Common use of General Release Clause in Contracts

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each In consideration for Agent and Lenders entering into this Amendment, Borrower hereby irrevocably releases and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. forever discharges Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective successors, assigns, agents, shareholders, directors, officers, employees, subsidiariesagents, branchesattorneys, parent corporations, subsidiary corporations, affiliated corporations, affiliates, attorneysparticipants, agentsand each of them (collectively, representativesthe “Releasees”), successors and assigns from any and all personsclaims, firmsdebts, corporations liabilities, demands, obligations, costs, expenses, actions and organizations acting on causes of action, of every nature and description, known and unknown, which Borrower now has or at any time may hold, by reason of any matter, cause or thing occurred, done, omitted or suffered to be done prior to the date of this Amendment arising under or in any way related to the Loan Agreement, this Amendment or any other Loan Document or any of their behalves the transactions contemplated herein or therein (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower hereby irrevocably waives the benefits of any and Guarantor all statutes and rules of law to the extent the same provide in substance that a general release does not extend to claims which the creditor does not know or suspect to exist in its favor at the time of executing the release. Borrower represents and warrants that it has no knowledge not assigned to any other Person any Released Claim, and agrees to indemnify Agent and Lenders against any and all actions, demands, obligations, causes of any claim by it against the Released Parties action, decrees, awards, claims, liabilities, losses and costs, including but not limited to reasonable attorneys’ fees of counsel of Lenders’ choice and costs, which Lenders may sustain or incur as a result of any facts a breach or acts or omissions purported breach of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower foregoing representation and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimswarranty.

General Release. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Each Borrower and Guarantor each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) hereby expressly waives the provisions of California Civil Code Section 1542, and any rights they may have certain Claims (as hereinafter defined) against to invoke the Released Parties (as hereinafter defined) regarding provisions of that statute now or relating in the future with respect to the Loan Agreement or the other Financing AgreementsClaims being released pursuant to this Section 8. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction In connection with the execution of this Amendment foregoing waiver and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinrelinquishment, each Borrower and Guarantor hereby fully each other Loan Party (by its execution and unconditionally releases delivery of the attached Consent and Reaffirmation) acknowledges that they are aware that they or their attorneys or others may hereafter discover claims or facts in addition to or different from those which the parties now know or believe to exist with respect to the subject matter of the Claims being released hereunder, but that it is nevertheless the intention of each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) to fully, finally and forever discharges Agent settle, release, waive and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, discharge all of the foregoing Claims which are the “Claims”)being released pursuant to this Section 8. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes The release given herein shall remain in effect as a full and complete general release, notwithstanding the discovery or existence of any such additional or different claims or facts. (c) Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense 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 all Claimsthe provisions of such release. (d) Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

General Release. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Each Borrower and Guarantor each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) hereby expressly waives the provisions of California Civil Code Section 1542, and any rights they may have certain Claims (as hereinafter defined) against to invoke the Released Parties (as hereinafter defined) regarding provisions of that statute now or relating in the future with respect to the Loan Agreement or the other Financing AgreementsClaims being released pursuant to this Section 10. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction In connection with the execution of this Amendment foregoing waiver and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinrelinquishment, each Borrower and Guarantor hereby fully each other Loan Party (by its execution and unconditionally releases delivery of the attached Consent and Reaffirmation) acknowledges that they are aware that they or their attorneys or others may hereafter discover claims or facts in addition to or different from those which the parties now know or believe to exist with respect to the subject matter of the Claims being released hereunder, but that it is nevertheless the intention of each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) to fully, finally and forever discharges Agent settle, release, waive and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, discharge all of the foregoing Claims which are the “Claims”)being released pursuant to this Section 10. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes The release given herein shall remain in effect as a full and complete general release, notwithstanding the discovery or existence of any such additional or different claims or facts. (c) Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense 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 all Claimsthe provisions of such release. (d) Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ for Lender entering into this Amendment and agreeing to the substantial concessions as set forth hereinAmendment, each Borrower and Guarantor each of the Guarantors (together with Borrower, individually and collectively, the “Obligor”) hereby fully and unconditionally irrevocably releases and forever discharges Agent Lender, and each Lender and their respective its successors, assigns, agents, shareholders, directors, officers, employees, subsidiariesagents, branchesattorneys, parent corporations, subsidiary corporations, affiliated corporations, affiliates, attorneysparticipants, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any each of their behalves them (collectively, the “Released PartiesReleasees”), of and from any and all claims, allegationsdebts, liabilities, demands, obligations, costs, expenses, actions and causes of action, costs or demands of every nature and liabilitiesdescription, known and unknown, irrevocably waives the benefits of whatever kind or nature, from the beginning any and all statutes and rules of the world law to the date on extent the same provide in substance that a general release does not extend to claims which this Amendment is executedthe creditor does not know or suspect to exist in its favor at the time of executing the release, whether and, without limiting the foregoing, Obligor irrevocably waives any benefits it may have under California Civil Code Section 1542 which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or unknownher, liquidated would have materially affected his or unliquidated, fixed her settlement with the debtor or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor released party.” Obligor represents and warrants that it has no knowledge not assigned to any other Person any Released Claim, and agrees to indemnify Lender against any and all actions, demands, obligations, causes of any claim by it against the Released Parties action, decrees, awards, claims, liabilities, losses and costs, including but not limited to reasonable attorneys' fees of counsel of Lender’s choice and costs, which Lender may sustain or incur as a result of any facts a breach or acts or omissions purported breach of the Released Parties which on foregoing representation and warranty. (This Section may be referred to as the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims“Release Section”.)

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against To the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinmaximum extent permitted by law, each Borrower and Guarantor Prospect Party hereby fully and unconditionally waives, releases and forever discharges Agent Karlsson and each Lender and their respective its directors, shareholders, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors employees and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and counsel from any and all claims, allegationssuits, causes of action, legal or administrative proceedings, liabilities, claims, damages, losses, costs or demands and liabilitiesexpenses of any kind (collectively, of whatever kind or nature“Claims”), from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor hasProspect Party may have, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of acts, omissions, or founded upon this Amendment up events occurring at any time prior to and including the date on Effective Date. Each Prospect Party hereby agrees and represents that the matters released herein are not limited to the matters which this Amendment is executedare known, disclosed or foreseeable. The Prospect Parties intend to waive all Claims, including all Claims which they do not know or suspect to exist in their favor to no less extent than a waiver of such loss or damage Claims under California law will be effected by a waiver by the Prospect Parties under California law of any kind heretofore sustained and all rights and benefits which they now have or that in the future may arise as a consequence have by virtue of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement provisions of Section 1542 of the LoansCalifornia Civil Code which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” The Prospect Parties hereby agree, represent and warrant that they are familiar with and have read and understand and have consulted legal counsel of their choosing with respect to California Civil Code Section 1542, and the ObligationsProspect Parties realize and acknowledge that factual matters now unknown to them may have given or may hereafter give rise to actions, the Loan Agreement legal or any of the other Financing Agreements (collectivelyadministrative proceedings, all of the foregoing claims, demands, debts, controversies, damages, costs or losses, liabilities and expenses which are the “Claims”)presently unknown, unanticipated and unsuspected. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.INITIALS: Prospect DE Parent AWP Apache

General Release. Each Borrower (a) As of the date of this Amendment, each Credit Party that is a party hereto and Guarantor may have certain Claims the U.S. Borrower, on behalf of each other Credit Party and each of their respective Subsidiaries (as hereinafter defined) against collectively, the Released Parties (as hereinafter defined) regarding or relating “Releasors”), to the Loan Agreement or the other Financing Agreements. Agentfullest extent permitted by law, Lendershereby releases, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and the Administrative Agent, each Lender and each of its or their respective directorstrustees, officers, employeesdirectors, subsidiariesparticipants, branchesbeneficiaries, affiliatesagents, attorneys, agentsaffiliates and employees, representatives, and the successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves the foregoing (collectively, the “Released Parties”), of and from any and all claims, allegationsactions, causes of action, costs or demands suits, defenses, set-offs against the Obligations, and liabilities, liabilities of whatever any kind or naturecharacter whatsoever, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated contingent or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmaturedmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower liquidated or Guarantor hasunliquidated, hadclaimed or unclaimed, in contract or in tort, at law or in equity, or otherwise, including, without limitation, claims or defenses relating to have had allegations of usury, which relate, in whole or hereafter claims in part, directly or indirectly, to have against the Loans, the Loan Documents, the Obligations, the Collateral or this Amendment, in each case, which existed, arose or occurred at any time prior to the date of this Amendment, including, without limitation, the negotiation, execution, performance or enforcement of the Loan Documents and this Amendment, any claims, causes of action or defenses based on the negligence of any of the Released Parties by reason of or on any act “lender liability” theories of, among others, unfair dealing, control, misrepresentation, omissions, misconduct, overreaching, unconscionability, disparate bargaining position, reliance, equitable subordination, or omission on otherwise, and any claim based upon illegality or usury (collectively, the part “Released Claims”). No Releasor shall intentionally, willfully or knowingly commence, join in, prosecute, or participate in any suit or other proceeding in a position which is adverse to any of the Released Parties, arising directly or indirectly from any of themthe Released Claims. The Released Claims include, occurring but are not limited to, any and all unknown, unanticipated, unsuspected or misunderstood claims and defenses which existed, arose or occurred at any time prior to the date on of this Amendment, all of which this Amendment is executedare released by the provisions hereof in favor of the Released Parties. (b) Each Releasor acknowledges and agrees that it has no defenses, including on account counterclaims, offsets, cross-complaints, causes of action, rights, claims or in demands of any way affectingkind or nature whatsoever, concerning including, without limitation, any usury or lender liability claims or defenses, arising out of the Loan Documents or founded upon this Amendment up Amendment, that can be asserted either to reduce or eliminate all or any part of any of the Releasors’ liability to the Administrative Agent and including the date on which this Amendment is executedLenders under the Loan Documents, including all such loss or damage to seek affirmative relief or damages of any kind heretofore sustained or that may arise as a consequence of nature from the dealings among Administrative Agent or the parties up to and including Lenders, for or in connection with the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement Loans or any of the other Financing Agreements Loan Documents. Each Releasor further acknowledges that, to the extent that any such claim does in fact exist, it is being fully, finally and irrevocably released by them as provided in this Amendment. (collectively, all c) Each Releasor hereby waives the provisions of any applicable laws restricting the release of claims which the releasing parties do not know or suspect to exist as of the foregoing are date of this Amendment, which, if known, would have materially affected the “Claims”)decision to agree to these releases. Each Borrower and Guarantor Accordingly, each Releasor hereby agrees, represents and warrants to the Administrative Agent and each Lender that it has no knowledge understands and acknowledges that factual matters now unknown may have given or may hereafter give rise to causes of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties action, claims, demands, debts, controversies, damages, costs, losses and expenses which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower are presently unknown, unanticipated and Guarantor unsuspected, and each Releasor further agrees, represents and warrants that the foregoing constitutes a full releases provided herein have been negotiated and complete release agreed upon, and in light of, that realization and that each Releasor nevertheless hereby intends to release, discharge and acquit the parties set forth hereinabove from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are in any manner set forth in or related to the Released Claims and all Claimsdealings in connection therewith. (d) In making the releases set forth in this Amendment, each Releasor acknowledges that it has not relied upon any representation of any kind made by any Released Party. (e) It is understood and agreed by the Releasors and the Released Parties that the acceptance of delivery of the releases set forth in this Amendment shall not be deemed or construed as an admission of liability by any of the Released Parties and the Administrative Agent, on behalf of itself and the other Released Parties, hereby expressly denies liability of any nature whatsoever arising from or related to the subject of such releases.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s 's and Lenders’ ' entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “"Released Parties”"), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “"Claims”"). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ for Lender entering into this Amendment and agreeing to the substantial concessions as set forth hereinAmendment, each Borrower and Guarantor hereby fully and unconditionally irrevocably releases and forever discharges Agent Lender, and each Lender and their respective its successors, assigns, agents, shareholders, directors, officers, employees, subsidiariesagents, branchesattorneys, parent corporations, subsidiary corporations, affiliated corporations, affiliates, attorneysparticipants, agentsand each of them (collectively, representativesthe “Releasees”), successors and assigns from any and all personsclaims, firmsdebts, corporations liabilities, demands, obligations, costs, expenses, actions and organizations acting on causes of action, of every nature and description, known and unknown, which Borrower now has or at any time may hold, by reason of their behalves any matter, cause or thing occurred, done, omitted or suffered to be done prior to the date of this Amendment (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower hereby irrevocably waives the benefits of any and Guarantor all statutes and rules of law to the extent the same provide in substance that a general release does not extend to claims which the creditor does not know or suspect to exist in its favor at the time of executing the release, and, without limiting the foregoing, and without limiting the stipulation to governing law in Section 9.19 of the Loan Agreement, Borrower irrevocably waives any benefits it may have under California Civil Code Section 1542 which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Borrower represents and warrants that it has no knowledge not assigned to any other Person any Released Claim, and agrees to indemnify Lender against any and all actions, demands, obligations, causes of any claim by it against the Released Parties action, decrees, awards, claims, liabilities, losses and costs, including but not limited to reasonable attorneys' fees of counsel of Lender’s choice and costs, which Lender may sustain or incur as a result of any facts a breach or acts or omissions purported breach of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower foregoing representation and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimswarranty.

General Release. Each Borrower and Guarantor may have certain Claims (hereby acknowledges and agrees that no Borrower or Guarantor has, as hereinafter defined) against of the Released Parties (as hereinafter defined) regarding date of this Amendment, any defense, counterclaim, offset, cross-complaint, claim or relating demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the Loan Agreement obligations or to seek affirmative relief or damages of any kind or nature from the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one any member of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this SectionLender Group or any other Lender-Related Persons. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Each Borrower and Guarantor hereby fully voluntarily and unconditionally knowingly releases and forever discharges Agent the Agent, each member of the Lender Group, the other Lender-Related Persons and each Lender and of their respective directorspredecessors, officersagents, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and ) from any and all possible claims, allegationsdemands, actions, causes of action, costs or demands damages, costs, expenses and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedliabilities whatsoever, whether known or unknown, liquidated anticipated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmaturedunanticipated, suspected or unsuspected, anticipated fixed, contingent or unanticipatedconditional, which such or at law or in equity, in any case originating in whole or in part on or before the date this Amendment is executed that any Borrower or Guarantor has, had, claims to have had may now or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or if any, irrespective of whether any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising such claims arise out of contract, tort, violation of law or founded upon this Amendment up to regulations, or otherwise, and including the date on which this Amendment is executed, including all such loss or damage of that arise from 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, including the administration or enforcement of the Loans, the Obligations, exercise of any rights and remedies under the Loan Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimshighest lawful rate applicable.

General Release. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Each Borrower and Guarantor each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) hereby expressly waives the provisions of California Civil Code Section 1542, and any rights they may have certain Claims (as hereinafter defined) against to invoke the Released Parties (as hereinafter defined) regarding provisions of that statute now or relating in the future with respect to the Loan Agreement or the other Financing AgreementsClaims being released pursuant to this Section 8. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction In connection with the execution of this Amendment foregoing waiver and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinrelinquishment, each Borrower and Guarantor hereby fully each other Loan Party (by its execution and unconditionally releases delivery of the attached Consent and Reaffirmation) acknowledges that they are aware that they or their attorneys or others may hereafter discover claims or facts in addition to or different from those which the parties now know or believe to exist with respect to the subject matter of the Claims being released hereunder, but that it is nevertheless the intention of each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) to fully, finally and forever discharges Agent settle, release, waive and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, discharge all of the foregoing Claims which are the “Claims”)being released pursuant to this Section 8. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes The release given herein shall remain in effect as a full and complete general release, notwithstanding the discovery or existence of any such additional or different claims or facts. (c) Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense 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 all Claimsthe provisions of such release. (d) Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. [Remainder of page intentionally left blank; signature pages follow.]

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against In return for the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained consideration provided for in this Section. In consideration Agreement, the adequacy of Agent’s which is hereby acknowledged, on the Effective Date, (i) Releasing Plaintiffs, both individually and Lenders’ entering into this Amendment as a class representative or member of a class, shall release and agreeing to the substantial concessions as set forth hereindischarge ACT, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective its officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneyssubsidiaries, agentspredecessors, representativessuccessors-in-interest, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and insurers from any and all claims, allegationscauses of action, demands, losses, or damages arising out of or related to the facts, events or circumstances alleged, or which could have been alleged, in the Third Amended Complaint (the “Released Claims”), and (ii) ACT shall, and shall cause its subsidiaries and affiliates, to release and discharge Releasing Plaintiffs, both individually and as a class representative or member, from any and all claims, causes of action, costs or demands and liabilitiesdemands, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Partieslosses, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or damages arising out of or founded upon related to the facts, events or circumstances alleged, or which could have been alleged, in any counterclaim to the Third Amended Complaint. For clarity, this Amendment up release does not discharge any claim or cause of action based on actual or alleged intellectual property theft or on actual or alleged cheating or other issue related to test security. As to the Released Claims only, each Releasing Plaintiff expressly, knowingly, and including voluntarily waives the date on provisions of Section 1542 of the California Civil Code, which this Amendment is executedprovides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, including WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Releasing Plaintiffs expressly waive and relinquish any and all such loss or damage of any kind heretofore sustained rights and benefits that they may have under, or that may arise as a consequence be conferred upon them by, the provisions of Section 1542 of the dealings among the parties up to and including the date on which this Amendment is executedCalifornia Civil Code, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge law of any claim by it against state or territory that is similar, comparable, or equivalent to Section 1542, to the fullest extent that they may lawfully waive such rights or benefits pertaining to 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 such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower In consideration of the Administrative Agents' and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the Collateral Agents' execution of this Amendment Agreement, Convertible Note Agent, on behalf of itself and thus each Borrower Convertible Note Holder, unconditionally and Guarantor makes the release contained in this Section. In consideration of Agent’s irrevocably acquits and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally forever releases and forever discharges the Administrative Agent, the Collateral Agent and each Lender and their respective directorsall affiliates, partners, subsidiaries, officers, employees, subsidiaries, branches, affiliatesagents, attorneys, agentsprincipals, directors, trustees and advisors and shareholders of such Persons, and their respective heirs, legal representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and "Lender Releasees") from any and all claims, allegationsdemands, causes of action, costs or demands obligations, remedies, suits, damages and liabilities, liabilities of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedany nature whatsoever, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmaturednow known, suspected or unsuspectedclaimed, anticipated whether arising under common law, in equity or unanticipatedunder statute, which such Borrower or Guarantor has, had, claims to have Credit Party ever had or hereafter claims to have now has against the Released Parties by reason of any act or omission on the part of the Released Parties, or Lender Releasees and which may have arisen at any of them, occurring time prior to the date on hereof and which this Amendment is executed, including on account of or were in any way affecting, concerning or arising out of or founded upon manner related to this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Intercreditor Agreement or any other Security Document or related documents, instruments or agreements or the enforcement or attempted or threatened enforcement by any of the other Financing Agreements Lender Releasees of any of their respective rights, remedies or recourse related thereto (collectively, all the "Lender Released Claims"). Convertible Note Agent covenants and agrees that it will not, and will cause the other Convertible Note Holders not to, commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against any of the Lender Releasees any action or other proceeding based upon any of the Lender Released Claims. Notwithstanding the foregoing, in no event shall the foregoing are be interpreted, construed or otherwise deemed as an admission or suggestion by the “Claims”). Each Borrower Administrative Agent, Collateral Agent and Guarantor represents and warrants that it has no knowledge Lenders of any claim by it against the Released Parties wrong doing or of liability owed to Convertible Note Agent, Convertible Note Holders or any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsother Person.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinprovisions hereof, each Borrower and Guarantor each guarantor hereunder hereby fully agree as follows ("General Release"): (a) Borrower and unconditionally releases each guarantor hereunder, for itself and on behalf of its respective successors and assigns, do hereby release, acquit and forever discharges Agent discharge Bank, all of Bank's predecessors in interest, and each Lender all of Bank's past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingenteach as though fully set forth herein at length (each, asserted or unasserteda "Released Claim" and collectively, foreseen or unforeseenthe "Released Claims"), matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such that Borrower or Guarantor hasany guarantor hereunder now has or may acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower and each guarantor hereunder have executed and delivered this Amendment to Bank (hereafter, hadthe "Release Date"), claims including without limitation, those Released Claims in any way arising out of, connected with or related to have had any and all prior credit accommodations, if any, provided by Bank, or hereafter claims any of Bank's predecessors in interest, to have against the Released Parties by reason Borrower or any guarantor hereunder, and any agreements, notes or documents of any act kind related thereto or omission the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower and each guarantor hereunder hereby acknowledge, represent and warrant to Bank as follows: (i) Borrower and such guarantor understand the meaning and effect of Section 1542 of the California Civil Code which provides: "Section 1542. GENERAL RELEASE; EXTENT. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." (ii) With regard to Section 1542 of the California Civil Code, Borrower and each such guarantor agree to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of Bank, and Borrower and each such guarantor hereby waive and release all rights and benefits which they might otherwise have under Section 1542 of the California Civil Code with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims. (c) Each person signing below on behalf of Borrower or any guarantor hereunder acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that Borrower or any such guarantor may have as of the Release Date. Borrower and each guarantor hereunder hereby acknowledge that each of them has had an opportunity to obtain a lawyer's advice concerning the legal consequences of each of the provisions of this General Release. (d) Borrower and each guarantor hereunder hereby specifically acknowledge and agree that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of Bank; (ii) the provisions of this General Release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of them, occurring prior this General Release shall subject Borrower and each guarantor hereunder to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsaction.

