Common use of Mutual Release Clause in Contracts

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, as of the Closing Date (as defined in the Xxxxxxx Field PSA) to the maximum extent permitted under applicable law, each of the Parties, for themselves and on behalf of each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and xxxxxxxx of each of the foregoing persons and entities (collectively, the “Released Parties”), from any claims, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise in, under, from or are related to Xxxxxxx Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the Xxxxxxx Field PSA.

Mutual Release. (a) Subject to Section 8(bSections 4(b), (c) and (cd) of this Agreement, effective as of the Closing Date (as defined in the Xxxxxxx Field PSA) Closing, to the maximum extent permitted under applicable law, each of the Parties, for themselves and on behalf of each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and xxxxxxxx devisees of each of the foregoing persons and entities (collectively, the “Released Parties”), from any claims, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilities, damages, losses, attorneys’ fees, costs and expenses that any Releasing Party incurs, whether before, on or after the date of this Agreement, that arise inarising from, under, from relating to or are related to in connection with Xxxxxxx Field, the Ground Lease, the Development Agreement, the City ClaimsCardinals Lease, the SCCDC ClaimDisputes, the PlanState Court Action, the Plan or the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this AgreementClosing. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release or waiver of the Cardinals’ rights or claims against the City under the Cardinals Lease arising from any act or omission on or after the Closing. (d) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications modification of any Parties’ rights to enforce this Agreement or the Xxxxxxx Field PSAAgreement.

Mutual Release. (a) Subject to Section 8(b) As further consideration for the terms and (c) conditions of this Agreement, as of the Closing Date (as defined in the Xxxxxxx Field PSA) to the maximum extent permitted under applicable lawNewell, each of the PartiesSellers, for themselves and Sellers’ Representative, Henry X. Xxxxxx xxx Tech Investments, on behalf of each of themselves and their respective affiliates and subsidiaries, affiliated or otherwise related persons and entities, corporations or other business entities and each of their respective shareholderspast, partnerspresent and future directors, members, trusteesofficers, beneficiaries, directors, managersshareholders, employees, agents and agents, attorneys, guarantors, heirs, personal representatives, successors and assigns (collectively the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities “Section 12 (each, a “Releasing Partya) Releasors”), jointly and individually, hereby unconditionallyagree to remise, irrevocably release, acquit and forever releases all discharge LMI and its subsidiaries, affiliated or otherwise related corporations or other Parties business entities and each of their respective affiliates past, present and related persons and entities, and each of their respective shareholders, partnersfuture directors, members, trusteesofficers, beneficiaries, directors, managersshareholders, employees, agents and agents, attorneys, guarantors, heirs, personal representatives, successors and the predecessors, successors, assigns, heirs and xxxxxxxx of each of the foregoing persons and entities assigns (collectively, the “Released Parties”), collectively "Section 12(a) Releasees") from any and all matters, claims, charges, controversies, rights, demands, causes of actionsuits, lawsuits or other legal actions or proceedings against the Released Partiesjudgments, and all liabilitiesactions, debts, damages, lossescosts, costs obligations, liabilities, contracts, agreements and causes of action of any and every kind, nature and character, in law or equity, asserted or unasserted, foreseen or unforeseen, known or unknown, disclosed or undisclosed, accrued or unaccrued, pending or not pending, liquidated or unliquidated, suspected or unsuspected, including any and all claimed or unclaimed compensatory damages, consequential damages, incidental damages, punitive and exemplary damages, interest, costs, expenses that and fees (including attorney’s fees) running in favor of the Section 12(a) Releasors (or any Releasing Party incursof them) and against the Section 12(a) Releasees, whether before, on which arose or after could have arisen between the Section 12(a) Releasors and the Section 12(a) Releasees up to the date of this the Agreement, that arise inincluding without limitation those based on, underarising from, from or are related relating to Xxxxxxx Field, the Ground Lease, the Development Purchase Agreement, the City ClaimsOther Agreements, the SCCDC ClaimEscrow Agreement, the PlanLock-Up Agreements or the Action (including all facts, circumstances, conduct, events, transactions, occurrences, agreements or certificates associated with any part of the Purchase Agreement, the Confirmation OrderOther Agreements, the Guaranty Agreement by and among the JQH Trust and certain of its affiliatesEscrow Agreement, the City and Commerce Bank dated as of December 1Lock-Up Agreements or the Action), 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, provided however that nothing in this Agreement Section shall be deemed a releaseaffect, waiver alter, modify or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among release the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the Xxxxxxx Field PSA.Section 12

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, as of the Closing Date (as defined in the Xxxxxxx Field PSA) to the maximum extent permitted under applicable lawEffective immediately, each of FPL Group, on the Partiesone hand, for themselves and Constellation, on the other hand, on behalf of each of their respective affiliates and related persons and entities, itself and each of their its respective shareholderspredecessors, partnerssuccessors, memberssubsidiaries and assigns (as well as all of the present and former officers, trustees, beneficiaries, directors, managers, directors employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees representatives of each of the foregoing, and the heirs of any of the foregoing persons and entities who is a natural person) (each, a “Releasing Party”), hereby unconditionallyirrevocably, irrevocably unconditionally and forever covenants not to xxx, releases and discharges (a) the other such Party and (b) any and all of such other Parties Party’s present and each of their respective affiliates and related persons and entitiesformer directors, and each of their respective officers, representatives, advisors (including but not limited to financial advisors), attorneys, accountants, employees, agents, parents, subsidiaries, shareholders, partners, members, trusteesaffiliated persons and entities, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successorssuccessors and assigns and heirs, assignsexecutors and administrators and all persons acting in concert with any such party (each, heirs and xxxxxxxx of each of the foregoing persons and entities (collectively, the a “Released PartiesParty”), ) from any and all manner of claims, obligations, actions, demands, causes of action, lawsuits or other legal actions or proceedings against the Released Parties, and all liabilitiesjudgments, damages, lossesrights, costs liabilities, causes of action or suits, at law or in equity, known or unknown, liquidated or unliquidated, fixed or contingent, matured or unmatured, foreseen or unforeseen, which each now has or hereafter can, shall or may have by reason of any matter, cause or thing whatsoever relating to or arising out of the Merger Agreement or the agreements or instruments ancillary thereto or the transactions contemplated thereby, or any action or failure to act under the Merger Agreement or in connection therewith, or in connection with the events leading to the abandonment of the Merger and expenses that any Releasing Party incursother transactions contemplated by the Merger Agreement and the mutual termination of the Merger Agreement, whether beforeexcepting only any claim, on action, cause of action or suit arising (i) out of an undertaking or promise contained in this Agreement, (ii) after the date of this Agreement, that arise in, under, from or are related to Xxxxxxx Field, by virtue of obligations under the Ground Lease, the Development Confidentiality Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related (iii) with respect to any of the foregoing, from the beginning of time to and including statements made or actions taken after the date of this Agreement. , or (biv) Notwithstanding by virtue of transactions or dealings undertaken in the foregoingordinary course of business, nothing including without limitation leases or outstanding energy trading and transportation transactions, and not arising out of, or in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trustconnection with, the Charitable Trust, Merger Agreement and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing transactions contemplated thereby. Nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the Xxxxxxx Field PSAMerger Agreement shall in any way constitute an agreement by any Party hereto to indemnify any other Party against any third-party claim.

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, Effective as of the Closing Date (and except as defined otherwise expressly set forth in the Xxxxxxx Field PSA) to the maximum extent permitted under applicable lawthis Agreement, each of the PartiesSeller, for themselves and on behalf of itself and each of their respective affiliates its successors and related persons assigns, on the one hand, and entitiesEquity Buyer, solely on behalf of the Company and SSI, and Asset Buyer, on behalf of itself, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents successors and representatives, and the predecessors, successors, assigns, heirs on the other hand, hereby irrevocably, unconditionally and devisees completely waives and releases and forever discharges the Company and SSI (in the case of each Sellers) and Sellers (in the case of the foregoing persons Company and entities (each, a “Releasing Party”SSI and Asset Buyer), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholdersheirs, partnersexecutors, memberstrusts, trustees, beneficiariesadministrators, directors, managers, employees, agents successors and representatives, and the predecessors, successors, assigns, heirs and xxxxxxxx of each of the foregoing persons and entities assigns (collectivelysuch released Persons, the “Released PartiesReleasees”), of and from any claimsall debts, demands, actions, causes of action, lawsuits or other legal actions or proceedings against the Released Partiessuits, and all liabilitiesaccounts, covenants, contracts, agreements, damages, lossesclaims and other liabilities whatsoever of every name and nature, costs both in law and expenses that any Releasing Party incursin equity, whether before, on arising out of or after the date of this Agreement, that arise in, under, from or are related to Xxxxxxx Fieldevents, circumstances or actions taken by such other party occurring or failing to occur, in each case, in connection with the Ground LeaseCompany and SSI or the Transferred Assets at or prior to the Closing. Neither Party hereto shall make, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain each Party hereto shall not permit any of its affiliatesAffiliates or their respective representatives to make, the City and Commerce Bank dated as any claim or demand, or commence any action or proceeding asserting any claim or demand, including any claim of December 1contribution or any indemnification, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to against any of the foregoing, from the beginning other Party’s Affiliates or any of time other Party’s Releasees with respect to and including the date of any liabilities or other matters released pursuant to this AgreementSection 5.7. (b) Notwithstanding the foregoing, nothing in this Agreement Section 5.7(a) shall be deemed not constitute a releaserelease from, waiver of, or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect otherwise apply to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications express terms of any Parties’ rights to enforce this Agreement or any liability or contract expressly contemplated by this Agreement to be in effect after the Xxxxxxx Field PSAClosing, or any enforcement thereof.

