Claims”). Each The Borrower jointly and severally represents and warrants to the Lender that it has no knowledge of any Claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a Claim by the Borrower against the Released Parties which is not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwisereleased hereby. The Borrowers shall jointly Borrower represents and severally indemnify, defend warrants that the foregoing constitutes a full and hold harmless each Released Person from and against any and complete release of all Claims and any loss, cost, liability, damage or 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERClaims.

Release of Claims. In consideration Subject to the express provisions hereof, Purchaser acknowledges and agrees that Seller does not make any representation or warranty (except for entering into this agreementthe representations set forth in Section 11.1 above) as to, the sufficiency of which is acknowledgedand, upon Closing, Purchaser, for itself, its successors and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, representatives hereby waives and attorneys (each, a “Released Person”) of and releases the Seller Parties from all damages, losses, any present or future claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have at law or claim to have on and as of the date hereof against any Released Personin equity, whether presently known or unknown, liquidated foreseeable or unliquidatedotherwise, suspected arising from or unsuspectedrelating to, contingent the condition of the Property, including without limitation the presence or non-contingentalleged presence of asbestos, and of every nature and extent to the extent arising out ofradon, 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 Liability Act of 1980, as the same may have been or may be amended from the Loan time to time, and similar state statutes, and any regulations promulgated thereunder, (ii) any other federal, state or local law, ordinance, rule or regulation, now or hereafter in effect, that deals with or otherwise in any manner relates to, environmental matters of any kind, (iii) this Agreement, Loan Documents and related transactions or (iv) the common law (collectively, the “Claims”). Each Borrower jointly Purchaser hereby specifically acknowledges that Purchaser has carefully reviewed this Section 11.3.3 and severally represents has discussed its import with legal counsel and warrants that the provisions of this Section 11.3.3 are a material part of this Agreement. It is the intent of Purchaser, upon Closing, to the Lender release all Claims that it Purchaser has not granted or purported to grant to may have against Seller, known or unknown. Notwithstanding any other Person any interest whatsoever provisions contained herein, or in any Claim, as security document or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person in investigating, preparing for, defending against, providing evidence or producing documents instrument delivered in connection with the transfer contemplated hereby, to the contrary (including, without limitation, any language providing for survival of certain provisions hereof or taking other action thereof), Purchaser hereby acknowledges and agrees that (a) prior to Closing, Purchaser’s sole recourse in the event of Seller default shall be as set forth 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 deemed to have satisfied and 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 Purchaser or otherwise with respect thereto. It is expressly agreed among the parties that the provisions of Section 16.8 hereof are deemed incorporated, as to Seller, into each of the closing documents to be delivered at Closing, except the Limited Warranty Deed to be delivered at Closing and except for any commenced or threatened Claimindemnity provision contained in any of the closing documents to be delivered at Closing, each of which shall not be subject to the terms of Section 16.8. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, SUBJECT TO THE EXTENT SUCH LAW MAY PRECEDING TWO SENTENCES, THIS RELEASE IS INTENDED TO BE APPLICABLEA GENERAL RELEASE. For clarity, WITH REGARD TO THE RELEASE OF SUCH UNKNOWNthe releases pursuant to this Section 11.3.3 shall survive the Closing hereunder, UNANTICIPATED OR MISUNDERSTOOD DEFENSESwithout limitation by the provisions of Section 16.8 hereof, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERand shall not be merged into any deed or other document delivered at or in connection with the Closing.

Release of Claims. In consideration for entering into this agreementSubject to paragraph 6 below and entry of the Final Order, the sufficiency of which is acknowledgedeach Debtor and its estate shall be deemed to have forever waived, discharged, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, released each of the Borrowers hereby irrevocably releases Existing RBL Secured Parties and forever discharges the Lender and each of its their respective affiliates, subsidiaries, successors, assigns, directorsor successors and the respective members, managers, equity holders, affiliates, agents, attorneys, financial advisors, consultants, officers, directors, employees, agentsand other representatives of the foregoing (all of the foregoing, representatives collectively, the “Existing RBL Secured Party Releasees”), solely in their capacity as such, from any and attorneys all “claims” (eachas defined in the Bankruptcy Code), a “Released Person”) of and from all damagescounterclaims, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as (including causes of action in the date hereof against any Released Personnature of “lender liability”), whether presently known or unknowndefenses, liquidated or unliquidatedsetoff, suspected or unsuspectedrecoupment, contingent or non-contingentother offset rights, and other rights of every nature and extent to the extent arising out of, under disgorgement or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and recovery against any and all Claims and any lossof the Existing RBL Secured Party Releasees, costwhether arising at law or in equity, liability, damage or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person in investigating, preparing for, defending against, providing evidence or producing documents relating to and/or otherwise in connection with the Existing RBL Obligations, the Existing RBL Liens, or taking the debtor-creditor relationship between any of the Existing RBL Secured Parties, on the one hand, and any of the Debtors, on the other action in respect hand, including (a) any recharacterization, subordination, avoidance, disallowance, or other claim arising under or pursuant to section 105 or chapter 5 of the Bankruptcy Code or under any commenced other similar provisions of applicable state law, federal law, or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWNmunicipal law and (b) any right or basis to challenge or object to the amount, UNANTICIPATED OR MISUNDERSTOOD DEFENSESvalidity, CLAIMSor enforceability of the Existing RBL Obligations or any payments or other transfers made on account of the Existing RBL Obligations, CONTRACTSor the validity, LIABILITIESenforceability, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASEDpriority, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAWor non-avoidability of the Existing RBL Liens securing the Existing RBL Obligations, TO THE EXTENT SUCH LAW MAY BE APPLICABLEincluding any right or basis to seek any disgorgement or recovery of payments of cash or any other distributions or transfers previously received by any of the Existing RBL Secured Party Releasees; provided, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERthat the Existing RBL Secured Party Releases shall be limited to such claims arising prior to or including the date of the entry of the Final Order.

Release of Claims. In Except as set forth in Section 3 below, in consideration of the payments and benefits described in the Agreement, and for entering into this agreementother good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement intending to be legally bound, Employee, for himself/herself, his/her heirs, beneficiaries, assigns and the Loan Documentslegal successors in interest, agrees to fully and forever release, discharge, indemnify and hold harmless each of the Borrowers hereby irrevocably releases Company Entities (including, without limitation, CommerceHub and forever discharges the Lender and each of its affiliatesdirect or indirect parents, subsidiaries, successorsand affiliates), assigns, and the respective directors, officers, shareholders, controlling persons, employees, agents, representatives attorneys, and attorneys insurers, predecessors in interest, and successors in interest, and any affiliate of any of the foregoing (eachcollectively, a the “Released PersonPersons”) of and from from, and Employee hereby waives, any and all damagesclaims, losses, claimssuits, demands, liabilities, obligations, actions and and/or other causes of action whatsoever 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 kind or nature whatsoever, in law or at equity, asserted or unasserted, known or unknown, which such Borrowers may Employee now have has, ever had, or claim ever claimed to have on and as had (collectively “Claims”) against any of the Released Persons occurring up to and including the date hereof that Employee signs this Release, including without limitation, any Claims arising out of, connected with or in any way related to Employee’s employment with CommerceHub, the Employment Agreement and/or the termination of Employee’s employment with CommerceHub, other than Employee’s right to enforce the terms of the Agreement. Employee acknowledges and agrees that this release, discharge, indemnification and waiver includes, without limitation, any Claim based on any principles of tort or 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 termination of that employment; provided, however, that this shall not affect Employee’s right to enforce the terms of the Agreement. Employee acknowledges that Employee intends that this Release shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. Employee expressly consents that this Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown, unsuspected or unanticipated Claims (notwithstanding any statute that expressly limits the effectiveness of a general release of unknown, unsuspected or unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied that may exist up to and including the date of this Release. Employee acknowledges and agrees that this Release is an essential and material term of the Agreement, and CommerceHub is entering into the Agreement in reliance on such release. Employee further agrees that if Employee brings a Claim seeking damages or relief against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent if Employee seeks to the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and recover against any and all Claims and any loss, cost, liability, damage or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person in investigatingany Claim brought by a governmental agency on Employee’s behalf, preparing forthis Release and the release set forth in the Agreement shall serve as a complete defense to such Claims, and Employee shall reimburse each Released Person for any attorneys’ fees or expenses or other fees and expenses incurred in defending againstany such Claim. Employee further agrees that Employee will not be entitled to and will disclaim and refuse relief from, providing evidence or producing documents sought by, any administrative agency based upon or investigating any Claim or other matter released in connection with this Release or taking the Agreement. Without in any way limiting the generality of the foregoing release of Claims, Employee agrees that, other action than the payment(s) in respect Sections 2 (Retention Benefits) and 4 (Vacation Pay) of the Agreement, Employee is not entitled to any other compensation, remuneration, bonus, severance, benefit, compensation, payment or incentive (including any capital stock, stock option, stock appreciation right or any other equity-based incentive) or any reimbursement of any commenced expenses of any kind or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWNnature or expectation of remuneration from any Released Person, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERwhether pursuant to any pre-existing or contemporaneous oral or written agreement or otherwise.

Release of Claims. (a) In consideration for entering into this agreementof the foregoing, the sufficiency adequacy of which is hereby expressly acknowledged, Executive hereby unconditionally and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each of the Borrowers hereby irrevocably releases and forever discharges discharges, to the Lender fullest extent applicable law permits, the “Releasees,” as defined in subparagraph 8(b) below, from any and each every action, cause of action, complaint, claim, demand, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost and/or expense (including attorney’s fees) that he has, may have or may be entitled to from or against the Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, which arises directly or indirectly out of, or is based on or related in any way to Executive’s employment with the Company, its affiliatespredecessors, successors and assigns and past, present and future Affiliates (as defined in Paragraph 9 below), subsidiaries, successorsdivisions and parent corporations, assignsincluding, directorswithout limitation, officersany such matter arising from the negligence, employeesgross negligence or willful misconduct of the Releasees (together, agents, representatives and attorneys (each, a the “Released PersonClaims”); 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, as in effect from time to time, to which he would otherwise be entitled. (b) The parties intend this release to cover any and all Executive Released Claims, whether arising under any employment contract (express or implied), policies, procedures or practices of any of the Releasees, and/or by any acts or omissions of any of the Releasees’ agents or employees or former agents or employees including from all damages, losses, claims, demands, liabilitiesdamages, obligationssums of money, actions and wages, employee or other benefits, causes of action whatsoever which such Borrowers may now have 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 to have on and as or proceeding under the federal Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the date hereof against 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 Released Personclaims arising from violations of the Sarbanes Oxley Act of 2002, whether presently known 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 unknownthe qui tam provisions of the False Claims Act, liquidated or unliquidatedfrom violation of any other federal, suspected state or unsuspectedlocal civil rights law or any other statute, contingent constitutional provision, executive order, law or non-contingentordinance or pursuant to common law, including any tort, contract or other claims, any claims relating to any aspect of Executive’s employment with the Company, or otherwise arising out of any relationship between the Company and Executive, and any claims arising as a result of every nature any matter or thing done, omitted or suffered to be done prior to and extent including the date upon which Executive signs below. Executive agrees that it is his intent that this release shall discharge the Company and others noted above to the maximum extent arising out permitted by law. Executive understands and agrees that the Company’s offer of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants his agreement to the Lender 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 it has not granted this release is a general release, representing a full and complete disposition and satisfaction of all of the Company Releasees’ real or purported alleged waivable legal obligations to grant to any other Person any interest whatsoever in any Claim, as security or otherwiseExecutive with the specific exceptions noted above. The Borrowers shall jointly term “Releasees” means the Company, its predecessors, successors and severally indemnifyassigns and past, defend present and hold harmless each Released Person from future Affiliates, subsidiaries, divisions and against any parent corporations and all Claims their respective past, present and any lossfuture officers, costdirectors, liabilityshareholders, damage or expense (including reasonable attorneys’ fees employee benefit plan administrators, employees and expenses) incurred by any Released Person agents, individually and in investigating, preparing for, defending against, providing evidence or producing documents in connection with or taking other action in respect of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERtheir respective capacities.

Release of Claims. In consideration for entering into this agreementof the payments and benefits to be made under the Employment Agreement, dated as of [●] (the “Employment Agreement”), to which [●] (the “Executive”) and At Home RMS Inc., a Delaware corporation (the “Company”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”) are parties, the sufficiency of which is acknowledgedthe Executive acknowledges, and excepting only the contractual obligations respecting future performance by Executive, with the Lender arising under intention of binding the Loan Agreement Executive and the Loan DocumentsExecutive’s heirs, each of the Borrowers executors, administrators and assigns, does hereby irrevocably releases release, remise, acquit and forever discharges discharge Holding (as defined in the Lender Employment Agreement), the Company and each of its affiliatesand their subsidiaries and affiliates (the “Company Affiliated Group”), subsidiaries, successors, assignstheir present and former officers, directors, officersexecutives, employeesshareholders, agents, representatives attorneys, employees and attorneys employee benefit plans (eachand the fiduciaries thereof), a and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released PersonParties”) ), of and from any and all damagesclaims, lossesactions, claimscauses of action, complaints, charges, demands, liabilitiesrights, damages, debts, sums of money, accounts, financial obligations, actions suits, expenses, attorneys’ fees and causes liabilities of action whatsoever which such Borrowers may now have whatever kind or claim to have on and as of the date hereof against any Released Personnature in law, equity or otherwise, whether presently accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent which the Executive, individually or non-contingentas a member of a class, and of every nature and extent now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the extent arising date hereof, against any Company Released Party that arises out of, under or from relates to, the Loan Employment Agreement, Loan Documents the Executive’s employment with the Company or any of its subsidiaries and related transactions affiliates, or any termination of such employment, including claims (collectivelyi) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“ClaimsTitle VII”). Each Borrower jointly and severally represents and warrants to , the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any ClaimCivil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as security or otherwise. The Borrowers shall jointly and severally indemnifyamended (“ERISA”), defend and hold harmless each Released Person from and against any and all Claims the Age Discrimination in Employment Act (“ADEA”), and any losssimilar or analogous state statute, cost, liability, damage or 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.excepting only:

Release of Claims. In consideration for entering into this agreement(a) Effective as of, and contingent upon, the sufficiency of which is acknowledged, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan DocumentsClosing, each Selling Securityholder, on such Selling Securityholder’s behalf and on behalf of any such Selling Securityholder’s heirs or assigns and all Persons that might allege a Claim through such Selling Securityholder or on such Selling Securityholder’s behalf (which, for clarity, excludes any portfolio companies of any venture capital, private equity or angel investor in the Borrowers Company), hereby knowingly, fully, unconditionally and irrevocably releases (a) acknowledges and forever discharges 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 Lender 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 each agrees that he, she or it has no current or potential right, title, license, claim or unassigned personal interest of its affiliatesany kind in or to any Company Owned Intellectual Property or, subsidiariesmore generally, successorsto any Company Intellectual Property and (c) releases, assigns, directors, officers, employees, agents, representatives and attorneys (each, a “Released Person”) of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and effective as of the date hereof against any Released PersonClosing Date, 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 out of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and causes of action that such Selling Securityholder has or may have against the Company or any lossSubsidiary or any present or former director, costofficer, liabilitymanager, damage employee or agent of the Company or any Subsidiary, whether asserted or unasserted, known or unknown, contingent or noncontingent, past or present, arising or resulting from or relating, directly or indirectly, to any act, omission, event or occurrence prior to the Closing relating to the Company, any Subsidiary, the Company Intellectual Property, the Purchased Shares and any rights or interests therein (the “Released Claims”). Notwithstanding anything to the contrary in the foregoing, nothing 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 Selling Securityholder on such Selling Securityholder’s behalf and on behalf of any such Selling Securityholder’s heirs or assigns and all Persons that might allege a Claim through such Selling Securityholder or on such Selling Securityholder’s behalf, hereby knowingly, fully, unconditionally and irrevocably waives any Claim or right of recourse he, she, or it may have against the Company with respect to the Company’s representations and warranties (including reasonable attorneys’ fees any inaccuracies thereof) set forth in Article II and expensesthe covenants of the Company set forth in Article V and Article VI. (b) incurred by Each of the Initial Selling Stockholders and the Joining Securityholders hereby unconditionally and irrevocably releases, discharges and waives any Released Person in investigatingand all of its rights under any term of the CL Shareholders Agreement, preparing for, defending against, providing evidence the Articles of Association or producing documents in connection with or taking any other action in respect agreement between the Company and such Selling Securityholder where the exercise of any commenced such right would in any way prevent, conflict with, hinder or threatened Claim. EACH BORROWER AGREES 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, which states: A GENERAL RELEASE DOES NOT EXTEND TO ASSUME CLAIMS WHICH THE RISK CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF ANY AND ALL UNKNOWNEXECUTING THE RELEASE, UNANTICIPATED WHICH IF KNOWN BY HIM OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HER MUST HAVE UNDER ANY CIVIL CODE MATERIALLY AFFECTED HIS OR ANY SIMILAR LAW, TO HER SETTLEMENT WITH THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERDEBTOR.

