Common use of Mutual Releases Clause in Contracts

Mutual Releases. (a) Effective as of the Effective Time, subject to the limitations set forth in Section 8(c), the Company on behalf of itself and, except for Shareholder and the Shareholder Affiliates, for each of its direct and indirect Affiliates, subsidiaries, subdivisions, successors, predecessors, shareholders, partners, members, managers and assigns, and their present and former officers, directors, legal representatives, employees, agents, and attorneys and other professionals, and their heirs, executors, administrators, trustees, successors and assigns (collectively, “Company Releasing Parties”), hereby irrevocably releases and forever discharges and covenants not to xxx: (w) Shareholder and the Shareholder Affiliates, excluding the Company and its subsidiaries (collectively, the “Shareholder Group”), (x) each of the present and former directors and officers of each member of the Shareholder Group, (y) each of the respective direct and indirect parent companies, Affiliates, subsidiaries, subdivisions, successors, predecessors, affiliated management companies, funds or vehicles advised directly or indirectly by any such affiliated management companies, shareholders, members, managers, partners and assigns (collectively with respect to any Person, the Persons in this clause (y), the “Related Entities”) of any member of the Shareholder Group, and (z) each of the present and former Related Entities, officers, directors, managing and executive directors, managers or members of the boards of managers, partners, legal representatives, managers, employees, agents, professional and financial advisors and sub-advisors, investment bankers, accountants, attorneys and other professionals of the persons identified in clauses (x) and (y) immediately above, and the family members, estates, assets, trusts, heirs, executors, administrators, trustees, successors and assigns of the Persons identified in clauses (w), (x), (y) and (z) immediately above (collectively all of the foregoing released Persons in this Section 8, the “Shareholder Released Parties”) of and from any and all claims, causes of action, suits, remedies, debts, liabilities, losses, demands, rights, obligations, damages, expenses, attorneys’ or other professionals’ fees whatsoever then existing or thereafter arising, whether based on or sounding in or alleging (in whole or in part) tort, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities laws, breach of fiduciary duty, any other legal theory or otherwise, whether individual, class, direct or derivative in nature, liquidated or unliquidated, fixed or contingent, whether at law or in equity, whether based on federal, state or foreign law or right of action, foreseen or unforeseen, matured or unmatured, known or unknown, disputed or undisputed, accrued or not accrued, or otherwise (collectively, “Company Claims”), that the Company Releasing Parties have, had or can, shall or may now or hereafter have against the Company Released Parties, from the beginning of time up to and through the Effective Time, that arise out of, relate to, or are in any way connected with the Company. For the avoidance of doubt, neither the Company nor any subsidiary thereof is included the Shareholder Group or as a Shareholder Released Party. (b) Effective as of the Effective Time, subject to the limitations set forth in Section 8(d), Shareholder, on behalf of itself and, except for the Company and its subsidiaries, for each of its direct and indirect Affiliates, subsidiaries, subdivisions, successors, predecessors, shareholders, partners, members, managers and assigns, and their present and former officers, directors, legal representatives, employees, agents, and attorneys and other professionals, and their heirs, executors, administrators, trustees, successors and assigns (collectively, the “Shareholder Releasing Parties”), hereby irrevocably releases and forever discharges and covenants not to xxx: (w) the Company, (x) each of the present and former directors and officers of each of Company and the direct or indirect subsidiaries or Affiliates thereof, (y) each of the Related Entities of the Persons identified in clause (w), and (z) each of the present and former Related Entities, officers, directors, managing and executive directors, managers or members of the boards of managers, partners, legal representatives, managers, employees, agents, professional and financial advisors and sub-advisors, investment bankers, accountants, attorneys and other professionals of the Persons identified in clauses (x) and (y) immediately above, and the family members, estates, assets, trusts, heirs, executors, administrators, trustees, successors and assigns of the Persons identified in clauses (w), (x), (y) and (z) immediately above (collectively all of the foregoing released Persons in this Section 8(b), the “Company Released Parties”) of and from any and all claims, causes of action, suits, remedies, debts, liabilities, losses, demands, rights, obligations, damages, expenses, attorneys’ or other professionals’ fees whatsoever then existing or thereafter arising, whether based on or sounding in or alleging (in whole or in part) tort, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities laws, breach of fiduciary duty, any other legal theory or otherwise, whether individual, class, direct or derivative in nature, liquidated or unliquidated, fixed or contingent, whether at law or in equity, whether based on federal, state or foreign law or right of action, foreseen or unforeseen, matured or unmatured, known or unknown, disputed or undisputed, accrued or not accrued, or otherwise (collectively, “Shareholder Claims” and, together with Company Claims, “Claims”), that the Company Releasing Parties have, had, or can, shall or may now or hereafter have against the Company Released Parties, from the beginning of time up to and through the Effective Time, that arise out of, relate to, or are in any way connected with the Company. (c) Notwithstanding anything to the contrary contained in this Section 8, the Company Released Parties will remain liable to the Shareholder Releasing Parties, with respect to the liabilities and obligations, if any, they may have to the Shareholder Releasing Parties, (i) pursuant to this Agreement, the Confidentiality Agreement or any other agreement or document executed or delivered pursuant to or in connection with this Agreement and (ii) any rights any Shareholder Releasing Party may have to indemnification or advancement or reimbursement of expenses under any D&O policy, indemnification agreement or pursuant to the organizational documents of the Company or any of its Subsidiaries or employee benefit plan or related trust thereof (in each case, for the avoidance of doubt, as amended from time to time). (d) Notwithstanding anything to the contrary contained in this Section 8, the Shareholder Released Parties will remain liable to the Company Releasing Parties, with respect to the liabilities and obligations, if any, they may have to the Company Releasing Parties pursuant to this Agreement, the Confidentiality Agreement or any other agreement or document executed or delivered pursuant to or in connection with this Agreement (in each case, for the avoidance of doubt, as amended from time to time). (e) Notwithstanding anything to the contrary contained in this Section 8, no Shareholder Releasing Party or Company Releasing Party is waiving or being required to waive any Claim with respect to any actual and intentional fraud by any other Person, or any right that cannot be waived under applicable Law, and nothing contained in this Release will be construed as an admission by any Shareholder Releasing Party or Company Releasing Party of any liability of any kind to any Person. (f) Each of the undersigned, as a Shareholder Releasing Party or a Company Releasing Party (each, a “Releasor”), on behalf of himself, herself or its itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby waives any and all rights under Section 1542 of the Civil Code of California, and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction, which states in full (or otherwise in substance) as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Each Releasor, on behalf of himself, herself or itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby knowingly and willingly waives the provisions of Section 1542 of the Civil Code of California and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction that operates to bar the release of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this release and this Agreement. In particular, each Releasor, on behalf of himself, herself or itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby acknowledges that it has reviewed this Release with its legal counsel, and each Releasor understands and acknowledges the significance and consequences of this Release and, in particular, of the waiver provided in this Section 8(f).

Mutual Releases. (a) Effective as 1.1. [Holdings,] [Theraplant] and [TH] Release of Lenders and NewCo. On the Effective TimeDate, subject to the limitations set forth in last sentence of this Section 8(c)1.1, the Company each of [Holdings,] [Theraplant] and [TH], on behalf of itself itself, its affiliates, its subsidiaries, and, except for Shareholder other than (i) the individuals and the Shareholder Affiliatesentities listed on Schedule I hereto and (ii) any other individual or entity that directs or supports (including by supporting litigation seeking) a Holdings Board Change (as defined in that certain Amendment to Transaction Support Agreement dated as of February 6, for 2023), each of its [its][their] respective former or current officers, employees, directors, direct and or indirect Affiliatesequity holders, subsidiariesagents, subdivisionsrepresentatives, owners, members, partners, financial advisors, legal advisors, principals, shareholders, managers, consultants, accountants, attorneys, affiliates, assigns, successors, successors in interest, predecessors, and predecessors in interest, and other than the individuals and entities listed on Schedule I hereto, each of the subsidiaries, former or current directors, officers, employees, direct or indirect equity holders, agents, representatives, owners, members, partners, financial advisors, legal advisors, principals, shareholders, partnersmanagers, membersconsultants, managers and accountants, attorneys, affiliates, assigns, and their present and former officerssuccessors, directorssuccessors in interest, legal representatives, employees, agentspredecessors, and attorneys predecessors in interest of [Holdings,] [Theraplant,] [and other professionalsTH] (each, and their heirssolely in each such capacity, executors, administrators, trustees, successors and assigns (collectively, a “Company Releasing PartiesGreenrose Releasor”), hereby irrevocably releases waives, releases, and forever discharges the Lenders and covenants not to xxx: (w) Shareholder NewCo, their respective affiliates, subsidiaries, and the Shareholder Affiliateseach of their respective former or current officers, excluding the Company employees, directors, direct or indirect equity holders, affiliated investment funds, affiliated investment vehicles, managed accounts, managed funds, agents, representatives, owners, members, partners, financial advisors, legal advisors, investment advisors, fund advisors, principals, shareholders, managers, consultants, accountants, attorneys, affiliates, assigns, successors, successors in interest, predecessors, and its subsidiaries predecessors in interest (collectively, the “Shareholder Group”), (x) each of the present and former directors and officers of each member of the Shareholder Group, (y) each of the respective direct and indirect parent companies, Affiliates, subsidiaries, subdivisions, successors, predecessors, affiliated management companies, funds or vehicles advised directly or indirectly by any solely in such affiliated management companies, shareholders, members, managers, partners and assigns (collectively with respect to any Person, the Persons in this clause (y)capacity, the “Related EntitiesLender/NewCo Releasees”) of any member of the Shareholder Group, from and (z) each of the present and former Related Entities, officers, directors, managing and executive directors, managers or members of the boards of managers, partners, legal representatives, managers, employees, agents, professional and financial advisors and sub-advisors, investment bankers, accountants, attorneys and other professionals of the persons identified in clauses (x) and (y) immediately above, and the family members, estates, assets, trusts, heirs, executors, administrators, trustees, successors and assigns of the Persons identified in clauses (w), (x), (y) and (z) immediately above (collectively all of the foregoing released Persons in this Section 8, the “Shareholder Released Parties”) of and from against any and all claims, obligations, suits, judgments, charges, actions, proceedings, damages, demands, debts, rights, remedies, causes of action, suits, remedies, debts, liabilities, lossesmatters, demandsliens, rightsmortgages, obligationssecurity interests, damagespledges, expensesencumbrances, attorneys’ privileges, priorities or other professionals’ fees whatsoever then existing or thereafter arisingissues, whether based on or sounding in or alleging (in whole or in part) tort, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities laws, breach of fiduciary duty, any other legal theory or otherwise, whether individual, class, direct or derivative in nature, liquidated or unliquidated, fixed or contingent, whether at law known or in equity, whether based on federal, state or foreign law or right of actionunknown, foreseen or unforeseen, foreseeable or unforeseeable, matured or unmatured, known or unknownin law, disputed or undisputed, accrued or not accrued, equity or otherwise (collectively, “Company