General Release. Each In consideration for Lender entering into this Amendment, Borrower and Guarantor may have certain Claims (as hereinafter definedindividually and collectively, the “Obligor”) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally irrevocably releases and forever discharges Agent Lender, and each Lender and their respective its successors, assigns, agents, shareholders, directors, officers, employees, subsidiariesagents, branchesattorneys, parent corporations, subsidiary corporations, affiliated corporations, affiliates, attorneysparticipants, agentsand each of them (collectively, representativesthe “Releasers”), successors and assigns from any and all personsclaims, firmsdebts, corporations liabilities, demands, obligations, costs, expenses, actions and organizations acting on causes of action, of every nature and description, known and unknown, which Obligor now has or at any time may hold, by reason of their behalves any matter, cause or thing occurred, done, omitted or suffered to be done prior to the date of this Amendment (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower Obligor hereby irrevocably waives the benefits of any and Guarantor all statutes and rules of law to the extent the same provide in substance that a general release does not extend to claims which the creditor does not know or suspect to exist in its favor at the time of executing the release, and, without limiting the foregoing, and without limiting the stipulation to governing law in Section 10, Obligor irrevocably waives any benefits it may have under California Civil Code Section 1542 which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Obligor represents and warrants that it has no knowledge not assigned to any other Person any Released Claim, and agrees to indemnify Lender against any and all actions, demands, obligations, causes of any claim by it against the Released Parties action, decrees, awards, claims, liabilities, losses and costs, including but not limited to reasonable attorneys’ fees of counsel of Lender’s choice and costs, which Lender may sustain or incur as a result of any facts a breach or acts or omissions purported breach of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower foregoing representation and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimswarranty.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of AgentBank’s and Lenders’ entering willingness to enter into this Amendment and agreeing to the substantial concessions as set forth hereinAmendment, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent Bank and each Lender and their Bank’s respective directorspredecessors, successors, assigns, officers, managers, directors, employees, subsidiaries, branches, affiliatesagents, attorneys, agents, representatives, successors and assigns and affiliates (hereinafter all persons, firms, corporations and organizations acting on any of their behalves (collectively, the above collectively referred to as the “Released PartiesBank Group”), of and from any and all claims, allegationscounterclaims, demands, damages, debts, suits, liabilities, actions and causes of actionaction of any nature whatsoever, costs including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedin equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, fixed whether absolute or contingent, asserted or unasserted, foreseen or unforeseen, matured and whether or unmatured, suspected or unsuspected, anticipated or unanticipatednot heretofore asserted, which such Borrower may have or Guarantor has, had, claims to have had or hereafter claims claim to have against the Released Parties by reason of any act or omission on the part of the Released Parties, Bank Group in any way related to or any of them, connected with the Loan Documents and the transactions contemplated thereby occurring on or prior to the date on which this Amendment hereof. Borrower further acknowledges that it is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence familiar with Section 1542 of the dealings among California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Borrower waives and releases any rights or benefits that it may have under Section 1542, or other similar provision, to the parties up to full extent that it may lawfully waive such rights and including benefits, and Borrower acknowledges that it understands the date on which this Amendment is executed, including the administration or enforcement significance and consequences of the Loans, the Obligations, the Loan Agreement or any waiver of the other Financing Agreements (collectively, all provisions of the foregoing are the “Claims”). Each Borrower Section 1542 and Guarantor represents and warrants that it has no knowledge been advised by its attorney as to the significance and consequences 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 such this waiver. Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower understands, acknowledges and Guarantor represents and warrants agrees that the foregoing constitutes release set forth above may be pleaded as a full and complete defense 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release of all Claimsset forth above.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of AgentBank’s and Lenders’ entering willingness to enter into this Amendment and agreeing to waive the substantial concessions as set forth herein, each Specified Event of Default Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent Bank and each Lender and their Bank’s respective directorspredecessors, successors, assigns, officers, managers, directors, employees, subsidiaries, branches, affiliatesagents, attorneys, agents, representatives, successors and assigns and affiliates (hereinafter all persons, firms, corporations and organizations acting on any of their behalves (collectively, the above collectively referred to as the “Released PartiesBank Group”), of and from any and all claims, allegationscounterclaims, demands, damages, debts, suits, liabilities, actions and causes of actionaction of any nature whatsoever, costs including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedin equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, fixed whether absolute or contingent, asserted or unasserted, foreseen or unforeseen, matured and whether or unmatured, suspected or unsuspected, anticipated or unanticipatednot heretofore asserted, which such Borrower may have or Guarantor has, had, claims to have had or hereafter claims claim to have against the Released Parties by reason of any act or omission on the part of the Released Parties, Bank Group in any way related to or any of them, connected with the Loan Documents and the transactions contemplated thereby occurring on or prior to the date on which this Amendment hereof. Borrower further acknowledges that it is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence familiar with Section 1542 of the dealings among California Civil Code, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Borrower waives and releases any rights or benefits that it may have under Section 1542, or other similar provision, to the parties up to full extent that it may lawfully waive such rights and including benefits, and Borrower acknowledges that it understands the date on which this Amendment is executed, including the administration or enforcement significance and consequences of the Loans, the Obligations, the Loan Agreement or any waiver of the other Financing Agreements (collectively, all provisions of the foregoing are the “Claims”). Each Borrower Section 1542 and Guarantor represents and warrants that it has no knowledge been advised by its attorney as to the significance and consequences 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 such this waiver. Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower understands, acknowledges and Guarantor represents and warrants agrees that the foregoing constitutes release set forth above may be pleaded as a full and complete defense 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release of all Claimsset forth above.

General Release. Each Borrower As further inducement to Agent and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating Lenders to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering enter into this Amendment and agreeing to the substantial concessions as set forth hereinAgreement, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges release Agent and each Lender Lenders as follows: (a) Borrower and Guarantor and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representativesheirs, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released "Releasing Parties”)") do hereby release, acquit and forever discharge Agent and Lenders of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, costs or demands debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses of every type, of whatever kind or kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription, or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipatedeach as though fully set forth herein at length, which such Borrower or Guarantor hasin any way, hadhave, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executedEffective Date, including on account of arisen out of, are connected with or in any way affecting, concerning or arising out of or founded upon this Amendment up related to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Documents, this Agreement or any of the earlier and/or other Financing Agreements agreement or document referred to therein (collectively, all the "Released Claims"). (b) The agreement of the foregoing are Releasing Parties, as set forth in the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against preceding subparagraph (a) shall inure to the Released Parties or of any facts or acts or omissions benefit of the Released successors, assigns, insurers, administrators, agents, employees, and representatives of Agent and Lenders. (c) The Releasing Parties which on have read the date hereof would be foregoing release, fully understand the basis legal consequences thereof and have obtained the advice of a claim by such Borrower or Guarantor against counsel with respect thereto. The Releasing Parties further warrant and represent that they are authorized to make the Released Parties which is not released hereby. foregoing release. (d) Each Borrower and Guarantor represents and warrants Releasing Party acknowledges that the foregoing constitutes a full and complete release shall extend to Released Claims which the Releasing Party does not know or suspect to exist in Releasing Party's favor at the time of all executing this Agreement, regardless of whether such Released Claims., if known by such Releasing Party, would have materially affected such Releasing Party's decision to enter into this Agreement. Each Releasing Party acknowledges that they are familiar with Section 1542 of the Civil Code of the State of California which provides as follows:

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ Lender entering into this Amendment Agreement and agreeing consenting to the substantial concessions as set forth herein, each Sale of the Property to the Replacement Borrower and providing for the Loan Parties' Request, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Guarantor, Replacement Borrower and Replacement Guarantor hereby fully for: (i) themselves, (ii) any parent, affiliate or subsidiary thereof, (iii) any partnership or joint venture of which any person or entity comprising such person (or any parent, affiliate or subsidiary thereof) is a partner, and unconditionally releases and forever discharges Agent and each Lender and their (iv) the respective directorspartners, members, officers, employeesdirectors, subsidiariesshareholders, branchesheirs, affiliateslegal representatives, attorneys, agents, representativeslegatees, successors and assigns of all of the foregoing persons and all personsentities, firmshereby release and forever discharge Lender, corporations its past, present and organizations acting on any of future shareholders, successors, assigns, officers, directors, agents, attorneys and employees together with their behalves (collectivelyrespective heirs, the “Released Parties”)legal representatives, legatees, successors and assigns of and from any and all actions, claims, allegationsdemands, damages, debts, losses, liabilities, indebtedness, causes of action, costs action either at law or demands in equity and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated direct or unliquidatedindirect, fixed or contingentexisting as of the date of this Agreement, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act matter, cause or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or thing whatsoever arising out of or founded upon this Amendment up relating to and including the date on transactions 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, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each subject of this Agreement. (a) It is acknowledged that Borrower, Guarantor, Replacement Borrower and Replacement Guarantor represents have read the General Release provisions of this Paragraph 16 and warrants consulted legal counsel before executing same; that it has no knowledge Borrower, Guarantor, Replacement Borrower and Replacement Guarantor have relied upon their own judgment and that of their legal counsel in executing the General Release provisions of this Paragraph 16 and have not relied on or been induced by any claim representation, statement or act 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 such Borrower or Guarantor against the Released Parties other party referenced to herein which is not released hereby. Each referred to in this instrument; that Borrower, Guarantor, Replacement Borrower and Replacement Guarantor represents enter into the General Release provisions of this Paragraph 16 voluntarily, with full knowledge of its significance; and warrants that the foregoing constitutes General Release provisions of this Paragraph 16 are in all respects complete and final. (b) If any term or provision of the General Release contained herein or the application thereof to any person, entity or circumstance shall, to any extent, be held invalid and/or unenforceable by a full court of competent jurisdiction, the remainder of the General Release contained herein, or the application of such term or provisions to persons, entities or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and complete release each term and provision of all Claimsthe General Release contained herein shall be valid and be enforced to the fullest extent permitted by law.

General Release. 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 and Guarantor each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) hereby expressly waives the provisions of California Civil Code Section 1542, and any rights they may have certain Claims (as hereinafter defined) against to invoke the Released Parties (as hereinafter defined) regarding provisions of that statute now or relating in the future with respect to the Loan Agreement or the other Financing AgreementsClaims being released pursuant to this Section 9. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction In connection with the execution of this Amendment foregoing waiver and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinrelinquishment, each Borrower and Guarantor hereby fully each other Loan Party (by its execution and unconditionally releases delivery of the attached Consent and Reaffirmation) acknowledges that they are aware that they or their attorneys or others may hereafter discover claims or facts in addition to or different from those which the parties now know or believe to exist with respect to the subject matter of the Claims being released hereunder, but that it is nevertheless the intention of each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) to fully, finally and forever discharges Agent settle, release, waive and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, discharge all of the foregoing Claims which are the “Claims”)being released pursuant to this Section 9. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes The release given herein shall remain in effect as a full and complete general release, notwithstanding the discovery or existence of any such additional or different claims or facts. (c) Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense 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 all Claimsthe provisions of such release. (d) Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. [Remainder of page intentionally left blank; signature pages follow.]

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment provisions hereof, Borrower hereby agrees as follows ("General Release"): (a) Borrower, for itself and agreeing to the substantial concessions as set forth hereinon behalf of its successors and assigns, each Borrower and Guarantor does hereby fully and unconditionally releases release, acquit and forever discharges Agent discharge Bank, all of Bank's predecessors in interest, and each Lender all of Bank's past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length (each, a "Released Claim" and collectively, the "Released Claims"), that Borrower has as of the Effective Date of this Amendment (hereafter, the "Release Date"), including without limitation, those Released Claims in any way arising out of, connected with or contingentrelated to any and all prior credit accommodations, asserted if any, provided by Bank, or unassertedany of Bank's predecessors in interest, foreseen to Borrower, and any agreements, notes or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason documents of any act kind related thereto or omission the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower hereby acknowledges, represents and warrants to Bank as follows: (i) Borrower understands the meaning and effect of Section 1542 of the California Civil Code which provides: "Section 1542. GENERAL RELEASE; EXTENT. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." (ii) With regard to Section 1542 of the California Civil Code, Borrower agrees to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of Bank, and Borrower hereby waives and releases all rights and benefits which it might otherwise have under Section 1542 of the California Civil Code with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims. (c) Each person signing below on behalf of Borrower acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences and each such person realizes that they are releasing any and all Released Claims that Borrower may have as of the Release Date. Borrower hereby acknowledges that it has had an opportunity to obtain a lawyer's advice concerning the legal consequences of each of the provisions of this General Release. (d) Borrower hereby specifically acknowledges and agrees that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of Bank; (ii) the provisions of this General Release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of them, occurring prior this General Release shall subject Borrower to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsaction.

General Release. Each Borrower As an inducement to and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s Merger Sub and Lenders’ Parent entering into this Amendment and agreeing to the substantial concessions as set forth hereinMerger Agreement, each Borrower and Guarantor the Stockholder hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective of the Company, its directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representativesrepresentatives and employees (each, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “a "Released Parties”), of and Person") from any and all claims, allegationssuits, demands, causes of action, costs or demands and liabilitiescontracts, covenants, obligations, debts, costs, expenses, attorneys' fees, liabilities of whatever kind or naturenature in law or equity, from the beginning of the world to the date on which this Amendment is executed, by statute or otherwise whether now known or unknown, liquidated or unliquidated, fixed vested or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated which have existed or unanticipatedmay have existed, or which do exist or may exist in the future ("Claims"), of any kind, except the Claims released hereunder shall not include (x) Claims to the extent arising out of actions taken or omissions made fraudulently or in bad faith by such Borrower Released Person which may arise or Guarantor hashave arisen for any reason whatsoever, hadincluding but not limited to any Claim arising in connection with any transaction contemplated under the Merger Agreement and any related documents thereto and (y) any Claim the undersigned is permitted to make for indemnification pursuant to Section 7.7 of the Merger Agreement. By consenting to this Agreement, claims the Stockholder hereby acknowledges that it intends that this Agreement shall be an effective bar to have had each and every one of the Claims herein mentioned or hereafter claims implied above. The Stockholder expressly consents that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims herein mentioned or implied above. Further, the Stockholder agrees that in the event that it should bring a Claim in which it seeks damages against the Company (or, its stockholders and/or directors as the case may be), or in the event that it seeks to recover against the Company (or its stockholders and/or directors as the case may be), in any Claim brought by a governmental agency on your behalf, this Agreement shall serve as a complete defense to such Claims. The Company agrees that this section shall apply, mutatis mutandis, to all Claims that the Company may have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all ClaimsStockholder.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, the Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this SectionSection 14. In consideration of Agent’s 's and Lenders’ ' entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “"Released Parties”"), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “"Claims”"). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinprovisions hereof, each Borrower and Guarantor each guarantor hereunder hereby fully agree as follows (General Release): (a) Borrower and unconditionally releases each guarantor hereunder, for itself and on behalf of its respective successors and assigns, do hereby release, acquit and forever discharges Agent discharge Bank, all of Bank's predecessors in interest, and each Lender all of Bank's past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingenteach as though fully set forth herein at length (each, asserted or unasserteda Released Claim and collectively, foreseen or unforeseenthe Released Claims), matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such that Borrower or Guarantor has, had, claims to have had any guarantor hereunder now has or hereafter claims to have against the Released Parties by reason of any act or omission on the part may acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower and each guarantor hereunder have executed and delivered this Amendment to Bank (hereafter, the Release Date), including without limitation, those Released PartiesClaims in any way arising out of, connected with or related to any and all prior credit accommodations, if any, provided by Bank, or any of themBank's predecessors in interest, occurring prior to the date on which this Amendment is executedBorrower or any guarantor hereunder, including on account of and any agreements, notes or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage documents of any kind heretofore sustained related thereto or that may arise the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower and each guarantor hereunder hereby acknowledge, represent and warrant to Bank as a consequence follows: (i) Borrower and such guarantor understand the meaning and effect of Section 1542 of the dealings among the parties up to and including the date on California Civil Code which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.provides:

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ Lender entering into this Amendment Agreement and agreeing consenting to the substantial concessions as set forth herein, each Sale of the Property to the Replacement Borrower and providing for the Loan Parties’ Request, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Guarantor, Replacement Borrower and Replacement Guarantor hereby fully for: (i) themselves, (ii) any parent, affiliate or subsidiary thereof, (iii) any partnership or joint venture of which any person or entity comprising such person (or any parent, affiliate or subsidiary thereof) is a partner, and unconditionally releases and forever discharges Agent and each Lender and their (iv) the respective directorspartners, members, officers, employeesdirectors, subsidiariesshareholders, branchesheirs, affiliateslegal representatives, attorneys, agents, representativeslegatees, successors and assigns of all of the foregoing persons and all personsentities, firmshereby release and forever discharge Lender, corporations its past, present and organizations acting on any of future shareholders, successors, assigns, officers, directors, agents, attorneys and employees together with their behalves (collectivelyrespective heirs, the “Released Parties”)legal representatives, legatees, successors and assigns of and from any and all actions, claims, allegationsdemands, damages, debts, losses, liabilities, indebtedness, causes of action, costs action either at law or demands in equity and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated direct or unliquidatedindirect, fixed or contingentexisting as of the date of this Agreement, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act matter, cause or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or thing whatsoever arising out of or founded upon this Amendment up relating to and including the date on transactions 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, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each subject of this Agreement. (a) It is acknowledged that Borrower, Guarantor, Replacement Borrower and Replacement Guarantor represents have read the General Release provisions of this Paragraph 16 and warrants consulted legal counsel before executing same; that it has no knowledge Borrower, Guarantor, Replacement Borrower and Replacement Guarantor have relied upon their own judgment and that of their legal counsel in executing the General Release provisions of this Paragraph 16 and have not relied on or been induced by any claim representation, statement or act 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 such Borrower or Guarantor against the Released Parties other party referenced to herein which is not released hereby. Each referred to in this instrument; that Borrower, Guarantor, Replacement Borrower and Replacement Guarantor represents enter into the General Release provisions of this Paragraph 16 voluntarily, with full knowledge of its significance; and warrants that the foregoing constitutes General Release provisions of this Paragraph 16 are in all respects complete and final. (b) If any term or provision of the General Release contained herein or the application thereof to any person, entity or circumstance shall, to any extent, be held invalid and/or unenforceable by a full court of competent jurisdiction, the remainder of the General Release contained herein, or the application of such term or provisions to persons, entities or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and complete release each term and provision of all Claimsthe General Release contained herein shall be valid and be enforced to the fullest extent permitted by law.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinprovisions hereof, each Borrower and Guarantor each guarantor hereunder hereby fully agree as follows (“General Release”): (a) Borrower and unconditionally releases each guarantor hereunder, for itself and on behalf of its respective successors and assigns, do hereby release, acquit and forever discharges Agent discharge Bank, all of Bank’s predecessors in interest, and each Lender all of Bank’s past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingenteach as though fully set forth herein at length (each, asserted or unasserteda “Released Claim” and collectively, foreseen or unforeseenthe “Released Claims”), matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such that Borrower or Guarantor hasany guarantor hereunder now has or may acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower and each guarantor hereunder have executed and delivered this Amendment to Bank (hereafter, hadthe “Release Date”), claims including without limitation, those Released Claims in any way arising out of, connected with or related to have had any and all prior credit accommodations, if any, provided by Bank, or hereafter claims any of Bank’s predecessors in interest, to have against the Released Parties by reason Borrower or any guarantor hereunder, and any agreements, notes or documents of any act kind related thereto or omission the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower and each guarantor hereunder hereby acknowledge, represent and warrant to Bank that they agree to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of Bank, and Borrower and each such guarantor hereby waive and release all rights and benefits which they might otherwise have under any state or local laws or statutes with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims. (c) Each person signing below on behalf of Borrower or any guarantor hereunder acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that Borrower or any such guarantor may have as of the Release Date. Borrower and each guarantor hereunder hereby acknowledge that each of them has had an opportunity to obtain a lawyer’s advice concerning the legal consequences of each of the provisions of this General Release. (d) Borrower and each guarantor hereunder hereby specifically acknowledge and agree that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of Bank; (ii) the provisions of this General Release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of them, occurring prior this General Release shall subject Borrower and each guarantor hereunder to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsaction.