Release of Claims. In The Parties agree as follows: a. Except as provided herein, as of the Effective Date, in consideration for entering into this agreement, the sufficiency Company’s payment of which is acknowledged, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement Legal Fees and the Loan Documentspromises, waivers, releases and other consideration provided herein, each member of the Borrowers Sophis Group, to the maximum extent permitted by law, hereby irrevocably and unconditionally releases and forever discharges the Lender Company and each of its affiliatespast or present predecessors, parents, subsidiaries, Affiliates, successors, assigns, officers, directors, stockholders, attorneys, and employees, and any related or affiliated corporations or entities, and their past or present predecessors, parents, subsidiaries, Affiliates, successors, assigns, officers, directors, stockholders, attorneys, and employees, agentsand any person or entity acting through or in concert with any of the preceding persons or entities (all of the preceding persons and entities, representatives severally and attorneys (eachin the aggregate, a will be referred to as “Released PersonReleasees”) ), jointly and severally, of and from any and all damages, lossesactions, claims, demands, debts, reckonings, contracts, agreements, covenants, damages, judgments, executions, liabilities, appeals, obligations, actions and attorney’s fees, causes of action whatsoever which such Borrowers may now have and suits of every kind and nature whatsoever, direct or claim derivative, from the beginning of time to have on and as of the date hereof against any Released PersonEffective Date, whether presently foreseen or unforeseen, known or unknown, liquidated asserted or unliquidatedunasserted, 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 Sophis Group’s promises, waivers, releases and 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 Section 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 in this Section 9, but it is the intention of the Parties to completely, fully, finally, and forever compromise, settle, release, discharge, and extinguish any and all claims that they may have one against another, known or unknown, suspected or unsuspected, contingent or nonabsolute, 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-contingentfor 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 every nature and extent this Agreement. Notwithstanding anything to the extent arising out ofcontrary herein, the Releases provided for in this Section 9 shall not apply to (i) any rights or duties under this Agreement or from (ii) any claims or causes of action that any Party may have for the Loan breach or enforcement of any provision of this Agreement. For the avoidance of doubt, Loan Documents 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 related transactions (collectively7. e. The Parties acknowledge that they are aware of and familiar with the provisions of Section 1542 of the California Civil Code, “Claims”). Each Borrower jointly which provides as follows: The Parties hereby waive and severally represents relinquish all rights and warrants benefits that they have under Section 1542 of the California Civil Code, or the law of any other country, territory, state or jurisdiction, or common law principle, to the Lender that it has not granted same or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERsimilar effect.

Release of Claims. In consideration Effective as of the Closing Date, Holder, for entering into this agreementitself and its Affiliates (as defined below), whether an Affiliate as of the sufficiency of which is acknowledgedClosing Date or hereafter becoming an Affiliate, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, for each of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its affiliates, subsidiariestheir respective predecessors, successors, assigns, directorsheirs, officersrepresentatives, employeesand agents and for all related parties, agentsand all persons acting by, representatives through, under or in concert with any of them in both their official and attorneys personal capacities (eachcollectively, a the “Released PersonHolder 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 damagesclaims of any type and all manner of action and actions, losses, claims, demands, liabilities, obligations, actions cause and causes of action whatsoever which such Borrowers may now have 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 claim to have on and as of the date hereof against any Released Personin equity, whether presently known or unknown, liquidated that any Holder Party may have now or unliquidatedmay have in the future, suspected or unsuspected, contingent or non-contingent, and against any of every nature and extent the CMGR Parties to the extent that those claims arose, may have arisen, or are based on events which occurred at any point in the past up to and including the Closing Date, to the extent related to or arising out ofof or in connection with the Debt or the Note, under but excluding any claims arising out of or from the Loan Agreement, Loan Documents and related transactions pertaining to this Agreement (collectively, the “Holder Released Claims”). Each Borrower jointly and severally 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 Lender other Holder Parties, agrees that it has not granted the Holder Parties shall forever refrain and forebear from commencing, instituting or purported prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Holder Released Claim, which is released and discharged herein. For purposes herein, (i) “Affiliate” means, with respect to grant to a specified Person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with, the specified Person; (ii) “Control” means (a) the possession, directly or indirectly, of the power to vote 10% or more of the securities or other equity interests of a Person having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, by contractor otherwise, or (c) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person; and (iii) “Person” means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any interest whatsoever in other entity or organization, including a government or political subdivision or any Claim, as security agency or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERinstrumentality thereof.

Release of Claims. In consideration Effective as of the Closing Date, each Party (the “Releasing Party”), for entering into this agreementitself and its Affiliates (as defined below), whether an Affiliate as of the sufficiency of which is acknowledgedClosing Date or hereafter becoming an Affiliate, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, for each of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its affiliates, subsidiariestheir respective predecessors, successors, assigns, directorsheirs, officersrepresentatives, employeesand agents and for all related parties, agentsand all persons acting by, representatives through, under or in concert with any of them in both their official and attorneys personal capacities (eachcollectively, a the “Releasing Entities”) hereby irrevocably, unconditionally and forever releases, discharges and remises the other Party and each of its Affiliates (whether an Affiliate as of the Closing Date or later), and their respective predecessors, successors, assigns, heirs, representatives, and agents and for all related parties and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (collectively, the “Released PersonParties”) of and ), from all damagesclaims of any type and all manner of action and actions, losses, claims, demands, liabilities, obligations, actions cause and causes of action whatsoever which such Borrowers may now have 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 claim to have on and as of the date hereof against any Released Personin equity, whether presently known or unknown, liquidated that any Releasing Entity may have now or unliquidatedmay have in the future, suspected or unsuspected, contingent or non-contingent, and against any of every nature and extent the Released Parties to the extent that those claims arose, may have arisen, or are based on events which occurred at any point in the past up to and including the Closing Date, to the extent related to or arising out ofof or in connection with the Debt or the Note, under but excluding any claims arising out of or from the Loan Agreement, Loan Documents and related transactions pertaining to this Agreement (collectively, the “Released Claims”). Each Borrower jointly and severally 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 the Lender release them. The Releasing Party, on its own behalf and on behalf of its other Releasing Entities, agrees that it has not granted and its other Releasing Entities shall forever refrain and forebear from commencing, instituting or purported prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Released Claim, which is released and discharged herein. For purposes herein, (i) “Affiliate” means, with respect to grant to a specified Person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with, the specified Person; (ii) “Control” means (a) the possession, directly or indirectly, of the power to vote 10% or more of the securities or other equity interests of a Person having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, by contractor otherwise, or (c) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person; and (iii) “Person” means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any interest whatsoever in other entity or organization, including a government or political subdivision or any Claim, as security agency or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERinstrumentality thereof.

Release of Claims. (a) In consideration for entering into order to be certain that this agreementAgreement will resolve any and all concerns that you might have, the sufficiency Company requests that you carefully consider its terms, including the release of which is acknowledgedclaims 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 excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement as a condition of your receipt of such benefits, to which you would not otherwise be entitled, you, on your own behalf and the Loan Documentson behalf of your heirs, each of the Borrowers beneficiaries, executors, administrators, representatives and assigns, and all others connected with or claiming through you, hereby irrevocably releases release and forever discharges discharge the Lender Company and each all of its affiliatespast, subsidiaries, successors, assignspresent and future officers, directors, officersshareholders, general and limited partners, joint venturers, members, managers, employees, agents, representatives predecessors, successors and attorneys (eachassigns, a “Released Person”) and all others connected with any of them, and any and all benefit plans maintained by the Company and all past, present and future representatives, agents, trustees, fiduciaries and administrators of such plans, both individually and in their official capacities, from any and all damages, losses, claims, demands, liabilities, obligations, actions and causes of action action, rights or claims of any name or nature whatsoever which such Borrowers may now have or claim to have on and as of the date hereof against any Released Person(all, collectively, "Claims"), whether presently known or unknown, liquidated which you had in the past, now have, or unliquidatedmight now have, suspected through the date on which you sign this Agreement, including without limitation Claims in any way resulting from, arising out of or unsuspectedconnected with your employment or its termination or pursuant to any federal, contingent state or non-contingentlocal law, regulation or other requirement, including without limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act and the fair employment practices statutes of every nature and extent the state or states in which you have provided services to the extent arising out of, under or from the Loan Company. (c) This Agreement, Loan Documents including the release of claims set forth the paragraph immediately above, creates legally binding obligations and related transactions (collectivelythe Company therefore encourages and advises you to consult an attorney before signing this Agreement. In signing this Agreement, “Claims”). Each Borrower jointly you give the Company assurance that you have signed it voluntarily and severally represents with a full understanding of its terms; that you have had sufficient opportunity, before signing this Agreement, to consider its terms and warrants to the Lender that it has not granted consult with an attorney, if you wished to do so, or purported to grant to consult with any other Person legal or tax advisors or members of your immediate family; and that, in signing this Agreement, you have not relied on any interest whatsoever promises or representations, express or implied, that are not set forth expressly in any Claimthis Agreement. You acknowledge that in accordance with the requirements of the Older Workers Benefit Protection Act, as security or otherwise. The Borrowers shall jointly the Company is providing you, in EXHIBIT B, a list of the job titles and severally indemnifyages of all employees who have been selected for layoff at this time and therefore are eligible for severance benefits, defend together with the job classifications and hold harmless each Released Person from ages of all individuals who have not been selected for layoff and against any and all Claims and any loss, cost, liability, damage or 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERtherefore are not eligible for severance benefits.

Release of Claims. In consideration for entering into this agreement(a) Guarantor hereby ratifies, reaffirms and acknowledges that the sufficiency of which is acknowledgedGuaranty represents its valid, enforceable and collectible obligations, and excepting only 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 contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documentsdate hereof, each of the Borrowers 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 irrevocably releases the Administrative Agent, Lenders, and forever discharges the Lender their respective parent corporations, subsidiaries and affiliates, any holder of or participant in a Loan, and each of its affiliates, subsidiaries, successors, assignstheir respective present and former officers, directors, officersshareholders, employeesrepresentatives, agentsconsultants, representatives attorneys, employees and attorneys agents thereof, and their respective heirs, personal representatives, successors and assigns (eachcollectively, a the “Released PersonParties”) of ), from any and from all damages, losses, claims, demands, liabilities, obligationsdamages, actions and causes of action whatsoever which such Borrowers may now have of every nature or claim to have on and as of character (collectively, the date hereof against any Released Person“Claims”), whether presently known or unknown, liquidated direct or unliquidatedindirect, suspected at law or unsuspectedin equity, contingent for or non-contingentbecause of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date hereof, 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 Acknowledgement, the Guarantor has consulted with, and been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of every nature the Released Parties and extent to hereby agrees and acknowledges that the extent arising out ofvalidity and effectiveness of the releases set forth above do not depend in any way on any such representations, under acts and/or omissions or from the Loan accuracy, completeness or validity hereof. The provisions of this Section 3 shall survive the termination of the Credit Agreement, the other Loan Documents Documents, and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever payment in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 full of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERthe Obligations under the Credit Agreement.

Release of Claims. In consideration for entering into this agreementThe undersigned hereby consents to the Merger and, effective as of the sufficiency Effective Time (as defined in the Merger Agreement) and conditioned upon the effectiveness of which is acknowledgedthe Merger, irrevocably, unconditionally and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement completely releases, acquits and the Loan Documents, forever discharges each of the Borrowers Releasees (as defined below) from any Claim (as defined below), and hereby irrevocably releases irrevocably, unconditionally and forever discharges completely waives and relinquishes each and every Claim that the Lender and each of its affiliatesundersigned may have had in the past, subsidiaries, successors, assigns, directors, officers, employees, agents, representatives and attorneys (each, a “Released Person”) of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to may have on and as in the future against any of the date hereof 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 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 than with respect to options to acquire capital stock of the Company granted to the undersigned by the Company; and with respect to claims against any Released PersonParent that relate to or arise out of agreements, whether presently known events, matters, causes, things, acts, omissions or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent conduct to the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants unrelated to the Lender that it has not granted or purported to grant to any Company, the Merger, the Merger Agreement and the other Person any interest whatsoever in any Claimtransactions contemplated thereby, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage relationship between the undersigned and the Company or expense (including reasonable attorneys’ fees between Parent 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 the Company. For purposes of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.this Agreement:

Release of Claims. In consideration for entering into this agreementthe negotiation of the Employment Agreement, the sufficiency of which is acknowledgedExecutive, for himself and for his heirs, executors, administrators, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documentsassigns (hereinafter referred to collectively as “Releasors”), each of the Borrowers hereby irrevocably forever releases and forever discharges the Lender Company and each any and all of its affiliates, subsidiaries, successorsdivisions, affiliated entities, employee benefit and/or pension plans or funds, successors and assigns, and all of its or their past and present officers, directors, officersmembers, employeesshareholders, agentstrustees, representatives agents and attorneys employees (eachhereinafter referred to as the “Entities and Persons”), a “Released Person”) of from any and from all damages, losses, claims, demands, liabilitiescause of action, obligations, actions fees and causes liabilities of action whatsoever which such Borrowers may now have or claim to have on and as of the date hereof against any Released Personkind whatsoever, whether presently known or unknown, liquidated which Executive ever had, now has, or unliquidatedmay have against the Entities and Persons by reason of any actual or alleged act, suspected omission, transaction, practice, conduct, occurrence, or unsuspectedother matter up to and including the date of this Employment Agreement and with regard to his employment with the Company. Without limiting the generality of the foregoing, contingent the provisions of this Section 15 are intended to and shall release the Entities and Persons from any and all claims, whether known or nonunknown, 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 like; or (vi) any claim under, with regard to, or in connection with this Employment Agreement or any agreement or plan with regard to equity, incentive or deferred compensation. Notwithstanding the foregoing, the foregoing release shall not cover rights of indemnification to which Executive is entitled under the Company’s Certificate of Incorporation, By-contingentlaws, and or Section 13 hereof or otherwise with regard to his service as an officer of every nature and extent the Company. Executive agrees that he will not, from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 15(a) above. In addition to the extent arising out offoregoing, under or from the Loan Agreementexcept as otherwise prohibited by law, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally Executive represents and warrants to that he will not ▇▇▇ or commence any proceeding (judicial or administrative), or participate in any action, suit or proceeding, against any of the Lender that it has not granted or purported to grant Entities and Persons, with respect to any act, event, occurrence, 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 Person any interest whatsoever in any Claimprovision of this Section 15. The provisions of this Section 15 are not intended, and shall not be construed, as security an admission that the Entities and Persons have violated any federal, state or otherwiselocal law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever against Executive. The Borrowers shall jointly Executive acknowledges that he has been advised by the Company to consult an attorney before signing this Employment Agreement and severally indemnify, defend that he has executed this Employment Agreement after having had the opportunity to consult with an attorney of his choice and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or expense has had an opportunity to consider this Employment Agreement for a period of at least fourteen (including reasonable attorneys’ fees and expenses14) 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERdays.

Release of Claims. In consideration for entering into this agreementof Lender's agreements contained herein, the sufficiency of which is acknowledgedBorrower and its successors and assigns each hereby fully release, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each of the Borrowers hereby irrevocably releases remise and forever discharges the discharge Lender and each Bank and all of its affiliates, subsidiaries, successors, assignstheir past and present officers, directors, officersagents, employees, agentsservants, representatives partners, shareholders, attorneys and attorneys (each, a “Released Person”) of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as of the date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingentmanagers, and all of every nature their respective heirs, personal representatives, predecessors, successors and extent to the extent arising out ofassigns, under or from the Loan Agreementfor, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims claims, demands, causes of action, controversies, offsets, obligations, losses, damages, and liabilities of every kind and character whatsoever, including without limitation any lossaction, costomission, liabilitymisrepresentation or other basis of liability founded either in tort or contract and the duties arising thereunder that Borrower, damage or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person of its successors or assigns has had in investigatingthe past, preparing foror now has, defending againstor which may hereafter accrue, providing evidence whether known or producing documents unknown, whether currently existing or hereafter asserted, relating in any manner to, or arising from or in connection with, the indebtedness evidenced by the Prior Loan Agreement, this Agreement or the Loan Documents, any negotiations, loan administration, exercise of rights and remedies, payment, offset with respect to, or taking other action matter relating to such indebtedness, any collateral securing payment and performance of such indebtedness, or any matter preliminary to the execution and delivery by Borrower and Lender of this Agreement, or any statement, action, omission or conduct of Lender or Bank or any of their officers, directors, agents, employees, servants, partners, shareholders, attorneys and managers relating in respect any manner to such indebtedness, collateral or this Agreement; provided, however, that the foregoing release and discharge shall not apply to the obligations of Lender expressly set forth in this Amendment or first arising after the date of this Amendment. Borrower acknowledges and agrees that Lender is not and shall not be obligated in any commenced way to continue or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWNundertake any loan, UNANTICIPATED OR MISUNDERSTOOD DEFENSESfinancing or other credit arrangement with Borrower, CLAIMSincluding without limitation any renewal of the indebtedness evidenced by the Loan Agreement, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERbeyond the Maturity Date.