Claims”), that the Company Releasing Parties which such Greenrose Releasor has, had, or may hereafter have, had on any ground whatsoever, at law, in equity, or canunder any contract, shall agreement, statute, rule, regulation, or may now order or hereafter have otherwise, existing or hereinafter arising, against any of the Company Released PartiesLender/NewCo Releasees with respect to any event, from the beginning of time up to and through the Effective Timematter, that arise Claim, occurrence, damage, liability, obligation, act, omission, or injury, directly or indirectly arising out of, relate related to, or are associated with, in any way connected with manner, in whole or in part, in respect of or relating to the Company. For relationship between the avoidance of doubtGreenrose Releasors and the Lender/NewCo Releasees on or prior to the Effective Date, neither including but not limited to (A) the Company nor Existing Debt or any subsidiary thereof is included other Loan Document (as defined in the Shareholder Group Credit Agreement) and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or as a Shareholder Released Party. (boral) Effective as related to any of the Effective Timeforegoing, subject including with respect to all such foregoing documents and transactions the negotiation, documentation, and consummation thereof, and/or the Events of Default, in each case, arising on or prior to the limitations set forth in Section 8(d), Shareholder, on behalf of itself and, except for the Company and its subsidiaries, for each of its direct and indirect Affiliates, subsidiaries, subdivisions, successors, predecessors, shareholders, partners, members, managers and assignsEffective Date, and their present (B) the Foreclosure, the Transaction Support Agreement, the Marketing Process, the Greenrose Entities’ strategic alternatives process, the Foreclosure Agreement, the Forbearance Agreements, Amendment No. 2, the amendments to the bylaws of Holdings adopted on October 3, 2022 and former officersall other agreements, directorscertificates, legal representatives, employees, agents, and attorneys instruments and other professionals, documents and their heirs, executors, administrators, trustees, successors and assigns statements (whether written or oral) relating to any of the foregoing (collectively, the “Shareholder Releasing PartiesTransactions”), including with respect to all such foregoing documents and Transactions, the negotiation, documentation, and consummation thereof, in each case arising on or prior to the Effective Date (the Claims described in this Section 1.1, collectively, the “Released Claims”). Notwithstanding anything to the contrary herein, (i) the individuals and entities listed on Schedule I hereto and (ii) any other individual or entity that directs or supports (including by supporting litigation seeking) a Holdings Board Change (as defined in that certain Amendment to Transaction Support Agreement dated as of February 6, 2023) shall not, under any circumstances, be Greenrose Releasors. 1.2. Lenders’ and NewCo’s Release of [Holdings,] [TH] [and Theraplant]. On the Effective Date, subject to the last sentence of this Section 1.2, each Lender and NewCo, in each case on behalf of itself, its affiliates, subsidiaries, and each of their respective current officers, employees, directors, direct or indirect equity holders, affiliated investment funds, affiliated investment vehicles, managed accounts, managed funds, agents, representatives, owners, members, partners, financial advisors, legal advisors, investment advisors, fund advisors, principals, shareholders, managers, consultants, accountants, attorneys, affiliates, assigns, successors, successors in interest, predecessors, and predecessors in interest (each, solely in each such capacity, a “Lender/NewCo Releasor”), hereby irrevocably releases waives, releases, and forever discharges [each of] [Holdings,] [TH] [and covenants not Theraplant], and [its][their] respective affiliates (other than the other Obligors under the Credit Agreement and the Note solely with respect to xxx: any remaining obligations under the Credit Agreement, the Note and any other Loan Document), subsidiaries (wother than the other Obligors under the Credit Agreement and the Note solely with respect to any remaining obligations under the Credit Agreement, the Note and any other Loan Document), [and] each of [its][their] respective current officers, employees, directors, agents, representatives, financial advisors, legal advisors, consultants, accountants, attorneys, assigns, successors, successors in interest, predecessors, and predecessors in interest and, other than (i) the Companyindividuals and entities listed on Schedule I hereto and (ii) any other individual or entity that directs or supports (including by supporting litigation seeking) a Holdings Board Change (as defined in that certain Amendment to Transaction Support Agreement dated as of February 6, (x) 2023), each of the present Holdings’, TH’s, and Theraplant’s respective former directors and officers of each of Company and the or current officers, employees, directors, direct or indirect subsidiaries or Affiliates thereofequity holders, (y) each of the Related Entities of the Persons identified in clause (w)agents, and (z) each of the present and former Related Entitiesrepresentatives, officersowners, directors, managing and executive directors, managers or members of the boards of managersmembers, partners, financial advisors, legal representativesadvisors, principals, shareholders, managers, employees, agents, professional and financial advisors and sub-advisors, investment bankersconsultants, accountants, attorneys attorneys, affiliates (other than the other Obligors under the Credit Agreement and the Note solely with respect to any remaining obligations under the Credit Agreement, the Note and any other professionals of the Persons identified Loan Document), assigns, successors, successors in clauses (x) and (y) immediately aboveinterest, predecessors, and the family memberspredecessors in interest (collectively, estates, assets, trusts, heirs, executors, administrators, trustees, successors and assigns of the Persons identified solely in clauses (w), (x), (y) and (z) immediately above (collectively all of the foregoing released Persons in this Section 8(b)such capacity, the “Company Released PartiesGreenrose Releasees”) of from and from against any and all claims, causes of action, suits, remedies, debts, liabilities, losses, demands, rights, obligations, damages, expenses, attorneys’ or other professionals’ fees whatsoever then existing or thereafter arising, whether based on or sounding in or alleging (in whole or in part) tort, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities laws, breach of fiduciary duty, any other legal theory or otherwise, whether individual, class, direct or derivative in nature, liquidated or unliquidated, fixed or contingent, whether at law or in equity, whether based on federal, state or foreign law or right of action, foreseen or unforeseen, matured or unmatured, known or unknown, disputed or undisputed, accrued or not accrued, or otherwise (collectively, “Shareholder Claims” and, together with Company Claims, “Claims”), that the Company Releasing Parties havewhich such Lender/NewCo Releasor has, had, or canmay hereafter have, shall on any ground whatsoever, at law, in equity, or may now under any contract, agreement, statute, rule, regulation, or hereafter have order or otherwise, existing or hereinafter arising, against the Company Greenrose Releasees with respect to any of the Released Parties, from the beginning of time up to and through the Effective Time, that arise out of, relate to, or are in any way connected with the Company. (c) Claims. Notwithstanding anything to the contrary contained in this Section 8, the Company Released Parties will remain liable to the Shareholder Releasing Parties, with respect to the liabilities 1.2 and obligations, if any, they may have to the Shareholder Releasing PartiesSection 1.4, (i) pursuant to this Agreement, the Confidentiality Agreement or any other agreement or document executed or delivered pursuant to or in connection with this Agreement individuals and entities listed on Schedule I hereto and (ii) any rights any Shareholder Releasing Party may have other individual or entity that directs or supports (including by supporting litigation seeking) a Holdings Board Change (as defined in that certain Amendment to indemnification or advancement or reimbursement Transaction Support Agreement dated as of expenses February 6, 2023) shall not, under any D&O policycircumstances, indemnification agreement or pursuant to the organizational documents of the Company or any of its Subsidiaries or employee benefit plan or related trust thereof (in each case, for the avoidance of doubt, as amended from time to time). (d) Notwithstanding anything to the contrary be Greenrose Releasees. Nothing contained in this Section 8, 1.2 shall release the Shareholder Released Parties will remain liable to CT Real Property Obligations (as defined in the Company Releasing Parties, with respect to Foreclosure Agreement) or the liabilities and obligations, if any, they may have to the Company Releasing Parties pursuant to this Agreement, the Confidentiality Agreement or any other agreement or document executed or delivered pursuant to or in connection with this Agreement (in each case, for the avoidance of doubt, as amended from time to time)real property mortgage securing such CT Real Property Obligations. (e) Notwithstanding anything to the contrary contained in this Section 8, no Shareholder Releasing Party or Company Releasing Party is waiving or being required to waive any Claim with respect to any actual 1.3. [Holdings,] [Theraplant] [and intentional fraud by any other Person, or any right that cannot be waived under applicable Law, and nothing contained in this Release will be construed as an admission by any Shareholder Releasing Party or Company Releasing Party of any liability of any kind to any Person. (f) Each of the undersigned, as a Shareholder Releasing Party or a Company Releasing Party (each, a “Releasor”), on behalf of himself, herself or its itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby waives any and all rights under Section 1542 of the Civil Code of California, and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction, which states in full (or otherwise in substance) as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Each Releasor, on behalf of himself, herself or itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby knowingly and willingly waives the provisions of Section 1542 of the Civil Code of California and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction that operates to bar the release of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this release and this Agreement. In particular, each Releasor, on behalf of himself, herself or itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby acknowledges that it has reviewed this Release with its legal counsel, and each Releasor understands and acknowledges the significance and consequences of this Release and, in particular, of the waiver provided in this Section 8(f).TH]

Mutual Releases. (a) Effective as 2.6.1 Subject to Paragraphs 2.5 and 2.6.4 of this Agreement, in consideration of the Effective Time, subject to the limitations set forth in Section 8(c)Starr Settlement Contribution, the Company Columbia Settlement Contribution and the Columbia Defense Payment, and the promises and releases contained in this Agreement, the Defendants, for and on behalf of itself andthemselves and any corporation or other business entity in which any of the Defendants is a principal, except for Shareholder partner, or otherwise has a controlling interest, and the Shareholder AffiliatesDefendants’ or any such business entity’s predecessors, for each of its direct and indirect Affiliatessuccessors, successors in business or interest, affiliates, subsidiaries, subdivisionsparents, successorsdivisions, predecessors, shareholders, partners, members, managers partnerships and assignsjoint ventures, and their all of the Insureds’ and the other foregoing entities’ respective past, present and former officersfuture associates, directors, legal representatives, employees, agents, and attorneys and other professionals, and their heirs, executors, administrators, trustees, successors and assigns (collectively, “Company Releasing Parties”), hereby irrevocably releases and forever discharges and covenants not to xxx: (w) Shareholder and the Shareholder Affiliates, excluding the Company and its subsidiaries (collectively, the “Shareholder Group”), (x) each of the present and former directors and officers of each member of the Shareholder Group, (y) each of the respective direct and indirect parent companies, Affiliates, subsidiaries, subdivisions, successors, predecessors, affiliated management companies, funds or vehicles advised directly or indirectly by any such affiliated management companies, shareholdersowners, members, managers, partners estates, heirs, assigns, insurers, reinsurers, shareholders, creditors, liquidators, administrators, executors, partners, principals, trustees, directors, officers, executives, employees, committee members, advisory board members, volunteers, independent contractors, attorneys, and assigns (collectively with respect to any Personagents, the Persons foregoing persons’ spouses, and all others acting or claiming by, through, under or in this clause concert with any of the foregoing (y)hereinafter, collectively, the “Defendants Related Persons and Entities”) of any member of the Shareholder Group), hereby release, remise, acquit and forever discharge Starr and Columbia, and (z) each their respective predecessors, successors, successors in business or interest, affiliates, subsidiaries, parents, divisions, partnerships and joint ventures, and all of