General Release. Each Borrower and Guarantor may have certain Claims Obligor (as hereinafter definedcollectively, the “Releasing Parties”) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agentreleases, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases acquits and forever discharges Agent and each Lender Lender, and each of their respective past and present directors, officers, employees, subsidiariesagents, branchesattorneys, affiliates, attorneyspredecessors, agentssuccessors, representatives, successors administrators and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), ) of and from any and all claims, allegationsactions, causes of action, costs demands, rights, damages, costs, loss of service, expenses and compensation (each individually, a “Claim” and collectively, “Claims”) of any kind whatsoever heretofore or demands and liabilitieshereafter arising from any events or occurrences, of whatever kind or natureanything done, from the beginning omitted to be done, or allowed to be done by any of the world to Released Parties, in each case, on or before the date on which this Amendment is executedhereof, whether known WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, as of the date hereof, that the Releasing Parties (or unknown, liquidated any of them) has or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to may have against the Released Parties by reason of any act or omission on the part of the Released Parties, (or any of them) in connection with the Loan Documents or the transactions contemplated thereby (the “Released Matters”); provided, occurring prior however, that Released Matters shall not include, and nothing contained herein shall release any Released Party from, any Claims arising with respect to the date on which obligations under this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the ObligationsAgreement, the Loan Agreement Documents or any other contracts, documents, instruments or agreements from and after the Fourth Amendment Effective Date. Releasing Parties each further agree never to commence, aid or participate in (except to the extent required by order or legal process issued by a court or governmental agency of competent jurisdiction) any legal action or other proceeding with respect to the other Financing Agreements (collectivelyReleased Matters. Releasing Parties each agree that this waiver and release is an essential and material of this Amendment, all and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the foregoing are the “Claims”)Released Matters. Each Borrower and Guarantor Releasing Party represents and warrants that it has no knowledge of not purported to convey, transfer or assign any claim by it against the right, title or interest in any Released Parties Matter to any other person 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 such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower entity and Guarantor represents and warrants that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to all Claimsunknown or unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Matters.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment provisions hereof, Xxxxxxxx hereby agrees as follows ("General Release"): (a) Borrower, for itself and agreeing to the substantial concessions as set forth hereinon behalf of its successors and assigns, each Borrower and Guarantor does hereby fully and unconditionally releases release, acquit and forever discharges Agent discharge Bank, all of Bank's predecessors in interest, and each Lender all of Bank's past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length (each, a "Released Claim" and collectively, the "Released Claims"), that Borrower now has or contingentmay acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; (ii) the date that Borrower has executed and delivered this Amendment to Bank (hereafter, asserted the "Release Date"), including without limitation, those Released Claims in any way arising out of, connected with or unassertedrelated to any and all prior credit accommodations, foreseen if any, provided by Bank, or unforeseenany of Bank's predecessors in interest, matured to Borrower, and any agreements, notes or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason documents of any act kind related thereto or omission the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower hereby acknowledges, represents and warrants to Bank that it agrees to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of Bank, and Borrower hereby waives and releases all rights and benefits which it might otherwise have under any state or local laws or statutes with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims. (c) Each person signing below on behalf of Xxxxxxxx acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that Borrower may have as of the Release Date. Xxxxxxxx hereby acknowledges that it has had an opportunity to obtain a lawyer's advice concerning the legal consequences of each of the provisions of this General Release. (d) Borrower hereby specifically acknowledges and agrees that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of Bank; (ii) the provisions of this General Release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of them, occurring prior this General Release shall subject Borrower to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsaction.

General Release. Each Borrower As further inducement to Agent and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating Lenders to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering enter into this Amendment and agreeing to the substantial concessions as set forth hereinAgreement, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges release Agent and each Lender Lenders as follows: (a) Borrower and Guarantor and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representativesheirs, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released "Releasing Parties”)") do hereby release, acquit and forever discharge Agent and Lenders of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, costs or demands debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses of every type, of whatever kind or kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription, or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length, which in any way, have, prior to the Effective Date, arisen out of, are connected with or contingentrelated to the Loan Documents, asserted this Agreement or unassertedany earlier and/or other agreement or document referred to therein (collectively, foreseen the "Released Claims"). (b) The agreement of the Releasing Parties, as set forth in the preceding subparagraph (a) shall inure to the benefit of the successors, assigns, insurers, administrators, agents, employees, and representatives of Agent and Lenders. (c) The Releasing Parties have read the foregoing release, fully understand the legal consequences thereof and have obtained the advice of counsel with respect thereto. The Releasing Parties further warrant and represent that they are authorized to make the foregoing release. (d) Each Releasing Party acknowledges that the foregoing release shall extend to Released Claims which the Releasing Party does not know or unforeseensuspect to exist in Releasing Party's favor at the time of executing this Agreement, matured regardless of whether such Released Claims, if known by such Releasing Party, would have materially affected such Releasing Party's decision to enter into this Agreement. Each Releasing Party acknowledges that they are familiar with Section 1542 of the Civil Code of the State of California which provides as follows: A general release does not extend to claims which the creditor does not know or unmaturedsuspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Each Releasing Party waives and relinquishes any right or benefit which it has or may have under Section 1542 of the Civil Code of the State of California and any similar provision of the statutory or non-statutory law of any other jurisdiction, to the full extent that it may lawfully waive all such rights and benefits. In connection with such waiver and relinquishment, each Releasing Party acknowledges that it is aware that it or its attorneys or agents may hereafter discover facts in addition to or different from those which it now knows or believes to exist with respect to the subject matter of this Section 7 or the other parties hereto, but that each Releasing Party intends hereby fully, finally and forever to settle, waive and release all of the Released Claims, known or unknown, suspected or unsuspected, anticipated which now exist or unanticipatedmay exist hereafter between Releasing Parties and Agent and Lenders in connection with the Loan, which such Borrower except as otherwise expressly provided in this Section 7. This foregoing release shall be and remain in effect notwithstanding the discovery or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason existence of any act such additional or omission different facts. (e) Each Releasing Party warrants and represents that it is the sole and lawful owner of all right, title and interest in and to all of the respective Released Claims released hereby and that it has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any person or entity any such claim or any portion thereof. (f) This release is not to be construed and does not constitute an admission of liability on the part of the Agent or Lenders. This release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether such claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable. The Releasing Parties specifically agree that any attempt to assert a claim barred hereby shall subject each of them, occurring prior them to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsaction.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinprovisions hereof, each Borrower and Guarantor each guarantor hereunder hereby fully agree as follows ("General Release"): (a) Borrower and unconditionally releases each guarantor hereunder, for itself and on behalf of its respective successors and assigns, do hereby release, acquit and forever discharges Agent discharge Bank, all of Bank's predecessors in interest, and each Lender all of Bank's past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingenteach as though fully set forth herein at length (each, asserted or unasserteda "Released Claim" and collectively, foreseen or unforeseenthe "Released Claims"), matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such that Borrower or Guarantor hasany guarantor hereunder now has or may acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower and each guarantor hereunder have executed and delivered this Amendment to Bank (hereafter, hadthe "Release Date"), claims including without limitation, those Released Claims in any way arising out of, connected with or related to have had any and all prior credit accommodations, if any, provided by Bank, or hereafter claims any of Bank's predecessors in interest, to have against the Released Parties by reason Borrower or any guarantor hereunder, and any agreements, notes or documents of any act kind related thereto or omission the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower and each guarantor hereunder hereby acknowledge, represent and warrant to Bank as follows: (i) Borrower and such guarantor understand the meaning and effect of Section 1542 of the California Civil Code which provides: "Section 1542. GENERAL RELEASE; EXTENT. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." (ii) With regard to Section 1542 of the California Civil Code, Borrower and each such guarantor agree to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of Bank, and Borrower and each such guarantor hereby waive and release all rights and benefits which they might otherwise have under Section 1542 of the California Civil Code with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims. (c) Each person signing below on behalf of Borrower or any guarantor hereunder acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that Borrower or any such guarantor may have as of the Release Date. Borrower and each guarantor hereunder hereby acknowledge that each of them has had an opportunity to obtain a lawyer's advice concerning the legal consequences of each of the provisions of this General Release. (d) Borrower and each guarantor hereunder hereby specifically acknowledge and agree that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of Bank; (ii) the provisions of this General Release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of them, occurring prior this General Release shall subject Borrower and each guarantor hereunder to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsaction.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defineda) against the Released Parties (as hereinafter defined) regarding or relating Notwithstanding anything to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained contrary set forth in this Section. In Agreement, effective as of the Initial Closing, in consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth mutual agreements contained herein, including the cash consideration to be received by the GNC Parties pursuant to Article II and Article III, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent GNC Party, on behalf of itself and each Lender of its past, present and their respective directorsfuture Affiliates, officersfirms, employeescorporations, subsidiarieslimited liability companies, branchespartnerships, affiliatestrusts, attorneysassociations, agentsorganizations, representativesinvestors, stockholders, members, partners, trustees, principals, predecessors, successors and assigns (each, a “GNC Releasing Party” and, collectively, the “GNC Releasing Parties”), hereby absolutely, unconditionally and all personsirrevocably releases, firmsacquits and forever discharges Nutra, corporations its former, present and organizations acting on any of future Affiliates, parent and subsidiary companies, joint ventures, predecessors, successors and assigns (including Buyer and its Affiliates), and their behalves respective former, present and future representatives, investors, stockholders, members, partners, insurers and indemnitees (collectively, the “Released Parties”), of and from any and all claimsmanner of action or inaction, allegations, cause or causes of action, costs Actions, Liens, Contracts, promises, Liabilities or demands and liabilitiesDamages (whether for compensatory, special, incidental or punitive Damages, equitable relief or otherwise) of whatever any kind or naturenature whatsoever, from the beginning past, present or future, at law, in equity or otherwise (including with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of the world to the date on which this Amendment is executedany duty, Law or rule), whether known or unknown, whether fixed or contingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, fixed whether foreseeable or contingentunforeseeable, asserted whether anticipated or unassertedunanticipated, foreseen or unforeseen, matured or unmatured, whether suspected or unsuspected, anticipated or unanticipated, which such Borrower GNC Releasing Parties, or Guarantor hasany of them, had, claims to ever have had or hereafter claims to ever in the future may have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, and which, in each case, are based on acts, events or omissions occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which Initial Closing (the “Released Claims”); provided, however, that the foregoing release shall not release, impair or diminish, and the term “Released Claims” shall not include, in any respect any rights of: (i) any GNC Party or Seller Indemnitee under 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, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any other Transaction Document; (ii) the GNC Releasing Parties to indemnification, reimbursement or advancement of expenses under the provisions of the Nutra Organizational Documents, any directors’ and officers’ liability insurance policy maintained by Nutra, or any indemnification agreement to which any such GNC Releasing Party and Nutra are parties and which is set forth on Schedule 6.16; (iii) if applicable to any GNC Releasing Party, any rights available to such GNC Releasing Party to receive salaries, bonuses (including any transaction bonus or success bonus), severance, accrued vacation or other Financing Agreements paid time off, employee benefits (collectively, all to the extent such benefits are vested under the terms of the foregoing applicable Nutra Plan or applicable Law) or expenses that have accrued in respect of employment with Nutra in the ordinary course of business; or (iv) any statutory or other rights that are prohibited by Law from being released, compromised or exchanged. (b) Without limiting the generality of the foregoing, with respect to the Released Claims, each GNC Party, each on behalf of itself and each GNC Releasing Party, hereby expressly waives all rights under Section 1542 of the Civil Code of the State of California (the “ClaimsCalifornia Civil Code”)) and any similar Law or common law principle in any applicable jurisdiction prohibiting or restricting the waiver of unknown claims. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions Section 1542 of the Released Parties which on California Civil Code reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” (c) Notwithstanding the date hereof would be provisions of Section 1542 of the basis California Civil Code or any similar Law or common law principle in any applicable jurisdiction, and for the purpose of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes implementing a full and complete release and discharge of the Released Parties, each GNC Party, each on itself and each GNC Releasing Party, expressly acknowledges that the foregoing release is intended to include in its effect all claims which any GNC Party or any GNC Releasing Party does not know or suspect to exist in his, her or its favor against any of the Released Parties (including unknown and contingent claims), and that the foregoing release expressly contemplates the extinguishment of all such claims (except to the extent expressly set forth herein). Each GNC Party, each on behalf of itself and each GNC Releasing Party, covenants and agrees not to, and agrees to cause its respective Affiliates not to, whether in its own capacity, as successor, by reason of assignment or otherwise, assert, commence, institute or join in, or assist or encourage any third party in asserting, commencing, instituting or joining in, any Action of any kind whatsoever, in law or equity, in each case against the Released Parties, or any of them, with respect to any Released Claims, except as otherwise set forth in Section 6.16(a). (d) Each GNC Party, each on behalf of itself and each GNC Releasing Party, acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of the Released Claims, but each GNC Party, each on behalf of itself and each GNC Releasing Party, intends to and, by operation of this Agreement shall have, fully, finally and forever settled and released any and all Released Claims without regard to the subsequent discovery of such different or additional facts.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, the Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this SectionSection 4. In consideration of Agent’s 's and Lenders’ ' entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “"Released Parties”"), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world up to and including the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including Amendment, the date on which this Amendment is executedLoan Agreement or any of the other Financing Agreements, 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 arising from, in connection with or related to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “"Claims”"). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower FOR GOOD AND VALUABLE CONSIDERATION, the receipt and Guarantor may have certain Claims (as hereinafter defined) against adequacy of which are hereby acknowledged, the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent undersigned and each Lender of them (collectively “Releasor”) hereby forever releases, discharges and their respective acquits COREFUND CAPITAL, LLC (“Releasee”), its parent, directors, officersshareholders, agents and employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claimsclaims of every type, allegationskind, causes nature, description or character, and irrespective of actionhow, costs why, or demands and liabilitiesby reason of what facts, whether heretofore existing, now existing or hereafter arising, or which could, might, or may be claimed to exist, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedname, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingenteach as though fully set forth herein at length, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account extent that they arise out of or are in any way affectingconnected to or are related to that certain Purchase Money Financing Agreement dated September 8, concerning 2021. Releasor agrees that the matters released herein are not limited to matters that are known or arising out disclosed. Releasor acknowledges that factual matters now unknown to it may have given or may hereafter give rise to Claims which are presently unknown, unanticipated and unsuspected, and it acknowledges that this Release has been negotiated and agreed upon in light of or founded upon this Amendment up to that realization and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it nevertheless hereby intends to release, discharge and acquit the Releasee from any such unknown Claims. Acceptance of this Release shall not be deemed or construed as an admission of liability by any party released. Releasor acknowledges that either (a) it has no knowledge had advice of any claim by counsel of its own choosing in negotiations for and the preparation of this release, or (b) 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 has knowingly determined that such Borrower or Guarantor against the Released Parties which advice is not released herebyneeded. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release Individual Releasor: [Name of all Claims.individual], individually Entity Releasor: By: Name: Title:

General Release. Each of the Guarantor and the Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully absolutely and unconditionally releases and forever discharges Agent the Lender, and each Lender any and their all of its respective participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors agents and assigns and all persons, firms, corporations and organizations acting on employees of any of their behalves the foregoing (collectively, the each a “Released PartiesParty”), of and from any and all claims, allegations, demands or causes of actionaction of any kind, costs nature or demands and liabilitiesdescription, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which the Guarantor and/or the Borrower has had, now has or has made claim to have against any such person for or by reason of whatever kind any act, omission, matter, cause or nature, thing whatsoever arising from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up time to and including the date on which of this Amendment is executedfor or on account of, including all such loss or damage of in relation to, or in connection with 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, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement Documents or any of the other Financing Agreements (collectivelytransactions thereunder or related thereto, all whether such claims, demands and causes of action are matured or unmatured or known or unknown. It is the intention of the foregoing are Guarantor and the Borrower in providing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specified, and in furtherance of this intention it waives and relinquishes all rights and benefits under any applicable law which provides that: “Claims”). A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her might have materially affected his settlement with the debtor.” Each Borrower of the Guarantor and Guarantor represents the Borrower, on behalf of itself and warrants its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it has no knowledge will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by it against the Guarantor and/or the Borrower pursuant to the above release. If the Guarantor and/or the Borrower or any of its successors, assigns or other legal representatives violates the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Released Parties or Party may sustain as a result of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim such violation, all reasonable attorneys’ fees and costs incurred by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes Party as a full and complete release result of all Claimssuch violation.

General Release. Each Borrower To induce the Administrative Agent and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating Lenders to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering enter into this Amendment and agreeing to the substantial concessions as set forth hereinSixth Amendment, each Borrower and each Guarantor hereby fully releases, acquits, and unconditionally releases discharges the Administrative Agent, the Lenders and forever discharges Agent and each Lender the Issuing Banks and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns assigns, subsidiary corporations, parent corporations, and related corporate divisions (all persons, firms, corporations and organizations acting on any of their behalves (collectively, the foregoing hereinafter called the “Released Parties”), of from all such actions and from any and all claims, allegations, causes of action, costs or demands and judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages, and expenses of whatever any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had heretofore or hereafter claims arising, for or because of any matter or things done, omitted or suffered to have against be done by any of the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to and including the date on which this Amendment is executedof execution hereof, including on account and in any way directly or indirectly arising out of or in any way affecting, concerning or arising out of or founded upon connect to this Sixth Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements Loan Documents, including, but not limited to, claims relating to any settlement negotiation (collectively, all of the foregoing are hereinafter called the “ClaimsReleased Matters”). Each Borrower and each Guarantor represents acknowledges that the agreements in this section are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. Each Borrower, and warrants each Guarantor acknowledges that it has no knowledge not relied, in executing the release set forth in this section, upon any representations, warranties, or conditions by the Administrative Agent, the Lenders, the Issuing Banks or any other Person except as are specifically set forth in this Waiver. Nothing contained herein shall be construed at any time as an admission by the Agent or any Lender of any claim by it against the Released Parties liability to any Borrower, any Guarantor 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 such Borrower or Guarantor against the Released Parties which is not released herebyother Person. Each Borrower and each Guarantor represents warrants to the Administrative Agent and warrants the Lenders, as of the date hereof, that it has not purported to transfer, assign, or otherwise convey any right, title or interest of it in any Released Matter to any other entity, and that the foregoing constitutes a full and complete release of all ClaimsReleased Matters.