Release of Claims. In consideration for entering into As used in this agreementRelease of Claims (this “Release”), the sufficiency term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of which is acknowledgedaction, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and excepting only liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the contractual obligations respecting future performance by meanings given to them in the Lender arising under employment agreement dated October 4, 2016 between TCEH Corp. (the Loan Agreement “Company”) and the Loan Documents, each ▇▇▇▇ ▇▇▇▇▇▇▇▇ (my “Employment Agreement”). For and in consideration of the Borrowers 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 irrevocably releases agree to release and forever discharges discharge the Lender Company and each of its affiliatesdirect and indirect parent and subsidiary entities, subsidiariesand all of their respective predecessors, successors, assignsand past, current, and future parent entities, affiliates, subsidiary entities, investors, directors, shareholders, members, officers, general or limited partners, employees, attorneys, agents, representatives and attorneys representatives, and the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (eachcollectively, a the “Released PersonCompany Releasees”) of ), from any and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now claims that I have or claim may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or 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 on against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date hereof 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 Released Personof the Releasees before any local, whether presently known state, federal, or unknownforeign agency, liquidated court, arbitrator, mediator, arbitration or unliquidatedmediation panel, suspected or unsuspectedother 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, contingent in each case, except as required by law or non-contingent, and of every nature and extent to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out ofof any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), 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 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 or from ADEA, a federal statute that, among other things, prohibits discrimination on the Loan 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, Loan Documents (ii) claims with respect to benefits to which I am entitled under the employee benefit and related transactions compensation plans of the Company and its affiliates, including any rights to equity, (collectivelyiii) claims to indemnification, “Claims”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. Each Borrower jointly 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 severally represents I have had sufficient time to consider the terms of this Release. I represent and warrants 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 Lender Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that it has I will not granted be entitled to the severance payments and benefits unless this Release is effective on or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or expense before the date that is sixty (including reasonable attorneys’ fees and expenses60) 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 days following the date of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERmy termination of employment.

Release of Claims. In consideration for entering into (a) Each of the Borrower and the Parent hereby ratifies, reaffirms and acknowledges that the Loan Documents and this agreementAmendment represent their valid, the sufficiency of which is acknowledgedenforceable and collectible obligations, and excepting only that they have no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Each of the contractual obligations respecting future performance by the Lender arising under the Loan Agreement Borrower and the Loan DocumentsParent hereby acknowledges and agrees that, through the date hereof, each of the Borrowers 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 irrevocably releases Administrative Agent, Lenders, and forever discharges the Lender their respective parent corporations, subsidiaries and affiliates, any holder of or participant in a Loan, and each of its affiliates, subsidiaries, successors, assignstheir respective present and former officers, directors, officersshareholders, employeesrepresentatives, agentsconsultants, representatives attorneys, employees and attorneys agents thereof, and their respective heirs, personal representatives, successors and assigns (eachcollectively, a the “Released PersonParties”) of ), from any and from all damages, losses, claims, demands, liabilities, obligationsdamages, actions and causes of action whatsoever which such Borrowers may now have of every nature or claim to have on and as of character (collectively, the date hereof against any Released Person“Claims”), whether presently known or unknown, liquidated direct or unliquidatedindirect, suspected at law or unsuspectedin equity, contingent for or non-contingentbecause of any matter or things done, omitted or suffered to be done by any of the 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, each of the Borrower and the Parent has consulted with, and been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of every nature the Released Parties and extent to hereby agrees and acknowledges that the extent arising out ofvalidity and effectiveness of the releases set forth above do not depend in any way on any such representations, under acts and/or omissions or from the Loan accuracy, completeness or validity hereof. The provisions of this Section 6 shall survive the termination of the Bridge Credit Agreement, the other Loan Documents Documents, and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever payment in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 full of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERthe Obligations under the Bridge Credit Agreement.

Release of Claims. In consideration for entering into this agreement, the sufficiency (i) The Holder acknowledges and agrees on behalf of which is acknowledged, itself and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its affiliatesHolder’s trustees, subsidiaries, successors, assignsbeneficiaries, directors, officers, managers, employees, Affiliates, Subsidiaries, stockholders, members, partners, agents, representatives representatives, heirs, executors, administrators, estate, predecessors, successors and attorneys assigns (each, a “Released PersonHolder 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 such Company Beneficiary’s respective current and former directors, officers, managers, employees, representatives, agents, members, stockholders, parents, Affiliates, Subsidiaries, predecessors, successors, and assigns (each, a “Company Released Party” and collectively, the “Company Released Parties”) from any and all damagesrights, lossesactions, causes of action, lawsuits, claims, controversies, demands, liabilities, obligations, actions losses and causes of action whatsoever which such Borrowers may now have or claim to have on and as of the date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent to the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or expense damages (including reasonable attorneys’ fees and expensescosts incurred or to be incurred) incurred by (collectively, “Claims”) that arise out of or are related to the conduct, management or operation of the business and affairs of Quellis, or any act, omission, event, or occurrence relating to (x) Quellis, (y) the Holder’s ownership of the Original Warrant, or (z) any rights or interests in any other securities of Quellis (including any options to acquire capital stock of Quellis), in law or in equity, known or unknown, suspected or unsuspected, matured or unmatured, contingent or vested, of any kind or nature or description whatsoever, 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 Person Party, including with respect to the treatment of the Original Warrant in investigating, preparing for, defending against, providing evidence or producing documents 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 taking other action in respect (b) any rights of any commenced Holder Releasing Party under (1) the Merger Agreement, (2) any agreement entered into by any Holder Releasing Party pursuant to the Merger Agreement (including this Warrant) or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN(3) any indemnification or exculpation provisions set forth in the certificate of incorporation or bylaws of Quellis or any indemnification agreement disclosed in the Company Disclosure Letter. (ii) The Holder acknowledges that the Holder has read and understands Section 1542 of the Civil Code of the State of California (“Section 1542”), UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.which provides as follows:

Release of Claims. In consideration for entering into this agreementFor valuable consideration, the sufficiency receipt and adequacy of which is are hereby acknowledged, Borrower on behalf of itself and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each of the Borrowers hereby irrevocably releases and forever discharges the Lender and each on behalf of its affiliates, subsidiaries, respective successors, assigns, partners, and agents, and the members, directors, shareholders, officers and directors of its partners (collectively, “Releasors”), hereby irrevocably and unconditionally release and forever discharge Administrative Agent and each Lender and its successors, assigns, agents, officers, employees, agentsrepresentatives, representatives attorneys, and attorneys affiliates, and all persons acting by, through, under, or in concert with any of the aforesaid persons or entities (eachcollectively, a “Released PersonParties”) ), or any of them, from and from against any and all damagescauses of action, lossessuits, debts, liens, obligations, liabilities, claims, demands, liabilitiesdamages, obligationsjudgments, actions losses, orders, penalties, costs and causes expenses including, without limitation, attorneys’ fees, of action whatsoever which such Borrowers may now have any kind or claim to have on and as of the date hereof against any Released Personnature whatsoever, whether presently known or unknown, suspected or unsuspected, fixed or contingent, liquidated or unliquidated, suspected which any of the Releasors now have, own, hold, or unsuspectedclaim to have, contingent own, or non-contingentFIRST AMENDMENT TO LOAN DOCUMENTS (W Hotel Austin) Page 7 hold, and or at any time heretofore have had, owned, held or claimed to have had, owned, or held against any of every nature and extent to the extent Released Parties arising out offrom, under based upon, or from the Loan Agreementrelated to, Loan Documents and related transactions whether directly or indirectly (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to ): (i) the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against Loan; (ii) the Loan Documents; (iii) any and all Claims and other agreements, documents or instruments referenced herein or in the Loan Documents or related hereto or thereto; (iv) any lossdefenses as to the enforcement of the Loan Documents; (v) any act, costomission, liabilitynegligence or breach of duty by Administrative Agent or any Lender regarding the Loan, damage excluding acts, omissions or expense negligence resulting from Lender’s willful misconduct or gross negligence; or (including reasonable attorneys’ fees and expensesvi) 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 theory of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERlender liability regarding the Loan.

Release of Claims. In consideration for entering into this agreementSubject to paragraph 6 below and entry of the Final Order, the sufficiency of which is acknowledgedeach Debtor and its estate shall be deemed to have forever waived, discharged, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, released each of the Borrowers hereby irrevocably releases Existing Second Lien Secured Parties and forever discharges the Lender and each of its their respective affiliates, subsidiaries, successors, assigns, directorsor successors and the respective members, managers, equity holders, affiliates, agents, attorneys, financial advisors, consultants, officers, directors, employees, agentsand other representatives of the foregoing (all of the foregoing, representatives collectively, the “Existing Second Lien Secured Party Releasees”), solely in their capacity as such, from any and attorneys all “claims” (eachas defined in the Bankruptcy Code), a “Released Person”) of and from all damagescounterclaims, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as (including causes of action in the date hereof against any Released Personnature of “lender liability”), whether presently known or unknowndefenses, liquidated or unliquidatedsetoff, suspected or unsuspectedrecoupment, contingent or non-contingentother offset rights, and other rights of every nature and extent to the extent arising out of, under disgorgement or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and recovery against any and all Claims and any lossof the Existing Second Lien Secured Party Releasees, costwhether arising at law or in equity, liability, damage or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person in investigating, preparing for, defending against, providing evidence or producing documents relating to and/or otherwise in connection with the Existing Second Lien Obligations, the Existing Second Liens, or taking the debtor-creditor relationship between any of the Existing Second Lien Secured Parties, on the one hand, and any of the Debtors, on the other action in respect hand, including (a) any recharacterization, subordination, avoidance, disallowance, or other claim arising under or pursuant to section 105 or chapter 5 of the Bankruptcy Code or under any commenced other similar provisions of applicable state law, federal law, or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWNmunicipal law and (b) any right or basis to challenge or object to the amount, UNANTICIPATED OR MISUNDERSTOOD DEFENSESvalidity, CLAIMSor enforceability of the Existing Second Lien Obligations or any payments or other transfers made on account of the Existing Second Lien Obligations, CONTRACTSor the validity, LIABILITIESenforceability, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASEDpriority, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAWor non-avoidability of the Existing Second Liens securing the Existing Second Lien Obligations, TO THE EXTENT SUCH LAW MAY BE APPLICABLEincluding any right or basis to seek any disgorgement or recovery of payments of cash or any other distributions or transfers previously received by any of the Existing Second Lien Secured Party Releasees; provided, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERthat the Existing Second Lien Secured Party Releases shall be limited to such claims arising prior to or including the date of the entry of the Final Order.

Release of Claims. In consideration for entering into this agreementEffective as of the Closing, the sufficiency of which is acknowledged(i) Seller hereby forever waives, releases and discharges (and hereby agrees to direct, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documentsuse its reasonable best efforts to cause, each of its representatives to forever waive, release and discharge) with prejudice the Borrowers hereby irrevocably releases Company and forever discharges the Lender Buyer from any and each all claims, rights (including rights of its affiliatesindemnification, subsidiariescontribution and other similar rights, successorsfrom whatever source, assignswhether under contract, directorsapplicable Law or otherwise), officerscauses of action, employeesprotests, agentssuits, representatives and attorneys (eachdisputes, a “Released Person”) of and from all damagesorders, lossesobligations, claimsdebts, demands, proceedings, contracts, agreements, promises, liabilities, obligationscontroversies, actions and causes costs, expenses, fees (including attorneys’ fees), or damages of action whatsoever which such Borrowers may now have any kind, arising by any means (including subrogation, assignment, reimbursement, operation of law or claim to have on and as of the date hereof against any Released Personotherwise), whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent accrued or non-contingentnot accrued, and of every nature and extent to the extent foreseen or unforeseen, or mature or unmature related or with respect to, in connection with, or arising out of, under 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 the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any lossclaims, cost, liability, damage or expense rights (including reasonable 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 and expenses) incurred fees), or damages of any kind, arising by any Released Person in investigatingmeans (including subrogation, preparing forassignment, defending againstreimbursement, providing evidence operation of law or producing documents 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 Closing; provided, however, this Section 6.9 shall not be construed as releasing (a) any Person from its obligations set forth in this Agreement 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 taking other action (c) Seller with respect to matters addressed by the Company’s representations and warranties in respect Article 3. Each of the Seller, Company and Buyer hereby expressly waives any commenced and all provisions, rights and benefits conferred by §1542 of the California Civil Code (or threatened Claim. EACH BORROWER AGREES any similar, comparable or equivalent provision or law) which section provides: “A GENERAL RELEASE DOES NOT EXTEND TO ASSUME CLAIMS WHICH THE RISK CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF ANY AND ALL UNKNOWNEXECUTING THE RELEASE, UNANTICIPATED WHICH IF KNOWN BY HIM OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HER MUST HAVE UNDER ANY CIVIL CODE MATERIALLY AFFECTED HIS OR ANY SIMILAR LAW, TO HER SETTLEMENT WITH THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERDEBTOR.”

Release of Claims. In consideration The Company, for entering into itself and all of its predecessors, successors and assigns, acknowledges, affirms and represents that immediately prior to giving effect to this agreementAgreement, the sufficiency of which it is acknowledgedlegally, validly and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, enforceably obligated to each of the Borrowers 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 irrevocably releases fully, forever and forever discharges the Lender completely release and discharge each of its affiliatesthe Noteholders and all of their respective employees, subsidiaries, successors, assignsofficers, directors, officerstrustees, employeesshareholders, affiliates, agents, representatives attorneys, representatives, predecessors, successors and attorneys assigns (eachcollectively, a “Released Person”) of the "RELEASED PARTIES"), from any and from all damages, losses, claims, demands, liabilities, obligations, actions damages and causes of action of any kind whatsoever (collectively, the "COMPANY CLAIMS") whether based on facts in existence prior to or as of the date hereof, whether known or unknown, which such Borrowers the Company may now have or claim to may have on and as of the date hereof against had at any Released Persontime heretofore or may have at anytime hereafter, whether presently known for contribution or unknownindemnity or otherwise, and whether direct or indirect, fixed or contingent, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent to the extent arising out of, under of or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant in any way to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly of the following: (a) the Notes and severally indemnify, defend and hold harmless each Released Person from and against any the Existing Note Purchase Agreement and all Claims documents relating thereto or executed in connection therewith (the "EXISTING NOTE DOCUMENTS"); and (b) any lossaction, cost, liability, damage inaction or expense (including reasonable attorneys’ fees and expenses) incurred omission by any of the Released Person in investigating, preparing for, defending against, providing evidence or producing documents Parties in connection with the Existing Note Documents or taking other action the administration thereof. Upon the Effective Date, the Company and each of its Subsidiaries covenants and agrees never to commence, voluntarily aid in respect of any way, prosecute or cause to be commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERprosecuted against any of the Released Parties any action or other proceeding based upon any of the Company Claims which may have arisen at any time on or prior to the date of this Amendment and were in any manner related to or arising in connection with the Existing Note Documents.

Release of Claims. 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 Agreement and the Loan Documents, each of the Borrowers 6.8.1.1 Each Seller hereby irrevocably and unconditionally releases and forever discharges the Lender and each of its affiliatesCorporation, subsidiariesthe Subsidiary, successors, assigns, their respective directors, officers, employees, agentsshareholders and representatives, representatives heirs, executors, administrators, legal representatives, successors and attorneys assigns (each, a all such persons and entities being called the “Released PersonReleasees”) of and from from: (A) all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever Claims which such Borrowers Seller or his/her heirs, executors, administrators, legal representatives, successors and assigns (the “Releasing Parties”) ever had, now have, or may now in the future have or claim to have on and as against any of the date hereof against Releasees by reason of any Released Personcause, matter or thing, whether presently known or unknown, liquidated occurring on or unliquidatedprior to the Closing and (B) any and all obligations, suspected responsibilities, liabilities and debts to any of the Releasing Parties of any kind or unsuspectednature whatsoever based upon any facts, contingent circumstances, or non-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 every nature any Party set forth in or arising out of this Agreement or any other agreement entered into in connection herewith, (ii) any obligation of the Corporation to such Seller as an employee, officer or director of the Corporation for accrued and extent unpaid salary, compensation or remuneration, accrued bonus, expense reimbursements and other employee benefits under any Plan, (iii) any statutory rights to indemnification or advancement, coverage under any applicable liability insurance policy covering the directors and/or officers of the Corporation or any of its Affiliates in effect on or prior to the extent arising out ofClosing, under the rights to indemnification and advancement in such Seller’s favor described in this Agreement or from the Loan Agreementrights to indemnification and advancement set forth in the articles, Loan bylaws or other Constating Documents of the Corporation, and related transactions (collectivelyiv) any claim that may not be released as a matter of applicable law. 6.8.1.2 Each Seller, “Claims”). Each Borrower jointly and severally 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 and warrants to the Lender Releasees that it such Seller has not granted assigned or transferred or purported to grant assign or transfer to any other Person all or any part of, or any interest whatsoever in, any Claim (at law or in any Claim, as security equity) or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 Loss of any commenced nature, character or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWNdescription whatsoever, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERwhich is or which purports to be released or discharged by this Section 6.8.