Starr’s or Columbia’s and the other foregoing entities’ respective past, present and former Related Entitiesfuture associates, representatives, owners, members, managers, estates, heirs, assigns, insurers, reinsurers, shareholders, creditors, liquidators, administrators, executors, partners, principals, trustees, directors, officers, directors, managing and executive directors, managers or members of the boards of managers, partners, legal representatives, managersexecutives, employees, committee members, volunteers, independent contractors, advisory board members, attorneys, agents, professional and financial advisors and sub-advisors, investment bankers, accountants, attorneys and other professionals of the persons identified in clauses (x) and (y) immediately aboveforegoing persons’ spouses, and the family membersall others acting or claiming by, estatesthrough, assets, trusts, heirs, executors, administrators, trustees, successors and assigns of the Persons identified under or in clauses (w), (x), (y) and (z) immediately above (collectively all concert with any of the foregoing released Persons in this Section 8(hereinafter, respectively, the “Shareholder Released PartiesStarr Related Persons and Entities” and the “Columbia Related Persons and Entities” and, collectively, the “Insurers Related Persons and Entities”) of and ), from any and all claimsclaims (including without limitation all rights and claims for fraud or misrepresentation, or pursuant to any applicable statute, case law, and/ or doctrine, for any alleged failure by Starr, Columbia, or any of their respective Related Persons and Entities to effectuate prompt, fair and equitable investigation, defense or settlement of the Litigation or for any actions taken or not taken in connection therewith, or for breach of statutory duties, or for breach of the covenant of or other alleged duties of good faith and fair dealing in connection therewith), debts, duties, benefits, costs, expenses, judgments, settlements, actions, causes of action, suitsdemands, remedies, debtsobligations, liabilities, lossespromises, demandsacts, agreements, rights, obligationsdamages (including, but not limited to, compensatory, contractual, bad faith, punitive, exemplary, statutory or extra-contractual damages, expensesor any other damages), losses, attorneys’ fees, or other professionals’ fees whatsoever then existing relief of any kind or thereafter arisingcharacter, whether based on known or sounding in unknown, suspected or alleging (in whole unsuspected, asserted or in part) tort, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities laws, breach of fiduciary duty, any other legal theory or otherwise, whether individual, class, direct or derivative in nature, liquidated or unliquidated, fixed or contingentunasserted, whether at law or in equity, whether based on federal, state which the Defendants or foreign law or right any of action, foreseen or unforeseen, matured or unmatured, known or unknown, disputed or undisputed, accrued or not accruedthem, or otherwise (collectivelythe Defendants Related Persons and Entities or any of them, “Company Claims”), that the Company Releasing Parties have, had or can, shall now have or may now hereafter accrue against Starr, Columbia, or hereafter have against any of the Company Released PartiesInsurers Related Persons and Entities, from the beginning of time up to and through the Effective Timeby reason of, that arise in connection with, based on, arising out of, relate related to, or are in any way connected with involving, directly or indirectly, (i) the CompanyLitigation, (ii) the settlement of the Litigation, (iii) any request(s) for coverage for the Litigation under the Starr Policy, Columbia Policy, or any insurance policy issued by Starr or Columbia or any of their respective affiliates, (iv) the Coverage Dispute, or (v) the facts, circumstances, events, or allegations asserted in or underlying the Litigation. For Notwithstanding the avoidance foregoing, this release shall not extend to claims for breach of doubt, neither this Agreement or the Company nor any subsidiary thereof is included the Shareholder Group warranties or as a Shareholder Released Partyrepresentations contained herein. (b) Effective as 2.6.2 Subject to Paragraph 2.6.4 of this Agreement, in consideration of the Effective TimeDefendants’ Settlement Contribution and the promises and releases contained in this Agreement, subject to the limitations set forth in Section 8(d)Starr and Columbia, Shareholder, for and on behalf of itself and, except for themselves and the Company Insurers Related Persons and its subsidiaries, for each of its direct and indirect Affiliates, subsidiaries, subdivisions, successors, predecessors, shareholders, partners, members, managers and assigns, and their present and former officers, directors, legal representatives, employees, agents, and attorneys and other professionals, and their heirs, executors, administrators, trustees, successors and assigns (collectively, the “Shareholder Releasing Parties”)Entities, hereby irrevocably releases release, remise, acquit and forever discharges and covenants not to xxx: (w) discharge the Company, (x) each of the present and former directors and officers of each of Company Defendants and the direct or indirect subsidiaries or Affiliates thereof, (y) each of the Defendants Related Persons and Entities of the Persons identified in clause (w), and (z) each of the present and former Related Entities, officers, directors, managing and executive directors, managers or members of the boards of managers, partners, legal representatives, managers, employees, agents, professional and financial advisors and sub-advisors, investment bankers, accountants, attorneys and other professionals of the Persons identified in clauses (x) and (y) immediately above, and the family members, estates, assets, trusts, heirs, executors, administrators, trustees, successors and assigns of the Persons identified in clauses (w), (x), (y) and (z) immediately above (collectively all of the foregoing released Persons in this Section 8(b), the “Company Released Parties”) of and from any and all claims, debts, duties, benefits, costs, expenses, judgments, settlements, actions, causes of action, suitsdemands, remedies, debtsobligations, liabilities, lossespromises, demandsacts, agreements, rights, obligationsdamages (including, but not limited to, compensatory, contractual, bad faith, punitive, exemplary, statutory or extra-contractual damages, expensesor any other damages), losses, attorneys’ fees, or other professionals’ fees whatsoever then existing relief of any kind or thereafter arisingcharacter, whether based on known or sounding in unknown, suspected or alleging (in whole unsuspected, asserted or in part) tort, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities laws, breach of fiduciary duty, any other legal theory or otherwise, whether individual, class, direct or derivative in nature, liquidated or unliquidated, fixed or contingentunasserted, whether at law or in equity, whether which Starr, Columbia or any of the Insurers Related Persons and Entities now has or which may hereafter accrue against the Defendants or any of them, or the Defendants Related Persons and Entities or any of them, by reason of, in connection with, based on, arising out of, related to, or in any way involving, directly or indirectly, (i) the Litigation, (ii) the settlement of the Litigation, (iii) any request(s) for coverage for the Litigation under the Starr Policy, Columbia Policy, or any insurance policy issued by Starr or Columbia or any of their respective affiliates (iv) the Coverage Dispute, or (iv) the facts, circumstances, events, or allegations asserted in or underlying the Litigation. Notwithstanding the foregoing, this release shall not extend to claims for breach of this Agreement or the warranties or representations contained herein. 2.6.3 Subject to Paragraph 2.6.4 of this Agreement, in consideration of the Starr Settlement Contribution, Columbia Settlement Contribution, Columbia Defense Payment, and the promises and releases contained in this Agreement, Columbia, for and on federalbehalf of itself and the Columbia Related Persons and Entities, state and Starr, for and on behalf of itself and the Starr Related Persons and Entities hereby release, remise, acquit and forever discharge each other and each other’s Related Persons and Entities from any and all claims, (including without limitation all rights and claims for fraud or foreign law misrepresentation, or right pursuant to any applicable statute, case law, and/or doctrine, for any alleged failure by Starr, Columbia, or any of their respective Related Persons and Entities to effectuate prompt, fair and equitable investigation, defense or settlement of the Litigation or for any actions taken or not taken in connection therewith, or for breach of statutory duties, or for breach of the covenant of or other alleged duties of good faith and fair dealing in connection therewith), debts, duties, benefits, costs, expenses, judgments, settlements, actions, causes of action, foreseen demands, obligations, liabilities, promises, acts, agreements, rights, damages (including, but not limited to, compensatory, contractual, bad faith, punitive, exemplary, statutory or unforeseenextra-contractual damages, matured or unmaturedany other damages), losses, attorneys’ fees, or other relief of any kind or character, whether known or unknown, disputed suspected or undisputedunsuspected, asserted or unasserted, whether at law or in equity, which Starr or any of its Related Persons and Entities now has or which may hereafter accrue against Columbia or any of its Related Persons and Entities and which Columbia or any of its Related Persons and Entities now has or which may hereafter accrued against Starr or not accruedany of its Related Persons and Entities by reason of, or otherwise (collectivelyin connection with, “Shareholder Claims” andbased on, together with Company Claims, “Claims”), that the Company Releasing Parties have, had, or can, shall or may now or hereafter have against the Company Released Parties, from the beginning of time up to and through the Effective Time, that arise arising out of, relate related to, or are in any way connected with the Company. (c) Notwithstanding anything to the contrary contained in this Section 8involving, the Company Released Parties will remain liable to the Shareholder Releasing Parties, with respect to the liabilities and obligations, if any, they may have to the Shareholder Releasing Partiesdirectly or indirectly, (i) pursuant to this Agreementthe Litigation, the Confidentiality Agreement or any other agreement or document executed or delivered pursuant to or in connection with this Agreement and (ii) any rights any Shareholder Releasing Party may have to indemnification or advancement or reimbursement of expenses under any D&O policy, indemnification agreement or pursuant to the organizational documents settlement of the Company Litigation, (iii) any request(s) for coverage for the Litigation under the Starr Policy, Columbia Policy, or any insurance policy issued by Starr or Columbia or any of its Subsidiaries their respective affiliates, (iv) the Coverage Dispute, or employee benefit plan (iv) the facts, circumstances, events, or related trust thereof (allegations asserted in each caseor underlying the Litigation. Notwithstanding the foregoing, this release shall not extend to claims for breach of this Agreement or the avoidance of doubt, as amended from time to time)warranties or representations contained herein. (d) Notwithstanding 2.6.4 The Parties intend that the releases in this Paragraph 2.6 constitute mutual releases. Therefore, notwithstanding anything that may be to the contrary contained in this Section 8Paragraph, the Shareholder Released Parties will remain liable to the Company Releasing Parties, with respect to the liabilities and obligations, if any, they may have to the Company Releasing Parties pursuant to by this Agreement, the Confidentiality Agreement or any other agreement or document executed or delivered pursuant to or in connection with this Agreement (in each case, for the avoidance of doubt, as amended from time to time). (e) Notwithstanding anything to the contrary contained in this Section 8Paragraph, no Shareholder Releasing Party individual or Company Releasing Party is waiving entity releases any individual or being required to waive any Claim with respect to any actual and intentional fraud by any other Person, or any right entity that candoes not be waived under applicable Law, and nothing contained in this Release will be construed as an admission by any Shareholder Releasing Party or Company Releasing Party of any liability of any kind to any Personrelease it. (f) Each of the undersigned, as a Shareholder Releasing Party or a Company Releasing Party (each, a “Releasor”), on behalf of himself, herself or its itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby waives any and all rights under Section 1542 of the Civil Code of California, and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction, which states in full (or otherwise in substance) as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Each Releasor, on behalf of himself, herself or itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby knowingly and willingly waives the provisions of Section 1542 of the Civil Code of California and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction that operates to bar the release of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this release and this Agreement. In particular, each Releasor, on behalf of himself, herself or itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby acknowledges that it has reviewed this Release with its legal counsel, and each Releasor understands and acknowledges the significance and consequences of this Release and, in particular, of the waiver provided in this Section 8(f).