Mutual Release. (a) Subject to Section 8(b) From and (c) of this Agreementafter the Closing, as each member of the Closing Date (as defined in the Xxxxxxx Field PSA) to the maximum extent permitted under applicable law, each of the Parties, for themselves and RESI Shareholders Group on behalf of each of their itself or himself and its or his respective affiliates and related persons and entitiesdirectors, and each of their respective shareholdersofficers, partnersmanagers, members, trustees, beneficiaries, directors, managers, employees, agents subsidiaries and representativesAffiliates, hereby irrevocably releases and forever discharges the Company, and the predecessors, its successors, assigns, heirs parent and devisees subsidiary companies, joint ventures, partnerships, Affiliates, and any owners, directors, officers, partners, principals, managers, members, employees, counsel, consultants, advisors, shareholders, insurers, agents and Affiliates of each any of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and xxxxxxxx of each of the foregoing persons and entities (collectively, the “Released PartiesPersons”), from any claims, and all claims and demands, causes of actionwarranties, lawsuits or other legal actions or proceedings against the Released Partiesdebts, and all obligations, liabilities, damages, losses, costs rights and expenses that causes of action of any Releasing Party incurskind (“Claims”), whether beforearising from any fact, on occurrence, circumstance or after the date of this Agreement, that arise in, under, from or are related to Xxxxxxx Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to matter through and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH including with respect to the PlanStockholder Nomination, the Confirmation Order proxy contest and the negotiation of this Agreement, whether asserted or unasserted, known or unknown, that have been, could have been, or may ever be raised in any court, tribunal or proceeding, against the Company or any matters relating theretoof their respective Released Persons. b) From and after the Closing, the Company on behalf of itself and its directors, officers, managers, members, employees, subsidiaries and Affiliates, hereby irrevocably releases and forever discharges the members of the RESI Shareholders Group, and each of their respective successors, assigns, parent and subsidiary companies, joint ventures, partnerships, Affiliates and any owners, directors, officers, partners, principals, managers, members, employees, counsel, consultants, advisors, shareholders, insurers, agents and Affiliates of any of the foregoing (collectively, “RESI Shareholders Group Released Persons”) from any and all Claims arising from any fact, occurrence, circumstance or matter through and including the date of this Agreement, including with respect to the Stockholder Nomination, the proxy contest and the negotiation of this Agreement, whether asserted or unasserted, known or unknown, that have been, could have been, or may ever be raised in any court, tribunal or proceeding, against the members of the RESI Shareholders Group or any of their respective RESI Shareholders Group Released Persons. c) Notwithstanding Neither Section 9(a) nor Section 9(b) shall prevent the foregoing, nothing in this Agreement shall be deemed a release, waiver enforcement by or modifications on behalf of any Parties’ Party of such Party’s rights to enforce or remedies in accordance with this Agreement or the Xxxxxxx Field PSAAgreement.

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, Effective as of the Closing Date (as defined in the Xxxxxxx Field PSA) to the maximum extent permitted under applicable lawClosing, each of the PartiesSeller, for themselves and on behalf of each of itself and its Affiliates and its and their respective affiliates former, current and related persons future Representatives, successors and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and xxxxxxxx of each of the foregoing persons and entities assignees (collectively, the “Released PartiesSeller Releasors”), from any claimshereby fully, demandsirrevocably and unconditionally releases, causes of actionacquits and forever discharges the Target Group Companies and their current and former Representatives, lawsuits or other legal actions or proceedings against the Released Partiesas well as their present and future equityholders, Subsidiaries, Affiliates, and all liabilitieseach of the future Representatives, damages, losses, costs equityholders and expenses that control persons of any Releasing Party incurs, whether before, on or after of the date of this Agreement, that arise in, under, from or are related to Xxxxxxx Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022foregoing, and all matters related to each of the respective heirs, executors, administrators, successors and assigns of any of the foregoing, from any and all manner of actions, causes of actions, claims, obligations, demands, damages, costs, expenses, compensation or other relief, whether known or unknown, suspected or unsuspected, fixed or contingent, direct, derivative, vicarious or otherwise, whether based in contract, tort, or other legal, statutory, or equitable theory of recovery, arising out of or relating to the beginning of time Target Group Companies prior to and including the date of Closing (the “Seller Released Claims”). Notwithstanding anything to the contrary in this Agreement, the Seller Released Claims shall not include any (i) claims or rights arising under or related to this Agreement or the other Transaction Documents or (ii) claims for fraud or criminal or willful misconduct. (b) Notwithstanding Effective as of the Closing, Buyer, on behalf of itself and its Affiliates and its and their former, current and future Representatives, successors and assignees (collectively, the “Buyer Releasors” and together with the Seller Releasors, the “Releasors”), hereby fully, irrevocably and unconditionally releases, acquits and forever discharges the current and former Representatives of the Target Group Companies, as well as their present and future equityholders, Subsidiaries, Affiliates, and each of the future Representatives, equityholders and control persons of any of the foregoing, nothing in this Agreement shall be deemed a releaseand each of the respective heirs, waiver or modification executors, administrators, successors and assigns of any of the foregoing, from any and all manner of actions, causes of actions, claims, obligations, demands, causes of actiondamages, lawsuit costs, expenses, compensation or other legal action relief, whether known or proceeding among unknown, suspected or unsuspected, fixed or contingent, direct, derivative, vicarious or otherwise, whether based in contract, tort, or other legal, statutory, or equitable theory of recovery, arising out of or relating to the JQH TrustTarget Group Companies prior to the Closing (the “Buyer Released Claims” and together with the Seller Released Claims, the Charitable Trust, and JDH with respect “Released Claims”). Notwithstanding anything to the Plancontrary in this Agreement, the Confirmation Order Buyer Released Claims shall not include any (i) claims or any matters relating theretorights arising under or related to this Agreement or the other Transaction Documents or (ii) claims for fraud or criminal or willful misconduct. (c) Notwithstanding In signing this Agreement, each of Seller and Buyer, on behalf of itself and the foregoingapplicable Releasors, nothing expressly waives and relinquishes all rights and benefits provided by any applicable statute or common law principle to the effect that: “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”. Thus, notwithstanding any such provisions, and for the purpose of implementing a full and complete release and discharge of the Released Claims, each of Seller and Buyer, on behalf of itself and the applicable Releasors, expressly acknowledges that the general release and waiver of claims set forth in this Section 8.6 is intended to include in its effect, without limitation, all claims which the Releasors do not know or suspect to exist in such party’s favor at the time each of Seller and Buyer, on behalf of itself and the applicable Releasors, sign it, and that this Agreement shall be deemed a release, waiver or modifications contemplates the extinguishment of any Parties’ rights to enforce this Agreement or the Xxxxxxx Field PSAand all such claims.