Release of Claims. In consideration for entering into this agreementEffective as of, and conditioned upon occurrence of, the sufficiency of which is acknowledged, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan DocumentsClosing, each Company Stockholder, for himself, herself or itself and on behalf of the Borrowers hereby irrevocably releases and forever discharges the Lender each of his, her or its Affiliates and each of its affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, representatives and attorneys their respective successors (each, a “Released PersonReleasing Party”) of ), hereby unequivocally, voluntarily, knowingly, willingly, unconditionally, completely and, irrevocably releases, acquits, exculpates and from forever waives and relinquishes all damagesclaims, lossessuits, claimsdebts, demands, liabilities, obligationssetoffs, actions counterclaims, actions, manners of action and causes of action whatsoever of whatever kind or nature, whether known or unknown (collectively, “Claims”), which such Borrowers any Releasing Party has, may now have or claim to might have on or may assert now or in the future, against the Company and its Subsidiaries and their respective agents or representatives (in each case, solely in their capacity as of such), successors and permitted assigns, and, after the date hereof against any Released PersonClosing, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingentAcquiror and its Subsidiaries, and each of every nature and extent 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 resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which, in each and every case, occurred, existed, was taken, permitted, incurred or begun at or prior to the Closing, in each case solely with regard to the Company, the business or operations of the Company prior to the Closing or the Transactions; provided that nothing contained in this Section 1.11 shall be construed as a waiver of any rights under or from the Loan (i) this Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to ii) any other Person Ancillary Agreement to which any interest whatsoever 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 Claimindemnification, as security employment or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or expense other similar arrangements (including reasonable attorneysany such arrangement providing for exculpation or advancement of expenses), including any rights to indemnification, exculpation, advancement of expense or similar rights set forth in the Governing Documents of the Company, any indemnification agreement between the Company and such Company Stockholder, or as provided by law or any directors’ 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERofficers’ liability insurance.

Release of Claims. In consideration for entering into Effective as of the Closing, except with respect to (a) any claim to enforce the terms of or any breach of this agreementAgreement or any Related Agreement (including the right to receive payment under this 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 sufficiency “Unreleased Claims”), (i) each Member, on behalf of which is acknowledged, such Member and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its affiliates, subsidiariessuch Member’s predecessors, successors, assigns, directorsnext-of-kin, officersrepresentatives, employeesadministrators, executors, trusts, agents, and any other Person claiming by, through or under any of the foregoing and (ii) Seller, on behalf of Seller and Seller’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 (collectively, the “Releasors”), unconditionally and irrevocably waives, releases and forever discharges Purchaser and Parent and each of their respective Affiliates and each of their respective officers, managers, directors, equityholders, financing sources, advisors, consultants and representatives and attorneys any predecessors, successors or assigns of any of the foregoing (each, a “Released Person”) ), from any past, present or future dispute, claim, controversy, demand, right, obligation, Liability, action or cause of and from all damagesaction of any kind or nature, losseswhether unknown, unsuspected or undisclosed, related to any matters, causes, conditions, acts, conduct, claims, demandscircumstances or events arising out of or related to the Business (collectively, liabilitiesthe “Released Liabilities”), obligationsand none of any Member, actions Seller or any other Releasor will seek to recover any amounts in connection therewith or thereunder from any Released Person. Each Member and causes Seller represents on such Member’s or Seller’s own behalf and on behalf of action whatsoever which its Releasors that none of such Borrowers Releasors has asserted any claim against any Released Person for indemnification or otherwise and that none of 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 6.7. Each Member and Seller is aware that such Member or Seller, as applicable, and any of its Releasors may hereafter discover claims or facts in addition to or different from those that such Member or Seller or any of its Releasors now know or believe to be true with respect to the matters released herein, but that, except for the Unreleased Claims, it is the intention of such Member, 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 irrevocably covenants, and irrevocably covenants to cause its Releasors, to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to have on and as be commenced, any Legal Proceeding of the date hereof any kind against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent to based upon any matter released under this Section 6.7 (which expressly exclude the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Unreleased Claims”). Each Borrower jointly Member and severally Seller represents and warrants on such Member’s or Seller’s, as applicable, own behalf and on behalf of its respective Releasors to the Lender Released Persons that it none of any such Member, Seller, or any of their respective Releasors has not granted assigned or transferred or purported to grant assign or transfer to any other Person all or any portion of, or any interest whatsoever in any ClaimReleased Liability or any Legal Proceeding or Liability that is or that purports to be released or discharged under this Section 6.7. Without in any way limiting any of the rights and remedies otherwise available to any Released Person, each Member and Seller on such Member’s or Seller’s, as security or otherwise. The Borrowers shall jointly applicable, own behalf and severally on behalf of its respective Releasors, will indemnify, defend and hold harmless each Released Person from and against all Liabilities, whether or not involving Third-Party Claims, directly or indirectly caused by, relating to, arising out of, resulting from, attributable to, or in any and all Claims and any loss, cost, liability, damage way incidental to the occurrence of the assertion by or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person in investigating, preparing for, defending against, providing evidence on such Member’s or producing documents in connection with Seller’s own behalf or taking other action in respect on behalf of any commenced of its respective Releasors of any claim or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERother matter purported to be released under this Section 6.7.

Release of Claims. In (a) The Guarantor represents and agrees that she has diligently and thoroughly investigated the existence of any Claim (as defined below), and, to her 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 agreementGuaranty, the sufficiency Guarantor by her execution of which is acknowledgedthis Guaranty, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each on behalf of the Borrowers hereby irrevocably releases and forever discharges the Lender herself and each of its affiliatesher respective agents, subsidiariesattorneys, successorsfinancial advisors, assignsaffiliates and assigns (each a "Releasing Party"), each hereby release and forever discharge each Secured Creditor and each of such Secured Creditor's agents, direct and indirect shareholders, employees, directors, officers, employeesattorneys, agentsbranches, representatives affiliates, subsidiaries, successors and attorneys assigns (each, each a “"Released Person”Party") of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now (collectively "Claims") that the Releasing Parties or any of them may, as of the date hereof, have or claim to have on and as against any or all of the date hereof against any Released PersonParties, in each case whether presently currently known or unknownunknown or with respect to which the facts are known (or should have been known), liquidated that could give rise to or unliquidated, suspected or unsuspected, contingent or non-contingent, support a Claim and of every nature and extent whatsoever on account of or in any way relating to, arising out of or based upon this Guaranty or the negotiation or documentation hereof or any amendments or the transactions contemplated hereby, or any action or omission in connection with any of the foregoing, including all such losses or damages of any kind heretofore sustained or that may arise as a consequence of the dealings between the parties up to the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person in investigating, preparing for, defending against, providing evidence or producing documents date hereof in connection with or taking other action in respect any way related to this Guaranty. (b) Each Releasing Party further covenants and agrees that she has not heretofore assigned, and shall not hereafter sue any Released Party upon, any Claim released or purported to be re▇▇▇sed under this Section 23, and each Releasing Party shall indemnify and hold harmless the Released Parties against any loss or liability on account of any commenced actions brought by such Releasing Party or threatened Claimits assigns or prosecuted on behalf of such Releasing Party and relating to any Claim released or purported to be released under this Section 23. EACH BORROWER AGREES It is further understood and agreed that any and all rights under the provisions of Section 1542 of the California Civil Code are expressly waived by each of the Releasing Parties. Section 1542 of the California Civil Code provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO ASSUME CLAIMS WHICH THE RISK CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HER FAVOR AT THE TIME OF ANY AND ALL UNKNOWNEXECUTING THE RELEASE, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED IF KNOWN BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HER MUST HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO MATERIALLY AFFECTED HER SETTLEMENT WITH THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERDEBTOR." Signature Page Follows

Release of Claims. In consideration for entering into this agreementHolder, the sufficiency of which is acknowledgedintending to be legally bound, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each effective as of the Borrowers Effective Time, hereby irrevocably releases and forever discharges the Lender Company and each of its affiliates, subsidiaries, successors, assigns, affiliates and their respective directors, officers, employees, agents, representatives representatives, successors and attorneys assigns (eachcollectively, a “Released PersonReleasees”) of fully, finally and forever, from all damages, losses, and any manner of claims, demandsactions, liabilitiesrights, causes of actions, suits, obligations, actions liabilities debts, due sums of money, agreements, promises, damages, judgments, executions, accounts, expenses, costs, attorneys’ fees and causes of action whatsoever which such Borrowers may now have or claim to have on and as of the date hereof against any Released Persondemands whatsoever, whether presently in law, contract or equity, whether known or unknown, liquidated matured or unliquidatedunmatured, suspected foreseen or unsuspectedunforeseen, contingent arising out of events existing or non-contingent, and of every nature and extent occurring contemporaneously with or prior to the extent Effective Time, in each case, in Holder’s capacity as a shareholder of the Company (or its predecessors) or otherwise relating to Holder’s acquisition, ownership, control or sale of shares of Company Common Stock; provided, that nothing contained herein shall operate to release any liabilities of a Releasee based upon, arising out ofof or relating to (i) without duplication, under or from this Letter of Transmittal and each of the Loan Exhibits hereto and any other document required by this Letter of Transmittal, the Merger Agreement, Loan or any of the Ancillary Documents and related transactions or (collectivelyii) fraud, “Claims”)willful misconduct, or willful concealment. Each Borrower jointly and severally represents and warrants Holder hereby irrevocably covenants to the Lender that it has not granted refrain from, directly or indirectly asserting, commencing or instituting any cause of action, suit or claim of any kind against any Releasee based upon any matter intended or purported to grant be released hereby. This release may not be altered except in a writing signed by the person or entity against whose interest such change shall operate. This release shall be governed by and construed under the laws of the State of New York, without regard to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 principals of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERconflicts of law.

Release of Claims. In consideration of the Company's agreement to purchase the Property and to make the payments provided for entering into this agreementin Section 2 above, Mrs. Melton, on her own behalf and ▇▇ ▇▇▇▇▇▇ ▇f her executors, legal representatives, administrators, successors, heirs, assigns, distributees and legatees (together, the sufficiency of which is acknowledged"Releasing Parties"), and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documentsdoes hereby release, each of the Borrowers hereby irrevocably releases acquit and forever discharges discharge the Lender Company and its subsidiaries (and all of their predecessors and all former subsidiaries) and each of its affiliates, subsidiaries, successors, assignstheir current and former respective officers, directors, officers, employees, agentsrepresentatives, representatives attorneys and attorneys affiliates (each, a “Released Person”"released party") of and from any and all damagespast, losses, present and future claims, demands, liabilities, obligations, actions and actions, causes of action whatsoever action, rights, damages, costs, expenses, attorneys' fees and obligations for compensation of any nature whatsoever, including, without limitation, claims for unpaid royalties under the Royalty Agreement, whether based on tort, contract or any other theory of recovery, and whether for compensatory or punitive damages which such Borrowers Mrs. Melton (or any of the other Re▇▇▇▇▇▇▇ ▇▇▇ties) now has, or which may now hereafter accrue or otherwise be acquired, but excluding claims arising under this Agreement. This full release includes, without limitation, any and all known or unknown claims for injury or damage to Mrs. Melton which have resulted or claim ▇▇▇ ▇▇▇▇▇▇ from any alleged acts or omissions of each released party, it being intended to release all claims of any kind which Mrs. Melton might have on against thos▇ ▇▇▇▇▇▇ ▇▇leased because of any matter or any thing which ever happened from the beginning of the world up to the time this full release is executed, known or unknown, whether asserted at this time or not, and it constitutes a fully binding and complete settlement and release of disputed claims between Mrs. Melton and the released party. ▇▇ ▇s further understood and agreed that this full release is a general release, and that Mrs. Melton expressly waives and as▇▇▇▇▇ ▇▇▇ ▇isk of any and all claims for financial injuries or damages which exist as of the date hereof against any Released Personbut of which she does not know or suspect to exist whether through ignorance, whether presently known oversight, error or unknownnegligence or otherwise and which, liquidated or unliquidatedif known, suspected or unsuspected, contingent or non-contingent, and of every nature and extent would affect Mrs. Melton's decision to the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERenter int▇ ▇▇▇▇ ▇▇▇▇ ▇elease.

Release of Claims. In consideration for entering into Effective upon the Closing, except with respect to a claim arising out of this Agreement or any ancillary agreement, the sufficiency document or instrument to be delivered in connection herewith and therewith (other than in respect of which is acknowledged, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documentsclaims of each Company Holder described in subclause (B) below), each of the Borrowers Company Holder hereby unconditionally and irrevocably waives, fully releases and forever discharges the Lender Company, Buyer, the Surviving Corporation and each of its affiliates, subsidiaries, successors, assigns, their past and present directors, officers, employees, agents, representatives predecessors, successors, assigns, equityholders, partners, insurers and attorneys Affiliates (each, a the “Released PersonParties”) from, and covenants not to (a) ▇▇▇ or (b) participate in any civil action against any of the Released Parties for, any and all Liabilities and Actions of any kind or nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated and known or unknown (the “Claims”) with respect to (A) facts and circumstances existing at or prior to the Effective Time that have been or could be asserted against a Released Party in connection with the transactions contemplated by this Agreement, and (B) the allocation of the Closing Payment and the Contingent Payments pursuant to this Agreement (including with respect to the timing and the amount of such payments), and, in each case ((A) and (B)), such Company Holder shall not seek to recover any amounts in connection therewith or thereunder from such Released Parties. Such released Liabilities shall include any right to recover against the Released Parties for any indemnification claims made against or paid by a Company Holder pursuant to ARTICLE 8. Each Company Holder understands that this is a full and final release of all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as Liabilities of the date hereof against any Released Personnature whatsoever, whether presently known or unknown, liquidated or unliquidatednot known, suspected or unsuspectedclaimed, contingent that could have been asserted in any legal or non-contingentequitable proceeding against the Released Parties, except as expressly set forth in this Section 6.8. For the avoidance of doubt, the foregoing release shall not apply and none of every nature and extent the following shall be released by each Company Holder: (i) if the Company Holder is an employee of any of the Released Parties, Claims for any benefit, wages or salary earned by the Company Holder arising out of or related to the Company Holder’s employment by any of the Released Parties to the extent arising out ofearned and unpaid, (ii) Claims and rights of the Company Holder for indemnification and reimbursement by any of the Released Parties under the Constitutive Documents or from under any Contract entered into by any of the Loan Released Parties and the Company Holder (to the extent such Contract is set forth on Section 4.13.1(q) of the Disclosure Schedule), (iii) Claims of the Company Holder as a service provider or licensor of any of the Released Parties and (iv) Claims of the Company Holder to its right to receive the Closing Payment or Contingent Payments, as appropriate, in accordance with the terms of this Agreement, Loan Documents and related transactions (collectivelyprovided that, “Claims”)in each case, the Company Holder shall be subject to the no-circular recovery provisions set forth in Section 8.10. To the extent permitted by Applicable Law, each Company Holder expressly waives the benefit of any Applicable Law, which, if applied to the release set forth in this Section 6.8, would otherwise exclude from its binding effect any Claim not known by such Company Holder at the Effective Time to exist. Each Borrower jointly Company Holder represents that it is not aware of any Claim by it other than the Claims that are waived, released and severally represents forever discharged by this Section 6.8. For the avoidance of doubt, the release set forth in this Section 6.8 is an integral part of the Merger and warrants the transactions contemplated by this Agreement and without such release, none of the Company, Buyer nor Merger Sub would have entered into this Agreement. Further, nothing contained in this Section 6.8 shall be construed to prohibit a Company Holder from filing a charge with or participating in any investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency, provided, however, that each Company Holder hereby agrees to waive its, his or her right to recover monetary damages or other individual relief in any such charge, investigation or proceeding or any related complaint or lawsuit filed by the Company Holder or by anyone else on its, his or her behalf. Notwithstanding anything to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever contrary in any Claimthis Section 6.8, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER[ * ].