Mutual Releases. (a) Effective as of the Effective Time, subject to the limitations set forth in Section 8(c), the Company on behalf of itself and, except for Shareholder and the Shareholder Affiliates, for each of its direct and indirect Affiliates, subsidiaries, subdivisions, successors, predecessors, shareholders, partners, members, managers and assigns, and their present and former officers, directors, legal representatives, employees, agents, and attorneys and other professionals, and their heirs, executors, administrators, trustees, successors and assigns (collectively, “Company Releasing Parties”), hereby irrevocably releases and forever discharges and covenants not to xxx: (w) Shareholder and the Shareholder Affiliates or any of their respective direct or indirect Subsidiaries or Affiliates, excluding the Company and its subsidiaries (collectively, the “Shareholder Group”), (x) each of the present and former directors and officers of each member of the Shareholder Group, (y) each of the respective direct and indirect parent companies, Affiliates, subsidiaries, subdivisions, successors, predecessors, affiliated management companies, funds or vehicles advised directly or indirectly by any such affiliated management companies, shareholders, members, managers, partners and assigns (collectively with respect to any Person, the Persons in this clause (y), the “Related Entities”) of any member of the Shareholder Group, and (z) each of the present and former Related Entities, officers, directors, managing and executive directors, managers or members of the boards of managers, partners, legal representatives, managers, employees, agents, professional and financial advisors and sub-advisors, investment bankers, accountants, attorneys and other professionals of the persons identified in clauses (x) and (y) immediately above, and the family members, estates, assets, trusts, heirs, executors, administrators, trustees, successors and assigns of the Persons identified in clauses (w), (x), (y) and (z) immediately above (collectively all of the foregoing released Persons in this Section 8, the “Shareholder Released Parties”) of and from any and all claims, causes of action, suits, remedies, debts, liabilities, losses, demands, rights, obligations, damages, expenses, attorneys’ or other professionals’ fees whatsoever then existing or thereafter arising, whether based on or sounding in or alleging (in whole or in part) tort, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities laws, breach of fiduciary duty, any other legal theory or otherwise, whether individual, class, direct or derivative in nature, liquidated or unliquidated, fixed or contingent, whether at law or in equity, whether based on federal, state or foreign law or right of action, foreseen or unforeseen, matured or unmatured, known or unknown, disputed or undisputed, accrued or not accrued, or otherwise (collectively, “Company Claims”), that the Company Releasing Parties have, had or can, shall or may now or hereafter have against the Company Released Parties, from the beginning of time up to and through the Effective Time, that arise out of, relate to, or are in any way connected with the Company. For the avoidance of doubt, neither the Company nor any subsidiary thereof is included the Shareholder Group or as a Shareholder Released Party. (b) Effective as of the Effective Time, subject to the limitations set forth in Section 8(d), Shareholder, on behalf of itself and, except for the Company and its subsidiaries, for each of its direct and indirect Affiliates, subsidiaries, subdivisions, successors, predecessors, shareholders, partners, members, managers and assigns, and their present and former officers, directors, legal representatives, employees, agents, and attorneys and other professionals, and their heirs, executors, administrators, trustees, successors and assigns (collectively, the “Shareholder Releasing Parties”), hereby irrevocably releases and forever discharges and covenants not to xxx: (w) the Company, (x) each of the present and former directors and officers of each of Company and the direct or indirect subsidiaries or Affiliates thereof, (y) each of the Related Entities of the Persons identified in clause (w), and (z) each of the present and former Related Entities, officers, directors, managing and executive directors, managers or members of the boards of managers, partners, legal representatives, managers, employees, agents, professional and financial advisors and sub-advisors, investment bankers, accountants, attorneys and other professionals of the Persons identified in clauses (x) and (y) immediately above, and the family members, estates, assets, trusts, heirs, executors, administrators, trustees, successors and assigns of the Persons identified in clauses (w), (x), (y) and (z) immediately above (collectively all of the foregoing released Persons in this Section 8(b), the “Company Released Parties”) of and from any and all claims, causes of action, suits, remedies, debts, liabilities, losses, demands, rights, obligations, damages, expenses, attorneys’ or other professionals’ fees whatsoever then existing or thereafter arising, whether based on or sounding in or alleging (in whole or in part) tort, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities laws, breach of fiduciary duty, any other legal theory or otherwise, whether individual, class, direct or derivative in nature, liquidated or unliquidated, fixed or contingent, whether at law or in equity, whether based on federal, state or foreign law or right of action, foreseen or unforeseen, matured or unmatured, known or unknown, disputed or undisputed, accrued or not accrued, or otherwise (collectively, “Shareholder Claims” and, together with Company Claims, “Claims”), that the Company Releasing Parties have, had, or can, shall or may now or hereafter have against the Company Released Parties, from the beginning of time up to and through the Effective Time, that arise out of, relate to, or are in any way connected with the Company. (c) Notwithstanding anything to the contrary contained in this Section 8, the Company Released Parties will remain liable to the Shareholder Releasing Parties, with respect to the liabilities and obligations, if any, they may have to the Shareholder Releasing Parties, (i) pursuant to this Agreement, the Confidentiality Agreement or any other agreement or document executed or delivered pursuant to or in connection with this Agreement and (ii) any rights any Shareholder Releasing Party may have to indemnification or advancement or reimbursement of expenses under any D&O policy, indemnification agreement or pursuant to the organizational documents of the Company or any of its Subsidiaries or employee benefit plan or related trust thereof (in each case, for the avoidance of doubt, as amended from time to time). (d) Notwithstanding anything to the contrary contained in this Section 8, the Shareholder Released Parties will remain liable to the Company Releasing Parties, with respect to the liabilities and obligations, if any, they may have to the Company Releasing Parties pursuant to this Agreement, the Confidentiality Agreement or any other agreement or document executed or delivered pursuant to or in connection with this Agreement (in each case, for the avoidance of doubt, as amended from time to time). (e) Notwithstanding anything to the contrary contained in this Section 8, no Shareholder Releasing Party or Company Releasing Party is waiving or being required to waive any Claim with respect to any actual and intentional fraud by any other Person, or any right that cannot be waived under applicable Law, and nothing contained in this Release will be construed as an admission by any Shareholder Releasing Party or Company Releasing Party of any liability of any kind to any Person. (f) Each of the undersigned, as a Shareholder Releasing Party or a Company Releasing Party (each, a “Releasor”), on behalf of himself, herself or its itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby waives any and all rights under Section 1542 of the Civil Code of California, and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction, which states in full (or otherwise in substance) as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Each Releasor, on behalf of himself, herself or itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby knowingly and willingly waives the provisions of Section 1542 of the Civil Code of California and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction that operates to bar the release of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this release and this Agreement. In particular, each Releasor, on behalf of himself, herself or itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby acknowledges that it has reviewed this Release with its legal counsel, and each Releasor understands and acknowledges the significance and consequences of this Release and, in particular, of the waiver provided in this Section 8(f).