Mutual Release. (a) Subject to Section 8(b) Orbit I, SDK for itself and (c) of this Agreementits current and former partners, as of the Closing Date (as defined in the Xxxxxxx Field PSA) to the maximum extent permitted under applicable lawequityholders, members, stockholders, officers, directors, principals, employees, successors and assigns, and each SDK Shareholder for himself and each of the Parties, for themselves and them on behalf of their respective spouses, heirs, attorneys, agents, representatives and any related entities, as applicable (all of the foregoing in clauses (i) through (iii), collectively, the “SDK Releasors” and each of them individually, an “SDK Releasor”), hereby irrevocably, unconditionally, voluntarily, knowingly, fully, finally, and completely forever releases, acquits and discharges to the fullest extent possible Avista and Osmotica, as well as each of their respective current and former, indirect and direct, parents, equityholders, owners, subsidiaries, affiliates (including all affiliated investment funds and related persons and entities, and each investment vehicles of their respective shareholdersAvista), partners, members, trusteesofficers, beneficiariesfiduciaries, directors, managers, employees, agents attorneys, agents, predecessors, successors and representativesassigns, and the predecessors, successors, assigns, heirs and devisees of each any related entities (all of the foregoing persons foregoing, including specifically, but not in limitation of the foregoing, Xxxxx Xxxxxxxx, Xxxxx Xxxxxxxxxxx and entities (eachXxxxxx Xxxxxxxxxxxx, a collectively, the “Releasing PartyOsmotica Released Parties”), hereby unconditionallyof and from any and all actions and causes of action, irrevocably suits, claims (including direct, indirect or derivative actions, causes of action, suits or claims and forever releases all including any claims for breach of fiduciary duty, breach of duty under applicable state corporate law, state partnership law, and state limited liability company law; and securities fraud under any state or federal law), debts, dues, accounts, covenants, representations, warranties, contracts, agreements, adjustments, responsibilities, judgments, promises, rights, duties, losses, damages, injuries, costs, attorney’s fees, expenses, compensation, liabilities, trespasses, and any other demands or obligations of any kind or nature whatsoever, at law, in equity, or otherwise, arising by statute, common law, in contract, in tort, for contribution or indemnity, or otherwise, whether now known or unknown, absolute or contingent, matured or unmatured, suspected or unsuspected, discovered or undiscovered, acquired, accrued or unaccrued, which the SDK Releasors, or anyone else claiming by, through or under them, has, or might have or could claim or assert against any Released Party now or in the future, arising out of, in connection with, or otherwise related to direct or indirect equity ownership in Osmotica or Orbit I or the business, operations, conduct or management of Orbit I, Avista or Osmotica prior to the Effective Time (collectively, “SDK Claims”). The release of the Osmotica Released Parties by the SDK Releasors in this Section 1.5 shall not apply to or limit the SDK Releasors from participation or receiving as consideration any proceeds from settlement or any other payment of compensation in connection with any claim, action, controversy or proceeding commenced by any other person or entity, as a member of a shareholder class or for any damages, provided no SDK Party has commenced such action or otherwise encouraged or authorized initiation, or supported, such action, provided, however, nothing contained herein shall prohibit or prevent the SDK releasors from responding to lawful process or compulsion, by subpoena or otherwise serving as a witness in such proceeding if so required. Avista and Osmotica, as well as each of their respective current and former, indirect and direct, parents, equityholders, owners, subsidiaries, affiliates (including all affiliated investment funds and related persons and entities, and each investment vehicles of their respective shareholdersAvista), partners, members, trusteesofficers, beneficiariesfiduciaries, directors, managers, employees, agents attorneys, agents, predecessors, successors and representativesassigns, and any related entities (all of the foregoing, including specifically, but not in limitation of the foregoing, Xxxxx Xxxxxxxx, Xxxxx Xxxxxxxxxxx and Xxxxxx Xxxxxxxxxxxx, the “Osmotica Releasors” and each of them individually, an “Osmotica Releasor”), hereby irrevocably, unconditionally, voluntarily, knowingly, fully, finally, and completely forever releases, acquits and discharges to the fullest extent possible Orbit I, SDK and the SDK Shareholders, as well as each of their respective current and former, indirect and direct, parents, equityholders, owners, subsidiaries, affiliates, partners, members, officers, fiduciaries, directors, managers, employees, attorneys, agents, predecessors, successors, successors and assigns, heirs and xxxxxxxx of each any related entities (all of the foregoing persons and entities (foregoing, including specifically, but not in limitation of the foregoing, collectively, the “SDK Released Parties”), of and from any claimsand all actions and causes of action, demandssuits, claims (including direct, indirect or derivative actions, causes of action, lawsuits suits or other legal actions or proceedings against the Released Partiesclaims and including any claims for breach of fiduciary duty, breach of duty under applicable state corporate law, state partnership law, and all liabilitiesstate limited liability company law; and securities fraud under any state or federal law), debts, dues, accounts, covenants, representations, warranties, contracts, agreements, adjustments, responsibilities, judgments, promises, rights, duties, losses, damages, lossesinjuries, costs costs, attorney’s fees, expenses, compensation, liabilities, trespasses, and expenses that any Releasing Party incursother demands or obligations of any kind or nature whatsoever, at law, in equity, or otherwise, arising by statute, common law, in contract, in tort, for contribution or indemnity, or otherwise, whether beforenow known or unknown, on absolute or after contingent, matured or unmatured, suspected or unsuspected, discovered or undiscovered, acquired, accrued or unaccrued, which the date of this AgreementOsmotica Releasors, that arise inor anyone else claiming by, underthrough or under them, from has, or are might have or could claim or assert against any SDK Released Party now or in the future, arising out of, in connection with, or otherwise related to Xxxxxxx Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement all claims owned or held by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, Osmotica Releasors against any of the SDK Released Parties existing from the beginning of time up to and including the date Effective Time (collectively, “Osmotica Claims”). It is understood that the releases set forth in this Section 1.5 expressly includes any claim for actual damages, compensatory damages, statutory damages, common law damages, punitive damages, or any other type of this Agreement. (b) Notwithstanding damages and includes all attorneys’ fees, court costs or other expenses. Each Party agrees and acknowledges that the foregoing, nothing obligations of each such party in this Agreement shall be deemed a release(including the releases provided under this Section 1.5) are reasonable in the circumstances, waiver or modification and this releases are given voluntarily and knowingly (including upon advice of any claimscounsel), demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trustand for good and valuable consideration, the Charitable Trust, receipt and JDH with respect to the Plan, the Confirmation Order or any matters relating theretosufficiency are hereby acknowledged. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the Xxxxxxx Field PSA.

Mutual Release. (a) Subject to Section 8(b) and (c) of this AgreementAmir, as of the Closing Date (as defined in the Xxxxxxx Field PSA) to the maximum extent permitted under applicable law, each of the Parties, for themselves and on behalf of each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessorshis heirs, successors, assigns, heirs grantees, transferees, agents, representatives and/or any other party entitle to take under or through the Amir, individually and devisees of each of the foregoing persons and entities (each, a “Releasing Party”)jointly, hereby unconditionally, irrevocably release and forever releases all other Parties discharge individually and each of their respective affiliates and related persons and entitiesjointly, Daleco, and each of their respective shareholdersits agents, partnersemployees, membersrepresentatives, trustees, beneficiariesofficers, directors, managerssuccessors and assigns, employees, agents of and representativesfrom all, and all manner of, actions, causes of action, suits, debts, dues, charges, damages, accounts, covenants, liabilities, contracts, agreements, judgments, claims and demands whatsoever, whether at law or in equity, whether matured, unmatured or contingent, whether foreseen or unforeseen, which against Daleco, or any of them, Amir ever had, now or hereafter can, shall or may have by reason of any cause, matter or thing whatsoever, from the predecessorsbeginning of the world to the date hereof (“Settlement Date”) saving and excepting only those rights arising out of this Agreement; provided, however, that should the Agreement be breached in any respect by Amir, except as set forth in Paragraph 5 below nothing in this Agreement shall prevent Daleco, or any of them, from raising any claim, demand, damage, loss, cost, liability, interest, expense (including reasonable attorneys’ fees) in any cause of action, proceeding, claim or other action for monetary damages against Daleco, or any of them, by reason of such breach. (b) Each of Daleco, individually and jointly, on behalf of its officers, directors, shareholders and affiliates, hereby release and forever discharge Amir, his heirs, successors, assigns, heirs grantees, transferees, agents, representatives and/or any other party entitle to take under or through the Amir, of and xxxxxxxx of each of the foregoing persons from all, and entities (collectivelyall manner of, the “Released Parties”), from any claims, demandsactions, causes of action, lawsuits or other legal actions or proceedings against the Released Partiessuits, and all liabilitiesdebts, dues, charges, damages, lossesaccounts, costs covenants, liabilities, contracts, agreements, judgments, claims and expenses that any Releasing Party incursdemands whatsoever, whether beforeat law or in equity, on whether matured, unmatured or after the date of this Agreementcontingent, that arise inwhether foreseen or unforeseen, underwhich against Amir, from Daleco, or are related to Xxxxxxx Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoingthem, ever had, now or hereafter can, shall or may have by reason of any cause, matter or thing whatsoever, from the beginning of time the world to the Settlement Date, saving and including the date excepting only those rights arising out of this Agreement. (b; provided, however, that should the Agreement be breached in any respect by Daleco, or any of them, except as set forth in Paragraph 5(b) Notwithstanding the foregoing, below nothing in this Agreement shall be deemed a releaseprevent Amir from raising any claim, waiver or modification of demand, damage, loss, cost, liability, interest, expense (including reasonable attorneys’ fees) in any claims, demands, causes cause of action, lawsuit proceeding, claim or other legal action or proceeding among the JQH Trustfor monetary damages against Daleco, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating theretoof them, whichever party shall have breached the Agreement, it being understood that the obligations of each such party are individual and not joint or joint and several. (c) Notwithstanding anything in Paragraphs 4(a) and (b) above to the foregoingcontrary, nothing in herein shall prevent either party from enforcing the provisions of this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the Xxxxxxx Field PSAAgreement.