Release of Claims. In consideration for entering into this agreement, the sufficiency Each of which is acknowledged, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement Borrower and the Loan Documentsother Credit Parties hereby releases, each of the Borrowers hereby irrevocably releases remises, acquits and forever discharges each Lender, each Agent and the Lender L/C Issuer (including any Person which is resigning or assuming such respective capacity) and each of its affiliates, subsidiaries, successors, assigns, directors, officers, their respective employees, agents, representatives representatives, consultants, attorneys, officers, directors, partners, fiduciaries, predecessors, successors and attorneys assigns, subsidiary corporations, parent corporations and related corporate divisions (eachcollectively, a the “Released PersonParties”) ), from any and all actions, causes of and from all damagesaction, lossesjudgments, executions, suits, debts, claims, demands, liabilities, obligations, actions damages and causes expenses of action whatsoever which such Borrowers may now have or claim to have on any and as of the date hereof against any Released Personevery character, whether presently known or unknown, liquidated direct or unliquidatedindirect, suspected at law or unsuspectedin equity, contingent of whatever nature or non-contingentkind, whether heretofore or hereafter arising, for or because of any manner of things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, and of every nature and extent to the extent in any way directly or indirectly arising out of, under of or from in any way connected to this Amendment or the Loan Agreement, other Loan Documents and related transactions (collectively, the “ClaimsReleased Matters”). Each Borrower jointly and severally each other Credit Party each hereby acknowledges that the agreements in this Section 8 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. Borrower and each other Credit Party each hereby represents and warrants to each Lender, each Agent and the Lender L/C Issuer (including any Person which is resigning or assuming such respective capacity) that it has not granted or purported to grant transfer, assign or otherwise convey any right, title or interest of such Borrower or any other Credit Party in any Released Matter to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend that the foregoing constitutes a full and hold harmless each complete release of all Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 any commenced or threatened ClaimMatters. EACH OF BORROWER AND EACH OTHER CREDIT PARTY AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH OF BORROWER AND EACH OTHER CREDIT PARTY HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH OF BORROWER AND EACH OTHER CREDIT PARTY WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.

Release of Claims. In Effective upon Closing, as a material part of the consideration for UC entering into this agreementAmendment, Seaena agrees as follows (the sufficiency of which is acknowledged, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each of the Borrowers "SEAENA RELEASE PROVISION"): (a) Seaena hereby irrevocably releases and forever discharges the Lender UC and each of its affiliates, subsidiariesUC's predecessors, successors, assigns, officers, managers, directors, officersshareholders, employees, agents, representatives attorneys, representatives, parent corporations, subsidiaries, and attorneys affiliates (eachhereinafter all of the above collectively referred to as "UC GROUP") jointly and severally from any and all claims, a “Released Person”) of and from all counterclaims, demands, damages, lossesdebts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions, and causes of action of any nature whatsoever, including, without limitation, all claims, demands, liabilities, obligations, actions and causes of action whatsoever for contribution and indemnity, whether arising at law or in equity, whether presently possessed or possessed in the future, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether presently accrued or to accrue hereafter, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which such Borrowers Seaena may now have or claim to have on against any of UC Group; provided, however, that UC shall not be released hereby from any obligation under this Agreement or the documents and agreements to be delivered under this Agreement. (b) Seaena agrees not to ▇▇▇ any of UC Group or in any way assist any other person or entity in suing UC Group with respect to any claim released herein. The provisions of this Seaena Release Provision may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding, which may be instituted, prosecuted, or attempted in breach of the date hereof against any Released Personrelease contained herein. (c) Seaena acknowledges, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingentwarrants, and represents to UC Group that: (i) Seaena has read and understands the effect of every nature this Seaena Release Provision. Seaena has had the assistance of independent counsel of its own choice, or has had the opportunity to retain such independent counsel, in reviewing, discussing, and extent considering all the terms of this Seaena Release Provision; and if counsel was retained, counsel for Seaena has read and considered this Seaena Release Provision and advised Seaena to execute the extent arising out ofsame. Before execution of this Amendment, under Seaena has had adequate opportunity to make whatever investigation or from inquiry it may deem necessary or desirable in connection with the Loan Agreementsubject matter of this Seaena Release Provision. (ii) Seaena is not acting in reliance on any representation, Loan Documents and related transactions (collectivelyunderstanding, “Claims”)or agreement not expressly set forth herein. Each Borrower jointly and severally represents and warrants to the Lender Seaena acknowledges that it UC Group has not granted made any representation with respect to this Seaena Release Provision except as expressly set forth herein. (iii) Seaena has executed this Agreement and this Seaena Release Provision thereof as its free and voluntary act, without any duress, coercion, or purported to grant undue influence exerted by or on behalf of any person. (iv) Seaena is the sole owner of the claims released by this Seaena Release Provision, and Seaena has not heretofore conveyed or assigned any interest in any such claims to any other Person any interest whatsoever person or entity. (d) Seaena understands that this Seaena Release Provision was a material consideration in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 the agreement of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERUC to enter into this Amendment.

Release of Claims. In consideration Each of B▇▇▇▇▇▇▇ and Guarantor for entering into this agreementthemselves and for their past, present and future agents, attorneys, representatives, officers, directors, partners, shareholders, successors and assigns (collectively, the sufficiency of which is acknowledged“Releasors”) does hereby release, remise, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement forever discharge Lender, and the Loan DocumentsLender’s divisions, each of the Borrowers hereby irrevocably releases subsidiaries, parents, affiliates and forever discharges the Lender other related entities (whether or not such entities are wholly-owned) and each of its affiliatesLender’s past, subsidiariespresent and future directors, successorstrustees, assignsfiduciaries, directorsadministrators, officers, agents, employees, agentsservants, representatives shareholders and attorneys (eachas well as its predecessors, a successors and assigns) (collectively, the “Released PersonReleasees”) of and from all damagesmanner of actions, lossescauses of action, claimssuits, demandsdebts, reckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, variances, trespasses, liabilities, obligations, actions damages, judgments, executions, claims and causes of action whatsoever which such Borrowers may now have demands, whatsoever, in law or claim to have on and as of the date hereof against any Released Personin equity, 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 out of, under or from the Loan Agreement, Loan Documents and related transactions unknown at this time (collectively, “Claims”). Each Borrower jointly and severally represents and warrants , which the Releasors, or any of them, now have as of the date of this Agreement or may claim to have, against one or more of the Lender that it has not granted Releasees for or purported to grant to by reason of: (i) any other Person any interest whatsoever in any Claimmatter, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liabilityclaim, damage or expense cause of action whatsoever (including reasonable attorneys’ fees including, without in any way limiting the generality of the foregoing, all direct and expenses) incurred by any Released Person in investigatingindirect claims either for direct, preparing forconsequential, defending against, providing evidence or producing documents in connection with or taking other action in respect punitive damages of any commenced kind) arising or threatened Claimaccruing prior to the date hereof, whether known or unknown, suspected or unsuspected, foreseen or unforeseen at the present time arising out of or relating to the Loan Instruments, the Property or the Loan; (ii) any pre-existing acts, claims or events occurring at any time or times up to the date hereof which may result in future claims of any kind, (including, without in any way limiting the generality of the foregoing, all direct and indirect claims either for direct, consequential, or punitive damages of any kind) arising out of or relating to Loan Instruments, the Property or the Loan; (iii) any matter arising out of or relating to the Loan Instruments, the enforcement of the Loan Instruments, the Property or the Loan arising prior to the date of this Agreement (the matters referred to in the immediately preceding clauses (i), (ii) and (iii) shall collectively be referred to herein as the “Released Claims”). EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWNEach of the Releasors hereby agrees not to bring, UNANTICIPATED OR MISUNDERSTOOD DEFENSESor assist in bringing, CLAIMSany claim, CONTRACTSaction, LIABILITIEScause of action, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASEDor proceeding regarding or in any way related to any of the Released Claims, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAWand each of the Releasors further agrees that the foregoing release is, TO THE EXTENT SUCH LAW MAY BE APPLICABLEwill constitute, WITH REGARD TO THE RELEASE OF SUCH UNKNOWNand may be pleaded as, UNANTICIPATED OR MISUNDERSTOOD DEFENSESa bar to any such claim, CLAIMSaction, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERcause of action or proceeding.

Release of Claims. In consideration for entering into this agreementof the payments and benefits to be made under the Second Amended and Restated Employment Agreement, dated as of [____________] (the “Employment Agreement”), to which ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (the “Executive”) and Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”) are parties, the sufficiency of which is acknowledgedthe Executive acknowledges, the Executive, with the intention of binding himself and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement his heirs, executors, administrators and the Loan Documentsassigns, each of the Borrowers does hereby irrevocably releases release, remise, acquit and forever discharges discharge Holdings (as defined in the Lender Employment Agreement), the Company and each of its affiliatesand their subsidiaries and affiliates (the “Company Affiliated Group”), subsidiaries, successors, assignstheir present and former officers, directors, officersexecutives, employeesshareholders, agents, representatives attorneys, employees and attorneys employee benefit plans (eachand the fiduciaries thereof), a and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released PersonParties”) ), of and from any and all damagesclaims, lossesactions, claimscauses of action, complaints, charges, demands, liabilitiesrights, damages, debts, sums of money, accounts, financial obligations, actions suits, expenses, attorneys’ fees and causes liabilities of action whatsoever which such Borrowers may now have whatever kind or claim to have on and as of the date hereof against any Released Personnature in law, equity or otherwise, whether presently accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent which the Executive, individually or non-contingentas a member of a class, and of every nature and extent now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the extent arising date hereof, against any Company Released Party that arises out of, under or from relates to, the Loan Employment Agreement, Loan Documents the Executive’s employment with the Company or any of its subsidiaries and related transactions affiliates, or any termination of such employment, including claims (collectivelyi) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“ClaimsTitle VII”). Each Borrower jointly and severally represents and warrants to , the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any ClaimCivil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as security or otherwise. The Borrowers shall jointly and severally indemnifyamended (“ERISA”), defend and hold harmless each Released Person from and against any and all Claims the Age Discrimination in Employment Act (“ADEA”), and any losssimilar or analogous state statute, cost, liability, damage or 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.excepting only:

Release of Claims. In consideration for entering into (a) Each of the Borrower and the Parent hereby ratifies, reaffirms and acknowledges that the Loan Documents and this agreementAmendment represent their valid, the sufficiency of which is acknowledgedenforceable and collectible obligations, and excepting only that they have no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Each of the contractual obligations respecting future performance by the Lender arising under the Loan Agreement Borrower and the Loan DocumentsParent hereby acknowledges and agrees that, through the Seventh Amendment Effective Date, each of the Borrowers 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 irrevocably releases Administrative Agent, Lenders, and forever discharges the Lender their respective parent corporations, subsidiaries and affiliates, any holder of or participant in a Loan, and each of its affiliates, subsidiaries, successors, assignstheir respective present and former officers, directors, officersshareholders, employeesrepresentatives, agentsconsultants, representatives attorneys, employees and attorneys agents thereof, and their respective heirs, personal representatives, successors and assigns (eachcollectively, a the “Released PersonParties”) of ), from any and from all damages, losses, claims, demands, liabilities, obligationsdamages, actions and causes of action whatsoever which such Borrowers may now have of every nature or claim to have on and as of character (collectively, the date hereof against any Released Person“Claims”), whether presently known or unknown, liquidated direct or unliquidatedindirect, suspected at law or unsuspectedin equity, contingent for or non-contingentbecause of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and of every nature and extent including the Seventh Amendment Effective Date, relating to the extent arising out ofLoans, under or from the administration of the Loans, the Term Loan Agreement, any of the other Loan Documents or the modifications described in this Amendment (b) In entering into this Amendment, each of the Borrower and related transactions (collectivelythe Parent has consulted with, “Claims”). Each Borrower jointly and severally represents been represented by, legal counsel and warrants to expressly disclaims any reliance on any representations, acts or omissions by any of the Lender Released Parties and hereby agrees and acknowledges that it has the validity and effectiveness of the releases set forth above do not granted or purported to grant to any other Person any interest whatsoever depend in any Claimway on any such representations, as security acts and/or omissions or otherwisethe accuracy, completeness or validity hereof. The Borrowers provisions of this Section 9 shall jointly survive the termination of the Term Loan Agreement, the other Loan Documents, and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person the payment in investigating, preparing for, defending against, providing evidence or producing documents in connection with or taking other action in respect full of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERthe Obligations under the Term Loan Agreement.

Release of Claims. In consideration (a) Each Lender, on behalf of itself and, to the fullest extent permitted by Applicable Law, on behalf of its Affiliates (a "Lender Releasing Party"), hereby fully and forever releases and discharges each Borrower and its Related Parties (each, a "Borrower Released Party") of and from any and all Claims that have been, could have been or hereafter may be asserted by any Lender (or any of their respective Related Parties by or through any Lender) against any Borrower or any of their respective Related Parties. (b) Each Borrower, on behalf of itself and, to the fullest extent permitted by Applicable Law, on behalf of its Affiliates (a "Borrower Releasing Party"), hereby fully and forever releases and discharges each Lender and its Related Parties (each, a "Lender Released Party") of and from any and all Claims that have been, could have been or hereafter may be asserted by any Borrower (or any of their respective Related Parties by or through any Borrower) against any Lender or any of their respective Related Parties. (c) Each of the Lenders hereby agrees that it will not seek to bring any action of any kind against any Borrower Released Party for entering into this agreement, the sufficiency of which is acknowledgedany Claim, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each of the Borrowers hereby irrevocably releases and forever discharges agrees that it will not seek to bring any action of any kind against any of the Lender Released Parties for any Claim. (d) With respect to any and each all Claims, the Parties stipulate and agree that the Releasing Parties shall be deemed to have expressly waived any and all provisions, rights and benefits conferred by any Applicable Law, or principle of its affiliatescommon law, subsidiarieswhich are similar, successorscomparable, assignsor equivalent to Cal. Civ. Code §1542, directorswhich provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, officers, employees, agents, representatives WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. The Parties acknowledge that the inclusion of "Unknown Claims" in the definition of Claims was separately bargained for and attorneys (each, was a “Released Person”) key element of this Agreement. The Releasing Parties acknowledge that they may hereafter discover facts that are different from or in addition to those that they may now know or believe to be true with respect to any and from all damages, losses, claims, demandscounterclaims, liabilitiesrights, obligations, actions liabilities and causes of action whatsoever which such Borrowers may now have or claim to have on herein released and as of the date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent agree that all Unknown Claims are nonetheless released to the extent arising out of, under provided in this Agreement and that this Agreement shall be and remain effective in all respects even if such different or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERadditional facts are subsequently discovered.