Mutual Releases. (a) Effective as Each of the Effective TimeViacom, subject to the limitations set forth in Section 8(c), the Company on behalf of itself and, except for Shareholder and the Shareholder Affiliates, for each of its direct and indirect Affiliates, subsidiaries, subdivisions, successorsaffiliates under its control, predecessors, shareholders, partners, members, managers successors and assigns, and their present the current and former officers, directors, legal representativesofficers, employees, agents, and attorneys and other professionals, and their heirs, executors, administrators, trustees, successors and assigns representatives of each of them (collectively, the “Company Releasing Viacom Parties”), hereby irrevocably releases and forever discharges and covenants not to xxx: from all liability (w) Shareholder the NAI Entities, their respective parents, stockholders, members, subsidiaries, affiliates under its control, predecessors, successors and assigns, and the Shareholder Affiliatescurrent and former directors, excluding officers, managers, trustees, employees, agents, attorneys, representatives of each of them, except for Xxxxxx and Xxxxxx, and (x) SMR, SER, the Company Trust and all of its subsidiaries Trustees, Jankowski, Krutick, Xxxxx, Xxxxxxx, Ostheimer, Harvey, Haylee, Lauren, Phyllis, Andelman, Jacobs, Xxxxx and the agents, attorneys, representatives, heirs, executors and assigns of each of them, individually and in all other capacities (including as trustee or beneficiary of the Trust, as parent or guardian of a beneficiary of the Trust, or as officer, manager or director of one or more of the NAI Entities), except for Xxxxxx and Xxxxxx ((w) and (x) collectively, the “NAI/Redstone Parties”), (y) the New Directors and the agents, attorneys, representatives, heirs, executors and assigns of each of them (collectively, the “Shareholder GroupNew Director Releasees”), (x) each of the present and former directors and officers of each member of the Shareholder Group, (y) each of the respective direct and indirect parent companies, Affiliates, subsidiaries, subdivisions, successors, predecessors, affiliated management companies, funds or vehicles advised directly or indirectly by any such affiliated management companies, shareholders, members, managers, partners and assigns (collectively with respect to any Person, the Persons in this clause (y), the “Related Entities”) of any member of the Shareholder Group, and (z) each of the present and former Related Entities, officers, directors, managing and executive directors, managers or members of the boards of managers, partners, legal representatives, managers, employees, agents, professional and financial advisors and sub-advisors, investment bankers, accountants, attorneys and other professionals of the persons identified in clauses (x) and (y) immediately above, and the family members, estates, assets, trusts, heirs, executors, administrators, trustees, successors and assigns of the Persons identified in clauses (w), (x), (y) and (z) immediately above (collectively all of the foregoing released Persons in this Section 8, the “Shareholder Released Parties”) of and from any and all claims, causes of action, suits, remedies, debts, liabilities, losses, demands, rights, obligations, damages, expenses, attorneys’ or other professionals’ fees whatsoever then existing or thereafter arising, whether based on or sounding in or alleging (in whole or in part) tort, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities laws, breach of fiduciary duty, any other legal theory or otherwise, whether individual, class, direct or derivative in nature, liquidated or unliquidated, fixed or contingent, whether at law or in equity, whether based on federal, state or foreign law or right of action, foreseen or unforeseen, matured or unmatured, known or unknown, disputed or undisputed, accrued or not accrued, or otherwise (collectively, “Company Claims”), that the Company Releasing Parties have, had or can, shall or may now or hereafter have against the Company Released Parties, from the beginning of time up to and through the Effective Time, that arise out of, relate to, or are in any way connected with the Company. For the avoidance of doubt, neither the Company nor any subsidiary thereof is included the Shareholder Group or as a Shareholder Released Party. (b) Effective as of the Effective Time, subject to the limitations set forth in Section 8(d), Shareholder, on behalf of itself and, except for the Company and its subsidiaries, for each of its direct and indirect Affiliates, subsidiaries, subdivisions, successors, predecessors, shareholders, partners, members, managers and assigns, and their present and former officers, directors, legal representatives, employees, agents, and attorneys and other professionals, and their heirs, executors, administrators, trustees, successors and assigns (collectively, the “Shareholder Releasing Parties”), hereby irrevocably releases and forever discharges and covenants not to xxx: (w) the Company, (x) each of the present and former directors and officers of each of Company and the direct or indirect subsidiaries or Affiliates thereof, (y) each of the Related Entities of the Persons identified in clause (w), and (z) each of the present and former Related EntitiesXxxxxx, officersAbrams, directorsSalerno, managing and executive directorsMcGarvie, managers or members of the boards of managersSchwartz, partnersPhillips, legal representativesSorrell, managersNorville, employees, agents, professional and financial advisors and sub-advisors, investment bankers, accountants, attorneys and other professionals of the Persons identified in clauses (x) and (y) immediately aboveDooley, and the family membersagents, estatesattorneys, assets, trustsrepresentatives, heirs, executors, administrators, trustees, successors executors and assigns of the Persons identified each of them, individually and in clauses all other capacities (w), (x), (y) and (z) immediately above (collectively all including as Trustee of the foregoing released Persons in this Section 8(b)Trust and as manager or director of the NAI entities) (collectively, the “Company Released Officer and Director Parties”) of and ), from any and all claims, causes of action, suits, remedies, debts, liabilities, losses, demands, rights, obligations, damages, expenses, attorneys’ or other professionals’ fees whatsoever then existing or thereafter arising, whether based on or sounding in or alleging Claims (in whole or in partdefined below) tort, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities laws, breach of fiduciary duty, any other legal theory or otherwise, whether individual, class, direct or derivative in nature, liquidated or unliquidated, fixed or contingent, whether at law or in equity, whether based on federal, state or foreign law or right of action, foreseen or unforeseen, matured or unmatured, known or unknown, disputed or undisputed, accrued or not accrued, or otherwise (collectively, “Shareholder Claims” and, together with Company Claims, “Claims”), that the Company Releasing Parties have, which such Viacom Party ever had, now has or hereafter can, shall or may now have, for, upon or hereafter have against the Company Released Partiesby reason of any matter, cause or thing whatsoever from the beginning of time up the world to and through the Effective TimeDate of this Settlement, including, but not limited to, any and all Claims arising out of or relating to conduct alleged in, or the claims asserted in or that could have been asserted in, the Massachusetts Action, the California Action, or the Delaware Actions; provided, however, that arise out ofthe releases set forth in this Section 7 shall not affect the Parties’ obligations set forth in this Settlement or limit claims preserved by Xxxxxx pursuant to the First Xxxxxx Release and the Second Xxxxxx Release and shall not affect the rights of the Viacom Parties to coverage for indemnification under any preexisting insurance policies. The New Director Releasees are intended third party beneficiaries of this Paragraph 7(a). (b) Each of the NAI/Redstone Parties hereby releases and forever discharges from all liability (x) the Viacom Parties and (y) the Officer and Director Parties from any and all Claims which such NAI/Redstone Party ever had, relate now has or hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the Effective Date of this Settlement, including, but not limited to, any and all Claims arising out of or are relating to conduct alleged in, or the claims asserted in or that could have been asserted in, the Massachusetts Action, the California Action, or the Delaware Actions; provided, however, that the releases set forth in this Section 7 shall not affect the Parties’ obligations set forth in this Settlement, and shall not affect the rights of the NAI/Redstone Parties to coverage for indemnification under any way connected preexisting insurance policies or under any preexisting indemnity rights, obligations or arrangements any of the NAI/Redstone Parties may have with the CompanyViacom. (c) Notwithstanding anything Each of the Officer and Director Parties hereby releases and forever discharges from all liability (x) the NAI/Redstone Parties and (y) the New Director Releasees from any and all Claims which such Officer and Director Party ever had, now has or hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the contrary contained Effective Date of this Settlement, including, but not limited to, any and all Claims arising out of or relating to conduct alleged in, or the claims asserted in or that could have been asserted in, the Massachusetts Action, the California Action, or the Delaware Actions; provided, however, that the releases set forth in this Section 8, 7 shall not affect the Company Released Parties will remain liable to the Shareholder Releasing Parties, with respect to the liabilities and obligations, if any, they may have to the Shareholder Releasing Parties, (i) pursuant to ’ obligations set forth in this Agreement, the Confidentiality Agreement Settlement or any other agreement or document executed or delivered pursuant to or in connection with this Agreement and (ii) any rights any Shareholder Releasing Party may have to indemnification or advancement or reimbursement of expenses under any D&O policy, indemnification agreement or limit claims preserved by Xxxxxx pursuant to the organizational documents First Xxxxxx Release and the Second Xxxxxx Release, and shall not affect the rights of the Company Officer and Director Parties to coverage for indemnification under any preexisting insurance policies or under any preexisting indemnity rights, obligations or arrangements any of its Subsidiaries or employee benefit plan or related trust thereof (in each case, for the avoidance Officer and Director Parties may have with Viacom. The New Director Releasees are intended third party beneficiaries of doubt, as amended from time to timethis Paragraph 7(c). (d) Notwithstanding anything to the contrary contained in this Section 8, the Shareholder Released Parties will remain liable to the Company Releasing Parties, with respect to the liabilities and obligations, if any, they may have to the Company Releasing Parties pursuant to this Agreement, the Confidentiality Agreement or any other agreement or document executed or delivered pursuant to or in connection with this Agreement (in each case, for the avoidance of doubt, as amended from time to time). (e) Notwithstanding anything to the contrary contained in this Section 8, no Shareholder Releasing Party or Company Releasing Party is waiving or being required to waive any Claim with respect to any actual and intentional fraud by any other Person, or any right that cannot be waived under applicable Law, and nothing contained in this Release will be construed as an admission by any Shareholder Releasing Party or Company Releasing Party of any liability of any kind to any Person. (f) Each of the undersigned, as a Shareholder Releasing Party or a Company Releasing Party (each, a “Releasor”), on behalf of himself, herself or its itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby waives any and all rights under Section 1542 of the Civil Code of California, and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction, which states in full (or otherwise in substance) as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Each Releasor, on behalf of himself, herself or itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby knowingly and willingly waives the provisions of Section 1542 of the Civil Code of California and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction that operates to bar the release of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this release and this Agreement. In particular, each Releasor, on behalf of himself, herself or itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby acknowledges that it has reviewed this Release with its legal counsel, and each Releasor understands and acknowledges the significance and consequences of this Release and, in particular, of the waiver provided in this Section 8(f).