General Release. Each As further inducement to Agent and Lenders to enter into this Agreement, Borrower and Guarantor may have certain Claims Guarantors hereby release Agent and Lenders as follows: (as hereinafter defineda) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers Borrower and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representativesheirs, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released "Releasing Parties”)") do hereby release, acquit and forever discharge Agent and Lenders of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, costs or demands debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses of every type, of whatever kind or kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription, or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length, which in any way, have, prior to the Effective Date, arisen out of, are connected with or contingentrelated to the Loan Documents, asserted this Agreement or unassertedany earlier and/or other agreement or document referred to therein (collectively, foreseen the "Released Claims"). (b) The agreement of the Releasing Parties, as set forth in the preceding subparagraph (a) shall inure to the benefit of the successors, assigns, insurers, administrators, agents, employees, and representatives of Agent and Lenders. (c) The Releasing Parties have read the foregoing release, fully understand the legal consequences thereof and have obtained the advice of counsel with respect thereto. The Releasing Parties further warrant and represent that they are authorized to make the foregoing release. (d) Each Releasing Party acknowledges that the foregoing release shall extend to Released Claims which the Releasing Party does not know or unforeseensuspect to exist in Releasing Party's favor at the time of executing this Agreement, matured regardless of whether such Released Claims, if known by such Releasing Party, would have materially affected such Releasing Party's decision to enter into this Agreement. Each Releasing Party acknowledges that they are familiar with Section 1542 of the Civil Code of the State of California which provides as follows: A general release does not extend to claims which the creditor does not know or unmaturedsuspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Each Releasing Party waives and relinquishes any right or benefit which it has or may have under Section 1542 of the Civil Code of the State of California and any similar provision of the statutory or non-statutory law of any other jurisdiction, to the full extent that it may lawfully waive all such rights and benefits. In connection with such waiver and relinquishment, each Releasing Party acknowledges that it is aware that it or its attorneys or agents may hereafter discover facts in addition to or different from those which it now knows or believes to exist with respect to the subject matter of this Section 5 or the other parties hereto, but that each Releasing Party intends hereby fully, finally and forever to settle, waive and release all of the Released Claims, known or unknown, suspected or unsuspected, anticipated which now exist or unanticipatedmay exist hereafter between Releasing Parties and Agent and Lenders in connection with the Loan, which such Borrower except as otherwise expressly provided in this Section 5. This foregoing release shall be and remain in effect notwithstanding the discovery or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason existence of any act such additional or omission different facts. (e) Each Releasing Party warrants and represents that it is the sole and lawful owner of all right, title and interest in and to all of the respective Released Claims released hereby and that it has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any person or entity any such claim or any portion thereof. (f) This release is not to be construed and does not constitute an admission of liability on the part of the Agent or Lenders. This release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether such claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable. The Releasing Parties specifically agree that any attempt to assert a claim barred hereby shall subject each of them, occurring prior them to the date provisions of applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action. /s/ KM /s/ MW /s/ KM Borrower's Initials Guarantor's Initials (By Xxxx Xxxxxx, authorized to initial on which this Amendment is executed, including on account behalf of or in any way affecting, concerning or arising out of or founded upon this Amendment up to each and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”every Guarantor). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defineda) against the Released The Seller Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agentdo hereby release, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases waive and forever discharges Agent discharge Scripps, their Subsidiaries and their Affiliates (including the Company, its Subsidiaries and its Affiliates) and each Lender of their successors, and their respective all of the directors, officers, employeesemployees and agents of Scripps, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors their Subsidiaries and assigns their Affiliates (including the Company and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”its Subsidiaries), and agree to hold them, and each of and them, harmless from any and all claims, allegations, claims or causes of actionaction (“Claims”) that the Seller Parties may now have or know about, costs or demands and liabilitieshereafter may learn about, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account extent arising out of or in any way affectingconnected to the valuation of Seller’s Membership Interest or the Purchase Price, concerning to Seller’s Membership Interest or Seller’s status as a Member or Seller’s rights and obligations under the Operating Agreement or the Guaranty, or otherwise arising out of or founded upon this Amendment up in any way related, in whole or in part, to and including the date on which this Amendment is executedCompany’s business, including all operations, cash distributions or governance (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, including the administration or enforcement of the LoansClaims, the Obligations“Seller Parties’ Claims”). The Seller Parties agree that the Seller Parties will not file any claim, charge, or lawsuit for the purpose of obtaining any monetary awards in connection with any such Seller Parties’ Claims. The Seller Parties acknowledge that the foregoing release includes, but is not limited to, any claim arising under any federal, state, or local law, whether statutory or judicial, or ordinance, or any administrative regulation. Notwithstanding the foregoing, nothing in this Section 4.7 shall release, waive or discharge Scripps from (A) any Claims either Seller Party has or may have arising from or relating to this Agreement, the Loan Tax Matters Agreement, the Assignment, Assumption, Guaranty Termination and Acknowledgment Agreement or the Distribution Agreements, or (B) any indemnification obligations owed by the Company to Seller’s Member Representatives as set forth in the Operating Agreement, or (C) any Claims any Seller Party or any of their Affiliates has or may have, other than the other Financing Agreements Seller Parties’ Claims. (collectivelyb) Each of Scripps and the Company and their respective Affiliates does hereby release, waive and forever discharge the Seller Parties and their Affiliates and each of their respective successors, and all of the foregoing are directors, officers, employees and agents of the Seller Parties and their Affiliates, and agrees to hold them, and each of them, harmless from any and all Claims that Scripps and the Company may now have or know about, or hereafter may learn about, to the extent arising out of or in any way connected to Seller’s Membership Interest or Seller’s status as a Member or Seller’s, the Purchaser’s and the Company’s rights and obligations under the Operating Agreement or the Guaranty, or otherwise arising out of or in any way related, in whole or in part, to the Company’s business, operations, cash distributions or governance (such Claims, the “Purchaser Claims”). Each Borrower of Scripps and Guarantor represents and warrants the Company agrees that it has no knowledge will not file any claim, charge, or lawsuit for the purpose of obtaining any claim by it against the Released Parties or of monetary awards in connection with any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released herebyPurchaser Claims. Each Borrower of Scripps and Guarantor represents and warrants the Company acknowledges that the foregoing constitutes a full and complete release includes, but is not limited to, any claim arising under any federal, state, or local law, whether statutory or judicial, or ordinance, or any administrative regulation. Notwithstanding the foregoing, nothing in this Section 4.7 shall release, waive or discharge the Seller Parties from any Claim the Company, Purchaser or SNI has or may have arising from or relating to this Agreement, the Tax Matters Agreement or the Distribution Agreements, or any Claims that the Company, Scripps or any of all their Affiliates has or may have, other than the Purchaser Claims.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinprovisions hereof, each of Borrower and, by execution of the acknowledgement attached hereto, Guarantor, hereby agree as follows (“General Release”): A. Each of Borrower and Guarantor Guarantor, for itself and on behalf of its respective successors and assigns, do hereby fully and unconditionally releases release, acquit and forever discharges Agent discharge Bank, all of Bank's predecessors in interest, and each Lender all of Bank's past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingenteach as though fully set forth herein at length (each, asserted or unasserteda “Released Claim” and collectively, foreseen or unforeseenthe “Released Claims”), matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such that Borrower or Guarantor has, had, claims to have had now has or hereafter claims to have against the Released Parties by reason of any act or omission on the part may acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower and Guarantor have executed and delivered this Amendment to Bank (hereafter, the “Release Date”), including without limitation, those Released PartiesClaims in any way arising out of, connected with or related to any and all prior credit accommodations, if any, provided by Bank, or any of themBank's predecessors in interest, occurring prior to the date on which this Amendment is executedBorrower or Guarantor, including on account of and any agreements, notes or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage documents of any kind heretofore sustained related thereto or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executedtransactions contemplated thereby or hereby, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any other agreement or document referred to herein or therein. B. Each of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents hereby acknowledge, represent and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each warrant to Bank as follows: (a) Borrower and Guarantor represents understand the meaning and warrants that effect of Section 1542 of the foregoing constitutes a full and complete release of all Claims.California Civil Code which provides:

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment provisions hereof, Borrower hereby agrees as follows (“General Release”): (a) Borrower, for itself and agreeing to the substantial concessions as set forth hereinon behalf of its successors and assigns, each Borrower and Guarantor does hereby fully and unconditionally releases release, acquit and forever discharges Agent discharge Bank, all of Bank’s predecessors in interest, and each Lender all of Bank’s past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length (each, a “Released Claim” and collectively, the “Released Claims”), that Borrower now has or contingentmay acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower has executed and delivered this Amendment to Bank (hereafter, asserted the “Release Date”), including without limitation, those Released Claims in any way arising out of, connected with or unassertedrelated to any and all prior credit accommodations, foreseen if any, provided by Bank, or unforeseenany of Bank’s predecessors in interest, matured to Borrower, and any agreements, notes or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason documents of any act kind related thereto or omission the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower hereby acknowledges, represents and warrants to Bank that it agrees to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of Bank, and Borrower hereby waives and releases all rights and benefits which it might otherwise have under any state or local laws or statutes with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims. (c) Each person signing below on behalf of Borrower acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that Borrower may have as of the Release Date. Borrower hereby acknowledges that it has had an opportunity to obtain a lawyer’s advice concerning the legal consequences of each of the provisions of this General Release. (d) Borrower hereby specifically acknowledges and agrees that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of Bank; (ii) the provisions of this General Release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of them, occurring prior this General Release shall subject Borrower to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsaction.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defineda) against Effective upon Closing, the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the Seller does hereby release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender discharge the Paragon Companies and their respective officers, directors, officersmanagers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all personsassigns, firms, corporations and organizations acting on any of in their behalves respective capacities as such (collectively, the “Released Parties”), of and from any and all Proceedings, claims, allegationsactions, causes of action, costs or demands and demands, suits, covenants, agreements, representations, obligations, costs, liabilities, expenses, losses and debts of whatever kind any nature whatsoever, both at Law and in equity, relating to any matter, Claim or nature, from the beginning of the world to the date on which this Amendment is executedright, whether presently known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor Seller has, had, claims to have ever had or hereafter claims to may have against the Released Parties by reason of any act or omission on the part of the such Released Parties, in each case arising from or relating to any of them, facts or events occurring at or prior to the date Closing, other than those obligations of the Purchaser arising under or contemplated by this Agreement, the transactions contemplated herein or under any other Transaction Document. (b) Seller shall not, and no one on which this Amendment is executedits behalf shall, including on account of assert or in file any way affectingclaim, concerning complaint, charge, suit or action against any Released Party arising out of any matter released pursuant to this Section 11.11. In the event that any claim, complaint, charge, suit or founded upon this Amendment up action is asserted or filed against a Released Party in breach hereof, such Released Party shall be entitled to and including the date on which this Amendment is executedrecover its costs, fees or expenses, including all reasonable attorney fees and costs at trial and on appeal, incurred in defending against such loss action, from the Seller. (c) The Seller acknowledges that it may hereafter discover facts different from, or damage of in addition to, those which they now believe to be true with respect to 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, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are claims released in this Section 11.11 and no such additional fact shall affect the “Claims”)validity or enforceability of the releases contained in this Section 11.11. (d) Seller acknowledges that it is fully informed and aware of its right to receive independent legal advice regarding the advisability of the releases contemplated hereby and have received such independent legal advice as they deem necessary with regard to the advisability thereof. Each Borrower and Guarantor represents and warrants The Seller further acknowledges that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions made an investigation of the Released Parties which on facts pertaining to the date hereof would be the basis releases contemplated hereby as it has deemed necessary, and, further, acknowledges that it has not relied upon any statement or representation of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsothers.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of the Administrative Agent’s and LendersXxxxxxx’ entering willingness to enter into this Amendment and agreeing to the substantial concessions as set forth hereinNinth Amendment, each Borrower Loan Party and Guarantor Xxxxxxx Xxxxxxx (“Xxxxxxx”) hereby fully and unconditionally releases and forever discharges Agent the Administrative Agent, the Lenders and each Lender the Administrative Agent’s, and their the Lender’s respective directorspredecessors, successors, assigns, officers, managers, directors, employees, subsidiaries, branches, affiliatesagents, attorneys, agents, representatives, successors and assigns and affiliates (hereinafter all persons, firms, corporations and organizations acting on any of their behalves (collectively, the above collectively referred to as the “Released PartiesLender Group”), of and from any and all claims, allegationscounterclaims, demands, damages, debts, suits, liabilities, actions and causes of actionaction of any nature whatsoever, costs including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedin equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, fixed whether absolute or contingent, asserted or unasserted, foreseen or unforeseen, matured and whether or unmatured, suspected or unsuspected, anticipated or unanticipatednot heretofore asserted, which such Borrower any Loan Party or Guarantor has, had, claims to which Xxxxxxx may have had or hereafter claims claim to have against the Released Parties by reason of any act or omission on the part of the Released PartiesLender Group in any way related to or connected with the Loan Documents and the transactions contemplated thereby, but solely with respect to events or any of them, matters occurring on or prior to the date on Ninth Amendment Effective Date. Each of the Loan Parties and Xxxxxxx expressly acknowledges that although ordinarily a general release may not extend to claims or causes of action that any Loan Party and Xxxxxxx does not know or suspect to exist in its favor, which this Amendment is executedif known by it may have materially affected its agreement hereunder, including on they have carefully considered, and taken into account in determining to enter into the above releases, the possible existence of such unknown losses or claims or causes of Action. Without limiting the generality of the foregoing, each Loan Party and Xxxxxxx expressly waives and relinquishes any and all rights and benefits such party may have or conferred upon it under any federal, state, or local statute, rule, regulation, or principle of common law or equity that provides that a release does not extend to claims or causes of action that the claimant does not know or suspect to exist in its favor at the time of providing the release or that may in any way affecting, concerning limit the effect or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence scope of the dealings among releases with respect to released claims or causes of action that such party did not know or suspect to exist in such party’s favor at the parties up to and including time of providing the date on release, which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim in each case if known by it against the Released Parties or of any facts or acts or omissions of the Released Parties may have materially affected its agreement hereunder, including, without limitation, California Civil Code § 1542, which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.provides:

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of the Agent’s and LendersXxxxxxx’ entering willingness to enter into this Amendment and agreeing to the substantial concessions as set forth hereinSixth Amendment, each Borrower Loan Party and Guarantor Xxxxxxx Xxxxxxx (“Xxxxxxx”) hereby fully and unconditionally releases and forever discharges Agent the Agent, the Lenders and each Lender the Agent’s, and their the Lender’s respective directorspredecessors, successors, assigns, officers, managers, directors, employees, subsidiaries, branches, affiliatesagents, attorneys, agents, representatives, successors and assigns and affiliates (hereinafter all persons, firms, corporations and organizations acting on any of their behalves (collectively, the above collectively referred to as the “Released PartiesLender Group”), of and from any and all claims, allegationscounterclaims, demands, damages, debts, suits, liabilities, actions and causes of actionaction of any nature whatsoever, costs including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedin equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, fixed whether absolute or contingent, asserted or unasserted, foreseen or unforeseen, matured and whether or unmatured, suspected or unsuspected, anticipated or unanticipatednot heretofore asserted, which such Borrower any Loan Party or Guarantor has, had, claims to which Xxxxxxx may have had or hereafter claims claim to have against the Released Parties by reason of any act or omission on the part of the Released PartiesLender Group in any way related to or connected with the Loan Documents and the transactions contemplated thereby, but solely with respect to events or any of them, matters occurring on or prior to the date on Sixth Amendment Effective Date. Each of the Loan Parties and Xxxxxxx expressly acknowledges that although ordinarily a general release may not extend to claims or causes of action that any Loan Party and Xxxxxxx does not know or suspect to exist in its favor, which this Amendment is executedif known by it may have materially affected its agreement hereunder, including on they have carefully considered, and taken into account in determining to enter into the above releases, the possible existence of such unknown losses or claims or causes of Action. Without limiting the generality of the foregoing, each Loan Party and Xxxxxxx expressly waives and relinquishes any and all rights and benefits such party may have or conferred upon it under any federal, state, or local statute, rule, regulation, or principle of common law or equity that provides that a release does not extend to claims or causes of action that the claimant does not know or suspect to exist in its favor at the time of providing the release or that may in any way affecting, concerning limit the effect or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence scope of the dealings among releases with respect to released claims or causes of action that such party did not know or suspect to exist in such party’s favor at the parties up to and including time of providing the date on release, which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim in each case if known by it against the Released Parties or of any facts or acts or omissions of the Released Parties may have materially affected its agreement hereunder, including, without limitation, California Civil Code § 1542, which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.provides:

General Release. Each Borrower and Guarantor may have certain Claims (a) Except as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”provided by Section 12(g), of (i) Diodem hereby forever releases, waives, discharges and from relinquishes any and all claims, allegations, demands and causes of actionaction of every kind, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedcharacter and description whatsoever, whether known or unknown, liquidated or unliquidatedhowever arising, fixed or contingent, asserted which Diodem now has or unassertedhereafter may be entitled to claim against Biolase or BL Acquisition and their respective Released Parties, foreseen arising from or unforeseenin connection with any matter arising prior to the Closing Date, matured (ii) Cozean hereby forever releases, waives, discharges and relinquishes any and all claims, demands and causes of action of every kind, nature, character and description whatsoever, whether known or unmaturedunknown, suspected however arising, fixed or unsuspectedcontingent, anticipated which Cozean now has or unanticipatedhereafter may be entitled to claim against Biolase or BL Acquisition, arising from or in connection with any matter arising prior to the Closing Date, and (iii) each of Biolase and BL Acquisition hereby forever releases, waives, discharges and relinquishes any and all claims, demands and causes of action of every kind, nature, character and description whatsoever, whether known or unknown, however arising, fixed or contingent, which such Borrower party hereto now has or Guarantor hashereafter may be entitled to claim against Diodem and its Released Parties, hadarising from or in connection with any matter arising prior to the Closing Date. (b) Without limiting the generality of the foregoing, but except as provided by Section 12(g), Biolase, on behalf of itself and its Affiliates, hereby forever releases, waives, discharges and relinquishes any and all Existing Litigation Claims of every kind, nature, character and description whatsoever, whether known or unknown, however arising, fixed or contingent, which Biolase now has or claims to have had or hereafter may be entitled to assert against Diodem and each of the Diodem Released Parties from any matter or thing arising with respect to the Existing Litigation Claims prior to the Closing Date. (c) Without limiting the generality of the foregoing, but except as provided by Section 12(g), Diodem, on behalf of itself and its Affiliates, hereby forever releases, waives, discharges and relinquishes any and all Existing Litigation Claims of every kind, nature, character and description whatsoever, whether known or unknown, however arising, fixed or contingent, which Diodem or its Affiliates now has or claims to have or hereafter may be entitled to assert against Biolase and each of the Biolase Released Parties from any matter or thing arising with respect to the Existing Litigation Claims prior to the Closing Date. (d) The parties hereby acknowledge and represent that they have been informed by their attorneys of, and are personally familiar with, Section 1542 of the Civil Code of the State of California, which provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” Each of the parties hereby waives and relinquishes any and all rights and benefits under Section 1542 of the Civil Code, if any, as presently in effect and as amended from time to time hereafter, and under any successor thereto, with respect to the matters released herein. (e) Each of the parties hereby represents and warrants to the other party and its respective Released Parties that such representing party has not heretofore assigned or transferred, or purported to assign or transfer, to any other person or entity, all or any part of or any interest in any Existing Claim, including any obligation or liability of any nature, character or description whatsoever, which is or which purports to be waived, released, discharged or relinquished hereunder. Each party agrees to indemnify and to hold the other party and its respective Released Parties free and harmless from and against any Existing Claim, including any obligation or liability of any nature, character or description whatsoever, and further including the payment of attorneys’ fees and costs actually incurred, whether or not litigation is commenced, which is or may be based in whole or in part upon or arise out of or in connection with any such assignment or transfer or purported assignment or transfer. (f) Each of the parties hereby represents and warrants to the other party and agrees with the other party that, in executing and delivering this Agreement, such party is not relying, and has not relied, upon any representation, promise or statement made by anyone which is not recited, contained or embodied in this Agreement. The parties understand, agree and expressly assume the risk that any fact not recited, contained or embodied in this Agreement hereafter may turn out to be other than, different from, or contrary to the facts now known to such party or believed by such party to be true, and each of the parties further agrees that this Agreement shall be effective in all respects notwithstanding, and shall not be subject to termination, modification or rescission by reason of any act or omission on such difference in facts. (g) The releases set forth in Section 12 shall not include, and there is expressly reserved therefrom, (i) the part obligations and rights of each party under this Agreement, the Released PartiesAncillary Agreements, and the Diodem Shares, or (ii) Diodem’s claims for Past Damages. (h) Each party represents that it knows of no claim that it could assert against any other party that is not disclosed hereby. Cozean hereby represents that she knows of themno claim she has, occurring prior to the date on which this Amendment and that is executednot released hereby, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement against Biolase or any of the other Financing Agreements (collectivelyfollowing directors or officers of Biolase: Xxxxxxxx Xxxxxxxxxx, all of the foregoing are the “Claims”). Each Borrower Xxxxxx Xxxxxxxx, D.D.S., X.X., Xxxxxx d’Arbeloff, Xxxxxxx Xxxxx, Xxxxxx X. Xxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxx, and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all ClaimsXxxxx Xxxxxx.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, the Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution consummation of the transactions contemplated by this Amendment and thus each Borrower and Guarantor makes the release contained in this SectionSection 6. In consideration of Agent’s 's and Lenders’ ' entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “"Released Parties”"), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world up to and including the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including Amendment, the date on which this Amendment is executedLoan Agreement or any of the other Financing Agreements, 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 arising from, in connection with or related to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “"Claims”"). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower Shareholder hereby releases the Company (and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one any of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective its directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, affiliates, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and assigns) from any and all claims, allegationsactions, causes and proceedings against the Company (and any of actionits directors, costs or demands officers, employees, agents, representatives, affiliates, successors and liabilities, of whatever kind or nature, from the beginning assigns) which such Shareholder has as of the world Closing with respect to the date on which Letter Agreement and the transactions contemplated thereby; provided, however, that the release set forth in this Amendment is executedSection 6.1 shall not apply with respect to any obligations of the Company under this Agreement. Shareholder agrees to not bring, whether known support or unknowncontinue any such claim, liquidated action or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have proceeding against the Released Parties by reason of any act or omission on the part of the Released Parties, Company (or any of themits directors, occurring prior to the date on which this Amendment is executedofficers, including on account of or in any way affectingemployees, concerning or arising out of or founded upon this Amendment up to agents, representatives, affiliates, successors and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement assigns). The Company (or any of its directors, officers, employees, agents, representatives, affiliates, successors and assigns) may produce this document as a complete bar to any such claim, action or proceeding. Shareholder has considered the other Financing Agreements (collectively, all possibility that such Shareholder may not now fully know the nature or value of the foregoing are claims released pursuant to this Agreement. Nevertheless, Shareholder intends to assume the risk of releasing such unknown claims. TO THAT END, SHAREHOLDER, ON BEHALF OF ITSELF AND ANY OF ITS SUCCESSORS OR ASSIGNS (EACH, A “ClaimsRELEASOR”), EXPRESSLY WAIVES SHAREHOLDER’S RIGHTS UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED ITS SETTLEMENT WITH THE DEBTOR.” Further, Shareholder, on behalf of Shareholder and each Releasor, also hereby waives the benefits of, and any rights such parties may have under, any statute or common law principle of similar effect in any jurisdiction. Each Borrower [***] Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof (ii) would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimscompetitively harmful if publicly disclosed.