Release of Claims. In consideration for entering into this agreement(a) Effective on the Restatement Date, each Obligor hereby acknowledges that: (a) it has no defenses, claims or set-offs to the sufficiency enforcement by Purchasers’ liabilities, obligations and agreements on the date hereof, (b) the Purchasers have fully performed all undertakings and obligations owed to it as of which is acknowledgedthe Restatement Date, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each (c) none of the Borrowers Purchasers waives, diminishes or limits any term or condition contained in the Existing Agreement, this Agreement, any Notes or any other Finance Documents. Each Obligor hereby irrevocably releases remises, releases, acquits, satisfies and forever discharges the Lender Purchasers and their Affiliates, and each of its affiliatestheir respective agents, subsidiariesemployees, successors, assignsofficers, directors, officerspredecessors, employeesattorneys and all others acting or purporting to act on behalf of or at the direction of the Purchasers and their Affiliates (“Releasees”), agents, representatives and attorneys (each, a “Released Person”) of and from any and all manner of actions, causes of action, suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, lossesjudgments, claimsclaims and demands whatsoever, demandsknown or unknown, liabilitiesin law or in equity, obligationswhich any of such parties ever had, actions and causes now has or, to the extent arising from or in connection with any act, omission or state of action whatsoever which such Borrowers facts taken or existing on or prior to the date hereof, may now have or claim to have on and as of after the date hereof against the Releasees, for, upon or by reason of any Released Personmatter, whether presently known cause or unknownthing whatsoever through the date hereof, liquidated relating to or unliquidatedarising under, suspected the Existing Agreement, this Agreement, any Notes or unsuspectedany other Finance Documents. Without limiting the generality of the foregoing, contingent each Obligor waives and affirmatively agrees not to allege or non-contingentotherwise pursue any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights they do, shall or may have relating to or arising under, the Existing Agreement, this Agreement, any Notes or any other Finance Documents as of the Restatement Date, including, but not limited to, the rights to contest (i) the right of Purchasers to exercise its rights and remedies described in this Agreement, the Note Purchase Agreement, any Notes or any of every nature and extent the other Finance Documents, (ii) any provision of the Existing Agreement, this Agreement, any Notes or any of the other Finance Documents, or (iii) any conduct of Purchaser or other Releasees relating to or arising out of the Existing Agreement, this Agreement, any Notes or any of the other Finance Documents on or prior to the extent arising out ofdate hereof. (b) Effective on the Restatement Date, under each Purchaser hereby remises, releases, acquits, satisfies and forever discharges the Obligors (“Obligor Releasees”), of and from any and all manner of actions, causes of action, suit, covenants, contracts, controversies, agreements, damages, judgments, claims and demands whatsoever, known, in law or from the Loan Agreement, Loan Documents and related transactions in equity (collectively, “Claims”). Each Borrower jointly and severally represents and warrants , which Purchaser ever had, now has or, to the Lender that it has not granted extent arising from or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 any act, omission or taking other action in respect fact that occurred or existed on or immediately prior to the Restatement Date against any of the Obligor Releasees, for, upon or by reason of any commenced matter or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWNcause whatsoever, UNANTICIPATED OR MISUNDERSTOOD DEFENSESrelating to or arising under the Existing Agreement, CLAIMSin each case, CONTRACTSother than any Claim (i) arising from matters or liabilities not previously disclosed in writing (including by way of filing on or furnishing to the United States Securities & Exchange Commission’s Electronic Data Gathering, LIABILITIESAnalysis, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASEDand Retrieval (▇▇▇▇▇) system) by any of the Obligor Releasees to each of the Purchasers prior to the date hereof, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW(ii) relating to any debt or monetary obligations owing by the Obligor Releasees under the Existing Agreement, TO THE EXTENT SUCH LAW MAY BE APPLICABLEany Finance Document (as defined in the Existing Agreement) or the Existing Notes, WITH REGARD TO THE RELEASE OF SUCH UNKNOWNor (iii) for the avoidance of doubt, UNANTICIPATED OR MISUNDERSTOOD DEFENSESunder this Agreement, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERany Notes or any other Finance Documents.

Release of Claims. In further consideration for entering into of the execution by the Administrative Agent and the Lenders party hereto of this agreementAmendment, each Loan Party and its successors and assigns (collectively, the sufficiency of which is acknowledged“Releasors”), hereby confirms that (a) it does not have any grounds, and excepting only the contractual obligations respecting future performance by the Lender hereby agrees not to challenge (or to allege or to pursue any matter, cause or claim arising under or with respect to), in any case based upon acts or omissions of the Loan Administrative Agent or any of the Lenders, the effectiveness, genuineness, validity, collectibility or enforceability of the Credit Agreement and or any of the other Loan Documents, each the Secured Obligations, the Liens securing such Secured Obligations, or any of the Borrowers terms or conditions of any Loan Document and (b) it does not possess and hereby irrevocably completely, voluntarily, knowingly, and unconditionally releases and forever discharges the Lender and Administrative Agent, each of its affiliatesthe Lenders, subsidiarieseach of their advisors, successors, assigns, directors, officers, professionals and employees, agentseach affiliate of the foregoing and all of their respective successors and assigns (collectively, representatives the “Releasees”), from any and attorneys (each, a “Released Person”) of and from all damages, losses, claims, demandsactions, suits, and other liabilities, obligationsincluding, actions and causes of action whatsoever which such Borrowers may now have without limitation, any so-called “lender liability” claims or claim to have on and as of the date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent to the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions defenses (collectively, “Claims”). Each Borrower jointly and severally represents and warrants , whether arising in law or in equity, which any of the Releasors ever had, now has or hereinafter can, shall or may have against any of the Releasees for, upon or by reason of any matter, cause or thing whatsoever from time to time occurred on or prior to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever date hereof, in any Claimway concerning, as security relating to, or otherwisearising from (i) any of the Releasors, (ii) the Secured Obligations, (iii) the Collateral, (iv) the Credit Agreement or any of the other Loan Documents, (v) the financial condition, business operations, business plans, prospects or creditworthiness of any Loan Party and/or (vi) the negotiation, documentation and execution of this Amendment and any documents relating hereto. The Borrowers shall jointly Releasors hereby acknowledge that they have been advised by legal counsel of the meaning and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 consequences of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERthis release.

Release of Claims. In consideration for entering into this agreement(a) Borrower, on behalf of itself and its successors and assigns and Affiliates (collectively, the sufficiency of which is acknowledged“Releasing Parties”), and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documentshereby releases, each of the Borrowers hereby irrevocably releases remises, acquits and forever discharges the Lender Bank and each all of its subsidiaries, divisions, affiliates, officers, directors, employees, agents, attorneys, advisors, predecessors, heirs, successors and assigns, any loan participant, and any servicer or any of their respective Affiliates (collectively, the “Released Parties”), from any and all actions, causes of actions, suits, claims, demands, proceedings, judgments, executions, debts, claims, damages, liabilities, obligations, costs and expenses of any and every kind and character, known or unknown, liabilities, contracts, obligations, accounts, torts, causes of action or claims for relief of whatever kind or nature, accruing prior to the date hereof, whether known or unknown, or whether suspected or unsuspected, which the Releasing Parties may have or which may hereafter be asserted against Released Parties, or any of them, including without limitation (x) resulting from or in any way relating to any act or omission done, or committed or suffered to be done by Released Parties, or any of them, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties, and (y) in any way directly or indirectly arising out of or in any way connected to this Amendment, any of the other Loan Documents as modified, supplemented, amended and/or restated by this Amendment, or the Collateral (all of the foregoing hereinafter called the “Released Matters”). (b) 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 Releasing 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. (c) Each Releasing Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Released Party that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any claim released, remised and discharged by any Releasing Party above. If any Releasing Party violates the foregoing covenant, the Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, successorsdivisions, assignspredecessors, directors, officers, attorneys, employees, agents, legal representatives and attorneys (eachother representatives, a “Released Person”) of and from all damagesagrees to pay, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which in addition to such Borrowers may now have or claim to have on and other damages as of the date hereof against any Released PersonParties may sustain as a result of such violation, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, all attorneys' fees and costs incurred by any Released Parties as a result of every nature and extent to the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions such violation. (collectively, “Claims”). Each Borrower jointly and severally d) ▇▇▇▇▇▇▇▇ represents and warrants that it is the sole and lawful owner of all right, title and interest in and to the Lender every claim and every other matter which it releases herein, and that it has not granted heretofore assigned or transferred, or purported to grant assign or transfer, to any person, firm or entity any claims or other Person any interest whatsoever in any Claim, as security or otherwisematters herein released. The Borrowers B▇▇▇▇▇▇▇ shall jointly and severally indemnifyindemnify Bank, defend and hold it harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage claims based upon or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person in investigating, preparing for, defending against, providing evidence or producing documents arising in connection with prior assignments or taking other action in respect purported assignments or transfers of any commenced claims or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWNmatters released herein. (a) Borrower represents and warrants that: (i) there are no defaults under the Agreement; (ii) there has been no material adverse change to the financial condition of Borrower; (iii) all representations and warranties of Borrower in the Agreement and all other documents executed in connection therewith are true and correct on the date hereof; (iv) the Agreement as amended hereby is legal and binding upon Borrower with no claims, UNANTICIPATED OR MISUNDERSTOOD DEFENSEScounterclaims, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERdefenses or setoffs with respect thereto; and (v) Borrower is validly existing under the laws of the State of its organization and has the requisite power and authority to execute this Amendment. (b) The Bank shall have received counterparts of this Amendment executed on behalf of the Borrower and the Bank.

Release of Claims. (a) In consideration exchange for entering into the special severance pay and benefits provided you under this agreementAgreement, the sufficiency to which you would not otherwise be entitled, on your own behalf and that of which is acknowledgedyour heirs, executors, administrators, beneficiaries, personal representatives and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, representatives you agree that this Agreement shall be in complete and attorneys (each, a “Released Person”) final settlement of any and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have action, rights or claim to have on claims of every type and as of the date hereof against any Released Persondescription, whether presently known or unknown, liquidated that you have had in the past, now have, or unliquidatedmight now have, suspected in any way related to, connected with or unsuspectedarising out of your employment or its termination or pursuant to Title VII of the Civil Rights Act, contingent the Americans with Disabilities Act, the Age Discrimination in Employment Act, the fair employment practices statutes of the state or non-contingentstates 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 you hereby release and forever discharge the Company and its Affiliates and all of their respective past and present directors, shareholders, officers, members, managers, partners, joint venturers, employees, agents and representatives, their successors and assigns, and all others connected with any of every nature them, both individually and extent to the extent arising out ofin their official capacities, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims such causes of action, rights or claims, except causes of action, rights or claims regarding any right to indemnification by the Company and/or its Affiliates to which you may be entitled pursuant to and in accordance with their respective certificates of incorporation, bylaws and/or under applicable law. The parties acknowledge that, pursuant to a letter dated February 19, 2002 from your attorney to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, you have requested indemnification and agreed to an undertaking to repay, under certain circumstances, amounts advanced by the Company on your behalf. (b) This Agreement, including the release of claims set forth immediately above, creates legally binding obligations and the Company therefore 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 lossother of those persons to whom reference in made in the first sentence of paragraph 7(b) above; and that, costin signing this Agreement, liabilityyou have not relied on any promises or representations, damage express or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person implied, that are not set forth expressly in investigating, preparing for, defending against, providing evidence or producing documents in connection with or taking other action in respect of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERthis Agreement.

Release of Claims. In consideration for entering into this agreementSeller, the sufficiency on behalf of which is acknowledged, itself and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its affiliates, subsidiariespredecessors, successors, assigns, their past, present and future officers, agents, directors, officers, employees, investors, stockholders, Affiliates, administrators, beneficiaries, and representatives and the beneficiaries, heirs, executors, and representatives of any of them (the “Seller Releasing Parties”), effective as of the Closing (the “Effective Time”), fully, finally and irrevocably releases, acquits and forever discharges Purchaser, Companies, Companies’ Subsidiaries each of their respective Affiliates, officers directors, employees, attorneys, investment bankers, agents, predecessors, successors and assigns of Purchaser, the Companies and Companies’ Subsidiaries, and the beneficiaries, heirs, executors, representatives and attorneys of any of them (eachcollectively, a the “Seller Released PersonParties”) of from any and from all damages, losses, claims, demandsActions, liabilities, obligations, actions costs and causes expenses of action whatsoever which such Borrowers may now have or claim to have on every kind and as of the date hereof against any Released Personnature whatsoever, whether presently arising from any express, implied, oral or written Contract or otherwise, known or unknown, liquidated past, present or unliquidatedfuture, suspected or unsuspected, at law or in equity, contingent or non-contingent, and of every nature and extent to the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions otherwise (collectively, a “ClaimsSeller Potential Claim”). Each Borrower jointly , that the Seller Releasing Parties, or any of them, had, has or may have in the future against any of the Seller Released Parties for any matter, cause or thing relating to any Company and/or any of the Company’s Subsidiaries, or any of their respective employees, officers and severally represents and warrants directors occurring at any time at or prior to the Lender that it has not granted Effective Time including without limitation any matter or purported to grant claim related to any other Person inter-Company Indebtedness, including Indebtedness between any interest whatsoever Company and the Seller, (subject to the exceptions described below, the “Seller Released Matters”), except that the Seller Released Matters do not include, and nothing in this Agreement will affect or be construed as a waiver or release by the Seller Releasing Parties of, any ClaimSeller Potential Claim by the Seller Releasing Parties arising from or relating to: (i) any rights or benefits available to any Seller Releasing Party under this this Agreement, as security the Escrow Agreement or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or expense (including reasonable attorneys’ fees and expenses) incurred related agreement entered into by any Released Person in investigating, preparing for, defending against, providing evidence or producing documents the Seller Releasing Parties in connection with or taking other action in respect the Acquisition, and (ii) claims that cannot be released as a matter of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERLaw.

Release of Claims. In consideration for entering into this agreementA. Following the Effective Date and provided that Disney has paid the full Settlement Amount, ▇▇▇▇▇▇, ▇▇▇▇▇-Ward, Peterson, De ▇▇▇▇, Gonzalez, Lanesey, and all Class Members who have not timely requested exclusion from the Settlement, as well as their respective spouses, heirs, assigns, executors, administrators, successors, and agents (collectively, the sufficiency of which is acknowledged“Releasing Parties”), shall be deemed to release, resolve, relinquish, and excepting only discharge each and all of the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, Released Parties from each of the Borrowers hereby irrevocably releases Released Claims (as defined below). For purposes of this paragraph, “Released Parties” means Buena Vista Catalogue Co., d/b/a Disney Movie Club, and forever discharges the Lender and each any of its affiliatespast, present, and future parents, subsidiaries, successorsaffiliated companies, assignsand corporations, and any of its past, present, and future officers, directors, officersmanagers, employees, agentsgeneral partners, representatives and attorneys (eachlimited partners, a principals, insurers, reinsurers, shareholders, attorneys, advisors, representatives, or assigns. For purposes of this paragraph, “Released Person”) Claims” means any and all claims, causes of and from all action, suits, obligations, debts, demands, agreements, promises, liabilities, damages, losses, claimscontroversies, demandscosts, liabilities, obligations, actions expenses and causes attorneys’ fees of action whatsoever which such Borrowers may now have or claim to have on and as of the date hereof against any Released Personnature whatsoever, whether presently based on any law (including federal law, state law, common law, contract, rule, or regulation) or equity, whether known or unknown, suspected or unsuspected, asserted or unasserted, foreseen or unforeseen, actual or contingent, liquidated or unliquidated, suspected punitive or unsuspectedcompensatory, contingent monetary or nonnon- monetary, that have been pled in the Action, or that could have been pled in the action, that arise out of or relate to the causes of action, allegations, practices, or conduct at issue in the in the Complaint, First Amended Complaint, or Second Amended Complaint. Each of the Released Parties shall be third-contingentparty beneficiaries to this Agreement and entitled to enforce its terms. B. For the purpose of implementing a full and complete release and discharge between the named plaintiffs and Defendant, ▇▇▇▇▇▇, ▇▇▇▇▇-Ward, Peterson, De leon, Gonzalez, and of every nature and extent Lanesey expressly acknowledge that their respective releases provided in this Agreement are intended to the extent arising out ofinclude in their effect, under or from the Loan Agreementwithout limitation, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any lossclaims, costcomplaints, liabilitycharges, damage or expense (suits, including reasonable attorneys’ fees and expenses) incurred by any Released Person those claims, complaints, charges, or suits which they do not know or suspect to exist in investigatingtheir favor at the time of execution hereof, preparing forwhich if known or suspected, defending against, providing evidence or producing documents in connection with or taking other action in respect could materially affect their decision to execute this Agreement. This Agreement contemplates the extinguishment of any commenced such claims, complaints, charges, or threatened Claimsuits and therefore all rights under any law of any state or territory of the United States or other jurisdiction, or principle of common law. EACH BORROWER AGREES It is further understood and agreed that this release by ▇▇▇▇▇▇, ▇▇▇▇▇-Ward, Peterson, De leon, Gonzalez, and Lanesey is entered into with the provisions of California Civil Code section 1542 (or any analogue of or counterpart to section 1542 under any state or federal law) specifically in mind, the provisions of which section are hereby expressly waived. This section reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO ASSUME CLAIMS THAT THE RISK CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO EXECUTING THE RELEASE OF SUCH UNKNOWNAND THAT, UNANTICIPATED IF KNOWN BY HIM OR MISUNDERSTOOD DEFENSESHER, CLAIMSWOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. By executing this Agreement, CONTRACTS▇▇▇▇▇▇, LIABILITIES▇▇▇▇▇-Ward, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLEPeterson, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERDe leon, Gonzalez, and Lanesey acknowledge that they have been specifically advised by their counsel of the consequences of the above waiver, as well as with respect to this Agreement generally.