Mutual Releases. On the Effective Date, (a) Effective as of the Effective TimeDebtors and (a) the Reorganized Debtors, subject to the limitations set forth in Section 8(c), the Company on behalf of itself and, except for Shareholder and the Shareholder Affiliates, for each of its direct and indirect Affiliates, subsidiaries, subdivisions, successors, predecessors, shareholders, partners, members, managers and assigns, themselves and their present Estates, any Person seeking to exercise any rights of the Debtors, the Reorganized Debtors or their Estates, including any successor to the Debtors or the Reorganized Debtors or any estate representative appointed or selected pursuant to section 1123 of the Bankruptcy Code[, (b)] and former all of their respective officers, directors, legal representatives, [,] and employees, agentsand all of their respective partners, and attorneys advisors, attorneys, financial advisors, accountants and other professionals, (b) the members of, and counsel and financial advisors to, the Creditors Committee, (d (c) the members of, and counsel and financial advisors to, the Creditors Committee,[ (d]) the members of, and counsel and financial advisors to, the Ad Hoc Unsecured Noteholders Committee, ([e]d) the DIP Agent and the DIP Lenders, each in their capacities as such, and their heirsrespective legal counsel and financial advisors, executors([f]e) Citibank, administratorsN.A., trusteesBarclays Bank PLC and Barclays Capital Inc., successors in their respective capacities under the Securitization Facility, ([g]f) the Indenture Trustees, each in their capacity as such, [(h]other than any Indenture Trustee who objects to confirmation of this Plan or any transaction contemplated herein, (g) the Monitor in its capacity as such, its current officers and assigns directors, and its legal counsel and financial advisors, [and ](collectively[i]h) the Secured Funded Debt Administrative Agents and Secured Funded Debt Lenders, each in their capacity as such, and their counsel and financial advisors, and (i) the Backstop Parties, each in their capacities as such, and their respective legal counsel and financial advisors (collectively clauses (a) through (i) being the “Company Releasing Released Parties,” and each a “Released Party”), hereby shall be deemed to and shall unconditionally and irrevocably releases and forever discharges and covenants not to xxx: (w) Shareholder and the Shareholder Affiliates, excluding the Company and its subsidiaries (collectively, the “Shareholder Group”), (x) release each of the present and former directors and officers of each member of the Shareholder Group, (y) each of the respective direct and indirect parent companies, Affiliates, subsidiaries, subdivisions, successors, predecessors, affiliated management companies, funds or vehicles advised directly or indirectly by any such affiliated management companies, shareholders, members, managers, partners and assigns (collectively with respect to any Person, the Persons in this clause (y), the “Related Entities”) of any member of the Shareholder Group, and (z) each of the present and former Related Entities, officers, directors, managing and executive directors, managers or members of the boards of managers, partners, legal representatives, managers, employees, agents, professional and financial advisors and sub-advisors, investment bankers, accountants, attorneys and other professionals of the persons identified in clauses (x) and (y) immediately above, and the family members, estates, assets, trusts, heirs, executors, administrators, trustees, successors and assigns of the Persons identified in clauses (w), (x), (y) and (z) immediately above (collectively all of the foregoing released Persons in this Section 8, the “Shareholder Released Parties”) of and from any and all claims, causes of actionobligations, suits, remediesjudgments, debts, liabilities, losses, demandsdamages, rights, obligations, damages, expenses, attorneys’ or other professionals’ fees whatsoever then existing or thereafter arisingCauses of Action and liabilities whatsoever, whether based on known or sounding in or alleging (in whole or in part) tort, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities laws, breach of fiduciary duty, any other legal theory or otherwise, whether individual, class, direct or derivative in nature, liquidated or unliquidated, fixed or contingent, whether at law or in equity, whether based on federal, state or foreign law or right of actionunknown, foreseen or unforeseen, matured or unmatured, known or unknown, disputed or undisputed, accrued or not accrued, or otherwise (collectively, “Company Claims”), that the Company Releasing Parties have, had or can, shall or may now existing or hereafter have against the Company Released Parties, from the beginning of time up to and through the Effective Time, that arise out of, relate to, or are in any way connected with the Company. For the avoidance of doubt, neither the Company nor any subsidiary thereof is included the Shareholder Group or as a Shareholder Released Party. (b) Effective as of the Effective Time, subject to the limitations set forth in Section 8(d), Shareholder, on behalf of itself and, except for the Company and its subsidiaries, for each of its direct and indirect Affiliates, subsidiaries, subdivisions, successors, predecessors, shareholders, partners, members, managers and assigns, and their present and former officers, directors, legal representatives, employees, agents, and attorneys and other professionals, and their heirs, executors, administrators, trustees, successors and assigns (collectively, the “Shareholder Releasing Parties”), hereby irrevocably releases and forever discharges and covenants not to xxx: (w) the Company, (x) each of the present and former directors and officers of each of Company and the direct or indirect subsidiaries or Affiliates thereof, (y) each of the Related Entities of the Persons identified in clause (w), and (z) each of the present and former Related Entities, officers, directors, managing and executive directors, managers or members of the boards of managers, partners, legal representatives, managers, employees, agents, professional and financial advisors and sub-advisors, investment bankers, accountants, attorneys and other professionals of the Persons identified in clauses (x) and (y) immediately above, and the family members, estates, assets, trusts, heirs, executors, administrators, trustees, successors and assigns of the Persons identified in clauses (w), (x), (y) and (z) immediately above (collectively all of the foregoing released Persons in this Section 8(b), the “Company Released Parties”) of and from any and all claims, causes of action, suits, remedies, debts, liabilities, losses, demands, rights, obligations, damages, expenses, attorneys’ or other professionals’ fees whatsoever then existing or thereafter arising, whether in law, equity or otherwise, based on or sounding in or alleging (in whole or in partpart upon actions taken in their respective capacities described above or any omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the Chapter 15 Debtors, the CCAA Debtors, the Chapter 11 Cases, the Chapter 15 Cases, the CCAA Proceedings, the Rights Offering, the Plan, and the CCAA Plan, except that (i) tortno individual shall be released from any act or omission that constitutes gross negligence or willful misconduct, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations (ii) the Reorganized Debtors shall not relinquish or waive the right to assert any of federal the foregoing as a legal or state securities laws, breach of fiduciary duty, any other legal theory or otherwise, whether individual, class, direct or derivative in nature, liquidated or unliquidated, fixed or contingent, whether at law or in equity, whether based on federal, state or foreign law equitable defense or right of action, foreseen setoff or unforeseen, matured or unmatured, known or unknown, disputed or undisputed, accrued or not accrued, or otherwise (collectively, “Shareholder Claims” and, together with Company Claims, “Claims”), that the Company Releasing Parties have, had, or can, shall or may now or hereafter have recoupment against any Claims of any such Persons asserted against the Company Released PartiesDebtors or the Reorganized Debtors, from [and ](iii) the beginning of time up foregoing release shall not apply to and through any express contractual or financial obligations owed to the Effective Time, that arise out of, relate Debtors or Reorganized Debtors or any obligation arising under the Plan or an agreement entered into pursuant to, or are in any way connected with the Company. (c) Notwithstanding anything to the contrary contained in this Section 8contemplated by, the Company Released Parties will remain liable Plan; (iv) the forgoing release shall not apply to any Claims for indemnification under the Shareholder Releasing Parties, with respect to the liabilities and obligations, if any, they may have to the Shareholder Releasing Parties, (i) pursuant to this Agreement, the Confidentiality Agreement or any other agreement or document executed or delivered pursuant to or in connection with this Agreement Secured Funded Debt Agreements; and (iiv) any rights any Shareholder Releasing Party may have to indemnification or advancement or reimbursement of expenses under any D&O policy, indemnification agreement or pursuant to the organizational documents of the Company or any of its Subsidiaries or employee benefit plan or related trust thereof (in each case, for the avoidance of doubt, as amended from time to time). (d) Notwithstanding anything to the contrary contained in this Section 8, the Shareholder Released Parties will remain liable to the Company Releasing Parties, with respect to the liabilities and obligations, if any, they may have to the Company Releasing Parties pursuant to this Agreement, the Confidentiality Agreement or any other agreement or document executed or delivered pursuant to or in connection with this Agreement (in each case, for the avoidance of doubt, as amended from time to time). (e) Notwithstanding anything to the contrary contained in this Section 8, no Shareholder Releasing Party or Company Releasing Party is waiving or being required to waive any Claim with respect foregoing releases shall not apply to any actual and intentional fraud by any other Person, or any right that cannot be waived under applicable Law, and nothing contained in this Release will be construed as an admission by any Shareholder Releasing Party or Company Releasing Party of any liability of any kind to any PersonEmployee Transferee Actions. (f) Each of the undersigned, as a Shareholder Releasing Party or a Company Releasing Party (each, a “Releasor”), on behalf of himself, herself or its itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby waives any and all rights under Section 1542 of the Civil Code of California, and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction, which states in full (or otherwise in substance) as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Each Releasor, on behalf of himself, herself or itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby knowingly and willingly waives the provisions of Section 1542 of the Civil Code of California and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction that operates to bar the release of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this release and this Agreement. In particular, each Releasor, on behalf of himself, herself or itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby acknowledges that it has reviewed this Release with its legal counsel, and each Releasor understands and acknowledges the significance and consequences of this Release and, in particular, of the waiver provided in this Section 8(f).

Mutual Releases. (a) Effective as of the Effective TimeDate, subject to (x) the limitations set forth in Section 8(c)6(c) and (y) the proviso at the end of this sentence, the Company on behalf of itself and, except for Shareholder and the Shareholder Affiliates, for each of its direct and indirect Affiliates, subsidiaries, subdivisions, successors, predecessors, shareholders, partners, members, managers and assigns, and their present and former officers, directors, legal representatives, employees, agents, and attorneys and other professionals, and their heirs, executors, administrators, trustees, successors and assigns (collectively, “Company Releasing Parties”), hereby irrevocably releases and forever discharges and covenants not to xxx: (w) Shareholder and the Shareholder Affiliates, excluding the Company and its subsidiaries (collectively, the “Shareholder Group”), (x) each of the present and former directors and officers of each member of the Shareholder Group, (y) each of the respective direct and indirect parent companies, Affiliates, subsidiaries, subdivisions, successors, predecessors, affiliated management companies, funds or vehicles advised directly or indirectly by any such affiliated management companies, shareholders, members, managers, partners and assigns (collectively with respect to any Person, the Persons in this clause (y), the “Related Entities”) of any member of the Shareholder Group, and (z) each of the present and former Related Entities, officers, directors, managing and executive directors, managers or members of the boards of managers, partners, legal representatives, managers, employees, agents, professional and financial advisors and sub-advisors, investment bankers, accountants, attorneys and other professionals of the persons identified in clauses (x) and (y) immediately above, and the family members, estates, assets, trusts, heirs, executors, administrators, trustees, successors and assigns of the Persons identified in clauses (w), (x), (y) and (z) immediately above (collectively all of the foregoing released Persons in this Section 86, the “Shareholder Released Parties”) of and from any and all claims, causes of action, suits, remedies, debts, liabilities, losses, demands, rights, obligations, damages, expenses, attorneys’ or other professionals’ fees whatsoever then existing or thereafter arising, whether based on or sounding in or alleging (in whole or in part) tort, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities laws, breach of fiduciary duty, any other legal theory or otherwise, whether individual, class, direct or derivative in nature, liquidated or unliquidated, fixed or contingent, whether at law or in equity, whether based on federal, state or foreign law or right of action, foreseen or unforeseen, matured or unmatured, known or unknown, disputed or undisputed, accrued or not accrued, or otherwise (collectively, “Company Claims”), that the Company Releasing Parties have, had or can, shall or may now or hereafter have against the Company Released Parties, from the beginning of time up to and through the Effective TimeDate, that arise out of, relate to, or are in any way connected with the Company. For the avoidance of doubt, neither the Company nor any subsidiary thereof is included the Shareholder Group or as a Shareholder Released Party; provided, however, that the foregoing release, discharge and covenant not to xxx is subject to Shareholder’s compliance from and after the Effective Date with Section 3 hereof, and if Shareholder breaches Section 3 in any manner, the release, discharge and covenant not to xxx set forth in the foregoing clause of this Section 6(a) shall automatically be null and void ab initio and have no further force or effect. (b) Effective as of the Effective TimeDate, subject to the limitations set forth in Section 8(d6(d), Shareholder, on behalf of itself and, except for the Company and its subsidiaries, for each of its direct and indirect Affiliates, subsidiaries, subdivisions, successors, predecessors, shareholders, partners, members, managers and assigns, and their present and former officers, directors, legal representatives, employees, agents, and attorneys and other professionals, and their heirs, executors, administrators, trustees, successors and assigns (collectively, the “Shareholder Releasing Parties”), hereby irrevocably releases and forever discharges and covenants not to xxx: (w) the Company, (x) each of the present and former directors and officers of each of Company and the direct or indirect subsidiaries or Affiliates thereof, (y) each of the Related Entities of the Persons identified in clause (w), and (z) each of the present and former Related Entities, officers, directors, managing and executive directors, managers or members of the boards of managers, partners, legal representatives, managers, employees, agents, professional and financial advisors and sub-advisors, investment bankers, accountants, attorneys and other professionals of the Persons identified in clauses (x) and (y) immediately above, and the family members, estates, assets, trusts, heirs, executors, administrators, trustees, successors and assigns of the Persons identified in clauses (w), (x), (y) and (z) immediately above (collectively all of the foregoing released Persons in this Section 8(b6(b), the “Company Released Parties”) of and from any and all claims, causes of action, suits, remedies, debts, liabilities, losses, demands, rights, obligations, damages, expenses, attorneys’ or other professionals’ fees whatsoever then existing or thereafter arising, whether based on or sounding in or alleging (in whole or in part) tort, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities laws, breach of fiduciary duty, any other legal theory or otherwise, whether individual, class, direct or derivative in nature, liquidated or unliquidated, fixed or contingent, whether at law or in equity, whether based on federal, state or foreign law or right of action, foreseen or unforeseen, matured or unmatured, known or unknown, disputed or undisputed, accrued or not accrued, or otherwise (collectively, “Shareholder Claims” and, together with Company Claims, “Claims”), that the Company Releasing Parties have, had, or can, shall or may now or hereafter have against the Company Released Parties, from the beginning of time up to and through the Effective TimeDate, that arise out of, relate to, or are in any way connected with the Company. (c) Notwithstanding anything to the contrary contained in this Section 86, the Company Released Parties will remain liable to the Shareholder Releasing Parties, with respect to the liabilities and obligations, if any, they may have to the Shareholder Releasing Parties, (i) pursuant to this letter agreement, the Support Agreement, the Confidentiality Agreement or any other agreement or document executed or delivered pursuant to or in connection with this Agreement letter agreement and (ii) any rights any Shareholder Releasing Party may have to indemnification or advancement or reimbursement of expenses under any D&O policy, indemnification agreement or pursuant to the organizational documents of the Company or any of its Subsidiaries or employee benefit plan or related trust thereof (in each case, for the avoidance of doubt, as amended from time to time). (d) Notwithstanding anything to the contrary contained in this Section 86, the Shareholder Released Parties will remain liable to the Company Releasing Parties, with respect to the liabilities and obligations, if any, they may have to the Company Releasing Parties pursuant to this letter agreement, the Support Agreement, the Confidentiality Agreement or any other agreement or document executed or delivered pursuant to or in connection with this Agreement letter agreement (in each case, for the avoidance of doubt, as amended from time to time). (e) Notwithstanding anything to the contrary contained in this Section 86, no Shareholder Releasing Party or Company Releasing Party is waiving or being required to waive any Claim with respect to any actual and intentional fraud by any other Person, or any right that cannot be waived under applicable Law, and nothing contained in this Release will be construed as an admission by any Shareholder Releasing Party or Company Releasing Party of any liability of any kind to any Person. (f) Each of the undersigned, as a Shareholder Releasing Party or a Company Releasing Party (each, a “Releasor”), on behalf of himself, herself or its itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby waives any and all rights under Section 1542 of the Civil Code of California, and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction, which states in full (or otherwise in substance) as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Each Releasor, on behalf of himself, herself or itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby knowingly and willingly waives the provisions of Section 1542 of the Civil Code of California and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction that operates to bar the release of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this release and this Agreementletter agreement. In particular, each Releasor, on behalf of himself, herself or itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby acknowledges that it has reviewed this Release with its legal counsel, and each Releasor understands and acknowledges the significance and consequences of this Release and, in particular, of the waiver provided in this Section 8(f6(f).

Mutual Releases. (a) Effective as Except for claims to enforce the terms of this Agreement, and in consideration of the Effective Time, subject to the limitations undertakings and other covenants set forth in Section 8(c)herein, the Company Unrivaled, on behalf of itself and, except for Shareholder themselves and the Shareholder Affiliates, for each of its direct and indirect Affiliatestheir past, subsidiariespresent or future partners (whether general, subdivisionslimited or otherwise), entities, related entities, affiliates, predecessors-in-interest, successors-in-interest, predecessorsdivisions, units, subsidiaries (whether wholly, partially or indirectly owned), co-venturers, executors, heirs, administrators, parents, owners, principals, officers, managers, shareholders, partnersdirectors, members, managers employees, representatives, distributors, licensees, insurers, attorneys, consultants, accountants, agents and each of their respective successors and assigns, and their present any and former officersall other persons, directorscorporations or other entities acting under the authority, legal representativessupervision, employeesdirection, agents, and attorneys and other professionals, and their heirs, executors, administrators, trustees, successors and assigns control or on behalf of any of the foregoing (collectively, “Company Releasing PartiesUnrivaled Releasors”), hereby irrevocably releases release and forever discharges discharge the Noteholders and covenants not to xxx: each of their respective past, present or future partners (w) Shareholder whether general, limited or otherwise), entities, related entities, affiliates, predecessors-in-interest, successors-in-interest, divisions, units, subsidiaries (whether wholly, partially or indirectly owned), co-venturers, executors, heirs, administrators, parents, owners, principals, officers, managers, shareholders, directors, members, employees, representatives, distributors, licensees, licensors, insurers, attorneys, consultants, accountants, agents and each of their respective successors and assigns, and any and all other persons, corporations or other entities acting under the Shareholder Affiliatesauthority, excluding supervision, direction, control or on behalf of any of the Company and its subsidiaries foregoing (collectively, the “Shareholder Group”), (x) each of the present and former directors and officers of each member of the Shareholder Group, (y) each of the respective direct and indirect parent companies, Affiliates, subsidiaries, subdivisions, successors, predecessors, affiliated management companies, funds or vehicles advised directly or indirectly by any such affiliated management companies, shareholders, members, managers, partners and assigns (collectively with respect to any Person, the Persons in this clause (y), the “Related EntitiesNoteholder Releasees”) of any member of the Shareholder Group, and (z) each of the present and former Related Entities, officers, directors, managing and executive directors, managers or members of the boards of managers, partners, legal representatives, managers, employees, agents, professional and financial advisors and sub-advisors, investment bankers, accountants, attorneys and other professionals of the persons identified in clauses (x) and (y) immediately above, and the family members, estates, assets, trusts, heirs, executors, administrators, trustees, successors and assigns of the Persons identified in clauses (w), (x), (y) and (z) immediately above (collectively all of the foregoing released Persons in this Section 8, the “Shareholder Released Parties”) of and from any and all liabilities, actions, claims, causes of action, suits, remedies, debts, liabilitiesdues, lossessums of money, demandsaccounts, rightsreckonings, bills, covenants, contracts, controversies, agreements, obligations, damagespromises, expensesacts, costs, expenses (including, but not limited to, attorneys’ or other professionals’ fees whatsoever then existing or thereafter arisingfees), damages, judgments and demands, whatsoever, whether based on or sounding in or alleging (in whole or in part) tort, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities laws, breach of fiduciary duty, any other legal theory or otherwise, whether individual, class, direct or derivative in nature, liquidated or unliquidated, fixed or contingent, whether at law or in equity, whether based on federal, state or foreign law or right of action, foreseen or unforeseen, matured or unmatured, known or unknown, disputed contingent or undisputedvested, accrued in law or not accruedequity, that Unrivaled ever had, may now have, or otherwise (collectively, “Company Claims”), that the Company Releasing Parties have, had or hereafter can, shall or may now or hereafter have against the Company Released Parties, Noteholder Releasees from the beginning of time up to and the world through the Effective Time, that arise out of, relate to, or are in any way connected with end of time relating to the Company. For the avoidance of doubt, neither the Company nor any subsidiary thereof is included the Shareholder Group or as a Shareholder Released PartyClaims. (b) Effective as Except for claims to enforce the terms of this Agreement, and in consideration of the Effective Time, subject to the limitations undertakings and other covenants set forth in Section 8(d)herein, Shareholderthe Noteholders, on behalf of itself and, except for the Company themselves and its subsidiaries, for each of its direct and indirect Affiliatestheir past, subsidiariespresent or future partners (whether general, subdivisionslimited or otherwise), entities, related entities, affiliates, predecessors-in-interest, successors-in-interest, predecessorsdivisions, units, subsidiaries (whether wholly, partially or indirectly owned), co-venturers, executors, heirs, administrators, parents, owners, principals, officers, managers, shareholders, partnersdirectors, members, managers employees, representatives, distributors, licensees, insurers, attorneys, consultants, accountants, agents and each of their respective successors and assigns, and their present any and former officersall other persons, directorscorporations or other entities acting under the authority, legal representativessupervision, employeesdirection, agents, and attorneys and other professionals, and their heirs, executors, administrators, trustees, successors and assigns control or on behalf of any of the foregoing (collectively, the “Shareholder Releasing PartiesNoteholder Releasors”), hereby irrevocably releases release and forever discharges discharge Unrivaled and covenants not to xxx: (w) the Company, (x) each of the their respective past, present and former directors and officers of each of Company and the direct or indirect subsidiaries future partners (whether general, limited or Affiliates thereof, (y) each of the Related Entities of the Persons identified in clause (wotherwise), and entities, related entities, affiliates, predecessors-in-interest, successors-in-interest, divisions, units, subsidiaries (z) each of the present and former Related Entitieswhether wholly, partially or indirectly owned), co-venturers, executors, heirs, administrators, parents, owners, principals, officers, managers, shareholders, directors, managing and executive directors, managers or members of the boards of managers, partners, legal representatives, managersmembers, employees, agentsrepresentatives, professional and financial advisors and sub-advisorsdistributors, investment bankerslicensees, licensors, insurers, attorneys, consultants, accountants, attorneys agents and other professionals each of the Persons identified in clauses (x) their respective successors and (y) immediately aboveassigns, and any and all other persons, corporations or other entities acting under the family membersauthority, estatessupervision, assetsdirection, trusts, heirs, executors, administrators, trustees, successors and assigns control or on behalf of the Persons identified in clauses (w), (x), (y) and (z) immediately above (collectively all any of the foregoing released Persons in this Section 8(b)(collectively, the “Company Released PartiesUnrivaled Releasees”) of and from any and all liabilities, actions, claims, causes of action, suits, remedies, debts, liabilitiesdues, lossessums of money, demandsaccounts, rightsreckonings, bills, covenants, contracts, controversies, agreements, obligations, damagespromises, expensesacts, costs, expenses (including, but not limited to, attorneys’ or other professionals’ fees whatsoever then existing or thereafter arisingfees), damages, judgments and demands, whatsoever, whether based on or sounding in or alleging (in whole or in part) tort, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities laws, breach of fiduciary duty, any other legal theory or otherwise, whether individual, class, direct or derivative in nature, liquidated or unliquidated, fixed or contingent, whether at law or in equity, whether based on federal, state or foreign law or right of action, foreseen or unforeseen, matured or unmatured, known or unknown, disputed contingent or undisputedvested, accrued in law or not accrued, or otherwise (collectively, “Shareholder Claims” and, together with Company Claims, “Claims”)equity, that the Company Releasing Parties Noteholder Releasors ever had, may now have, had, or hereafter can, shall or may now or hereafter have against the Company Released Parties, Unrivaled Releasees from the beginning of time up to and the world through the Effective Time, that arise out of, relate to, or are in any way connected with end of time relating to the CompanyReleased Claims. (c) Notwithstanding anything to In furtherance of the contrary contained in this Section 8releases set forth herein, the Company Released Parties will remain liable to the Shareholder Releasing Parties, on behalf of themselves and the Unrivaled Releasors and Noteholder Releasors (respectively), hereby (i) acknowledge that they may later discover facts different from or in addition to those that they now know or believe to be true with respect to the liabilities and obligations, if any, they may have to the Shareholder Releasing Parties, (i) pursuant to this Agreement, the Confidentiality Agreement or any other agreement or document executed or delivered pursuant to or in connection with this Agreement and claims released hereunder; (ii) any rights any Shareholder Releasing Party may have to indemnification or advancement or reimbursement of expenses under any D&O policyagree that, indemnification agreement or pursuant to the organizational documents of the Company or any of its Subsidiaries or employee benefit plan or related trust thereof (in each case, for the avoidance of doubt, as amended from time to time). (d) Notwithstanding anything to the contrary contained in this Section 8such event, the Shareholder Released Parties will remain liable to the Company Releasing Partiesreleases herein, with respect to the liabilities and obligationsincluding, if any, they may have to the Company Releasing Parties pursuant to this Agreementwithout limitation, the Confidentiality Agreement general releases herein, shall nevertheless remain effective in all respects, notwithstanding such different or any other agreement additional facts or document executed or delivered pursuant to or in connection with this Agreement the discovery of those facts; and (in each caseiii) further acknowledge that they are aware of, for the avoidance of doubthave read, as amended from time to time). (e) Notwithstanding anything to the contrary contained in this Section 8, no Shareholder Releasing Party or Company Releasing Party is waiving or being required to understand and expressly waive any Claim with respect to any actual and intentional fraud by any other Person, or any right that cannot be waived under applicable Law, and nothing contained in this Release will be construed as an admission by any Shareholder Releasing Party or Company Releasing Party of any liability of any kind to any Person. (f) Each of the undersigned, as a Shareholder Releasing Party or a Company Releasing Party (each, a “Releasor”), on behalf of himself, herself or its itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby waives any and all rights that they have or may have under Section § 1542 of the California Civil Code of California, and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdictionCode, which states in full (or otherwise in substance) provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Each Releasor, on behalf of himself, herself or itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby knowingly and willingly waives the provisions of Section 1542 of the Civil Code of California and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction that operates to bar the release of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this release and this Agreement. In particular, each Releasor, on behalf of himself, herself or itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby acknowledges that it has reviewed this Release with its legal counsel, and each Releasor understands and acknowledges the significance and consequences of this Release and, in particular, of the waiver provided in this Section 8(f).:

Mutual Releases. (a) Effective as Each of Uhlenhop and the Trust for itself and its respective affiliates, heirs, successors and assigns, hereby irrevocably and unconditionally releases, acquits, exonerates and forever discharges each of the Effective TimeCompany and DLJMB, subject to the limitations set forth in Section 8(c), the Company on behalf of itself and, except for Shareholder and the Shareholder Affiliates, for each of its direct and indirect Affiliatestheir respective members, subsidiariesofficers, subdivisionsdirectors, successorsmanagers, predecessorsemployees, affiliates, shareholders, partners, membersagents, managers and assigns, and their present and former officers, directors, legal representatives, employeesor any of them, agents, and attorneys and other professionals, and their heirs, executors, administrators, trustees, successors and assigns (collectively, “Company Releasing Parties”), hereby irrevocably releases and forever discharges and covenants not to xxx: (w) Shareholder and the Shareholder Affiliates, excluding the Company and its subsidiaries (collectively, the “Shareholder Group”), (x) each of the present and former directors and officers of each member of the Shareholder Group, (y) each of the respective direct and indirect parent companies, Affiliates, subsidiaries, subdivisions, successors, predecessors, affiliated management companies, funds or vehicles advised directly or indirectly by any such affiliated management companies, shareholders, members, managers, partners and assigns (collectively with respect to any Person, the Persons in this clause (y), the “Related Entities”) of any member of the Shareholder Group, and (z) each of the present and former Related Entities, officers, directors, managing and executive directors, managers or members of the boards of managers, partners, legal representatives, managers, employees, agents, professional and financial advisors and sub-advisors, investment bankers, accountants, attorneys and other professionals of the persons identified in clauses (x) and (y) immediately above, and the family members, estates, assets, trusts, heirs, executors, administrators, trustees, successors and assigns of the Persons identified in clauses (w), (x), (y) and (z) immediately above (collectively all of the foregoing released Persons in this Section 8, the “Shareholder Released Parties”) of and from any and all claims, liabilities, causes of action, suits, remedies, debts, liabilities, losses, demands, rightscontroversies, obligationssuits, damages, expenses, attorneys’ sums of money and/or judgments of any kind or other professionals’ fees whatsoever then existing or thereafter arisingnature, both legal and equitable, whether based on or sounding in or alleging (in whole or in part) tort, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities laws, breach of fiduciary duty, any other legal theory or otherwise, whether individual, class, direct or derivative in nature, liquidated or unliquidated, fixed or contingent, whether at law or in equity, whether based on federal, state or foreign law or right of action, foreseen or unforeseen, matured or unmatured, known or unknown, disputed suspected or undisputedunsuspected, or accrued or not accruedunaccrued, or otherwise (collectively, “Company Claims”), that the Company Releasing Parties have, had or can, shall or may now or hereafter have against the Company Released Parties, from the beginning of time up to and through the Effective Time, that arise out of, relate to, or which are in any way connected with or in respect of, or which may have arisen or may hereafter arise between the Company. For parties under, this Agreement (including, without limitation, in connection with sale and purchase of the avoidance of doubtShares hereunder), neither except, as contemplated by Section 2.03 hereof, with respect to the Company nor any subsidiary thereof is included the Shareholder Group or as a Shareholder Released Partyrepresentations and warranties contained in Section 2.02 hereof. (b) Effective as Each of the Effective TimeCompany, subject to the limitations set forth in Section 8(d)its own capacity and as Purchaser, Shareholder, on behalf of and DLJMB for itself and, except for the Company and its subsidiariesrespective affiliates, for heirs, successors and assigns, hereby irrevocably and unconditionally releases, acquits, exonerates and forever discharges each of its direct Uhlenhop and indirect Affiliatesthe Trust, subsidiariesand each of their respective members, subdivisionsofficers, successorsdirectors, predecessorsmanagers, employees, affiliates, shareholders, partners, membersagents, managers and assigns, and their present and former officers, directors, legal representatives, employeesor any of them, agents, and attorneys and other professionals, and their heirs, executors, administrators, trustees, successors and assigns (collectively, the “Shareholder Releasing Parties”), hereby irrevocably releases and forever discharges and covenants not to xxx: (w) the Company, (x) each of the present and former directors and officers of each of Company and the direct or indirect subsidiaries or Affiliates thereof, (y) each of the Related Entities of the Persons identified in clause (w), and (z) each of the present and former Related Entities, officers, directors, managing and executive directors, managers or members of the boards of managers, partners, legal representatives, managers, employees, agents, professional and financial advisors and sub-advisors, investment bankers, accountants, attorneys and other professionals of the Persons identified in clauses (x) and (y) immediately above, and the family members, estates, assets, trusts, heirs, executors, administrators, trustees, successors and assigns of the Persons identified in clauses (w), (x), (y) and (z) immediately above (collectively all of the foregoing released Persons in this Section 8(b), the “Company Released Parties”) of and from any and all claims, liabilities, causes of action, suits, remedies, debts, liabilities, losses, demands, rightscontroversies, obligationssuits, damages, expenses, attorneys’ sums of money and/or judgments of any kind or other professionals’ fees whatsoever then existing or thereafter arisingnature, both legal and equitable, whether based on or sounding in or alleging (in whole or in part) tort, contract, negligence, strict liability, contribution, subrogation, respondeat superior, violations of federal or state securities laws, breach of fiduciary duty, any other legal theory or otherwise, whether individual, class, direct or derivative in nature, liquidated or unliquidated, fixed or contingent, whether at law or in equity, whether based on federal, state or foreign law or right of action, foreseen or unforeseen, matured or unmatured, known or unknown, disputed suspected or undisputedunsuspected, or accrued or not accruedunaccrued, or otherwise (collectively, “Shareholder Claims” and, together with Company Claims, “Claims”), that the Company Releasing Parties have, had, or can, shall or may now or hereafter have against the Company Released Parties, from the beginning of time up to and through the Effective Time, that arise out of, relate to, or which are in any way connected with or in respect of, or which may have arisen or may hereafter arise between the Company. parties under, this Agreement (cincluding, without limitation, in connection with sale and purchase of the Shares hereunder), except (i) Notwithstanding anything with respect to the contrary contained representations by the Sellers in this Section 81.01 that the Shares are being delivered free and clear of liens, the Company Released Parties will remain liable to the Shareholder Releasing PartiesETC., or (ii) as contemplated by Section 2.03 hereof, with respect to the liabilities and obligations, if any, they may have to the Shareholder Releasing Parties, (i) pursuant to this Agreement, the Confidentiality Agreement or any other agreement or document executed or delivered pursuant to or in connection with this Agreement and (ii) any rights any Shareholder Releasing Party may have to indemnification or advancement or reimbursement of expenses under any D&O policy, indemnification agreement or pursuant to the organizational documents representations of the Company or any of its Subsidiaries or employee benefit plan or related trust thereof (Sellers set forth in each case, for the avoidance of doubt, as amended from time to time)Section 2.01(a) hereof. (d) Notwithstanding anything to the contrary contained in this Section 8, the Shareholder Released Parties will remain liable to the Company Releasing Parties, with respect to the liabilities and obligations, if any, they may have to the Company Releasing Parties pursuant to this Agreement, the Confidentiality Agreement or any other agreement or document executed or delivered pursuant to or in connection with this Agreement (in each case, for the avoidance of doubt, as amended from time to time). (e) Notwithstanding anything to the contrary contained in this Section 8, no Shareholder Releasing Party or Company Releasing Party is waiving or being required to waive any Claim with respect to any actual and intentional fraud by any other Person, or any right that cannot be waived under applicable Law, and nothing contained in this Release will be construed as an admission by any Shareholder Releasing Party or Company Releasing Party of any liability of any kind to any Person. (f) Each of the undersigned, as a Shareholder Releasing Party or a Company Releasing Party (each, a “Releasor”), on behalf of himself, herself or its itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby waives any and all rights under Section 1542 of the Civil Code of California, and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction, which states in full (or otherwise in substance) as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Each Releasor, on behalf of himself, herself or itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby knowingly and willingly waives the provisions of Section 1542 of the Civil Code of California and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction that operates to bar the release of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this release and this Agreement. In particular, each Releasor, on behalf of himself, herself or itself and each other Shareholder Releasing Party or Company Releasing Party, as applicable, that is a Related Entity of such Releasor, hereby acknowledges that it has reviewed this Release with its legal counsel, and each Releasor understands and acknowledges the significance and consequences of this Release and, in particular, of the waiver provided in this Section 8(f).