General Release. Each Borrower (a) Seller and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. AgentGuarantor, Lendersfor and on behalf of itself and its legal representatives, Borrowers successors and Guarantors desire to resolve each assigns, fully, unconditionally, and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinirrevocably waives, each Borrower and Guarantor hereby fully and unconditionally releases releases, relinquishes and forever discharges Agent Buyer, its parents, subsidiaries, and each Lender affiliates, its and their respective past, present and future directors, officers, managers, agents, employees, subsidiaries, branches, affiliatesinsurers, attorneys, agents, representativesrepresentatives and all of their respective heirs, successors and assigns and all personsassigns, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, manner of action or causes of action, costs or demands and suits, claims, liabilities, losses, costs, expenses, demands, judgments, damages (including compensatory and punitive damages), levies and executions of whatever kind whatsoever kind, nature and/or description arising on or naturebefore the Effective Date, from the beginning of the world to the date on which this Amendment is executed, in each case whether known or unknown, asserted or unasserted, liquidated or unliquidated, joint or several, fixed or contingent, asserted direct or unassertedindirect, foreseen contractual or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipatedtortious, which such Borrower Seller, the Guarantor, or Guarantor hasits legal representatives, hadsuccessors or assigns, claims to have ever had or hereafter claims now has or may claim to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or with respect to any matter whatsoever, including, without limitation, the Transaction Documents, the administration of themany Transaction Documents, occurring prior the negotiations relating to the date on which this Amendment is executedand the other Transaction Documents executed in connection herewith and any other instruments and agreements executed by Seller and the Guarantor in connection therewith or herewith, including arising on account of or before the Effective Date. (b) Seller and the Guarantor covenant and agree not to sxx any Released Party or in any way affectingassist any other person in suing a Released Party with respect to any claim released herein. Seller and the Guarantor understand, concerning acknowledge and agree that the release set forth in this Section may be plead as a full and complete defense to any claim described above and may be used as a basis for an injunction against any action, suit or arising out of other proceeding which may be instituted, prosecuted or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage attempted in breach of any kind heretofore sustained or provision in this Section. (c) Seller and the Guarantor acknowledge that may arise Buyer is specifically relying on the provisions contained in this Section as a consequence material inducement in entering into the Amendment. It is the express intent of Seller and the dealings among Guarantor that the parties up to and including the date on which provisions set forth in this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions Section be construed as broadly as possible in favor of the Released Parties which on so as to forever foreclose the date hereof would be the basis assertion by Seller or any Guarantor of a claim by such Borrower or Guarantor against the Released Parties which is not any claims released hereby. Each Borrower The provision of this release will survive and Guarantor represents continue to be in full force and warrants that effective irrespective of any termination of this Amendment (provided this Amendment takes effect as provided in the foregoing constitutes Section above entitled “Conditions Precedent”) or the end of the Margin Holiday Period. NY 78054083v6 82575295_8 The undersigned(s) hereby execute this document, intending to create an instrument executed under seal as of the day first set forth above. an exempted company incorporated with limited liability under the laws of the Cayman Islands By: /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxxx Title: Vice President Acknowledged and Agreed to: a full and complete release Delaware limited liability company By: /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxxx Title: Vice President /s/ Txxxxx X. Xxxxxx Name: Txxxxx X. Xxxxxx Title: Senior Vice President Purchased Asset Name Amount of all Claims.Partial Repurchase to be applied in reduction of Purchase Price Outstanding Purchase Price After Partial Repurchase as of May 28, 2020 New Purchase Price Percentage / Maximum Purchase Price Percentage Committed Future Funding* 1. One Bay Plaza $3,874,605 $39,245,395 70% / 70% $5,484,605

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating As further inducement to the Loan Agreement or the other Financing Agreements. Agent, LendersLender to enter into this Modification Agreement, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the Guarantor (by their execution of this Amendment and thus each Borrower and Guarantor makes the Guarantor’s Consent attached hereto) hereby release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions Lender as set forth hereinfollows: 8.1 Borrowers, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representativesheirs, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Releasing Parties”)) do hereby release, acquit and forever discharge Lender of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, costs or demands debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses of every type, of whatever kind or kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription, or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipatedeach as though fully set forth herein at length, which such Borrower in any way arise out of, are connected with or Guarantor hasrelated to the Loan Documents, hadthis Modification Agreement or any earlier and/or other agreement or document referred to therein or any other action, claims claim, cause of action, demand, damage or cost of whatever nature arising on or prior to the Effective Date (collectively, the “Released Claims”). 8.2 The agreement of the Releasing Parties, as set forth in the preceding subparagraph 8.1 shall inure to the benefit of the successors, assigns, insurers, administrators, agents, employees, and representatives of Lender. 8.3 The Releasing Parties have had or hereafter claims read the foregoing release, fully understand the legal consequences thereof and have obtained the advice of counsel with respect thereto. The Releasing Parties further warrant and represent that they are authorized to have against make the Released Parties by reason foregoing release. 8.4 This release is not to be construed and does not constitute an admission of any act or omission liability on the part of the Lender. This release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether such claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable. The Releasing Parties specifically agree that any attempt to assert a claim barred hereby shall subject each of them, occurring prior them to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out action. Loan No. WB13991 8.5 The Releasing Parties acknowledge and agree that they understand the meaning and effect of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence Section 1542 of the dealings among California Civil Code which provides: “A general release does not extend to claims which the parties up creditor does not know or suspect to and including exist in his or her favor at the date on time of executing the release, which this Amendment is executedif known by him or her must have materially affected his or her settlement with the debtor.” THE RELEASING PARTIES AGREE TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, including the administration or enforcement of the LoansUNANTICIPATED OR MISUNDERSTOOD DEFENSES, the ObligationsCLAIMS, the CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AGREEMENT. THE RELEASING PARTIES HEREBY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS WHICH THEY MIGHT OTHERWISE HAVE UNDER THE AFOREMENTIONED SECTION 1542 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR FLORIDA 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 RELEASING PARTIES WAIVE AND RELEASE ANY RIGHT OR DEFENSE WHICH THEY MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OF ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF ITS WAIVERS OR RELEASES HEREUNDER. /s/ SIR /s/ SIR /s/ SIR /s/ SIR Progress Way Borrower’s Initials Winter Garden Borrower’s Initials Hanging Xxxx Borrower’s Initials Goldenrod Borrower’s Initials /s/ SIR /s/ SIR /s/ SIR /s/ XXX Xxxxxxxxx Borrower’s Initials Cornerstone Core Properties, REIT, Inc.’s Initials Cornerstone Realty Advisors, LLC’s Initials Cornerstone Operating Partnership, L.P.’s Initials Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”)No. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.WB13991

General Release. Each Borrower FOR GOOD AND VALUABLE CONSIDERATION, the receipt and Guarantor may have certain Claims (as hereinafter defined) against adequacy of which are hereby acknowledged, the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent undersigned and each Lender of them (collectively “Releasor”) hereby forever releases, discharges and their respective acquits Midland American Capital Corporation (“Releasee”), its parent, directors, officersshareholders, agents and employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claimsclaims of every type, allegationskind, causes nature, description or character, and irrespective of actionhow, costs why, or demands and liabilitiesby reason of what facts, whether heretofore existing, now existing or hereafter arising, or which could, might, or may be claimed to exist, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedname, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length, to the extent that they arise out of or contingentare in way connected to or are related to that certain Factoring and Security Agreement dated March ____, asserted 2013. Releasor agrees that the matters released herein are not limited to matters which are known or unasserteddisclosed, foreseen and the Releasor waives any and all rights and benefits which it now has, or unforeseenin the future may have. Releasor acknowledges that factual matters now unknown to it may have given or may hereafter give rise to Claims which are presently unknown, matured or unmatured, suspected or unanticipated and unsuspected, anticipated and it acknowledges that this Release has been negotiated and agreed upon in light of that realization and that it nevertheless hereby intends to release, discharge and acquit the Releasee from any such unknown Claims. Acceptance of this Release shall not be deemed or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against construed as an admission of liability by any party released. In the Released Parties by reason event of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or litigation arising out of or founded upon related to this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the LoansRelease, the Obligations, prevailing party shall recover its reasonable attorney’s fees and expenses from the Loan Agreement or any unsuccessful party. It shall be presumed (subject to rebuttal only by the introduction of competent evidence to the other Financing Agreements contrary) that the amount recoverable is the amount billed to the prevailing party by its counsel and that such amount will be reasonable if based on the billing rates charged to the prevailing party by its counsel in similar matters. Releasor acknowledges that either (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that a) it has no knowledge had advice of any claim by counsel of its own choosing in negotiations for and the preparation of this release, or (b) 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 has knowingly determined that such Borrower or Guarantor against the Released Parties which advice is not released herebyneeded. Each Borrower and Guarantor represents and warrants that DATED: ___________________ BioZone Laboratories, Inc. CONTRACT EXHIBIT By: Printed Name: Title: Chief Executive Officer MIDLAND AMERICAN CAPITAL CORPORATION is hereby authorized to transfer money via wire or automated clearing house transmission into the foregoing constitutes a full and complete release of all Claimsaccount specified below. (Please fill-in information requested.) BANK: ADDRESS: CITY, STATE, ZIP: ROUTING (ABA) NO.: ACCOUNT NO.: BioZone Laboratories, Inc. By: _______________________________ Date: ________________ Exxxxx Xxxx Chief Executive Officer

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defineda) against Effective on the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinClosing, each Borrower of the Seller Parties and Guarantor hereby fully Xx. Xx, on its/his own behalf and unconditionally releases and forever discharges Agent and each Lender and their respective directorson behalf of its/his successors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all personsAffiliates and any other Person that may claim by, firms, corporations and organizations acting on any of their behalves through or under such Seller Party (collectively, the “Released Seller Releasing Parties”), hereby (i) irrevocably waives, releases, acquits and forever discharges each Target Group Company and each of their respective present and former officers, directors, managers, employees and other agents or Representatives, and the Target Business and the Contributed Assets, from any and all claims, allegations, causes Liabilities of action, costs or demands and liabilities, of whatever any kind or nature, from nature whatsoever since the beginning of time and (ii) agrees to procure that no Seller Releasing Party will bring or voluntarily participate in or assist any Action that relates to any matter released pursuant to this Section 6.3(a). Notwithstanding the world foregoing, the Seller Releasing Parties do not waive or release any rights based upon, arising out of or relating to rights in favor of the Seller Releasing Parties created pursuant to the date on which terms of any Transaction Document. The Seller Releasing Parties understand and agree that the releases provided in this Amendment is executed, Section 6.3(a) extend to all claims released above whether known or unknown, liquidated suspected or unliquidatedunsuspected. It is the intention of the Seller Releasing Parties through this Agreement and with the advice of counsel to fully, fixed finally and forever settle and release the claims set forth above. In furtherance of such intention, the releases herein given shall be and remain in effect as full and complete releases of such matters notwithstanding the discovery of any additional claims or contingentfacts relating thereto. (b) Effective on the Closing, asserted each Buyer Party, on its own behalf and on behalf of the Target Group Companies, and its and their respective successors, assigns and Affiliates and any other Person that may claim by, through or unassertedunder such Buyer Party or any Target Group Company (collectively, foreseen the “Buyer Releasing Parties”), hereby (i) irrevocably waives, releases, acquits and forever discharges the Seller Parties and their Affiliates, and each ​ ​ ​ ​ of their respective present and former officers, directors, managers, employees and other agents or unforeseenRepresentatives, matured from any and all Liabilities of any kind or unmaturednature whatsoever since the beginning of time to the extent such Liabilities arise out of the Target Business or the Contributed Assets, and (ii) agrees to procure that no Buyer Releasing Party will, bring or voluntarily participate in or assist any Action that relates to any matter released pursuant to this Section 6.3(b). Notwithstanding the foregoing, the Buyer Releasing Parties do not waive or release any rights based upon, arising out of or relating to rights in favor of the Buyer Releasing Parties created pursuant to the terms of any Transaction Document. The Buyer Releasing Parties understand and agree that the releases provided in this Section 6.3(b) extend to all claims released above whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against . It is the Released Parties by reason of any act or omission on the part intention of the Released PartiesBuyer Releasing Parties through this Agreement and with the advice of counsel to fully, or any finally and forever settle and release the claims set forth above. In furtherance of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loansintention, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower releases herein given shall be and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a remain in effect as full and complete release releases of all Claimssuch matters notwithstanding the discovery of any additional claims or facts relating thereto.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ for Bank entering into this Amendment and agreeing to the substantial concessions as set forth hereinAmendment, each Borrower and Guarantor hereby fully and unconditionally irrevocably releases and forever discharges Agent Bank, and each Lender and their respective its successors, assigns, agents, shareholders, directors, officers, employees, subsidiariesagents, branchesattorneys, parent corporations, subsidiary corporations, affiliated corporations, affiliates, attorneysparticipants, agentsand each of them (collectively, representativesthe “Releasees”), successors and assigns from any and all personsclaims, firmsdebts, corporations liabilities, demands, obligations, costs, expenses, actions and organizations acting on causes of action, of every nature and description, known and unknown, which Borrower now has or at any time may hold, by reason of their behalves any matter, cause or thing occurred, done, omitted or suffered to be done prior to the date of this Amendment (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower hereby irrevocably waives the benefits of any and Guarantor all statutes and rules of law to the extent the same provide in substance that a general release does not extend to claims which the creditor does not know or suspect to exist in its favor at the time of executing the release, and, without limiting the foregoing, and without limiting the stipulation to governing law in Section 11 of the Loan Agreement, Borrower irrevocably waives any benefits it may have under California Civil Code Section 1542 which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” Borrower represents and warrants that it has no knowledge not assigned to any other Person any Released Claim, and agrees to indemnify Bank against any and all actions, demands, obligations, causes of any claim by it against the Released Parties action, decrees, awards, claims, liabilities, losses and costs, including but not limited to reasonable attorneys’ fees of counsel of Bank’s choice and costs, which Bank may sustain or incur as a result of any facts a breach or acts or omissions purported breach of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower foregoing representation and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimswarranty.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defineda) against Effective on the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinClosing, each Borrower of the Seller Parties and Guarantor hereby fully Xx. Xx, on its/his own behalf and unconditionally releases and forever discharges Agent and each Lender and their respective directorson behalf of its/his successors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all personsAffiliates and any other Person that may claim by, firms, corporations and organizations acting on any of their behalves through or under such Seller Party (collectively, the “Released Seller Releasing Parties”), hereby (i) irrevocably waives, releases, acquits and forever discharges each Target Group Company and each of their respective present and former officers, directors, managers, employees and other agents or Representatives, and the Target Business and the Contributed Assets, from any and all claims, allegations, causes Liabilities of action, costs or demands and liabilities, of whatever any kind or nature, from nature whatsoever since the beginning of time and (ii) agrees to procure that no Seller Releasing Party will bring or voluntarily participate in or assist any Action that relates to any matter released pursuant to this Section 6.3(a). Notwithstanding the world foregoing, the Seller Releasing Parties do not waive or release any rights based upon, arising out of or relating to rights in favor of the Seller Releasing Parties created pursuant to the date on which terms of any Transaction Document. The Seller Releasing Parties understand and agree that the releases provided in this Amendment is executed, Section 6.3(a) extend to all claims released above whether known or unknown, liquidated suspected or unliquidatedunsuspected. It is the intention of the Seller Releasing Parties through this Agreement and with the advice of counsel to fully, fixed finally and forever settle and release the claims set forth above. In furtherance of such intention, the releases herein given shall be and remain in effect as full and complete releases of such matters notwithstanding the discovery of any additional claims or contingentfacts relating thereto. (b) Effective on the Closing, asserted each Buyer Party, on its own behalf and on behalf of the Target Group Companies, and its and their respective successors, assigns and Affiliates and any other Person that may claim by, through or unassertedunder such Buyer Party or any Target Group Company (collectively, foreseen the “Buyer Releasing Parties”), hereby (i) irrevocably waives, releases, acquits and forever discharges the Seller Parties and their Affiliates, and each of their respective present and former officers, directors, managers, employees and other agents or unforeseenRepresentatives, matured from any and all Liabilities of any kind or unmaturednature whatsoever since the beginning of time to the extent such Liabilities arise out of the Target Business or the Contributed Assets, and (ii) agrees to procure that no Buyer Releasing Party will, bring or voluntarily participate in or assist any Action that relates to any matter released pursuant to this Section 6.3(b). Notwithstanding the foregoing, the Buyer Releasing Parties do not waive or release any rights based upon, arising out of or relating to rights in favor of the Buyer Releasing Parties created pursuant to the terms of any Transaction Document. The Buyer Releasing Parties understand and agree that the releases provided in this Section 6.3(b) extend to all claims released above whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against . It is the Released Parties by reason of any act or omission on the part intention of the Released PartiesBuyer Releasing Parties through this Agreement and with the advice of counsel to fully, or any finally and forever settle and release the claims set forth above. In furtherance of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loansintention, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower releases herein given shall be and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a remain in effect as full and complete release releases of all Claimssuch matters notwithstanding the discovery of any additional claims or facts relating thereto.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ for Lender entering into this Amendment and agreeing to the substantial concessions as set forth hereinAmendment, each Borrower and Guarantor each of the Guarantors (together with Borrower, individually and collectively, the “Obligor”) hereby fully and unconditionally irrevocably releases and forever discharges Agent Lender, and each Lender and their respective its successors, assigns, agents, shareholders, directors, officers, employees, subsidiariesagents, branchesattorneys, parent corporations, subsidiary corporations, affiliated corporations, affiliates, attorneysparticipants, agentsand each of them (collectively, representativesthe “Releasees”), successors and assigns from any and all personsclaims, firmsdebts, corporations liabilities, demands, obligations, costs, expenses, actions and organizations acting on causes of action, of every nature and description, known and unknown, which Obligor now has or at any time may hold, by reason of their behalves any matter, cause or thing occurred, done, omitted or suffered to be done prior to the date of this Amendment (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower Obligor hereby irrevocably waives the benefits of any and Guarantor all statutes and rules of law to the extent the same provide in substance that a general release does not extend to claims which the creditor does not know or suspect to exist in its favor at the time of exe-cuting the release, and, without limiting the foregoing, Obligor irrevocably waives any benefits it may have under California Civil Code Section 1542 which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” Obligor represents and warrants that it has no knowledge not assigned to any other Person any Released Claim, and agrees to indemnify Lender against any and all actions, demands, obligations, causes of any claim by it against the Released Parties action, decrees, awards, claims, liabilities, losses and costs, including but not limited to reasonable attorneys' fees of counsel of Lender’s choice and costs, which Lender may sustain or incur as a result of any facts a breach or acts or omissions purported breach of the Released Parties which on foregoing representation and warranty. (This Section may be referred to as the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims“Release Section”.)

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating As further inducement to the Loan Agreement or the other Financing Agreements. AgentLender to enter into this Modification Agreement, Lenders, Existing Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the Guarantor (by their execution of this Amendment and thus each Borrower and Guarantor makes the Guarantor’s Consent attached hereto) hereby release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions Lender as set forth hereinfollows: 8.1 Existing Borrowers, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representativesheirs, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Releasing Parties”)) do hereby release, acquit and forever discharge Lender of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, costs or demands debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses of every type, of whatever kind or kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription, or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipatedeach as though fully set forth herein at length, which such Borrower in any way arise out of, are connected with or Guarantor hasrelated to the Loan Documents, hadthis Modification Agreement or any earlier and/or other agreement or document referred to therein or any other action, claims claim, cause of action, demand, damage or cost of whatever nature as of the Effective Date (collectively, the “Released Claims”). 8.2 The agreement of the Releasing Parties, as set forth in the preceding subparagraph 8.1 shall inure to the benefit of the successors, assigns, insurers, administrators, agents, employees, and representatives of Lender. 8.3 The Releasing Parties have had or hereafter claims read the foregoing release, fully understand the legal consequences thereof and have obtained the advice of counsel with respect thereto. The Releasing Parties further warrant and represent that they are authorized to have against make the Released Parties by reason foregoing release. 8.4 This release is not to be construed and does not constitute an admission of any act or omission liability on the part of the Lender. This release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether such claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable. The Releasing Parties specifically agree that any attempt to assert a claim barred hereby shall subject each of them, occurring prior them to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out action. 8.5 The Releasing Parties acknowledge and agree that they understand the meaning and effect of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence Section 1542 of the dealings among the parties up to and including the date on California Civil Code which this Amendment is executedprovides: Xxxx Xx. XX 00000 THE RELEASING PARTIES AGREE TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, including the administration or enforcement of the LoansUNANTICIPATED OR MISUNDERSTOOD DEFENSES, the ObligationsCLAIMS, the CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AGREEMENT. THE RELEASING PARTIES HEREBY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS WHICH THEY MIGHT OTHERWISE HAVE UNDER THE AFOREMENTIONED SECTION 1542 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR FLORIDA 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 RELEASING PARTIES WAIVE AND RELEASE ANY RIGHT OR DEFENSE WHICH THEY MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OF ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF ITS WAIVERS OR RELEASES HEREUNDER. Progress Way Winter Garden Hanging Xxxx Goldenrod Borrower’s Borrower’s Borrower’s Borrower’s Initials Initials Initials Initials Cornerstone Core Cornerstone Realty Cornerstone Properties, REIT, Advisors, LLC’s Operating Inc.’s Initials Initials Partnership, L.P.’s Initials Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”)No. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.WB 13991

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of the Administrative Agent’s and LendersXxxxxxx’ entering willingness to enter into this Amendment and agreeing to the substantial concessions as set forth hereinFifth Amendment, each Borrower Loan Party and Guarantor Xxxxxxx Xxxxxxx (“Xxxxxxx”) hereby fully and unconditionally releases and forever discharges Agent the Administrative Agent, the Lenders and each Lender the Administrative Agent’s, and their the Lender’s respective directorspredecessors, successors, assigns, officers, managers, directors, employees, subsidiaries, branches, affiliatesagents, attorneys, agents, representatives, successors and assigns and affiliates (hereinafter all persons, firms, corporations and organizations acting on any of their behalves (collectively, the above collectively referred to as the “Released PartiesLender Group”), of and from any and all claims, allegationscounterclaims, demands, damages, debts, suits, liabilities, actions and causes of actionaction of any nature whatsoever, costs including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedin equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, fixed whether absolute or contingent, asserted or unasserted, foreseen or unforeseen, matured and whether or unmatured, suspected or unsuspected, anticipated or unanticipatednot heretofore asserted, which such Borrower any Loan Party or Guarantor has, had, claims to which Xxxxxxx may have had or hereafter claims claim to have against the Released Parties by reason of any act or omission on the part of the Released PartiesLender Group in any way related to or connected with the Loan Documents and the transactions contemplated thereby, but solely with respect to events or any of them, matters occurring on or prior to the date on Fifth Amendment Effective Date. Each of the Loan Parties and Xxxxxxx expressly acknowledges that although ordinarily a general release may not extend to claims or causes of action that any Loan Party and Xxxxxxx does not know or suspect to exist in its favor, which this Amendment is executedif known by it may have materially affected its agreement hereunder, including on they have carefully considered, and taken into account in determining to enter into the above releases, the possible existence of such unknown losses or claims or causes of Action. Without limiting the generality of the foregoing, each Loan Party and Xxxxxxx expressly waives and relinquishes any and all rights and benefits such party may have or conferred upon it under any federal, state, or local statute, rule, regulation, or principle of common law or equity that provides that a release does not extend to claims or causes of action that the claimant does not know or suspect to exist in its favor at the time of providing the release or that may in any way affecting, concerning limit the effect or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence scope of the dealings among releases with respect to released claims or causes of action that such party did not know or suspect to exist in such party’s favor at the parties up to and including time of providing the date on release, which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim in each case if known by it against the Released Parties or of any facts or acts or omissions of the Released Parties may have materially affected its agreement hereunder, including, without limitation, California Civil Code § 1542, which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.provides:

General Release. Each Borrower Loan Party hereby acknowledges and Guarantor may have certain Claims agrees that: (as hereinafter defineda) neither it nor any of its Affiliates has any claim or cause of action against the Released Parties any Agent or any Lender (as hereinafter definedor any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve (b) each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender has heretofore properly performed and their respective directorssatisfied in a timely manner all of its obligations to such Loan Party and its Affiliates under the Financing Agreement and the other Loan Documents. Notwithstanding the foregoing, officersthe Agents and the Lenders wish (and each Loan Party agrees) to eliminate any possibility that any past conditions, employeesacts, subsidiariesomissions, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on events or circumstances would impair or otherwise adversely affect any of their behalves the Agents' and the Lenders' rights, interests, security and/or remedies under the Financing Agreement and the other Loan Documents. Accordingly, for and in consideration of the agreements contained in this Waiver and Consent and other good and valuable consideration, each Loan Party (for itself and its Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “"Releasors") does hereby fully, finally, unconditionally and irrevocably release and forever discharge each Agent, each Lender and each of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively, the "Released Parties”), of and ") from any and all debts, claims, allegationsobligations, damages, costs, attorneys' fees, suits, demands, liabilities, actions, proceedings and causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedin each case, whether known or unknown, liquidated contingent or unliquidatedfixed, fixed direct or contingentindirect, asserted and of whatever nature or unasserteddescription, foreseen and whether in law or unforeseenin equity, matured under contract, tort, statute or unmatured, suspected or unsuspected, anticipated or unanticipatedotherwise, which such Borrower or Guarantor has, had, claims to have any Releasor has heretofore had or now or hereafter claims to can, shall or may have against the any Released Parties Party by reason of any act act, omission or omission thing whatsoever done or omitted to be done on or prior to the part of Waiver Effective Date arising out of, connected with or related in any way to this Waiver and Consent, the Released PartiesFinancing Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of themany Agent or any Lender contained therein, occurring or the possession, use, operation or control of any of the assets of each Loan Party, or the making of any Loans or other advances, or the management of such Loans or advances or the Collateral on or prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all ClaimsWaiver Effective Date.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, the Lenders, Borrowers Borrower and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution consummation of the transactions contemplated by this Amendment and thus each Borrower and Guarantor makes the release contained in this SectionSection 11. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world up to and including the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including Amendment, the date on which this Amendment is executedLoan Agreement or any of the other Financing Agreements, 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 arising from, in connection with or related to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower Borrower, on behalf of itself and Guarantor may have certain Claims on behalf of its Subsidiaries, successors, assigns, legal representatives and financial advisors (as hereinafter defined) against collectively, the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent“Releasing Parties”), Lendershereby releases, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases acquits and forever discharges Agent Agent, the Lenders and each Lender and of their respective past and present directors, officers, employees, subsidiariesagents, branchesattorneys, affiliates, attorneyspredecessors, agentssuccessors, representatives, successors administrators and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), ) of and from any and all claims, allegationsactions, causes of action, costs or demands demands, rights, damages, costs, loss of service, expenses and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had compensation whatsoever heretofore or hereafter claims arising from any events or occurrences, or anything done, omitted to have against the Released Parties be done, or allowed to be done by reason of any act or omission on the part of the Released Parties, on or before the date of execution of this Agreement, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of themthe same arising from or related to anything done, occurring prior omitted to be done, or allowed to be done by any of the date on which this Amendment is executed, including on account of or Released Parties and in any way affecting, concerning or arising out of or founded upon connected with this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the Loan Documents, any other Financing Agreements (collectivelycredit facilities provided or not provided, all any advances made or not made, or any past or present deposit or other accounts of any Releasing Party with any Released Party and the handling of the foregoing are same by any Released Party, including, without limitation, the manner and timing in which items were deposited or credited thereto or funds transferred therefrom or made available to any of the Releasing Parties, the honoring or returning of any checks drawn on any account, and any other dealings between the Releasing Parties and the Released Parties (the “ClaimsReleased Matters”). Releasing Parties each further agree never to commence, aid or participate in (except to the extent required by order or legal process issued by a court or governmental agency of competent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. In furtherance of this general release, Releasing Parties each acknowledge and waive the benefits of California Civil Code Section 1542 (and all similar ordinances and statutory, regulatory, or judicially created laws or rules of any other jurisdiction), which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Releasing Parties each agree that this waiver and release is an essential and material of this Agreement, and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the Released Matters. Each Borrower and Guarantor Releasing Party represents and warrants that it has no knowledge of not purported to convey, transfer or assign any claim by it against the right, title or interest in any Released Parties Matter to any other person 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 such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower entity and Guarantor represents and warrants that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to all Claimsunknown or unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Matters.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. A. In consideration of Agent’s the agreements of Bank contained herein and Lenders’ entering into this Amendment for other good and agreeing to valuable consideration, the substantial concessions as set forth hereinreceipt and sufficiency of which is hereby acknowledged, each Borrower Borrower, on behalf of itself and Guarantor hereby fully its successors, assigns and unconditionally releases its present and forever discharges Agent and each Lender and their respective former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Borrower and all such other persons being hereinafter referred to collectively as “Releasors” and individually as a “Releasor”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Bank, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, branchesdivisions, affiliatespredecessors, directors, officers, attorneys, agentsemployees, representatives, successors agents and assigns other representatives (Bank and all persons, firms, corporations such other persons being hereinafter referred to collectively as “Releasees” and organizations acting on any of their behalves (collectively, the individually as a “Released PartiesReleasee”), of and from any and all claimsdemands, allegationsactions, causes of action, costs or suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilitiesliabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of whatever kind or every name and nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipatedboth at law and in equity, which such Borrower or Guarantor has, had, claims to have had Releasors may now or hereafter claims own, hold, have or claim to have against the Released Parties Releasees or any of them for, upon, or by reason of any act circumstance, action, cause or omission thing whatsoever that arises at any time on or before the part day and date of the Released Partiesthis Waiver and Amendment for or on account of, or any of themin relation to, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or in connection with any of the Loan Documents or transactions thereunder or related thereto or hereunder. B. It is the intention of Borrower that this Waiver and Amendment and the release set forth above shall constitute a full and final accord and satisfaction of all claims that Releasors may have or hereafter be deemed to have against Releasees as set forth herein. In furtherance of this intention, Borrower, on behalf of itself and each other Financing Agreements (collectivelyReleasor, all expressly waives any statutory or common law provision that would otherwise prevent the release set forth above from extending to claims that are not currently known or suspected to exist in any Releasor’s favor at the time of executing this Waiver and Amendment and which, if known by Releasors, might have materially affected the agreement as provided for hereunder. Borrower, on behalf of itself and each other Releasor, acknowledges that it is familiar with section 1542 of California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Borrower, on behalf of itself and each other Releasor, waives and releases any rights or benefits that it may have under section 1542 to the full extent that it may lawfully waive such rights and benefits, and Borrower, on behalf of itself and each other Releasor, acknowledges that it understands the significance and consequences of the foregoing are waiver of the “Claims”). Each Borrower provisions of section 1542 and Guarantor represents and warrants that it has no knowledge been advised by its attorney as to the significance and consequences 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 such this waiver. C. Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower understands, acknowledges and Guarantor represents and warrants agrees that the foregoing constitutes release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding that may be instituted, prosecuted or attempted in breach of the provisions of such release. D. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. E. Borrower, on behalf of itself and its successors, assigns and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower pursuant to this Section 13. If Borrower or any of its successors, assigns or other legal representations violates the foregoing covenant, Borrower, for itself and each other Releasor, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all Claimsattorneys’ fees and costs incurred by any Releasee as a result of such violation.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent Debtor and each Lender Guarantor, and each of their respective successors, assigns, directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves agents (collectively, the “Releasing Parties”), fully, finally, and forever releases and discharges Bank and its representatives together with Bank’s respective successors, assigns, directors, officers, employees, agents (collectively, “Released Parties”), of and ) from any and all claims, allegationsactions, causes of action, costs or demands claims, debts, demands, liabilities, obligations, and liabilitiessuits, of whatever kind or nature, from in law or equity arising under or in a manner in connection with the beginning of Borrower Loan or Borrower Loan Documents, that Releasing Parties have or in the world to the date on which this Amendment is executedfuture may have, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which of this Amendment Agreement. It is executed, including on account the intention of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including Releasing Parties that the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise above release shall be effective as a consequence full and final release of each and every matter specifically and generally referred to above. Each Releasing Party acknowledges and represents that it, he or she has been advised by independent legal counsel with respect to the dealings among agreements contained herein and with respect to the parties up provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR.” Each Releasing Party, being aware of said code section, expressly waives any and all rights it, he or she may have thereunder, as well as under any other statute or common law principle of similar effect, with respect to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”)matters released herein. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of This general release shall act as a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.included claims, rights and causes of action, whether such claims are currently known, unknown, foreseen or unforeseen and regardless of any present lack of knowledge as to such claims. Each Releasing Party understands and acknowledges the significance and consequence of this waiver of California Civil Code Section 1542, and hereby assumes full responsibility for any injuries, damages, losses or liabilities released herein. Borrower’s Initials: Guarantor’s Initials

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter definedcollectively, the "Releasing Parties") against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agentreleases, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases acquits and forever discharges Agent Lender, and each Lender of its respective past and their respective present directors, officers, employees, subsidiariesagents, branchesattorneys, affiliates, attorneyspredecessors, agentssuccessors, representatives, successors administrators and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “"Released Parties”), ") of and from any and all claims, allegationsactions, causes of action, costs or demands demands, rights, damages, costs, loss of service, expenses and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had compensation whatsoever heretofore or hereafter claims arising from any events or occurrences, or anything done, omitted to have against the Released Parties be done, or allowed to be done by reason of any act or omission on the part of the Released Parties, on or before the date of execution of this Amendment, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of themthe same arising from or related to anything done, occurring prior omitted to be done, or allowed to be done by any of the date on which this Amendment is executed, including on account of or Released Parties and in any way affecting, concerning or arising out of or founded upon connected with this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectivelyLoan Documents, all or any of the foregoing transactions described herein or therein (the "Released Matters"); provided, however, that (A) Releasing Parties shall retain their rights to funds in deposit accounts held with Lender, as applicable, funds in transit for deposit into any such account and any refunds to which such Releasing Party is entitled to, subject to in each case any applicable security interests of Lender therein, and any right of offset or recoupment with respect thereto, and (B) Released Matters shall not include Lender's obligations under the Loan Documents or any other contracts or agreements between Lender and Releasing Parties from and after the effectiveness of this Amendment. Releasing Parties each further agree never to commence, aid or participate in (except to the extent required by order or legal process issued by a court or governmental agency of competent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. Releasing Parties each agree that this waiver and release is an essential and material of this Amendment, and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the “Claims”)Released Matters. Each Borrower and Guarantor Releasing Party represents and warrants that it has no knowledge of not purported to convey, transfer or assign any claim by it against the right, title or interest in any Released Parties Matter to any other person 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 such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower entity and Guarantor represents and warrants that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to all Claims.unknown or unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Matters. ​

General Release. Each Borrower Effective as of, and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating subject to the Loan Agreement or occurrence of, the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinEffective Time, each Borrower of United (solely on behalf of itself and Guarantor its Affiliate that is a Company Member, and not on behalf of any other Company Member or any other Person) and SVF Party (solely on behalf of itself and its Affiliate that is a Company Member, and not on behalf of any other Company Member or any other Person) (each such Party and its applicable Affiliate, a “Releasor”) acknowledges and agrees that: (a) Such Releasor hereby fully irrevocably and unconditionally forever waives, releases and forever discharges Agent the Company and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves its Subsidiaries (collectively, the “Released PartiesReleasees”), of and ) from any and all claims, allegationsliabilities, obligations, controversies, damages or causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs or demands and liabilitiesincurred) of any nature whatsoever, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated existing or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements prospective (collectively, all of the foregoing are the “Claims”). Each Borrower , whether in law or in equity, in each case to the extent related to the Company or the Company Subsidiaries and Guarantor represents arising out of facts and warrants circumstances that it has no knowledge occurred prior to the Effective Time and arising from (A) such Releasor’s ownership of Company Units, or (B) any claim by it against Contract (including any Terminated Company Affiliate Arrangement) between such Releasor and the Released Parties Company 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 such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants Company Subsidiary; provided, however, that the foregoing constitutes release shall not cover, apply to or affect (x) any Claims arising out of facts and circumstances that occurred from and after the Effective Time, (y) any Claims arising from this Agreement or any Related Agreement, and (z) any Claims which may not be waived as a full matter of Law. (b) Such Releasor has had the opportunity to be advised by legal counsel and complete 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. (c) Such Releasor hereby waives and relinquishes any rights and benefits that such Releasor may have under Section 1542 or any similar statute or common law principle of any jurisdiction. Such Releasor acknowledges that it may hereafter discover facts in addition to or different from those that Releasor now knows or believes to be true with respect to the subject matter of the release set forth in this Section 8.22, but it is such Releasor’s intention, subject to Section 8.22(a), to fully and finally and forever settle and release any and all Claims that do now exist, may exist or heretofore have existed with respect to the subject matter of all Claimsthe release set forth in this Section 8.22.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, the Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this SectionSection 7. In consideration of Agent’s 's and Lenders’ ' entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “"Released Parties”"), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world up to and including the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including Amendment, the date on which this Amendment is executedLoan Agreement or any of the other Financing Agreements, 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 arising from, in connection with or related to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “"Claims”"). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower (a) Effective upon, and Guarantor may have certain Claims (as hereinafter defined) against conditioned upon the Released Parties (as hereinafter defined) regarding or relating to occurrence of, the Loan Agreement or the other Financing Agreements. AgentClosing, LendersSeller, Borrowers on Seller’s own behalf and Guarantors desire to resolve each and every one on behalf of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of AgentSeller’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinheirs, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directorssuccessors, officerstrustees, employeesexecutors, subsidiariesadministrators, branches, affiliates, attorneys, agents, representatives, successors and assigns and all personsany other Person that may claim by, firms, corporations and organizations acting on any of their behalves through or under Seller (collectively, the “Released Releasing Parties”), hereby (i) irrevocably waives, releases, acquits and forever discharges the Company and each of their respective present and from former officers, directors, managers, employees and other agents (collectively, the “Releasees”) from, any and all claims, allegations, causes Liabilities of action, costs or demands and liabilities, of whatever any kind or naturenature whatsoever arising on or prior to the Closing and (ii) agrees that no Releasing Party will bring or voluntarily participate in or assist any Proceeding that relates to any matter released pursuant to this Section 6.3. Notwithstanding the foregoing, from the beginning Releasing Parties do not waive or release (i) any rights based upon, arising out of or relating to rights in favor of the world Releasing Parties created pursuant to the date on which terms of this Amendment is executedAgreement and the Transaction Documents, or the transactions contemplated hereunder or thereunder, (ii) rights to any unpaid ordinary course employment compensation due to such Releasing Party or (iii) except as otherwise provided in Section 9.10, any rights to indemnification pursuant to the organizational documents of the Company as a result of such Releasing Party’s service to the Company. (b) The Releasing Parties understand and agree that the releases provided in Section 6.3(a) above extend to all claims released above whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected. As to those matters released herein only, anticipated or unanticipatedthe Releasing Parties waive and relinquish any and all rights they may have under California Civil Code Section 1542, which such Borrower 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 Releasing Parties hereto expressly waive and release any rights and benefits which they have or Guarantor has, had, claims to may have had under any similar Law or hereafter claims to have against the Released Parties by reason rule of any act or omission on other jurisdiction pertaining to the part matters released herein. It is the intention of the Released PartiesReleasing Parties through this Agreement and with the advice of counsel to fully, or any finally and forever settle and release the claims set forth above. In furtherance of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loansintention, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower releases herein given shall be and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a remain in effect as full and complete release releases of all Claimssuch matters notwithstanding the discovery of any additional claims or facts relating thereto.

General Release. Each Borrower Equity Holder hereby releases irrevocably and Guarantor forever discharges each of Parent, the Company, the Company Subsidiary, the Company Stockholders’ Representative, their respective Affiliates, and any and all of their respective officers, directors, managers, principals, advisors, attorneys, accountants, investment banks, agents, employees or other representatives, predecessors, successors, assigns and heirs (the “Released Parties”) of, from or with respect to any and all claims, obligations, liabilities or damages of any nature whatsoever, in Law or in equity, suspected or unsuspected, known or unknown, contingent or fixed, whether due or to become due, that such Equity Holder or any of its Affiliates have had, now have or may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding at any future time by reason of any cause, matter, thing, act, omission or relating conduct occurring or existing at any time on or prior to the Loan Agreement Closing, including with respect to such Equity Holder’s shares of Company Capital Stock (or other equity securities of the other Financing Agreements. AgentCompany held by such Equity Holder or its Affiliates) or with respect to any claim by such Equity Holder that the allocation of Common Stock Merger Consideration, LendersPreferred Stock Merger Consideration or Warrant Merger Consideration, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with as applicable, among the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions respective Equity Holders as set forth hereinon the Allocation Statement is incorrect (all such claims, each Borrower obligations, liabilities and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directorsdamages, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released PartiesClaims”); provided, however, that nothing contained herein will operate to release any claims, obligations, liabilities or damages of any of the Released Parties (and none of the following claims, obligations, liabilities or damages shall constitute Released Claims): (a) with respect to any Common Stock Merger Consideration, Preferred Stock Merger Consideration or Warrant Merger Consideration, as applicable, such Equity Holder is entitled to receive under this Agreement; (b) such Equity Holder’s rights or remedies under this Agreement or with respect to any obligation of Parent, Merger Sub or the Surviving Corporation under or in connection with this Agreement and the transactions contemplated hereby, including the Merger; (c) to the extent accrued for on the Company’s financial books and records as of Closing, or otherwise accruing in the Ordinary Course of Business (i) any salary and compensation accrued but unpaid by the Company as of the Closing or other employee benefits to which such Equity Holder is or may be entitled from the Company, (ii) any bona fide business expense reimbursements for business expenses incurred in the Ordinary Course of Business consistent with past practices but not reimbursed as of the Closing, or (iii) any payment pursuant to any Transaction Bonus Arrangement; (d) with respect to any rights to exculpation, indemnification or advancement of expenses that such Equity Holder (or any representative of such Equity Holder who has provided services to the Group Companies as an officer or director) is entitled to from the Group Companies, pursuant to the Company Organizational Documents or any organizational document of the Company Subsidiary, director and officer insurance, applicable Law or the terms of this Agreement or other contract which provides for indemnification of such Equity Holder by the Company; (e) to the extent such Indebtedness is not repaid at Closing, with respect to any Indebtedness payable to an Equity Holder set forth on Schedule 2.4(a) of the Company Disclosure Schedules; (f) for fraud. Each Equity Holder covenants not to, directly or indirectly, xxx on, assert or pursue, or cause to be sued on, asserted or pursued, any of the Released Claims against the Released Parties. Each Equity Holder further waives any and all claimsdefenses that may be available to contest, allegations, causes of action, costs negate or demands and liabilities, of whatever kind or nature, from disaffirm the beginning actions of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have Company Stockholders’ Representative as against the Released Parties by reason of any act or omission on the part of the Released Parties, and represents that as to each and every claim released hereunder, such Equity Holder has received (or any has had the opportunity to receive) the advice of them, occurring prior legal counsel with regard to the date on which this Amendment is executedreleases contained herein, including on account of and having been so advised, or have declined seeking such advice, and in any way affectingeither case, concerning or arising out of or founded upon this Amendment up if applicable to and including such Equity Holder, such Equity Holder specifically waives the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence benefit of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement provisions of Section 1542 of the LoansCivil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. As to each and every Released Claim released hereunder, each Equity Holder also waives the Obligationsbenefit of each other similar provision of applicable federal or state law as well as under any other statutes or common law principles of similar effect, the Loan Agreement if any, pertaining to general releases after having been advised by legal counsel with respect thereto or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”)having declined to seek such advice. Each Borrower Equity Holder acknowledges and Guarantor represents and warrants agrees that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions each of the Released Parties which on is intended to be, and will be entitled to the date hereof would be the basis benefits of being, a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release third party beneficiary of all Claimsthis Section 6.7.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. A. In consideration of Agent’s the agreements of Bank contained herein and Lenders’ entering into this Amendment for other good and agreeing to valuable consideration, the substantial concessions as set forth hereinreceipt and sufficiency of which is hereby acknowledged, each Borrower Borrower, on behalf of itself and Guarantor hereby fully its successors, assigns and unconditionally releases its present and forever discharges Agent and each Lender and their respective former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Borrower and all such other persons being hereinafter referred to collectively as “Releasors” and individually as a “Releasor”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Bank, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, branchesdivisions, affiliatespredecessors, directors, officers, attorneys, agentsemployees, representatives, successors agents and assigns other representatives (Bank and all persons, firms, corporations such other persons being hereinafter referred to collectively as “Releasees” and organizations acting on any of their behalves (collectively, the individually as a “Released PartiesReleasee”), of and from any and all claimsdemands, allegationsactions, causes of action, costs or suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilitiesliabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of whatever kind or every name and nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipatedboth at law and in equity, which such Borrower or Guarantor has, had, claims to have had Releasors may now or hereafter claims own, hold, have or claim to have against the Released Parties Releasees or any of them for, upon, or by reason of any act circumstance, action, cause or omission thing whatsoever that arises at any time on or before the part day and date of the Released Partiesthis Waiver and Amendment for or on account of, or any of themin relation to, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or in connection with any of the Loan Documents or transactions thereunder or related thereto or hereunder. B. It is the intention of Borrower that this Waiver and Amendment and the release set forth above shall constitute a full and final accord and satisfaction of all claims that Releasors may have or hereafter be deemed to have against Releasees as set forth herein. In furtherance of this intention, Borrower, on behalf of itself and each other Financing Agreements (collectivelyReleasor, all expressly waives any statutory or common law provision that would otherwise prevent the release set forth above from extending to claims that are not currently known or suspected to exist in any Releasor’s favor at the time of executing this Waiver and Amendment and which, if known by Releasors, might have materially affected the agreement as provided for hereunder. Borrower, on behalf of itself and each other Releasor, acknowledges that it is familiar with section 1542 of California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Borrower, on behalf of itself and each other Releasor, waives and releases any rights or benefits that it may have under section 1542 to the full extent that it may lawfully waive such rights and benefits, and Borrower, on behalf of itself and each other Releasor, acknowledges that it understands the significance and consequences of the foregoing are waiver of the “Claims”). Each Borrower provisions of section 1542 and Guarantor represents and warrants that it has no knowledge been advised by its attorney as to the significance and consequences 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 such this waiver. C. Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower understands, acknowledges and Guarantor represents and warrants agrees that the foregoing constitutes release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding that may be instituted, prosecuted or attempted in breach of the provisions of such release. D. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. E. Borrower, on behalf of itself and its successors, assigns and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower pursuant to this Section 11. If Borrower or any of its successors, assigns or other legal representations violates the foregoing covenant, Borrower, for itself and each other Releasor, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all Claimsattorneys’ fees and costs incurred by any Releasee as a result of such violation.

General Release. Each Borrower Employee hereby fully, finally, and Guarantor may have certain Claims (as hereinafter defined) against completely releases Employer, its predecessors, successors, subsidiaries, stockholders and affiliates and the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agentofficers, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officersmanagers, control persons, employees, subsidiaries, branches, affiliatesagents, attorneys, agents, representatives, successors representatives and assigns and all persons, firms, corporations and organizations acting on of any of their behalves them (collectively, the “Released Parties”), of and from any and all liabilities, claims, allegationsactions, losses, expenses, demands, costs, fees, damages and/or causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedcharacter, whether now known or unknownunknown (collectively, liquidated “Claims”), arising from, relating to, or unliquidatedin any way connected with any facts or events occurring on or before the execution of this Release, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to that he may have against the Released Parties by reason of Employer or any act or omission on the part of the Released Parties, or including, but not limited to any of them, occurring prior to the date on which this Amendment is executed, including on account such Claims arising out of or in any way affectingrelated to Employee’s employment with the Employer, concerning or any affiliate thereof, or the termination of such employment, including but not limited to, any violation of any federal, state or local statute, any breach of contract, any wrongful termination, or other tort or cause of action. Employee confirms that this Release was neither procured by fraud nor signed under duress or coercion. Further, Employee waives and releases Employer from any Claims that this Release was procured by fraud or signed under duress or coercion so as to make the Release not binding. Employee understands and agrees that by signing this Release, he is giving up the right to pursue any legal Claims released herein that he may currently have against the Employer or any Released Parties, whether or not he is aware of such Claims, and specifically agrees and covenants not to bring any legal action for any Claims released herein. The only Claims that are excluded from this Release are Claims arising out of or founded upon this Amendment up to and including after the date on which of this Amendment is executedRelease, if any, including all such loss any future Claims relating to the Employer’s performance of its obligations hereunder and any Claims that cannot be waived by law; Employee does waive, however, his right to any monetary recovery if any governmental agency pursues any claims on his behalf. This Release shall not release any claim or damage cause of action arising after the date of this Release by or on behalf of the Employee for (a) any payment or other benefit that is required under this Agreement or, subject to any conditions contained therein, the terms of any kind heretofore sustained employee benefit plan covering Employee or that may arise as (b) a consequence breach of this Agreement by the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all ClaimsEmployer.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against CLAIMS EXTINGUISHED. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Upon the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. AgentEffective Date, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent Plaintiff and each Lender member of the Direct Purchaser Class also hereby expressly waives and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from releases any and all claimsprovisions, allegationsrights, causes and benefits conferred by any law of action, costs any state or demands and liabilities, of whatever kind or nature, from the beginning territory of the world United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code. Plaintiff and each member of the Direct Purchaser Class may hereafter discover facts other than or different from those that it knows or believes to be true with respect to the date on which claims that are the subject of this Amendment is executedParagraph, whether but Plaintiff and each member of the Direct Purchaser Class hereby agrees that as of the Effective Date, it expressly waives and fully, finally, and forever settles and releases as to the Shire Releasees only any known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated accrued or unanticipatedunaccrued, which contingent or non-contingent claim that would otherwise fall within the definition of Released Claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such Borrower different or Guarantor hasadditional facts. For the avoidance of doubt, hadPlaintiff and each member of the Direct Purchaser Class also hereby agrees that as of the Effective Date, it expressly waives and fully, finally, and forever settles and releases any and all claims to have had or hereafter claims to that would otherwise fall within the definition of Released Claims it may have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectivelyShire Releasees under § 17200, all et seq., of the foregoing are California Business and Professions Code or any similar, comparable, or equivalent provision of the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge law of any claim by it against the Released Parties other state or of any facts or acts or omissions territory of the United States or other jurisdiction, which claims are hereby expressly incorporated into the definition of Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinprovisions hereof, each Borrower and Guarantor each guarantor hereunder hereby fully agree as follows (“General Release”): (a) Borrower and unconditionally releases each guarantor hereunder, for itself and on behalf of its respective successors and assigns, do hereby release, acquit and forever discharges Agent discharge Bank, all of Bank’s predecessors in interest, and each Lender all of Bank’s past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingenteach as though fully set forth herein at length (each, asserted or unasserteda “Released Claim” and collectively, foreseen or unforeseenthe “Released Claims”), matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such that Borrower or Guarantor has, had, claims to have had any guarantor hereunder now has or hereafter claims to have against the Released Parties by reason of any act or omission on the part may acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower and each guarantor hereunder have executed and delivered this Amendment to Bank (hereafter, the “Release Date”), including without limitation, those Released PartiesClaims in any way arising out of, connected with or related to any and all prior credit accommodations, if any, provided by Bank, or any of themBank’s predecessors in interest, occurring prior to the date on which this Amendment is executedBorrower or any guarantor hereunder, including on account of and any agreements, notes or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage documents of any kind heretofore sustained related thereto or that may arise the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower and each guarantor hereunder hereby acknowledge, represent and warrant to Bank as a consequence follows: (i) Borrower and such guarantor understand the meaning and effect of Section 1542 of the dealings among the parties up to and including the date on California Civil Code which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.provides:

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating As further inducement to the Loan Agreement or the other Financing Agreements. Agent, LendersLender to enter into this Modification Agreement, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the Guarantor (by their execution of this Amendment and thus each Borrower and Guarantor makes the Guarantor’s Consent attached hereto) hereby release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions Lender as set forth hereinfollows: 8.1 Borrowers, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representativesheirs, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Releasing Parties”)) do hereby release, acquit and forever discharge Lender of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, costs or demands debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses of every type, of whatever kind or kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription, or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipatedeach as though fully set forth herein at length, which such Borrower in any way arise out of, are connected with or Guarantor hasrelated to the Loan Documents, hadthis Modification Agreement or any earlier and/or other agreement or document referred to therein or any other action, claims claim, cause of action, demand, damage or cost of whatever nature arising on or prior to the Effective Date (collectively, the “Released Claims”). 8.2 The agreement of the Releasing Parties, as set forth in the preceding subparagraph 8.1 shall inure to the benefit of the successors, assigns, insurers, administrators, agents, employees, and representatives of Lender. 8.3 The Releasing Parties have had or hereafter claims read the foregoing release, fully understand the legal consequences thereof and have obtained the advice of counsel with respect thereto. The Releasing Parties further warrant and represent that they are authorized to have against make the Released Parties by reason foregoing release. 8.4 This release is not to be construed and does not constitute an admission of any act or omission liability on the part of the Lender. This release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether such claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable. The Releasing Parties specifically agree that any attempt to assert a claim barred hereby shall subject each of them, occurring prior them to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out action. Loan No. WB13991 8.5 The Releasing Parties acknowledge and agree that they understand the meaning and effect of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence Section 1542 of the dealings among California Civil Code which provides: “A general release does not extend to claims which the parties up creditor does not know or suspect to and including exist in his or her favor at the date on time of executing the release, which this Amendment is executedif known by him or her must have materially affected his or her settlement with the debtor.” THE RELEASING PARTIES AGREE TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, including the administration or enforcement of the LoansUNANTICIPATED OR MISUNDERSTOOD DEFENSES, the ObligationsCLAIMS, the CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AGREEMENT. THE RELEASING PARTIES HEREBY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS WHICH THEY MIGHT OTHERWISE HAVE UNDER THE AFOREMENTIONED SECTION 1542 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR FLORIDA 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 RELEASING PARTIES WAIVE AND RELEASE ANY RIGHT OR DEFENSE WHICH THEY MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OF ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF ITS WAIVERS OR RELEASES HEREUNDER. Progress Way Borrower’s Initials Winter Garden Borrower’s Initials Hanging Xxxx Borrower’s Initials Goldenrod Borrower’s Initials Xxxxxxxxx Borrower’s Initials Cornerstone Core Properties, REIT, Inc.’s Initials Cornerstone Realty Advisors, LLC’s Initials Cornerstone Operating Partnership, L.P.’s Initials Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”)No. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.WB13991

General Release. Each As further inducement to Agent and Lenders to enter into this Agreement, Borrower and Guarantor may have certain Claims Guarantors hereby release Agent and Lenders as follows: (as hereinafter defineda) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers Borrower and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representativesheirs, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Releasing Parties”)) do hereby release, acquit and forever discharge Agent and Lenders of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, costs or demands debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses of every type, of whatever kind or kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription, or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length, which in any way, have, prior to the Effective Date, arisen out of, are connected with or contingentrelated to the Loan Documents, asserted this Agreement or unassertedany earlier and/or other agreement or document referred to therein (collectively, foreseen the “Released Claims”). (b) The agreement of the Releasing Parties, as set forth in the preceding subparagraph (a) shall inure to the benefit of the successors, assigns, insurers, administrators, agents, employees, and representatives of Agent and Lenders. (c) The Releasing Parties have read the foregoing release, fully understand the legal consequences thereof and have obtained the advice of counsel with respect thereto. The Releasing Parties further warrant and represent that they are authorized to make the foregoing release. (d) Each Releasing Party acknowledges that the foregoing release shall extend to Released Claims which the Releasing Party does not know or unforeseensuspect to exist in Releasing Party’s favor at the time of executing this Agreement, matured regardless of whether such Released Claims, if known by such Releasing Party, would have materially affected such Releasing Party’s decision to enter into this Agreement. Each Releasing Party acknowledges that they are familiar with Section 1542 of the Civil Code of the State of California which provides as follows: A general release does not extend to claims which the creditor does not know or unmaturedsuspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. (e) Each Releasing Party waives and relinquishes any right or benefit which it has or may have under Section 1542 of the Civil Code of the State of California and any similar provision of the statutory or non-statutory law of any other jurisdiction, to the full extent that it may lawfully waive all such rights and benefits. In connection with such waiver and relinquishment, each Releasing Party acknowledges that it is aware that it or its attorneys or agents may hereafter discover facts in addition to or different from those which it now knows or believes to exist with respect to the subject matter of this Section 4 or the other parties hereto, but that each Releasing Party intends hereby fully, finally, and forever to settle, waive and release all of the Released Claims, known or unknown, suspected or unsuspected, anticipated which now exist or unanticipatedmay exist hereafter between Releasing Parties and Agent and Lenders in connection with the Loan, which such Borrower except as otherwise expressly provided in this Section 4. This foregoing release shall be and remain in effect notwithstanding the discovery or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason existence of any act such additional or omission different facts. (f) Each Releasing Party warrants and represents that it is the sole and lawful owner of all right, title and interest in and to all of the respective Released Claims released hereby and that it has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any person or entity any such claim or any portion thereof. This release is not to be construed and does not constitute an admission of liability on the part of the Agent or Lenders. This release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether such claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable. The Releasing Parties specifically agree that any attempt to assert a claim barred hereby shall subject each of them, occurring prior them to the date provisions of applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action. Borrower’s Initials Guarantor’s Initials (By Xxxx Xxxxxx, authorized to initial on which this Amendment is executed, including on account behalf of or in any way affecting, concerning or arising out each and every Guarantor) [Remainder of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.page left intentionally blank]

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of the Agent’s and LendersXxxxxxx’ entering willingness to enter into this Amendment and agreeing to the substantial concessions as set forth hereinTenth Amendment, each Borrower Loan Party and Guarantor Xxxxxxx Xxxxxxx (“Xxxxxxx”) hereby fully and unconditionally releases and forever discharges Agent the Agent, the Lenders and each Lender the Agent’s, and their the Lender’s respective directorspredecessors, successors, assigns, officers, managers, directors, employees, subsidiaries, branches, affiliatesagents, attorneys, agents, representatives, successors and assigns and affiliates (hereinafter all persons, firms, corporations and organizations acting on any of their behalves (collectively, the above collectively referred to as the “Released PartiesLender Group”), of and from any and all claims, allegationscounterclaims, demands, damages, debts, suits, liabilities, actions and causes of actionaction of any nature whatsoever, costs including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedin equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, fixed whether absolute or contingent, asserted or unasserted, foreseen or unforeseen, matured and whether or unmatured, suspected or unsuspected, anticipated or unanticipatednot heretofore asserted, which such Borrower any Loan Party or Guarantor has, had, claims to which Xxxxxxx may have had or hereafter claims claim to have against the Released Parties by reason of any act or omission on the part of the Released PartiesLender Group in any way related to or connected with the Loan Documents and the transactions contemplated thereby, but solely with respect to events or any of them, matters occurring on or prior to the date on Tenth Amendment Effective Date. Each of the Loan Parties and Xxxxxxx expressly acknowledges that although ordinarily a general release may not extend to claims or causes of action that any Loan Party and Xxxxxxx does not know or suspect to exist in its favor, which this Amendment is executedif known by it may have materially affected its agreement hereunder, including on they have carefully considered, and taken into account in determining to enter into the above releases, the possible existence of such unknown losses or claims or causes of Action. Without limiting the generality of the foregoing, each Loan Party and Xxxxxxx expressly waives and relinquishes any and all rights and benefits such party may have or conferred upon it under any federal, state, or local statute, rule, regulation, or principle of common law or equity that provides that a release does not extend to claims or causes of action that the claimant does not know or suspect to exist in its favor at the time of providing the release or that may in any way affecting, concerning limit the effect or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence scope of the dealings among releases with respect to released claims or causes of action that such party did not know or suspect to exist in such party’s favor at the parties up to and including time of providing the date on release, which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim in each case if known by it against the Released Parties or of any facts or acts or omissions of the Released Parties may have materially affected its agreement hereunder, including, without limitation, California Civil Code § 1542, which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.provides:

General Release. (a) Each Borrower of Miller, the Miller Trust and Guarantor may have certain Claims CATS (as hereinafter definedeach a "Miller Releasing Party") against the Released Parties (as hereinafter defined) regarding or relating hxxxxx uncondxxxxxxlly and irrevocably releaxxx xxd forever discharges, to the Loan Agreement or fullest extent permitted by applicable law, the other Financing Agreements. AgentCompany, LendersAWI, Borrowers AES and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent Invatec and each Lender and of their respective directorssubsidiaries, affiliates, officers, directors, employees, subsidiariesagents and counsel other than Miller, branches, affiliates, attorneys, agents, representatives, successors the Miller Trust and assigns and all persons, firms, corporations and organizations acting on any of their behalves CATS (collectively, the “"AWI Released Parties”)Paxxxxx") from xxx xnd all debts, of and from any and all liabilities, obligations, claims, allegationsdemands, actions or causes of action, costs suits, judgments or demands and liabilitiescontroversies of any kind whatsoever (collectively, "Claims") against the AWI Released Parties, or any of whatever kind them, that arises out of or natureis based on any act or failure to act (INCLUDING ANY ACT OR FAILURE TO ACT THAT CONSTITUTES ORDINARY OR GROSS NEGLIGENCE OR RECKLESS OR WILLFUL, from the beginning of the world WANTON MISCONDUCT), misrepresentation, omission, transaction, fact, event or other matter occurring prior to the date hereof (whether based on which this Amendment is executedany governmental requirement or right of action, whether known at law or unknown, liquidated in equity or unliquidated, fixed or contingent, asserted or unassertedotherwise, foreseen or unforeseen, matured or unmatured, suspected known or unsuspectedunknown, anticipated accrued or unanticipatednot accrued) (collectively, "Miller Pre-settlement Matters"), including without limitation: (i) clxxxx xy the Miller Releasing Party with respect to repayment of loans or indebtedxxxx; (ii) any rights, titles and interests in, to or under any agreements, arrangements or understandings to which such Borrower the Miller Releasing Party is a party; and (iii) claims by the Miller Relxxxxxx Party with respect to dividends, violation of preempxxxx xights, or Guarantor haspayment of salaries or other compensation or in any way arising out of or in connection with the Miller Releasing Party's employment, hadif any, claims with the Company or any xx xxx subsidiaries, the cessation of that employment, the Miller Releasing Party's status, if any, as an officer, director or sxxxxxxlder of the Company or otherwise. Each Miller Releasing Party further agrees not to have had file or hereafter claims bring any litigaxxxx xn the basis of or respecting any Claim concerning any Miller Pre-settlement Matter against any AWI Released Party. Notwithsxxxxxxg anything to have the contrary contained in this Section 12(a), this Section 12 (a) shall not affect the rights of any Miller Releasing Party under this Agreement, the Voting Trust Agreemexx, xxe Stock Purchase Agreement or, except as specifically provided herein, the Shareholders' Agreement. (b) Each of AWI and AES (each an "AWI Releasing Party") hereby unconditionally and irrevocably releases and forever discharges, to the fullest extent permitted by applicable law, Miller, the Miller Trust and CATS (collectively, the "Miller Released Xxxxxes") fxxx xxy and all Claims against the Released Parties by reason of any act or omission on the part of the Released Miller Xxxxxxed Parties, or any of them, that arises out of or is basxx xx any act or failure to act (INCLUDING ANY ACT OR FAILURE TO ACT THAT CONSTITUTES ORDINARY OR GROSS NEGLIGENCE OR RECKLESS OR WILLFUL, WANTON MISCONDUCT), misrepresentation, omission, transaction, fact, event or other matter occurring prior to the date hereof (whether based on which this Amendment is executedany governmental requirement or right of action, at law or in equity or otherwise, foreseen or unforeseen, matured or unmatured, known or unknown, accrued or not accrued) (collectively, "AWI Pre-settlement Matters"), including on account without limitation: (i) claims by the AWI Releasing Party with respect to repayment of loans or indebtedness; (ii) any rights, titles and interests in, to or under any agreements, arrangements or understandings to which the AWI Releasing Party is a party; and (iii) claims by the AWI Releasing Party with respect to dividends or violation of preemptive rights or in any way affecting, concerning or arising out of or founded upon in connection with the AWI Releasing Party's status as a stockholder of the Company or otherwise. Each AWI Releasing Party further agrees not to file or bring any litigation on the basis of or respecting any Claim concerning any AWI Pre-settlement Matter against any Miller Released Party. Notwithstanding anything to the contrary contaxxxx xn this Amendment up to and including Section 12(b), this Section 12(b) shall not affect the date on which this Amendment is executed, including all such loss or damage rights 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 AWI Releasing Party under this Amendment is executed, including the administration or enforcement of the LoansAgreement, the ObligationsVoting Trust Agreement, the Loan Stock Purchase Agreement or, except as specifically provided herein, the Shareholders' Agreement. (c) Each Miller Releasing Party and each AWI Releasing Party : (i) acknowledgex xxxx he or any it fully comprehends and understands all the terms of the other Financing Agreements this Agreement and their legal effects and (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor ii) expressly represents and warrants that (A) he or it has no knowledge executed this Agreement voluntarily and without reliance on any statement or representation of any claim by other party hereto or his or its representatives and (B) he or it against had the Released Parties opportunity to consult with an attorney of his 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 such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsits choice regarding this Agreement.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating a. As a material inducement to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire Brand to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering enter into this Amendment Agreement, Cxxxxxx, on behalf of himself and agreeing to the substantial concessions as set forth hereinhis heirs, each Borrower executors, administrators, successors and Guarantor assigns, does hereby fully irrevocably and unconditionally releases release, acquit and forever discharges Agent discharge Brand, and each Lender its divisions, subsidiaries, affiliates and their respective all owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, subsidiariesrepresentatives, branches, affiliates, and attorneys, agentsacting by, representativesthrough, successors and assigns and all personsunder or in concert with Brand or any parent, firmssubsidiary or related entity, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all charges, complaints, grievances, claims, allegationsliabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs or demands and liabilitiesactually incurred), of whatever kind or natureany nature whatsoever, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated joint or unanticipatedseveral, which such Borrower Cxxxxxx has had or Guarantor has, may hereafter claim to have had, claims to have had or hereafter claims to have against the Released Parties Brand by reason of any act matter, act, omission, cause or omission on event whatever from the part beginning of time to the Resignation Date (“Claims”); other than those obligations set forth in this Agreement. Cxxxxxx further acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and release is knowing and voluntary. Cxxxxxx agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Cxxxxxx acknowledges that the consideration given for this waiver and release Agreement is in addition to anything of value to which Cxxxxxx was already entitled. Cxxxxxx further acknowledges that he has been advised by this writing that: (a) he should consult with an attorney prior to executing this Agreement; (b) he has twenty-one (21) days within which to consider this Agreement; (c) he has seven (7) days following the execution of this Agreement by the parties to revoke the Agreement; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Cxxxxxx from challenging or seeking a determination in good faith of the Released Partiesvalidity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. In the event Cxxxxxx signs this Agreement and returns it to the Company in less than the 21-day period identified above, Cxxxxxx hereby acknowledges that he has freely and voluntarily chosen to waive the time period allotted for considering this Agreement. b. As a material inducement to Cxxxxxx to enter into this Agreement, Brand, and its divisions, subsidiaries, affiliates and all predecessors, successors, assigns and agents, to the extent permissible by law, do hereby irrevocably and unconditionally release, acquit and forever discharge Cxxxxxx, from any and all charges, complaints, grievances, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, known or unknown, suspected or unsuspected, joint or several, which Brand has had or may hereafter claim to have had, against Cxxxxxx by reason of any matter, act, omission, cause or event whatever from the beginning of time to the Resignation Date (“Claims”); other than those obligations of Cxxxxxx set forth in this Agreement. This release and waiver of Claims specifically includes, but without limiting the foregoing general terms, the following: Any and all Claims which might have been asserted by Cxxxxxx in any suit, claim, or any of themcharge, occurring prior to the date on which this Amendment is executed, including for or on account of any matter or in any way affecting, concerning or arising out of or founded upon this Amendment things whatsoever that has occurred up to and including the date on which of this Amendment is executedAgreement, including under any and 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 executedlaws, including the administration or enforcement of the Loansstatutes, the Obligationsorders, the Loan Agreement regulations, or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties Claim in contract 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 such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimstort.

General Release. Each Borrower As an inducement to and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s Merger Sub and Lenders’ Parent entering into this Amendment and agreeing to the substantial concessions as set forth hereinMerger Agreement, each Borrower and Guarantor Stockholder hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective of the Company, its directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representativesrepresentatives and employees (each, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “a "Released Parties”), of and Person") from any and all claims, allegationssuits, demands, causes of action, costs or demands and liabilitiescontracts, covenants, obligations, debts, costs, expenses, attorneys' fees, liabilities of whatever kind or naturenature in law or equity, from the beginning of the world to the date on which this Amendment is executed, by statute or otherwise whether now known or unknown, liquidated or unliquidated, fixed vested or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated which have existed or unanticipatedmay have existed, or which such Borrower do exist or Guarantor hasmay exist in the future ("Claims"), had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on kind, except the part of the Released Parties, or any of them, occurring prior Claims released hereunder shall not include (x) Claims to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or extent arising out of actions taken or founded upon this Amendment up to and including the date on omissions made fraudulently or in bad faith by such Released Person which this Amendment is executedmay arise or have arisen for any reason whatsoever, including but not limited to any Claim arising in connection with any transaction contemplated under the Merger Agreement and any related documents thereto and (y) any Claim the undersigned is permitted to make for indemnification pursuant to Section 7.7 of the Merger Agreement. By consenting to this Agreement, each Stockholder hereby acknowledges that it intends that this Agreement shall be an effective bar to each and every one of the Claims herein mentioned or implied above. Each Stockholder expressly consents that this Agreement shall be given full force and effect according to each and all such loss of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims herein mentioned or damage of implied above. Further, each Stockholder agrees that in the event that it should bring a Claim in which it seeks damages against the Company (or, its stockholders and/or directors as the case may be), or in the event that it seeks to recover against the Company (or its stockholders and/or directors as the case may be), in any kind heretofore sustained or that may arise Claim brought by a governmental agency on your behalf, this Agreement shall serve as a consequence of the dealings among the parties up complete defense to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower and Guarantor may have certain Claims Obligor (as hereinafter definedcollectively, the “Releasing Parties”) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agentreleases, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases acquits and forever discharges the Agent and each Lender Lender, and each of their respective past and present directors, officers, employees, subsidiariesthe agents, branchesattorneys, affiliates, attorneyspredecessors, agentssuccessors, representatives, successors administrators and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), ) of and from any and all claims, allegationsactions, causes of action, costs demands, rights, damages, costs, loss of service, expenses and compensation (each individually, a “Claim” and collectively, “Claims”) of any kind whatsoever heretofore or demands and liabilitieshereafter arising from any events or occurrences, of whatever kind or natureanything done, from the beginning omitted to be done, or allowed to be done by any of the world to Released Parties, in each case, on or before the date on which this Amendment is executedhereof, whether known WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, as of the date hereof, that the Releasing Parties (or unknown, liquidated any of them) has or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to may have against the Released Parties by reason of any act or omission on the part of the Released Parties, (or any of them) in connection with the Loan Documents or the transactions contemplated thereby (the “Released Matters”); provided, occurring prior however, that Released Matters shall not include, and nothing contained herein shall release any Released Party from, any Claims arising with respect to the date on which obligations under this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the ObligationsAgreement, the Loan Agreement Documents or any other contracts, documents, instruments or agreements from and after the Sixth Amendment Effective Date. Releasing Parties each further agree never to commence, aid or participate in (except to the extent required by order or legal process issued by a court or governmental agency of competent jurisdiction) any legal action or other proceeding with respect to the other Financing Agreements (collectivelyReleased Matters. Releasing Parties each agree that this waiver and release is an essential and material of this Amendment, all and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the foregoing are the “Claims”)Released Matters. Each Borrower and Guarantor Releasing Party represents and warrants that it has no knowledge of not purported to convey, transfer or assign any claim by it against the right, title or interest in any Released Parties Matter to any other person 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 such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower entity and Guarantor represents and warrants that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to all Claimsunknown or unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Matters.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing the benefits provided to the substantial concessions Borrower under the terms and provisions hereof, the Borrower and the Guarantor each hereby agree as set forth hereinfollows (“General Release”): The Borrower and the Guarantor hereunder, for themselves and on behalf of their respective successors and assigns, each Borrower and Guarantor hereby fully and unconditionally releases release, acquit and forever discharges Agent discharge the Bank, all of the Bank’s predecessors in interest, and each Lender all of the Bank’s past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingenteach as though fully set forth herein at length (each, asserted or unasserteda “Released Claim” and collectively, foreseen or unforeseenthe “Released Claims”), matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such that the Borrower or the Guarantor hashereunder now has or may acquire as of the later of: (i) the date this letter becomes effective through the satisfaction (or waiver by the Bank) of all conditions hereto; or (ii) the date that the Borrower and the Guarantor hereunder have executed and delivered this letter to the Bank (hereafter, hadthe “Release Date”), claims including without limitation, those Released Claims in any way arising out of, connected with or related to have had any and all-prior credit accommodations, if any, provided by the Bank, or hereafter claims any of the Bank’s predecessors in interest, to have against the Released Parties by reason Borrower or the Guarantor hereunder, and any agreements, notes or documents of any act kind related thereto or omission the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. The Borrower and the Guarantor each hereby acknowledge, represent and warrant to the Bank as follows: The Borrower and the Guarantor each understand the meaning and effect of Section 1542 of the California Civil Code which provides: With regard to Section 1542 of the California Civil Code, the Borrower and the Guarantor each agree to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of the Bank, and both the Borrower and the Guarantor each hereby waive and release all rights and benefits which they might otherwise have under Section 1542 of the California Civil Code with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims. Each person signing below on behalf of the Borrower or the Guarantor hereunder acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each ‘such realizes that they are releasing any and all Released Claims that the Borrower or the Guarantor may have as of the Release Date. The Borrower and the Guarantor hereunder hereby acknowledge that each of them has had an opportunity to obtain a lawyer’s advice concerning the legal consequences of each of the provisions of this General Release. The Borrower and the Guarantor hereunder hereby specifically acknowledge and agree that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of the Bank; (ii) the provisions of this General Release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of them, occurring prior this General Release shall subject the Borrower and the Guarantor hereunder to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsaction.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinprovisions hereof, each Borrower and Guarantor each guarantor hereunder hereby fully agree as follows ("General Release"): (a) Borrower and unconditionally releases each guarantor hereunder, for itself and on behalf of its respective successors and assigns, do hereby release, acquit and forever discharges Agent discharge Bank, all of Bank's predecessors in interest, and each Lender all of Bank's past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingenteach as though fully set forth herein at length (each, asserted or unasserteda "Released Claim" and collectively, foreseen or unforeseenthe "Released Claims"), matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such that Borrower or Guarantor has, had, claims to have had any guarantor hereunder now has or hereafter claims to have against the Released Parties by reason of any act or omission on the part may acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower and each guarantor hereunder have executed and delivered this Amendment to Bank (hereafter, the "Release Date"), including without limitation, those Released PartiesClaims in any way arising out of, connected with or related to any and all prior credit accommodations, if any, provided by Bank, or any of themBank's predecessors in interest, occurring prior to the date on which this Amendment is executedBorrower or any guarantor hereunder, including on account of and any agreements, notes or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage documents of any kind heretofore sustained related thereto or that may arise the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower and each guarantor hereunder hereby acknowledge, represent and warrant to Bank as a consequence follows: (i) Borrower and such guarantor understand the meaning and effect of Section 1542 of the dealings among the parties up to and including the date on California Civil Code which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.provides:

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating a. As a material inducement to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire ESW to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering enter into this Amendment Agreement, Kolaric, on behalf of himself and agreeing to the substantial concessions as set forth hereinhis heirs, each Borrower executors, administrators, successors and Guarantor assigns, does hereby fully irrevocably and unconditionally releases release, acquit and forever discharges Agent discharge ESW, and each Lender its divisions, subsidiaries, affiliates and their respective all owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, subsidiariesrepresentatives, branches, affiliates, and attorneys, agentsacting by, representativesthrough, successors and assigns and all personsunder or in concert with ESW or any parent, firmssubsidiary or related entity, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all charges, complaints, grievances, claims, allegationsliabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs or demands and liabilitiesactually incurred), of whatever kind or natureany nature whatsoever, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated joint or unanticipatedseveral, which such Borrower Kolaric has had or Guarantor has, may hereafter claim to have had, claims to have had or hereafter claims to have against the Released Parties ESW by reason of any act matter, act, omission, cause or omission on event whatever from the part beginning of time to the Released PartiesResignation Date ("Claims"); other than those obligations set forth in this Agreement. Kolaric acknowledges that the consideration given for this waiver and release Agreement is in addition to anything of value to which Kolaric was already entitled. Kolaric further acknowledges that he has been advised by this writing that: (a) he should consult with an attorney PRIOR to executing this Agreement; (b) he has twenty-one (21) days within which to consider this Agreement; (c) he has seven (7) days following the execution of this Agreement by the parties to revoke the Agreement; (d) this Agreement shall not be effective until after the revocation period has expired. In the event Kolaric signs this Agreement and returns it to the Company in less than the 21-day period identified above, Kolaric hereby acknowledges that he has freely and voluntarily chosen to waive the time period allotted for considering this Agreement. b. As a material inducement to Kolaric to enter into this Agreement, and except in cases of fraud or gross negligence, ESW, and its divisions, subsidiaries, affiliates and all predecessors, successors, assigns and agents, to the extent permissible by law, do hereby irrevocably and unconditionally release, acquit and forever discharge Kolaric, from any and all charges, complaints, grievances, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs actually incurred), of any nature whatsoever, known or unknown, suspected or unsuspected, joint or several, which ESW has had or may hereafter claim to have had, against Kolaric by reason of any matter, act, omission, cause or event whatever from the beginning of time to the Resignation Date ("Claims"); other than those obligations of Kolaric set forth in this Agreement. This release and waiver of Claims specifically includes, but without limiting the foregoing general terms, the following: Any and all Claims which might have been asserted by Kolaric in any suit, claim, or any of themcharge, occurring prior to the date on which this Amendment is executed, including for or on account of any matter or in any way affecting, concerning or arising out of or founded upon this Amendment things whatsoever that has occurred up to and including the date on which of this Amendment is executedAgreement, including under any and 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 executedlaws, including the administration or enforcement of the Loansstatutes, the Obligationsorders, the Loan Agreement regulations, or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties Claim in contract 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 such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimstort.

General Release. Each As further inducement to Agent and Lenders to enter into this Agreement, Borrower and Initial Guarantor may have certain Claims hereby release Agent and Lenders as follows: (as hereinafter defineda) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Initial Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representativesheirs, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released "Releasing Parties”)") do hereby release, acquit and forever discharge Agent and Lenders of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, costs or demands debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses of every type, of whatever kind or kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription, or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length, which in any way, have, prior to the Effective Date, arisen out of, are connected with or contingentrelated to the Loan Documents, asserted this Agreement or unassertedany earlier and/or other agreement or document referred to therein (collectively, foreseen the "Released Claims"). (b) The agreement of the Releasing Parties, as set forth in the preceding subparagraph (a) shall inure to the benefit of the successors, assigns, insurers, administrators, agents, employees, and representatives of Agent and Lenders. (c) The Releasing Parties have read the foregoing release, fully understand the legal consequences thereof and have obtained the advice of counsel with respect thereto. The Releasing Parties further warrant and represent that they are authorized to make the foregoing release. (d) Each Releasing Party acknowledges that the foregoing release shall extend to Released Claims which the Releasing Party does not know or unforeseensuspect to exist in Releasing Party's favor at the time of executing this Agreement, matured regardless of whether such Released Claims, if known by such Releasing Party, would have materially affected such Releasing Party's decision to enter into this Agreement. Each Releasing Party acknowledges that they are familiar with Section 1542 of the Civil Code of the State of California which provides as follows: A general release does not extend to claims which the creditor does not know or unmaturedsuspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Each Releasing Party waives and relinquishes any right or benefit which it has or may have under Section 1542 of the Civil Code of the State of California and any similar provision of the statutory or non-statutory law of any other jurisdiction, to the full extent that it may lawfully waive all such rights and benefits. In connection with such waiver and relinquishment, each Releasing Party acknowledges that it is aware that it or its attorneys or agents may hereafter discover facts in addition to or different from those which it now knows or believes to exist with respect to the subject matter of this Section 6 or the other parties hereto, but that each Releasing Party intends hereby fully, finally and forever to settle, waive and release all of the Released Claims, known or unknown, suspected or unsuspected, anticipated which now exist or unanticipatedmay exist hereafter between Releasing Parties and Agent and Lenders in connection with the Loan, which such Borrower except as otherwise expressly provided in this Section 6. This foregoing release shall be and remain in effect notwithstanding the discovery or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason existence of any act such additional or omission different facts. (e) Each Releasing Party warrants and represents that it is the sole and lawful owner of all right, title and interest in and to all of the respective Released Claims released hereby and that it has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any person or entity any such claim or any portion thereof. (f) This release is not to be construed and does not constitute an admission of liability on the part of the Agent or Lenders. This release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether such claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable. The Releasing Parties specifically agree that any attempt to assert a claim barred hereby shall subject each of them, occurring prior them to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”)action. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.___/s/JE /s/KM___ /s/ JE_/s/ KM_____ Borrower's Initials Initial Guarantor's Initials