Release of Claims. In consideration The Borrowers acknowledge and confirm their obligations to the Lenders for entering into this agreementrepayment 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 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 is are hereby acknowledged, they are hereby fully, forever and excepting only irrevocably released. By their execution below, for and in consideration of the contractual obligations respecting future performance by Lenders’ commitments contained in this Agreement, the Lender arising under receipt and sufficiency of which are hereby acknowledged, the Loan Agreement Borrowers, for themselves (and in the Loan Documentscase 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 hereby acknowledge and agree that neither the Lenders nor any of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its affiliates, subsidiaries, successors, assignstheir officers, directors, officers, employees, agents, representatives servants, representatives, attorneys, loan participants, successors, successors-in-interest, predecessors-in-interest and attorneys assigns (each, a hereinafter referred to collectively as the “Released PersonParties”) have interfered with or impaired the acquisition, collection, use, ownership, disposition, disbursement, leasing or sale of any of the collateral that secures the Loan (the “Collateral”), and that the Borrowers do not have any claim of any nature whatsoever, at law, in equity or otherwise, against the Released Parties, or any of them, as a result of any acts or omissions of the Released Parties, or any of them, under the Loan Documents or in connection with the Loans or the Collateral prior to and including the date hereof. Each of the Borrowers, 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 all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as of the date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent to the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims 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 lossof the Borrowers’ successors, costsuccessors-in-interest, liabilityheirs, damage executors, administrators, or expense (including reasonable attorneys’ fees assigns, or any one of them, can or now have or may have at any time hereafter against the Released Parties, or any of them, by reason of any matter, cause, transaction, occurrence or omission whatsoever, that happened or has happened on or before the date of this Agreement, on account of or arising from or that is connected in any manner whatsoever with the Loans, the Indebtedness, the Collateral, the Loan Documents, any related documents, or any and expenses) incurred by all collateral that has served or is serving as security for the Loans or the Loan Documents, or that is related to any Released Person in investigating, preparing for, defending against, providing evidence or producing documents in connection and all transactions and dealings with or taking among Lenders and the Borrowers, or any other action matter or thing that has occurred before the signing of the Agreement, known or unknown. Any and all such Claims are hereby declared to be satisfied and settled, and 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 hereby discharge the Released Parties from any liability with respect of to any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERand all such Claims.

Release of Claims. The Loan Parties may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Credit Agreement or the other Loan Documents. The Administrative Agent, the Lenders, the Issuing Lender, the Swingline Lender, and the Loan Parties desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus the Loan Parties make the releases contained in this Section 10. In consideration for of the Administrative Agent and the Lenders entering into this agreementAmendment, the sufficiency of which is acknowledged, Loan Parties hereby fully and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement unconditionally release and the Loan Documents, forever discharge each of the Borrowers hereby irrevocably releases and forever discharges Administrative Agent, the Lenders, the Issuing Lender, the Swingline Lender and each of its affiliates, subsidiaries, successors, assigns, their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives representatives, successors and attorneys assigns and all persons, firms, corporations and organizations acting on any of their behalves (eachcollectively, a the “Released PersonParties”) ), of and from any and all damages, losses, claims, demandsallegations, causes of action, costs or demands and liabilities, obligationsof whatever kind or nature, actions and causes of action whatsoever which such Borrowers may now have or claim arising prior to have on and as of the date hereof against any Released Personon which this Amendment is executed, whether presently known or unknownunknown to the Loan Parties on the date hereof, whether liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, contingent anticipated or non-contingentunanticipated, and which the Loan Parties have against the Released Parties by reason of every nature and extent any act or omission on the part of the Released Parties, or any of them, occurring prior to the extent date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, in each case, arising out ofof the Loans, under the Obligations, the Credit Agreement or from any of the Loan AgreementDocuments, Loan Documents and related transactions including the administration or enforcement thereof (collectively, all of the foregoing, the “Claims”). Each Borrower jointly The Loan Parties represent and severally represents and warrants to warrant that they have no knowledge of any Claim by it against the Lender that it has Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a Claim by the Loan Parties against the Released Parties which is not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwisereleased hereby. The Borrowers shall jointly Loan Parties represent and severally indemnify, defend warrant that the foregoing constitutes a full and hold harmless each Released Person from and against any and complete release of all Claims and any loss, cost, liability, damage or 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERClaims.

Release of Claims. In consideration (a) Except as set forth in Schedule 2.3(a) or as provided in Section 1.5 (including Exhibit C referred to therein), immediately prior to the Effective Time, AOL, for entering into this agreement, the sufficiency itself and on behalf of which is acknowledged, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each of the Borrowers hereby irrevocably AOL Entities, releases and forever discharges the Lender ANS from any and each of its affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, representatives and attorneys (each, a “Released Person”) of and from all damages, losses, claims, demands, liabilitiesproceedings, causes of action, orders, obligations, actions contracts, agreements, debts, and causes liabilities whatsoever, that AOL or any AOL Entity now has, has ever had, or may hereafter have against ANS arising prior to the Effective Time or on account of action whatsoever which such Borrowers may now have or claim arising out of any matter, cause, or event occurring immediately prior to have on the Effective Time, including, but not limited to, any rights to indemnification, contribution or reimbursement from ANS, and whether or not relating to claims pending prior to, on, or asserted after, the Effective Time. Further, AOL and each of the AOL Entities, as of the date hereof Effective Time, irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting, or causing to be commenced, any proceeding of any kind against ANS based upon any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent to the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or matter purported to grant to any other Person any interest whatsoever in any Claimbe released hereby. (b) Effective as of the Effective Time, as security or otherwise. The Borrowers shall jointly WorldCom, for itself and severally indemnifyon behalf of each of the WorldCom Entities (including ANS after the Closing), defend releases and hold harmless each Released Person forever discharges AOL from and against any and all Claims claims, demands, proceedings, causes of action, orders, obligations, contracts, agreements, debts, and liabilities whatsoever, that WorldCom or any lossWorldCom Entity now has, costhas ever had, liabilityor may hereafter have against AOL arising prior to the Effective Time or on account of or arising out of any matter, damage cause, or expense (including reasonable attorneys’ fees and expenses) incurred by event described on Schedule 2.3(b), except for any Released Person in investigatingof the foregoing which is based on a Third Party Claim; provided, preparing for, defending against, providing evidence that this paragraph shall not be deemed to limit or producing documents in connection with or taking other action affect the rights of WorldCom in respect of any commenced Third Party Claim pursuant to Section 5.2. Further, WorldCom and each of the WorldCom Entities, as of the Effective Time, irrevocably covenants to refrain from, directly or threatened Claimindirectly, asserting any claim or demand, or commencing, instituting, or causing to be commenced, any proceeding of any kind against AOL based upon any matter purported to be released hereby. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.ARTICLE III

Release of Claims. In As consideration for entering into this agreementdiscount payoff offer, which ▇▇▇▇▇ is not otherwise obligated to make available to Borrower(s), the receipt and sufficiency of which consideration is acknowledgedhereby acknowledged by ▇▇▇▇▇▇▇▇(s), and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement as a condition to your (i.e., ▇▇▇▇▇▇▇▇(s) shown above) acceptance of this discounted payoff offer, Borrower, for himself or herself and the Loan Documentshis or her heirs, each of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its affiliates, subsidiariespersonal representatives, successors, and assigns, directorshereby jointly and severally, knowingly and voluntarily releases, discharges, and covenants not to sue, any of Ocwen, Investor and their respective predecessors, successors and assigns, representatives, trustees, depositors, agents, affiliates, parents, subsidiaries, officers, employees, agentsdirectors and shareholders, representatives and attorneys (eachcollectively, a the “Released PersonParties”) of from any and from all damages, losses, claims, demands, liabilities, obligationsdefenses, actions setoffs, counterclaims, actions, and causes of action of whatsoever which such Borrowers may now have kind or claim to have on and as of the date hereof against any Released Personnature, whether presently known or unknown, liquidated whether legal or unliquidatedequitable, suspected which he or unsuspectedshe has, contingent or non-contingentmay assert in the future, against Ocwen, Investor and the Released Parties directly or indirectly, or in any manner connected with this offer and with any event, circumstance, notice of every nature default, action, or failure to act, of any sort or type, whether known or unknown, whether legal or equitable, which was related or connected in any manner, directly or indirectly, to the Property or to the servicing of this Loan. Borrower(s) hereby further acknowledge and extent agree that, to the extent arising out ofthat any such claims may exist, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants value to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever Borrower(s) of the discount payoff offer by ▇▇▇▇▇ contained in any Claimthis letter, as security or otherwise. The Borrowers shall jointly substantially and severally indemnify, defend and hold harmless each Released Person from and against materially exceed any and all Claims and any loss, cost, liability, damage or 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 value of any commenced kind or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERnature whatsoever of any such claims.

Release of Claims. In consideration for entering into this agreementof the payments and benefits to be made under the Second Amended and Restated Employment Agreement, dated as of [____________] (the “Employment Agreement”), to which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Executive”) and Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”) are parties, the sufficiency of which is acknowledgedthe Executive acknowledges, the Executive, with the intention of binding himself and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement his heirs, executors, administrators and the Loan Documentsassigns, each of the Borrowers does hereby irrevocably releases release, remise, acquit and forever discharges discharge Holdings (as defined in the Lender Employment Agreement), the Company and each of its affiliatesand their subsidiaries and affiliates (the “Company Affiliated Group”), subsidiaries, successors, assignstheir present and former officers, directors, officersexecutives, employeesshareholders, agents, representatives attorneys, employees and attorneys employee benefit plans (eachand the fiduciaries thereof), a and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released PersonParties”) ), of and from any and all damagesclaims, lossesactions, claimscauses of action, complaints, charges, demands, liabilitiesrights, damages, debts, sums of money, accounts, financial obligations, actions suits, expenses, attorneys’ fees and causes liabilities of action whatsoever which such Borrowers may now have whatever kind or claim to have on and as of the date hereof against any Released Personnature in law, equity or otherwise, whether presently accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent which the Executive, individually or non-contingentas a member of a class, and of every nature and extent now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the extent arising date hereof, against any Company Released Party that arises out of, under or from relates to, the Loan Employment Agreement, Loan Documents the Executive’s employment with the Company or any of its subsidiaries and related transactions affiliates, or any termination of such employment, including claims (collectivelyi) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“ClaimsTitle VII”). Each Borrower jointly , the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), the New York Human Rights Law, the New York Executive Law, the New York Labor Law, all New York State Wage and severally represents Hour Laws, the New York Worker Adjustment and warrants to Retraining Notification Act, all New York leave laws, the Lender that it has not granted or purported to grant to New York Constitution, and any other Person any interest whatsoever in any Claimsimilar or analogous federal, as security state or otherwise. The Borrowers shall jointly and severally indemnifylocal statute, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.excepting only:

Release of Claims. In consideration for entering into this agreement(a) Subject to and upon the consummation of the Merger and the receipt of the Merger Consideration and any cash in lieu of fractional shares to which the Stockholder is entitled, the sufficiency of which Stockholder, and, if the Stockholder is acknowledgeda legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and excepting only each of their respective heirs, Representatives, successors and assigns (such persons, the contractual obligations respecting future performance “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 the Lender arising under the Loan Agreement and the Loan Documentslaw, each of the Borrowers hereby irrevocably releases and forever discharges Parent, Merger Sub, the Lender and Company, each of its affiliatestheir subsidiaries and affiliates and their respective past, subsidiaries, successors, assignspresent or future officers, directors, officers, employees, counsel and agents, representatives and attorneys (each, a “Released Person”) of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as stockholders of the date hereof against any Released PersonCompany prior to Closing (such persons, 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 out of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “ClaimsReleasees”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any lossof the Releasors ever had, costnow has or may hereafter have against any of the Releasees, liabilityon or by reason of any matter, damage cause or expense thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (including reasonable attorneys’ fees and expensesa) incurred by any Released Person right of the Stockholder to receive the Merger Consideration or any cash in investigatinglieu of fractional shares to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, preparing for, defending against, providing evidence or producing documents (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreements or taking other action the transactions contemplated thereby, (c) any employment compensation or benefits matter affecting any Releasor in respect his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries (including any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWNright of the Stockholder for any Company Options held by the Stockholder to be treated as provided in Section 2.4 of the Merger Agreement), UNANTICIPATED OR MISUNDERSTOOD DEFENSES(d) any right of Releasor as an Indemnitee as defined in, CLAIMSand pursuant to, CONTRACTSSection 5.16 of the Merger Agreement and (e) any liabilities of the Releasees to Releasor pursuant to the terms of a Confirmatory Agreement. (b) The Stockholder represents that as to each and every claim released hereunder, LIABILITIESthe Stockholder has received the advice of legal counsel with regard to the releases contained herein, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASEDand having been so advised, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows:

Release of Claims. In consideration (a) Effective as of the Closing, Seller, for entering into this agreementand on behalf of itself and the Seller and any and all of its successors and assigns, the sufficiency of which is acknowledgedtogether with all present and former directors and officers and Affiliates, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each of their successors and assigns (the Borrowers “Seller Releasing Parties”), hereby irrevocably releases releases, acquits and forever discharges the Lender Company and each any and all of its affiliates, subsidiaries, successors, respective successors and assigns, directorstogether with all present and former directors and officers and Affiliates (the “Company Released Parties”), officersfrom any and all manner of claims, employeesactions, agentssuits, representatives and attorneys (each, a “Released Person”) of and from all damages, losses, claims, demands, liabilities, obligations, actions demands and causes of action Liabilities whatsoever which such Borrowers may now have in Law or claim to have on and as of the date hereof against any Released Personequity, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspectedfixed, contingent or non-contingent, direct or indirect, including under Contracts between the Seller Releasing Parties and of every nature and extent the Company Released Parties (except to the extent any such Contracts remain in place following the Closing), which the Seller Releasing Party ever had, has or may have against any of the Company Released Parties for, upon, or by reason of any matter, transaction, act, omission or thing whatsoever arising out of, under or in connection with any of the Company Released Parties, from the Loan Agreementbeginning of time to and including the Closing Date (the foregoing, Loan Documents and related transactions (collectively, the “Released Claims”). Each Borrower jointly and severally represents and warrants Notwithstanding anything herein to the Lender that it has contrary, nothing contained in this Section 6.8 shall operate to release, acquit or discharge any of the obligations, covenants and agreements arising under (i) this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, or (ii) the indemnification, exculpation and advancement of expenses provisions set forth in the Organizational Documents of the Company as in effect prior to the date hereof. In furtherance of the foregoing, Seller shall not granted be entitled to contribution from, subrogation to or purported to grant recovery against any Company Released Party with respect to any Losses imposed on or incurred by any of them in connection with this Agreement, any Ancillary Document or any other Person or any interest whatsoever in any Claimdocument furnished pursuant hereto, as security whether by reason of the fact that Seller is or was a stockholder employee, officer, director, representative or agent of the Company or otherwise. The Borrowers shall jointly . (b) Each of the Seller Releasing Parties acknowledges and severally indemnifyagrees that the Released Claims are general releases, defend and hold harmless each Released Person from further expressly waives and against assumes the risk of any and all Released Claims that exist as of the date hereof but that such Seller Releasing Party does not know or suspect to exist, whether through ignorance, oversight, error, negligence or otherwise, and any losswhich, costif known, liabilitywould materially affect such Seller Releasing Party’s decision to enter into this Agreement. Each of the Seller Releasing Parties hereby expressly acknowledges that such Seller Releasing Party is familiar with the provisions of California Civil Code Section 1542, damage or 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.which provides as follows:

Release of Claims. 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 Agreement and the Loan Documents, each As of the Borrowers Closing: (a) Seller hereby irrevocably releases agrees to forever waive, release and forever discharges the Lender discharge and each of its affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, representatives and attorneys (each, a “Released Person”) of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim not to have on and as of the date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent to the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against assert any and all Claims and rights Seller may have pursuant to any lossapplicable 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, costinaccuracy or breach of any representation or warranty of the Company set forth in this Agreement or the breach by the Company of any covenant or agreement of the Company set forth in this Agreement or (ii) the Company or any officer, liabilitydirector, damage employee, controlling stockholder, advisor or expense (including reasonable attorneys’ fees and expenses) incurred by agent of the Company arising out of or with respect to any Released act or omission of any such Person in investigatingsuch Person’s role as an officer, preparing fordirector, defending againstemployee, providing evidence controlling stockholder, advisor or producing documents agent of the Company, other than (A) liability for obligations for wages and benefits for periods prior to the Closing (other than any reimbursements of employee expenses incurred in connection with the ordinary course of business) and (B) as provided in Section 5.9. (b) Seller does hereby forever waive, release and discharge the Company and each officer, director, employee, controlling stockholder, advisor and agent of the Company from any and all losses that relate to or taking other action in respect arise out of any commenced dealings, relationships or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWNtransactions, UNANTICIPATED OR MISUNDERSTOOD DEFENSESprior to the Closing, CLAIMSby and between Seller and the Company and/or any of the other released Persons, CONTRACTSwhether arising under contract, LIABILITIESat law or in equity, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASEDthat Seller ever had, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAWnow has or hereafter can, TO THE EXTENT SUCH LAW MAY BE APPLICABLEshall or may have, WITH REGARD TO THE RELEASE OF SUCH UNKNOWNwhether or not now known, UNANTICIPATED OR MISUNDERSTOOD DEFENSESother than (i) liability for obligations for wages and benefits for periods prior to the Closing and (ii) as provided in Section 5.7. (c) Seller understands and agrees that, CLAIMSpursuant to this Section 5.16, CONTRACTSSeller expressly waives all claims (other than those expressly reserved as set forth in this Section 5.16), LIABILITIESeven those that Seller may not know or suspect to exist, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLEwhich if known may have materially affected the decision to provide this release, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERand Seller waives any rights under applicable law that provide to the contrary.