Mutual Release. C&C, on behalf of itself and on behalf of each of its agents, professionals, assigns, affiliates (corporate or otherwise), and successors, and any other person who may assert a claim through or on behalf of any of them, hereby irrevocably and unconditionally releases, acquits and forever discharges BCG, Bird and each of their respective shareholders, officers, directors, employees, agents, professionals, subsidiaries, predecessors, affiliates, successors and assigns, from any and all Released Claims, including, without limitation, all Released Claims arising out of, based upon, resulting from or relating to (a) Subject to Section 8(b) and (c) of this Agreement, as the Prior Agreement or any of the Closing Date transactions contemplated thereby, and/or (as defined in b) BCG’s and/or Bird’s activities or services under the Xxxxxxx Field PSA) to the maximum extent permitted under applicable lawPrior Agreement. Each of BCG and Bird, each on behalf of the Parties, for themselves and on behalf of each of their respective agents, professionals, assigns, affiliates (corporate or otherwise), and related persons successors, and entitiesany other person who may assert a claim through or on behalf of any of them, hereby irrevocably and unconditionally releases, acquits and forever discharges C&C and each of their respective its shareholders, partners, members, trustees, beneficiariesofficers, directors, managers, employees, agents and representativesagents, and the professionals, subsidiaries, predecessors, successorsaffiliates, successors and assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and xxxxxxxx of each of the foregoing persons and entities (collectively, the “Released Parties”), from any and all Released Claims, including, without limitation, all Released Claims arising out of, based upon, resulting from or relating to the Prior Agreement or any of the transactions contemplated thereby. “Released Claims” as used herein shall mean any and all rights, charges, complaints, claims, demands, causes of action, lawsuits promises, agreements, rights to payment, rights to any equitable remedy, rights to any equitable subordination, rights to any financial, economic or equity interest, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, demands, indebtedness, liabilities, obligations, express or implied contracts, controversies, obligations of payment or performance, rights of offset or recoupment, accounts, sums of money, compensation, remuneration, damages, costs, losses or expenses (including attorneys’ and other professional fees and expenses) of every type, kind, nature, description or character, and irrespective of how, why or by reason of what facts, whether heretofore or now existing or disclosed or undisclosed, or that could, might or may be claimed to exist, of whatever kind or name, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, claimed or unclaimed, absolute or contingent, direct or derivative, whether based on contract, tort, breach of any duty, or other legal actions or proceedings against the Released Partiesequitable theory of recovery, and all liabilitieseach as though fully set forth herein at length (collectively, damages“Claims”), lossesthat arose, costs and expenses that any Releasing Party incursor whose underlying events occurred, whether before, on or after prior to the date of this Agreement, that arise in, under, from or are related whether asserted prior to Xxxxxxx Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Agreement or thereafter, specifically including, but without limitation, Claims arising from or out of, connected with, or relating to the Prior Agreement and/or the transactions contemplated thereby. Notwithstanding the foregoing, nothing in “Released Claims” do not include any actual or potential Claims held by any party hereto (or any rights or duties related to such Claims) which arise from or out of this Agreement shall be deemed a releaseAgreement, waiver which Claims are expressly reserved. The parties hereto expressly understand that both direct and indirect breaches of this Section 3 are proscribed, and, therefore, each party hereto covenants that it will not directly or modification indirectly encourage or aid, except as required by due legal process, the commencement or prosecution of any claims, demands, causes of action, lawsuit action or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or based upon any matters relating theretoReleased Claim. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the Xxxxxxx Field PSA.

Mutual Release. (a) Subject to Section 8(b) and (c) of this AgreementExcept for the Trust Retained Claims, effective as of the Closing Date (as defined in consummation of the Closing, the Xxxxxxx Field PSA) to the maximum extent permitted under applicable lawTrust hereby, each of the Parties, for themselves on its own behalf and on behalf of its former, current or future parents, Subsidiaries, and Affiliates (including controlling persons) (each a “Releasing Trust Person”), through or on behalf of their respective affiliates such Releasing Trust Person, forever fully, unequivocally and related persons irrevocably releases and entitiesdischarges and agrees to hold harmless to the fullest extent permitted by law MTH, MIC, Newco, the Company, the Subsidiaries and each of their respective shareholdersAffiliates, partners, members, trustees, beneficiaries, directors, managers, employees, agents each of the MIC Directors (in their capacities as directors of the Company and representatives, its Subsidiaries) and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons Person’s respective Affiliates and entities (eachsuch Person’s and its respective Affiliates’ past, a “Releasing Party”)present and future shareholders, hereby unconditionallydirectors, irrevocably officers, partners, managers, members, employees, counsel, agents and forever releases all other Parties representatives and each of their respective affiliates successors and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs in each case, as and xxxxxxxx of each of to the foregoing persons and entities extent applicable (collectively, the “MTH Released Parties”), ) from any and all past or present, direct, indirect and derivative actions, suits, claims, rights, counts, sums of money, attorneys’ fees, covenants, agreements, demands, debts, promises, judgments, Liabilities, obligations of any kind whatsoever in law or equity and counts and causes of actionaction of every kind and nature, lawsuits or other legal actions otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses of any kind or proceedings nature) on or prior to the Closing, arising out of or related to the Xxxxxxx Trust’s ownership (directly or indirectly) of equity in the Company, the Shareholders’ Agreement, the Company, the Subsidiaries or any matter, cause or event occurring on or prior to the Closing, which any Releasing Trust Person can, shall or may have against any MTH Released Party or the MTH Released Parties, and all liabilitieswhether known or unknown, damagesforeseen or unforeseen, lossesconcealed or hidden, costs and expenses that any Releasing Party incurssuspected or unsuspected, anticipated or unanticipated, both at law or in equity, whether beforeor not arising contemporaneously with or prior to the Closing, or on account of or after arising out of any matter, cause or event occurring contemporaneously with or prior to the date Closing as well as any matter that may now exist or may hereinafter accrue based on matters now known as well as unknown (collectively, the “Trust Released Claims”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced or consenting to the commencement of) any proceeding of any kind before any Government Authority, against any MTH Released Party based upon any Trust Released Claim. Notwithstanding the preceding sentence of this AgreementSection 12.19(a), that arise in“Trust Released Claims” does not include, underand the provisions of this Section 12.19(a) shall not release or otherwise diminish, from (i) the obligations of MIC, MTH, Newco or are related the Company expressly set forth in any provisions of this Agreement or any other agreement or document contemplated herein, (ii) the obligations of the Company or a Subsidiary to Xxxxxxx Fieldindemnify, defend and hold harmless, or advance expenses, to its directors, managers, officers and employees under the Company’s or the Subsidiaries’ governing/organizational documents, (iii) the obligations of any insurer under any insurance policy, or (iv) any of the obligations under the Specified Contracts (collectively, the Ground Lease, the Development Agreement, the City “Trust Retained Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any ”). In furtherance of the foregoing, from except as expressly provided herein, the beginning of time Releasing Trust Persons specifically intend this release to and including be the date of this Agreementbroadest possible release permitted under law with respect to the matters released hereunder. (b) Except for the MTH Retained Claims, effective as of the consummation of the Closing, each of the Company and the MTH Parties hereby, on its own behalf and on behalf of its respective former, current or future parents, Subsidiaries, and Affiliates (including controlling persons) (each a “Releasing MTH Person”), through or on behalf of such Releasing MTH Person, forever fully, unequivocally and irrevocably releases and discharges and agrees to hold harmless to the fullest extent permitted by law the Xxxxxxx Trust, and its successors and assigns, in each case, as and to the extent applicable (collectively, the “Trust Released Parties”) from any and all past or present, direct, indirect and derivative actions, suits, claims, rights, counts, sums of money, attorneys’ fees, covenants, agreements, demands, debts, promises, judgments, Liabilities, obligations of any kind whatsoever in law or equity and counts and causes of action of every kind and nature, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses of any kind or nature) on or prior to the Closing, arising out of or related to the Xxxxxxx Trust’s ownership (directly or indirectly) of equity in the Company, the Shareholders’ Agreement, the Company, the Subsidiaries or any matter, cause or event occurring on or prior to the Closing, which any Releasing MTH Person can, shall or may have against any Trust Released Party or the Trust Released Parties, whether known or unknown, foreseen or unforeseen, concealed or hidden, suspected or unsuspected, anticipated or unanticipated, both at law or in equity, whether or not arising contemporaneously with or prior to the Closing, or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing as well as any matter that may now exist or may hereinafter accrue based on matters now known as well as unknown (collectively, the “MTH Released Claims”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced or consenting to the commencement of) any proceeding of any kind before any Government Authority, against any Trust Released Party based upon any MTH Released Claim. Notwithstanding the preceding sentence of this Section 12.19(b), “MTH Released Claims” does not include, and the provisions of this Section 12.19(b) shall not release or otherwise diminish, (i) the obligations of the Xxxxxxx Trust, its Affiliates or any of their respective successors or assigns expressly set forth in any provisions of this Agreement or any other agreement or document contemplated herein, (ii) the obligations of any insurer under any insurance policy or (iii) any of the obligations under the Specified Contracts (collectively, the “MTH Retained Claims”). In furtherance of the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trustexcept as expressly provided herein, the Charitable Trust, and JDH Releasing MTH Persons specifically intend this release to be the broadest possible release permitted under law with respect to the Plan, the Confirmation Order or any matters relating theretoreleased hereunder. (c) Notwithstanding Without in any way limiting any of the foregoingrights and remedies otherwise available to any MTH Released Party, nothing the Xxxxxxx Trust and its successors and assigns, jointly and severally, shall indemnify and hold harmless each MTH Released Party from and against all Liabilities, claims, damages and expenses, whether or not involving third party claims, arising directly or indirectly from or in this Agreement shall be deemed a release, waiver connection with the assertion by or modifications on behalf of the Xxxxxxx Trust (including any assertion by any Releasing Trust Person) of any Parties’ claim or other matter purported to be released pursuant to Section 12.19(a). (d) Without in any way limiting any of the rights and remedies otherwise available to enforce this Agreement any Trust Released Party, the MTH Parties and the Company, jointly and severally, shall indemnify and hold harmless each Trust Released Party from and against all Liabilities, claims, damages and expenses, whether or not involving third party claims, arising directly or indirectly from or in connection with the assertion by or on behalf of any of the MTH Parties or the Xxxxxxx Field PSACompany (including any assertion by any Releasing MTH Person) of any claim or other matter purported to be released pursuant to Section 12.19(b).

Mutual Release. (a) Subject to Section 8(b) For and (c) in consideration of the execution of this Agreement, as the Company hereby forever releases and discharges the Employee, from any and all claims of any kind arising out of, or related to, his employment and separation from employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), which the Company now has or may have against the Employee, whether known or unknown to the Company, and whether vicarious, derivative, or direct (the “Company Release”). Such released claims include, without limitation, any and all claims arising under federal, state or local laws pertaining to employment or job duties. (b) For and in consideration of the Closing Date (as defined in the Xxxxxxx Field PSA) to the maximum extent permitted under applicable law, each receipt of the Partiespayments and other benefits and promises set forth in this Agreement, the Employee, for themselves the Employee, the Employee’s marital community and on behalf of each of their respective affiliates and related persons and entitieschildren, and each of their respective shareholders, partners, members, trusteesthe Employee’s heirs, beneficiaries, directorsdevisees, managersexecutors, employeesadministrators, agents and attorneys, personal representatives, successors and assigns, hereby forever releases and discharges the Company and the Employer Group, and any of their divisions, affiliates, subsidiaries, parents, predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (eachand, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and with respect to such entities, and each of their respective shareholders, partners, members, trustees, beneficiariesofficers, directors, managers, members, employees, agents and agents, stockholders, administrators, general or limited partners, representatives, attorneys, insurers and the predecessorsfiduciaries, successorspast, assigns, heirs present and xxxxxxxx of each of the foregoing persons and entities future (collectively, the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment and separation from employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), from any claims, demands, causes of action, lawsuits which the Employee now has or other legal actions or proceedings may have against the Released Parties, whether known or unknown to the Employee, and whether vicarious, derivative, or direct (the “Employee Release”, together with the Company Release, the “Releases”). Such released claims include, without limitation, any and all liabilitiesclaims arising under federal, damagesstate or local laws pertaining to employment, lossesincluding, costs without limitation, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et seq., the Age Discrimination in Employment Act, 29 U.S.C. 621 et seq. (“ADEA”), the Older Workers Benefit Protection Act, the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et seq.(“OWBPA”), the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et seq., the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et seq., the Family and expenses Medical Leave Act of 1992, 29 U.S.C. Section 2601 et seq., and any and all other federal, state or local laws regarding employment discrimination and/or federal, state, or local laws of any type or description regarding employment, including, but not limited to, any claims arising from or derivative of the Employee’s employment and separation from employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law, including, without limitation, under the Employment Agreement, and including any claim for attorneys’ fees. Notwithstanding anything else herein to the contrary, this Section 3 shall not affect and does not release: (i) any claims that any Releasing Party incurs, whether before, on or arise after the date of the Employee executes this Agreement; (ii) any claims that cannot be waived by applicable law; (iii) the Employee’s vested benefits under the Company’s qualified plans, that arise in, under, from if any; or are related (iv) rights to Xxxxxxx Field, indemnification or liability insurance coverage the Ground Lease, Employee may have under the Development Indemnification Agreement, the City Claims, Articles of Incorporation and the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any Bylaws of the foregoingCompany, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating theretoapplicable law. (c) Notwithstanding The Employee hereby represents that the foregoingEmployee has not filed or commenced any proceeding regarding the claims and matters discussed in Section 3(a). (d) For the purpose of implementing a full and complete release and discharge of the Released Parties and the Employee, nothing the Employee and the Company expressly acknowledges that the Releases are intended to include in their effect, without limitation, all claims or other matters described in Section 3(a) that the Employee or the Company does not know or suspect to exist in the Employee’s or the Company’s favor at the time of execution hereof or upon the termination of the Employee’s employment hereunder, and that the Releases contemplate the extinguishment of any and all such claims or other such matters. The Released Parties who are not parties to this Agreement are third-party beneficiaries of the Releases and are entitled to enforce its provisions. (e) The Employee warrants that no promise or inducement has been offered for the Employee Release other than as set forth herein and that the Employee Release is executed without reliance upon any other promises or representations, oral or written. Any modification of the Releases must be made in writing and be signed by the Employee and the Company. (f) If any provision of the Releases or compliance by the Employee or the Company with any provision of the Releases constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, will be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, such provision, to the extent that it is in violation of law, unenforceable or void, will be deemed severable from the remaining provisions of the Releases, which provisions will remain binding on both the Employee and the Company. The Releases are governed by, and construed and interpreted in accordance with the laws of the State of Colorado, without regard to principles of conflicts of law. The Releases represent the entire understanding of the Parties with respect to the subject matter herein, and no oral representations have been made or relied upon by the Parties. (g) The Employee acknowledges and agrees that he forever waives any right to recover, and will not request or accept, anything of value from any of the Released Parties as compensation or damages growing out of, resulting from, or connected in any way with his employment or the ending of his employment with the Company, the employment practices of the Company, or with any other act, conduct, or omission of any of the Released Parties, other than as specifically set out in this Agreement, whether sought directly by him or by any administrative agency or other public authority, individual, or group of individuals on his behalf. (h) The Employee specifically agrees and acknowledges that: (i) he has read and understands the terms of this Agreement, including the Releases; (ii) he is hereby advised in writing by the Company to consult with an attorney prior to executing this Agreement; (iii) following his execution of this Agreement he has seven (7) days in which to revoke his Employee Release and that, if he chooses not to so revoke, this Agreement shall become effective and enforceable on the eighth (8th) day following his execution of this Agreement (the “Effective Date”). To revoke the Employee Release, the Employee understands that he must give a written revocation to the company, within the seven (7)-day period following the Execution Date. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in the State of Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday or legal holiday. If he revokes the Employee Release, this Agreement will not become effective or enforceable and the Employee acknowledges and agrees that he will not be entitled to any benefits in Sections 3(a)(i), 3(a)(ii), 3(b)(i), and 3(b)(ii) hereof; this Agreement is the final offer made to Employee and he is hereby provided with twenty-one (21) days from October 9, 2014 to consider this Agreement in general and as specifically required by and under the OWBPA. Employee acknowledges that he was given a copy of this Agreement on October 9, 2014, that he has have had an opportunity to consult an attorney before signing it and was provided a period of at least 21 days, or until October 30, 2014, to consider this Agreement. Employee acknowledges that in signing this Agreement, he has relied only on the promises written in this Agreement shall be deemed a release, waiver or modifications of and not on any Parties’ rights other promise made by the Company. Employee acknowledges that he understands that he has seven days to enforce revoke this Agreement or the Xxxxxxx Field PSAafter execution hereof.

Mutual Release. (a) Subject to Section 8(bFor good and valuable consideration, the adequacy and sufficiency of which is acknowledged and confirmed, from and after the Settlement Effective Date, (i) and (c) of this Agreement, as of the Closing Date (as defined in the Xxxxxxx Field PSA) to the maximum extent permitted under applicable law, each of the Parties, for themselves and CRC on behalf of each itself and all of its past and present Affiliates and Related Parties (excluding, for the avoidance of doubt, Elk Hills Power and the Ares Entities, the “Debtor Group”), and (ii) the Ares Entities on behalf of themselves and all of their respective affiliates past and related persons present Affiliates and entitiesRelated Parties (excluding, for the avoidance of doubt, the Debtor Group and Elk Hills Power) (each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby each shall conclusively, absolutely, unconditionally, irrevocably and forever releases all other release, acquit, waive and forever discharge each of the others and their Affiliates and Related Parties and Elk Hills Power (as defined in the RSA) (each a “Released Party”) and each of their respective affiliates assets and related persons properties, to the fullest extent permitted by law, from and entities, against (x) any and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and xxxxxxxx of each all past or present Claims (as defined in section 101(5) of the foregoing persons and entities (collectively, the “Released Parties”Bankruptcy Code), from any claimscontroversies, liabilities, debts, obligations, rights, orders, executions, demands, causes of actionliens, lawsuits or other legal actions or proceedings against the Released Partiesjudgments, and all liabilitiesactions, administrative proceedings, suits, losses, damages, lossesinjuries, costs costs, expenses, causes of action of every kind and expenses that nature, remedies and liabilities whatsoever, including any Releasing Party incursderivative Claims or causes of actions asserted on its behalf, whether beforeknown or unknown, direct or indirect, foreseen or unforeseen, asserted or unasserted, absolute or contingent, liquidated or unliquidated, matured or unmatured, suspected or unsuspected, accrued or unaccrued, fixed, contingent, derivative, pending or threatened, existing or arising after the date of this Agreement, in law, equity or otherwise, whether for tort, fraud, contract violations of federal or state laws or otherwise, those causes of action based on veil piercing or alter-ego theories of liability, contribution, indemnification, joint liability or otherwise that such releasing party would have been legally entitled to assert (whether individually or collectively), that the Releasing Parties would have, at any time prior to, on or after the date of this Agreement, that arise inbeen legally entitled to assert in their own right (whether individually or collectively) or by, underthrough or on behalf of the holder of any claim or ownership interest in such Releasing Party, from based on or are related relating to Xxxxxxx Fieldany act, omission, transaction, circumstance, representation, misrepresentation, event, or other occurrence existing or taking place on or prior to the Settlement Effective Date based on or relating to, or in any manner arising from, in whole or in part, the Ground LeaseElk Hills Transactions or the Elk Hills Power Agreements, including, without limitation, the Development Agreement, Elk Hills Power Disputes (the City “Released Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022”), and (y) all matters related to any damages, liabilities, injuries, contributions, indemnities, compensation, obligations, costs, fees and expenses (including attorneys’ fees and expenses) or other obligations of the foregoingevery kind and nature whatsoever, from the beginning of time to and including whether known or unknown, direct or indirect, foreseen or unforeseen, asserted or unasserted, absolute or contingent, liquidated or unliquidated, matured or unmatured, suspected or unsuspected, accrued or unaccrued, fixed, contingent, derivative, pending or threatened, existing or arising after the date of this Agreement (collectively, “Damages”), based on or relating to, or in any manner arising from, in whole or in part, such Released Claims. Notwithstanding the foregoing, Section 2.3 shall not alter any rights or obligations of any person or entity arising under this Agreement, the RSA or other documentation entered into in connection with the Chapter 11 Cases and the releases provided for by this Section 2.3 shall be without prejudice to any release in the Confirmed Plan (as defined below). (b) Notwithstanding the foregoingEXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, nothing in this Agreement shall be deemed a releaseEACH PARTY EXPRESSLY AGREES THAT THE CLAIMS AND/OR DAMAGES RELEASED UNDER THIS AGREEMENT SHALL INCLUDE, waiver or modification of any claimsWITHOUT LIMITATION, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating theretoSUCH CLAIMS AND/OR DAMAGES ARISING PRIOR TO THE SETTLEMENT EFFECTIVE DATE AS A DIRECT OR INDIRECT RESULT OF THE GROSS NEGLIGENCE AND/OR WILLFUL MISCONDUCT OF ANY RELEASED PARTY. (c) The release of Released Parties contained in this Section 2.3 is a final release, effective as of the Settlement Effective Date, even if there may exist a mistake on the part of any Releasing Party as to the extent and nature of the Claims, injuries and damages of the Releasing Parties against the Released Parties. For the avoidance of doubt, each of the Parties knowingly grants the release contained in this Section 2.3 notwithstanding that such Party may discover after the date of this Agreement facts in addition to, or different from, those which either such Party now knows or believes to be true, and without regard to the subsequent discovery or existence of such different or additional facts, and such Party expressly waives any and all rights that such Party may have under any statute or common law principle which would limit the effect of the release to those Claims actually known or suspected to exist before the Settlement Effective Date. Each of the Parties represents and warrants that it has access to adequate information regarding the terms of this Agreement, the scope and effect of the release contained in this Section 2.3 and all other matters encompassed by this Agreement to make an informed and knowledgeable decision with regard to entering into the Agreement. Each of the Parties further represents and warrants that it has not relied upon any other Party in deciding to enter into the Agreement and has instead made its own independent analysis and decision to enter into the Agreement. Each of the Parties agrees and acknowledges that, except as expressly provided in this Agreement, no other Party, in any capacity, has warranted or otherwise made any representations concerning any Released Claim (including any representation or warranty concerning the existence, non-existence, validity or invalidity of any Released Claim). (d) Each Party agrees that this Agreement, following the Settlement Effective Date, may be pleaded as a full and complete defense to, 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 this Agreement by it or any other Releasing Party. Notwithstanding anything to the contrary contained in this Agreement, each of the Parties agrees that if any release contained in this Section 2.3 shall be unenforceable against any Releasing Party, and such Releasing Party institutes or files any cause of action against any Released Party, then the releases contained in this Section 2.3 shall not be effective in preventing any such Released Party from raising any defenses, objections, set-offs, recoupments or counterclaims to such cause of action against such Releasing Party, in each case solely to the extent to offset any such cause of action. (e) Each Party expressly agrees that this Agreement shall apply to all unknown and any unanticipated injuries and damages of any Releasing Party, as well as those now known by any Releasing Party, arising out of, relating to or in connection with, in whole or in part, the actions or omissions of any Released Parties prior to the Settlement Effective Date. Without limiting the generality of the foregoing, nothing each Party expressly waives and relinquishes any and all rights such Party may have under any federal, state or local statute, rule, regulation or principle of common law or equity (including, without limitation, any such statute, rule, regulation or principle that is equivalent or comparable to California Civil Code § 1542) which provides that a release does not extend to Claims which the claimant does not know or suspect to exist in its favor at the time of providing the release or which may in any way limit the effect or scope of the release with respect to Released Claims which such Party did not know or suspect to exist in such Party’s favor at the time of providing the release, which in each case if known by it may have materially affected its settlement with any Released Party. Each of the Parties expressly acknowledges that the releases and covenants not to xxx contained in this Agreement shall be deemed a releaseare effective regardless of whether those released matters or Released Claims are presently known or unknown, waiver suspected or modifications unsuspected, or foreseen or unforeseen. (f) Subject to the terms and conditions set forth in this Agreement and except with respect to the exclusion of certain Claims pursuant to this Agreement, each Party warrants, covenants and agrees (on behalf of itself and all of its Related Persons) that from and after the Settlement Effective Date, it will not xxx or otherwise commence, maintain, prosecute or voluntarily aid any legal action or other proceeding against any of the Released Parties with respect to any of the Released Claims in any administrative or judicial forum of any Parties’ jurisdiction. Each Party also agrees not to give notice of or file any complaint against any Released Party with, any governmental or non-governmental Authority, based on, or which involves, any Claim or Damages that arises from any Released Claim. For the avoidance of doubt, this Section 2.3 is not intended to, and shall not be construed to, prevent any Party from enforcing its rights to enforce under this Agreement or Agreement, the Xxxxxxx Field PSARSA, the Plan and the other definitive documentation entered into in connection with any of the foregoing.

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, Effective as of the Closing Date (as defined in but only if the Xxxxxxx Field PSA) to the maximum extent permitted under applicable lawClosing actually occurs), each of the PartiesBuyer, for themselves and on behalf of itself and each of their its Subsidiaries (including the Company Group), on the one hand, and the Sellers, on the other hand, in each case on behalf of its respective affiliates past, present or future officers, directors, employees, agents, general or limited partners, managers, management companies, members, stockholders, equity holders, controlling Persons, Representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “Releasing Parties”), hereby irrevocably and related persons unconditionally releases and entitiesforever discharges the other party and its respective Affiliates, and each of their the foregoing’s respective shareholderspast, present or future officers, directors, employees, agents, general or limited partners, managers, management companies, members, trusteesstockholders, beneficiariesequity holders, directorscontrolling persons, managersRepresentatives or Affiliates, employeesor any heir, agents and representativesexecutor, and the predecessorsadministrator, successors, assigns, heirs and devisees successor or assign of each any of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and xxxxxxxx of each of the foregoing persons and entities (collectively, the “Released Parties”), ) of and from any claims, demandsand all actions, causes of action, lawsuits suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts and covenants (whether express or other legal actions implied), and claims and demands whatsoever whether in law or proceedings in equity (whether based upon contract, tort, contribution or otherwise) which the Releasing Parties may have against each of the Released Parties, and all liabilitiesnow or in the future, damagesin each case in respect of any cause, losses, costs and expenses that matter or thing solely relating to the Company Group or any Releasing Party incurs, whether before, on actions taken or after the date of this Agreement, that arise in, under, from or are related failed to Xxxxxxx Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement be taken by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from Released Parties in any capacity solely related to the beginning of time Company or the Company Subsidiaries occurring or arising on or prior to and including the date of this Agreement. (b) Closing Date. Notwithstanding the foregoing, nothing in this Agreement Section 9.17 (i) shall be deemed a release, waiver release any claims arising from the rights or modification obligations of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce person under this Agreement or the Xxxxxxx Field PSAAncillary Documents (subject to the terms and conditions set forth herein and therein) or (ii) shall operate to limit the liability of either of the Sellers, on the one hand, or Buyer, on the other hand, to the other party for Fraud.

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, Effective as of the Closing Date (as defined in but only if the Xxxxxxx Field PSA) to Closing actually occurs), except for any rights or obligations under this Agreement and the maximum extent permitted under applicable lawother Transaction Agreements, each of the PartiesBuyer, for themselves and on behalf of itself and each of their respective affiliates its Subsidiaries (including the Companies) on the one hand, and related persons Seller, on behalf of itself and entitieseach of its Subsidiaries, on the other hand, and each of its and their respective shareholderspast, present and/or future officers, directors, agents, general or limited partners, managers, management companies, members, trusteesadvisors, beneficiariesstockholders, directorsequity holders, managerscontrolling Persons, employeesother representatives or Affiliates, agents and representativesor any heir, and the predecessorsexecutor, successorsadministrator, assigns, heirs and devisees successor or assign of each any of the foregoing persons and entities (eachcollectively, a the “Releasing PartyParties”), hereby unconditionally, irrevocably and unconditionally releases and forever releases all discharges Seller and its Affiliates (other Parties than the Companies), in the case of Buyer, and each Buyer and its Affiliates (including the Companies), in the case of their respective affiliates and related persons and entitiesSeller, and each of their the foregoing’s respective shareholderspast, present or future officers, directors, agents, general or limited partners, managers, management companies, members, trusteesadvisors, beneficiariesstockholders, directorsequity holders, managerscontrolling Persons, employeesother representatives or Affiliates, agents and representativesor any heir, and the predecessorsexecutor, successorsadministrator, assigns, heirs and xxxxxxxx successor or assign of each any of the foregoing persons and entities (collectively, the “Released Parties”), ) of and from any claims, demandsand all actions, causes of action, lawsuits suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, Contracts and covenants (whether express or other legal actions implied), and claims and demands whatsoever whether in law or proceedings in equity (whether based upon contract, tort or otherwise) which the Releasing Parties may have against each of the Released Parties, and all liabilitiesnow or in the future, damagesin each case in respect of any cause, losses, costs and expenses that any Releasing Party incurs, whether before, on matter or after thing relating to the date of this Agreement, that arise in, under, from or are related to Xxxxxxx FieldCompanies, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement Business or any actions taken or failed to be taken by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from Released Parties in any capacity related to Companies or the beginning of time to and including the date of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver Business occurring or modification of any claims, demands, causes of action, lawsuit arising on or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect prior to the Plan, the Confirmation Order or any matters relating theretoClosing Date. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the Xxxxxxx Field PSA.

Mutual Release. (a) Subject to Section 8(b) Effective from and (c) of this Agreement, as of after the Closing Date (as defined in the Xxxxxxx Field PSA) to the maximum extent permitted under applicable lawEffective Date, each of SPAC and Merger Sub, on the Partiesone hand, for themselves and the Company and Holdings, on the other hand, acknowledge and agree, in each case on behalf of each of their respective affiliates and related persons and entities, itself and each of their its respective shareholdersAffiliates, Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, trusteesinvestors, beneficiaries, directors, managers, employees, agents and equity holders or other representatives, and the predecessors, successors, assigns, heirs and devisees of each of the foregoing persons and entities predecessors or assigns (each, a “Releasing Party”), hereby unconditionallythat: a. Releasing Party (i) has no Claims (as defined below), irrevocably (ii) has not transferred or assigned, or purported to transfer or assign, any Claims, and forever releases all (iii) will not transfer or assign, or purport to transfer or assign, any Claims, in each case, against the Company or Holdings, on the one hand, or SPAC or Merger Sub, on the other Parties and each hand, or any of their respective affiliates and related persons and entitiesAffiliates, and each of their respective shareholdersSubsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, trusteesinvestors, beneficiaries, directors, managers, employees, agents and equity holders or other representatives, and the predecessors, successors, assigns, heirs and xxxxxxxx of each of the foregoing persons and entities predecessors or assigns (collectively, the “Released Parties”); b. Releasing Party hereby unconditionally, from irrevocably and forever releases, acquits and discharges the Released Parties from, and covenants not to sue any Released Parties for, any and all claims, demands, allegations, assertions, complaints, controversies, charges, duties, grievances, rights, causes of action, lawsuits or other legal actions or proceedings against the Released Partiesactions, and all suits, liabilities, debts, obligations, promises, commitments, agreements, guarantees, endorsements, duties, damages, costs, losses, costs debts and expenses that (including attorneys’ fees and costs incurred) of any Releasing Party incursnature whatsoever, whether beforeincluding, on or after notwithstanding anything to the date of this Agreement, that arise in, under, from or are related to Xxxxxxx Field, contrary contained in the Ground Lease, the Development Business Combination Agreement, the City ClaimsNote Purchase Agreement (together with the other documents and transactions contemplated thereby), or any of the Transaction Documents, relating to fraud or willful breach (whether direct or indirect, known or unknown, disclosed or undisclosed, matured or unmatured, accrued or unaccrued, asserted or unasserted, absolute or contingent, determined or conditional, express or implied, fixed or variable and whether vicarious, derivative, joint, several or secondary) in connection with or arising from the Business Combination Agreement, the SCCDC ClaimNote Purchase Agreement (together with the other documents and transactions contemplated thereby), the PlanTransaction Documents or the Transactions, including but not limited to their negotiation, execution, performance or nonperformance (collectively, “Claims”), that Releasing Party has or had or can, will or may now or hereafter have, including any Claims arising under any applicable Law; provided that the Confirmation OrderClaims released hereby shall not include, and nothing in this Section 2 constitutes a release or waiver of, any rights of the Guaranty Agreement Releasing Parties arising under that certain Subordinated Convertible Promissory Note Purchase Agreement, dated as of October 11, 2022, by and among the JQH Trust Company and certain of its affiliates, the City and Commerce Bank dated Lenders (as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022defined therein), and all matters related to any of the foregoing, from the beginning of time to other documents and including the date of this Agreementtransactions contemplated thereby. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the Xxxxxxx Field PSA.

Mutual Release. (a) Subject to Section 8(b) and (c) of this Agreement, as of 5.7.1 Effective upon the Closing Date (as defined in the Xxxxxxx Field PSA) to the maximum extent permitted under applicable lawClosing, each of the PartiesSeller Party, for themselves and on behalf of each of their respective affiliates such Seller Party and related persons and entities, its Affiliates and each of their respective shareholdersassigns, heirs, beneficiaries, representatives and agents (collectively, the “Seller Releasing Parties”), hereby irrevocably and fully waives, releases, acquits and discharges forever, Buyer and its Affiliates and each of their present and former direct or indirect partners, members and equityholders, and the officers, directors, partners, members, trusteesequityholders, beneficiaries, managing directors, managers, employees, agents and principals, trustees, representatives, and the subsidiaries, predecessors, successors, assigns, heirs beneficiaries, heirs, executors, insurers, attorneys and devisees Affiliates of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and xxxxxxxx of each of the foregoing persons and entities them (collectively, the “Buyer Released Parties”), from any claims, demands, and all Losses and causes of actionaction of every kind and nature whatsoever, lawsuits at law or other legal actions in equity, whether known or proceedings unknown, that such Seller Releasing Parties, or any of them, may have had in the past, may now have or may have in the future against the Buyer Released Parties, or any of them, which relate to or arise out of the operations and all liabilitiesactivities of Seller or the Business or any of its Affiliates related to the Business prior to or on the Closing Date, damagesincluding, lossesany claims arising out of or related to the Supply Agreement (the “Seller Claims”), costs and expenses that other than (a) any claims arising out of this Agreement or in any other agreement, instrument, certificate or document delivered by or on behalf of Buyer to which such Seller Releasing Party incursis a party, whether before, on or after the date of this Agreement, that arise in, under, from or are related to Xxxxxxx Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreement. (b) Notwithstanding claims for payment for products purchased prior to Closing by a Buyer Releasing Party under the foregoing, nothing in this Agreement shall be deemed a release, waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trust, the Charitable TrustSupply Agreement, and JDH with respect to the Plan, the Confirmation Order or any matters relating thereto. (c) Notwithstanding counterclaims and defenses related to Warranty Claims (collectively the foregoing“Seller Excluded Claims”). 5.7.2 Effective upon the Closing, nothing Buyer, on behalf of itself and its Affiliates and each of their respective assigns, heirs, beneficiaries, representatives and agents (collectively, the “Buyer Releasing Parties”), hereby irrevocably and fully waives, releases, acquits and discharges forever, the Seller Parties and their respective Affiliates and each of their present and former direct or indirect partners, members and equityholders, and the officers, directors, partners, members, equityholders, managing directors, employees, principals, trustees, representatives, subsidiaries, predecessors, successors, assigns, beneficiaries, heirs, executors, insurers, attorneys and Affiliates of each of them (collectively, the “Seller Released Parties”), from any and all Losses and causes of action of every kind and nature whatsoever, at law or in this Agreement equity, whether known or unknown, that such Buyer Releasing Parties, or any of them, may have had in the past, may now have or may have in the future against the 33 Seller Released Parties, or any of them, which arise out of or relate to Performance Claims (the “Buyer Claims”). For the avoidance of doubt, “Buyer Claims” shall be deemed a release, waiver or modifications not include (a) any claims arising out of any Parties’ rights to enforce this Agreement or in any other agreement, instrument, certificate or document delivered by or on behalf of Seller to which such Buyer Releasing Party is a party) (b) any Warranty Claims, and (c) any claims other than Performance Claims (the Xxxxxxx Field PSA“Buyer Excluded Claims”).

Mutual Release. (a) Subject Each Party, for and on behalf of itself and its Related Parties (other than its agents, representatives, advisors and shareholders unless such agent, representative, advisor or shareholder falls within another category of a Related Party), does hereby unequivocally release and discharge, and hold harmless, each other Party and any of their respective former, current or future officers, directors, agents, advisors, representatives, managers, members, partners, shareholders, employees, Subsidiaries, Affiliates (including, without limitation, controlling persons), employees of Affiliates, principals, and any heirs, executors, administrators, successors or assigns of any said person or entity (the “Related Parties”), from any and all actions, causes of action, choses in action, cases, claims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, injuries, xxxxx, damages, judgments, remedies, extents, executions, demands, liens and liabilities whatsoever, in law, equity or otherwise, whether made directly or derivatively (collectively, “Actions”), that in any way arises from or out of, are based upon, or are in connection with or relate to: the Merger Agreement or the Ancillary Agreements or the transactions contemplated thereby; any breach, non-performance, action or failure to Section 8(b) act under the Merger Agreement, the Ancillary Agreements or in connection therewith; the events leading to the abandonment of the Merger and (c) the termination of the Merger Agreement and the Ancillary Agreements; any transaction or potential transaction involving the sale of the Company; or any press release, public disclosure or private communication relating to the Merger Agreement or the Ancillary Agreements or the transactions contemplated thereby that has been released, disclosed or communicated in the past or is to be released, disclosed or communicated in connection with the execution of this Agreement, as of including but not limited to the Closing Date (as defined press release described in Annex C hereto, or in connection with any such press release, public disclosure or private communication that is released, disclosed or communicated in the Xxxxxxx Field PSA) to the maximum extent permitted under applicable lawfuture provided it is done in compliance with Sections 4 and 5 of this Agreement, in each case, which have been asserted against a Party or any of the its Related Parties or which, whether currently known or unknown, such Party or its Related Parties, for themselves and on behalf or any successors or assigns of each of any said Persons, ever could have asserted or ever could assert, in any capacity, against the other Parties or their respective affiliates Related Parties, in any capacity, relating to any claims, or any transactions and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and devisees of each of occurrences from any time in connection with the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, partners, members, trustees, beneficiaries, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and xxxxxxxx of each of the foregoing persons and entities (collectively, the “Released PartiesClaims”); provided, however, (i) no Party shall be released from any claimsbreach of this Agreement and no Party shall be released from its obligations under the Promissory Note executed by such Party, demands(ii) unless otherwise provided hereunder, causes of actionno party to the Confidentiality Documents shall be released from any Actions which may arise thereunder, lawsuits or other legal actions or proceedings against (iii) no party to the Released PartiesStandstill Agreement shall be released from any Actions which may arise thereunder, and all liabilities(iv) no party to the Indemnity Agreement shall be released from any Action which may arise thereunder; provided further, damages, losses, costs and expenses that any Releasing Party incursActions which may arise in accordance with preceding clauses (i), whether before(ii), on or after the date of this Agreement, that arise in, under, from or (iii) and (iv) are related to Xxxxxxx Field, the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, explicitly excluded from the beginning definition of time to and including the date of this AgreementReleased Claims. (b) Notwithstanding It is understood and agreed that the foregoingpreceding paragraph is a full and final release covering all known as well as unknown or unanticipated debts, nothing claims or damages of the Parties and their Related Parties relating to or arising out of the Merger Agreement, the Ancillary Agreements and the transactions contemplated by any of such agreements. Therefore, each of the Parties expressly waives any rights it may have under statute or common law principle under which a general release does not extend to claims which such Party does not know or suspect to exist in this Agreement shall be deemed a its favor at the time of executing the release, which if known by such Party must have affected such Party’s settlement with the other. In connection with such waiver or modification of any claims, demands, causes of action, lawsuit or other legal action or proceeding among the JQH Trustand relinquishment, the Charitable Trust, and JDH Parties acknowledge that they or their attorneys or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the PlanReleased Claims, but that it is their intention hereby fully, finally and forever to settle and release all of the Released Claims. In furtherance of this intention, the Confirmation Order or any matters relating thereto. (c) Notwithstanding the foregoing, nothing in this Agreement releases herein given shall be deemed a release, waiver and remain in effect as full and complete mutual releases with regard to the Released Claims notwithstanding the discovery or modifications existence of any Parties’ rights to enforce this Agreement such additional or the Xxxxxxx Field PSAdifferent claim or fact.

Mutual Release. (a) Subject to Section 8(b) In consideration of the covenants and (c) of this Agreementagreements contained herein, Straight Path, effective as of the Closing Effective Date (as defined in the Xxxxxxx Field PSA) to the maximum extent permitted under applicable lawSection 3), each of the Partiesforever releases, for themselves holds harmless, relinquishes, acquits, settles, and on behalf of each of their respective discharges IDT, its affiliates and related persons IDT’s and entities, and each of their respective shareholders, partners, its affiliates’ members, trusteesconsultants, beneficiariesaffiliates, officers, directors, managers, employees, agents and representativesattorneys, and the predecessorsagents, successorssubsidiaries, assigns, heirs and devisees of each of the foregoing persons and entities (each, a “Releasing Party”), hereby unconditionally, irrevocably and forever releases all other Parties and each of their respective affiliates and related persons and entities, and each of their respective shareholders, general partners, memberslimited partners, trusteespartnerships, beneficiariessuccessors and assigns (in each case, directors, managers, employees, agents and representatives, and the predecessors, successors, assigns, heirs and xxxxxxxx of each of the foregoing persons and entities (collectively, the “Released Parties”), solely in such persons’ capacities as such with respect to IDT) from any and all claims, demandsrights, causes of action, lawsuits or other legal actions or proceedings against the Released Partiessuits, obligations, damages and all liabilities, damagesknown or unknown (including but not limited to claims, lossesrights, costs causes of action, suits, obligations, damages and expenses that any Releasing Party incursliabilities under Article VI of the Separation Agreement arising from, whether before, based on or after relating to any FCC investigation (of either Straight Path or IDT), the date of Consent Decree, the Securities Claims and the MOU), any class action or derivative action or any other claim, threatened or otherwise, known or unknown, arising from any action by IDT, its affiliates, subsidiaries, officers or directors, provided that such release does not release any party’s obligations under (i) the Tax Separation Agreement between IDT and Straight Path, dated July 31, 2013, (ii) this Agreement, that arise in(iii) the Exchange Agreement (as defined in Section 4(a) below), under(iv) the SPIP LLC Operating Agreement (as defined in Section 4(c) below), from (v) the Redemption Agreement (as defined in Section 4(d) below), or are related to Xxxxxxx Field, (vi) the Ground Lease, the Development Agreement, the City Claims, the SCCDC Claim, the Plan, the Confirmation Order, the Guaranty Stock Transfer Agreement by and among the JQH Trust and certain of its affiliates, the City and Commerce Bank dated (as of December 1, 2002, the Collateral Agent Agreement by and between the JQH Trust and certain of its affiliates, the City, the SCCDC and Commerce Bank dated as of December 1, 2022, and all matters related to any of the foregoing, from the beginning of time to and including the date of this Agreementdefined in Section 4(d) below). (b) Notwithstanding In consideration of the foregoingcovenants and agreements contained herein, nothing IDT, effective as of the Effective Date, forever releases, holds harmless, relinquishes, acquits, settles, and discharges Straight Path, its affiliates and Straight Path’s and its affiliates’ members, consultants, affiliates, officers, directors, employees, attorneys, agents, subsidiaries, general partners, limited partners, partnerships, successors and assigns (in this Agreement shall be deemed a releaseeach case, waiver or modification of solely in such persons’ capacities as such with respect to Straight Path) from any and all claims, demandsrights, causes of action, lawsuit suits, obligations, damages and liabilities, known or other legal unknown (including but not limited to claims, rights, causes of action, suits, obligations, damages and liabilities under Article VI of the Separation Agreement arising from, based on or relating to any FCC investigation (of either Straight Path or IDT), the Consent Decree, the Securities Claims or the MOU), any class action or proceeding among the JQH Trust, the Charitable Trust, and JDH with respect to the Plan, the Confirmation Order derivative action or any matters relating theretoother claim, threatened or otherwise, known or unknown, arising from any action by Straight Path, its affiliates, subsidiaries, officers or directors, provided that such release does not release any party’s obligations under (i) the Tax Separation Agreement between IDT and Straight Path, dated July 31, 2013, (ii) this Agreement, (iii) the Exchange Agreement (as defined in Section 4(a) below), (iv) the SPIP LLC Operating Agreement (as defined in Section 4(c) below), (v) the Redemption Agreement (as defined in Section 4(d) below), or (vi) the Stock Transfer Agreement (as defined in Section 4(d) below). (c) Notwithstanding Straight Path and IDT acknowledge that the foregoing, nothing in foregoing releases were separately bargained for and are an essential element of this Agreement shall be deemed a release, waiver or modifications of any Parties’ rights to enforce this Agreement or the Xxxxxxx Field PSAAgreement.