Release of Claims. In (a) The Guarantor represents and agrees that it has diligently and thoroughly investigated the existence of any Claim (as defined below), and, 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 agreementGuaranty, the sufficiency Guarantor by its execution of which is acknowledgedthis Guaranty, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each on behalf of the Borrowers hereby irrevocably releases and forever discharges the Lender itself and each of its affiliatesrespective agents, subsidiaries, successors, assignsemployees, directors, officers, attorneys, business advisors, affiliates, subsidiaries, successors and assigns (each a "RELEASING PARTY"), each hereby release and forever discharge each Secured Creditor and each of such Secured Creditor's agents, direct and indirect shareholders, employees, agentsdirectors, representatives officers, attorneys, business advisors, branches, affiliates, subsidiaries, successors and attorneys assigns (each, each a “Released Person”"RELEASED PARTY") of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now (collectively "CLAIMS") that the Releasing Parties or any of them may, as of the date hereof, have or claim to have on and as against any or all of the date hereof against any Released PersonParties, in each case whether presently currently known or unknownunknown or with respect to which the facts are known (or should have been known), liquidated that could give rise to or unliquidated, suspected or unsuspected, contingent or non-contingent, support a Claim and of every nature and extent whatsoever on account of or in any way relating to, arising out of or based upon any this Guaranty or the negotiation or documentation hereof or any amendments or the transactions contemplated hereby, or any action or omission in connection with any of the foregoing, including all such losses or damages of any kind heretofore sustained or that may arise as a consequence of the dealings between the parties up to the extent arising out of, under date hereof in connection with or from the Loan Agreement, Loan Documents in any way related to this Guaranty. (b) Each Releasing Party further covenants and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Lender agrees that it has not granted 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 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 relating to any Claim released or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwisebe released under this Section 23. The Borrowers shall jointly It is further understood and severally indemnify, defend and hold harmless each Released Person from and against agreed that any and all Claims and any lossrights under the provisions of Section 1542 of the California Civil Code are expressly waived by each of the Releasing Parties. Section 1542 of the California Civil Code provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, cost, liability, damage or 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 any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERDEBTOR." [Signature Page Follows]

Release of Claims. In consideration for entering into this agreement, (a) Effective upon the sufficiency of which is acknowledged, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan DocumentsClosing, each Seller, in each case on behalf of the Borrowers hereby irrevocably releases such Seller and forever discharges the Lender and each of his, her or its affiliates, subsidiaries, successors, assignsAffiliates, directors, officers, employeesagents, trustees, beneficiaries, heirs, legal representatives, personal representatives, successors and assigns (each a “Releasor”), hereby irrevocably waives, releases and discharges Purchaser, the Company, and any of their respective Affiliates, and each of their respective past, present and future directors, officers, agents, representatives trustees, beneficiaries, heirs, legal representatives, successors and attorneys assigns (each, a “Released PersonReleasees”) from any and all Liabilities and obligations to such Releasor of and from all damagesany kind or nature whatsoever, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which in such Borrowers may now have or claim to have on and Releasor’s capacity as a stockholder of the date hereof against Company, if applicable, and in any Released Personother capacity (including as an officer, director, employee or consultant of the Company), in each case whether presently known absolute or unknowncontingent, liquidated or unliquidated, suspected known or unsuspected, contingent or non-contingentunknown, and whether arising under the Company Charter or the Company’s bylaws (including without limitation any rights of every nature contribution or indemnification thereunder), or any agreement or understanding (other than this Agreement and extent to any Ancillary Agreements) or otherwise at Law or equity (the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “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 rights to other forms of payment or benefits under any other agreement between Releasor and his, her or 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 for indemnification against any 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 statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought against Seller or the Company, and (ii) such Seller, on behalf of such Seller and the 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 other Releasors, represents, warrants, 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 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 in this release made by any representative of the 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 Seller and the other Releasors, acknowledges that he, she or it, is familiar with Section 1542 of the Civil Code of the State of California (“Section 1542”), which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Each Borrower jointly Seller, hereby waives and severally represents relinquishes, in each case on behalf of such Seller and warrants 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 Lender that subject matter of this release, but it has not granted 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 purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 existence of any commenced such additional or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWNdifferent 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, UNANTICIPATED OR MISUNDERSTOOD DEFENSESher or its Affiliates have been paid properly for all hours worked with the exception of any wages that Releasor and his, CLAIMSher 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, CONTRACTSher or its Affiliates have received all compensation, LIABILITIESbenefits and payments owed to Releasor and his, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERher or its Affiliates by the Company.

Release of Claims. 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 Agreement and the Loan DocumentsThe Borrower Representative, each of the Borrowers Borrower and each other Loan Party hereby irrevocably releases releases, remises, acquits and forever discharges each Lender, the Co-Collateral Agents, the Administrative Agent, the Swingline Lender and the Issuing Bank (including any Person which is assuming such respective capacity) and each of its affiliates, subsidiaries, successors, assigns, directors, officers, their respective employees, agents, representatives representatives, consultants, attorneys, officers, directors, partners, fiduciaries, predecessors, successors and attorneys assigns, subsidiary corporations, parent corporations and related corporate divisions (eachcollectively, a the “Released PersonParties”) ), from any and all actions, causes of and from all damagesaction, lossesjudgments, executions, suits, debts, claims, demands, liabilities, obligations, actions damages and causes expenses of action whatsoever which such Borrowers may now have or claim to have on any and as of the date hereof against any Released Personevery character, whether presently known or unknown, liquidated direct or unliquidatedindirect, suspected at law or unsuspectedin equity, contingent of whatever nature or non-contingentkind, whether heretofore or hereafter arising, for or because of any matter of things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, and of every nature and extent to the extent in any way directly or indirectly arising out of, under of any or from in any way connected to this Agreement or the Loan Agreement, other Loan Documents and related transactions (collectively, the “ClaimsReleased Matters”). Each The Borrower jointly Representative, the Borrowers and severally each other Loan Party hereby acknowledges that the agreements in this Section 17 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. The Borrower Representative, each Borrower and each other Loan Party hereby represents and warrants to the Lenders, the Co-Collateral Agents, the Administrative Agent, the Swingline Lender and the Issuing Bank (including any Person which is assuming such respective capacity) that it has not granted or purported to grant transfer, assign or otherwise convey any right, title or interest of any such Borrower or any other Loan Party in any Released Matter to any other Person any interest whatsoever in any Claimand that the foregoing constitutes a full and complete release of all Released Matters. THE BORROWER REPRESENTATIVE, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or 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 any commenced or threatened Claim. EACH BORROWER AND EACH OTHER LOAN PARTY AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENTAGREEMENT. THE BORROWER REPRESENTATIVE, EACH BORROWER AND EACH OTHER LOAN PARTY HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, THE BORROWER REPRESENTATIVE, EACH BORROWER AND EACH OTHER LOAN PARTY WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.

Release of Claims. (a) In exchange for the consideration for entering into this agreement, provided to Executive pursuant to the sufficiency of which is acknowledged, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Separation Agreement and the Loan Documentsfor other good and valuable consideration, each of the Borrowers Executive, for himself, his successors and assigns, executors and administrators, now and forever hereby irrevocably and unconditionally releases and forever discharges the Lender and each Company, together with all of its affiliatespast and present parents, subsidiaries, successorsand affiliates, assignstogether with each of their officers, directors, officersshareholders, partners, employees, agents, representatives and attorneys attorneys, and each of their subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, a hereinafter collectively referred to as the “Released PersonReleasees”) of from any and from all damages, lossesrights, claims, demandscharges, liabilitiesactions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, actions and causes damages, demands or liabilities of action whatsoever which such Borrowers may now have every kind whatsoever, in law or claim to have on and as of the date hereof against any Released Personin equity, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent which Executive or non-contingentExecutive’s executors, and administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of every nature and extent any matter, cause or thing whatsoever; arising from the beginning of time up to the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions Release Date (collectively, the “Claims”). Each Borrower jointly and severally represents and warrants , including those (i) relating in any way to Executive’s employment relationship with the Company or any of the Releasees, or the termination of Executive’s employment relationship with the Company or any of the Releasees; (ii) arising under or relating to the Lender that it has not granted Offer Letter, the Spinoff Bonus Letter, the Retention Letter, the BHC Stock Option Grant Agreements, BHC Restricted Share Unit Award Agreements and the BHC Equity Plan (collectively, the “BHC Equity Documents”), the B+L Stock Option Grant Agreements, B+L Restricted Share Unit Award Agreements and the B+L Equity Plan (collectively, the “B+L Equity Documents”), or purported any other agreement between Executive and the Company or any of the Releasees; (iii) arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, and/or the New Jersey Law against Discrimination, each as amended; (iv) relating to grant wrongful employment termination or breach of contract; or (v) arising under or relating to any other Person policy, agreement, plan, understanding or promise, written or oral, formal or informal, between the Company and any interest whatsoever of the Releasees and Executive. (b) Notwithstanding anything to the contrary herein, nothing contained in Section 1(a) of this Release Agreement in any Claimway 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 terms 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 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 security an officer of the Company under the by-laws of the Company or otherwise. The Borrowers shall jointly and severally indemnifyits applicable subsidiary (subject to the provisions of the by-laws, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person which limit indemnity in investigating, preparing for, defending against, providing evidence or producing documents in connection with or taking other action in respect of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERcertain circumstances).

Release of Claims. In As consideration for entering into this agreementdiscount payoff offer, which ▇▇▇▇▇ is not otherwise obligated to make available to Borrower(s), the receipt and sufficiency of which consideration is acknowledgedhereby acknowledged by ▇▇▇▇▇▇▇▇(s), and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement as a condition to your (i.e., ▇▇▇▇▇▇▇▇(s) shown above) acceptance of this discounted payoff offer, Borrower, for himself or herself and the Loan Documentshis or her heirs, each of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its affiliates, subsidiariespersonal representatives, successors, and assigns, directorshereby jointly and severally, knowingly and voluntarily releases, discharges, and covenants not to sue, any of Ocwen, Investor and their respective predecessors, successors and assigns, representatives, trustees, depositors, agents, affiliates, parents, subsidiaries, officers, employees, agentsdirectors and shareholders, representatives and attorneys (eachcollectively, a the “Released PersonParties”) of from any and from all damages, losses, claims, demands, liabilities, obligationsdefenses, actions setoffs, counterclaims, actions, and causes of action of whatsoever which such Borrowers may now have kind or claim to have on and as of the date hereof against any Released Personnature, whether presently known or unknown, liquidated whether legal or unliquidatedequitable, suspected which he or unsuspectedshe has, contingent or non-contingentmay assert in the future, against Ocwen, Investor and the Released Parties directly or indirectly, or in any manner connected with this offer and with any event, circumstance, notice of every nature default, action, or failure to act, of any sort or type, whether known or unknown, whether legal or equitable, which was related or connected in any manner, directly or indirectly, to the Property or to the servicing of this Loan. Borrower(s) hereby further acknowledge and extent agree that, to the extent arising out ofthat any such claims may exist, under or from the Loan Agreement, Loan Documents and related transactions (collectively, “Claims”). Each Borrower jointly and severally represents and warrants value to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever Borrower(s) of the discount payoff offer by ▇▇▇▇▇ contained in any Claimthis letter, as security or otherwise. The Borrowers shall jointly substantially and severally indemnify, defend and hold harmless each Released Person from and against materially exceed any and all Claims value of any kind or nature whatsoever of any such claims. ▇▇▇▇▇ reserves the right to terminate this offer at any time prior to your timely acceptance of the terms set forth above. All terms within this agreement must be strictly complied with, and any lossfailure to complete or comply with any term constitutes failure to accept this discounted payoff offer rendering the offer is null and void. If this discounted payoff is not accepted, costis terminated prior to acceptance, liabilityor otherwise is not completed as instructed in the manner and time frame set forth in this letter, damage then nothing in this letter shall be construed to prejudice, waive, modify or expense alter any of Ocwen or Investor's rights or remedies in law or in equity in collecting the entire amounts due and to come due on the Loan or be construed to waive any defense of Ocwen or Investor. Yours truly, Ocwen Loan Servicing, LLC Toll Free Phone: (including reasonable attorneys’ fees ▇▇▇)▇▇▇-▇▇▇▇ Fax: (▇▇▇)▇▇▇-▇▇▇▇ Email: ▇▇@▇▇▇▇▇.▇▇▇ ACKNOWLEDGED AND ACCEPTED: By: _ _ Borrower Print Name _ _ By: _ _ Co-Borrower Print Name ▇▇▇▇▇ Fargo Bank, NA ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, 7th FL San Francisco, CA 94104 ABA: ▇▇▇▇▇▇▇▇▇ Account Name: Ocwen Loan Servicing, LLC in Trust for Various Investors and expenses) incurred by any Released Person in investigatingMortgagors Account Number: 4124823352 Reference: Loan Number, preparing forProperty Address, defending against, providing evidence or producing documents in connection and Borrower Name. Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ with or taking other action in respect the details of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.the wire Loan Number: Property address: Street City State Zip All Parties to the contract to purchase aforementioned property dated: - Hereby affirm:

Release of Claims. In consideration for entering into this agreementEach Stockholder, on behalf of and with the sufficiency intention of which is acknowledgedbinding itself and its heirs, and excepting only the contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documentsexecutors, each of the Borrowers hereby irrevocably releases and forever discharges the Lender and each of its affiliates, subsidiariesadministrators, successors, assigns, trustees, family members, principals, shareholders, members, managers and affiliated or related parties (collectively, the “Stockholder Releasing Parties”), does hereby unconditionally and irrevocably waive, release, remise, acquit and forever discharge the Company and each affiliate and subsidiary of the Company, and each of its and their respective present and former officers, directors, officersexecutives, shareholders, agents, attorneys, members, representatives, insurers, investors, attorneys, employees, agentsemployee benefit plans and the administrators, representatives trustees and attorneys fiduciaries thereof, and each of their respective heirs, executors, successors, predecessors and assigns (collectively, the “Released Parties” and each, a “Released PersonParty”) ), from any and all claims, actions, causes of and from all damagesaction, lossescomplaints, claimscharges, demands, liabilitiesrights, damages, debts, sums of money, accounts, financial or other obligations, actions suits, expenses, attorneys’ fees and causes liabilities of action whatsoever which such Borrowers may now have whatever kind or claim to have on and as of the date hereof against any Released Personnature in law, equity or otherwise, whether presently accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent which such Stockholder or non-contingentits Stockholder Releasing Parties, and individually or as a member of every nature and extent a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the extent date hereof, against the Company or any Released Party, arising out ofof the acquisition, under rescission and relinquishment of the Relinquished Shares and the other matters contemplated by this Agreement; provided, that the foregoing waiver and release shall not affect the rights of any Stockholder in its capacity as a purchaser or from holder of the Loan Retained Shares or in its capacity as a Reg A Purchaser. Each Stockholder, on behalf of itself and its Stockholder Releasing Parties, acknowledges and agrees that the foregoing waivers and releases are intended to be and shall be effective as a full and final accord and satisfaction and general release of all claims and rights (including those expressly set forth or described above) with respect to the acquisition, rescission and relinquishment of the Relinquished Shares or the other matters contemplated by this Agreement, Loan Documents and related transactions (collectivelywhether known or unknown, “Claims”)against or involving the Company or any of the Released Parties. Each Borrower jointly and severally represents and warrants Stockholder is aware that it or its Stockholder Releasing Parties may hereafter discover claims or rights or facts or information with respect to the Lender that it has not granted acquisition, rescission and relinquishment of the Relinquished Shares or purported to grant to any the other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or expense matters contemplated by this Agreement (including reasonable attorneys’ fees those expressly set forth or described above) in addition to or different from those Stockholder or its Stockholder Releasing Parties now know or believe to exist, which if Stockholder or its Stockholder Releasing Parties had known, may have affected Stockholder’s decision to sign this Agreement; however, Stockholder hereby settles, waives and expenses) incurred by releases on behalf of itself and its Stockholder Releasing Parties, all of the claims and rights (including those expressly set forth or described above), which such Stockholder or its Stockholder Releasing Parties had, has or may have against or involving the Company or any of the Released Person in investigatingParties with respect to the acquisition, preparing forrescission and relinquishment of the Relinquished Shares, defending against, providing evidence including those arising out of such additional or producing documents in connection with different facts or taking other action in respect of any commenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDERinformation.