Common use of Release and Waiver; Consent; Termination of Existing Agreements Clause in Contracts

Release and Waiver; Consent; Termination of Existing Agreements. Effective as of the Closing, Holder, for himself, herself or itself and on behalf of his, her or its heirs, legal representatives, successors and assigns (collectively, the "Relevant Persons"), hereby irrevocably, unconditionally and forever acquits, releases, waives and discharges Purchaser and Seller, and each of their respective officers, directors, managers, employees, agents, divisions, Subsidiaries, Affiliates, representatives, successors, predecessors and assigns (individually and collectively, the "Released Parties") from any and all past, present and future debts, losses, costs, bonds, suits, actions, causes of action, liabilities, contributions, attorneys' fees, interest, damages (including punitive damages), expenses, claims, potential claims, counterclaims, cross-claims, or demands, in law or in equity, asserted or unasserted, express or implied, known or unknown, matured or unmatured, contingent or vested, liquidated or unliquidated, of any kind or nature or description whatsoever, that any of the Relevant Persons had, presently has or may hereafter have or claim or assert to have against any of the Released Parties, in each case, by reason of any act, omission, transaction, occurrence, conduct, circumstance, condition, harm, matter, cause or thing that has occurred or existed at any time from the beginning of time up to and including the Closing, that in any way arise from or out of, are based upon or relate to (a) such Relevant Person's or Relevant Persons', as applicable, ownership or purported ownership of the Shares or other Equity Interests, or (b) the negotiation or execution of this Agreement, the Purchase Agreement or any of the other Seller Ancillary Agreements or the consummation of any of the Asset Purchase or Transactions; provided, that the foregoing release shall not apply to (i) such Relevant Person's or Relevant Persons', as applicable, rights arising out of the Purchase Agreement and each agreement attached as an exhibit thereto or entered into in connection therewith executed by and between such Relevant Person and Purchaser or any of its Affiliates, (ii) any claim that cannot be waived or released by law, (iii) any right to receive unpaid compensation or benefits as an employee of Seller, (iv) any right of a director (or a stockholder affiliated with such director that is a third-party beneficiary) or officer of Seller to indemnification by Seller or any successor under obligations of Seller, whether such rights exist under the certificate of incorporation or bylaws of Seller, any Contract with Seller, Seller's directors' and officers' or other fiduciary liability insurance policy, or otherwise (after taking into account such exceptions, the "Holder Claims"). The release is intended to be complete, global and all-encompassing and specifically includes claims that are known, unknown, fixed, contingent or conditional with respect to the matters described herein. With respect to such Holder Claims, Holder hereby expressly waives any and all rights conferred upon him, her or it by any statute or rule of law which provides that a release does not extend to claims which the claimant does not know or suspect to exist in his, her or its favor at the time of executing the release, which if known by him, her or it must have materially affected his, her or its settlement with the released party, including the following provisions of California Civil Code Section 1542: "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." Holder represents and warrants that, as of the date hereof and as of the Closing, the Relevant Persons have no Holder Claims against the Released Parties, including relating to any Contract between Holder and Seller, or Holder's interest in any equity or debt security of Seller, or in Holder's capacity as a current or former officer, director, employee, consultant or security holder of Seller; provided, that this representation and warranty does not extend to any claim or loss of the Relevant Person(s), or obligation to or right or remedy of the Relevant Person(s), arising under the Holder Claims. Holder hereby irrevocably agrees not to assert, and shall cause the Relevant Person(s) not to assert, directly or indirectly, any Holder Claim, or to commence, institute or cause to be commenced or instituted, any proceeding of any kind against any Released Parties asserting any Holder Claim. Holder hereby gives any consents or waivers that are reasonably required for the consummation of the Transactions and the Asset Purchase under the terms of any agreement or instrument to which Holder is a party or subject or in respect of any rights Holder may have in connection with the Asset Purchase or the other Transactions (whether such rights exist under the certificate of incorporation or bylaws of Seller, any Contract to which Seller is a party or by which it is, or any of its assets are, bound under statutory or common law or otherwise). Without limiting the generality or effect of the foregoing, Holder hereby waives any and all rights to contest or object to the execution and delivery of the Purchase Agreement, the Seller Board's actions in approving and recommending the Asset Purchase, the consummation of the Asset Purchase and the other Transactions, or to the execution and delivery of the Seller Stockholder Written Consent, or to seek damages or other legal or equitable relief in connection therewith. Any and all existing agreements between Seller and Holder (in Holder's capacity as a holder of Equity Interests of Seller) shall, contingent upon the occurrence of the Closing, automatically terminate and be of no force and effect effective immediately prior to the Closing. Contingent and effective upon the Closing, Holder hereby waives and terminates any rights of first refusal, preemptive rights, rights to notice, rights of co-sale, registration rights, information rights or any similar rights, in each case with respect to the equity securities of Seller, that Holder may have (whether under any Legal Requirements or otherwise) or could potentially have or acquire in connection with the Asset Purchase or otherwise. From and after the Closing, Holder's right to receive consideration on the terms and subject to the conditions set forth in the Purchase Agreement and a Plan of Liquidation shall constitute Holder's sole and exclusive right against Seller and/or Purchaser in respect of Holder's ownership of shares of Seller Capital Stock or other securities of Seller or status as a Holder of Seller or any agreement or instrument with Seller pertaining to the Shares or other securities of Seller or Holder's status as a holder of Equity Interest of Seller. The covenants and agreements set forth in this Section 3, including the release set forth herein, shall survive the Closing indefinitely.

Release and Waiver; Consent; Termination of Existing Agreements. Effective as 2.1 Holder’s portion of the ClosingMerger Consideration represents the only consideration to be received by Holder in exchange for the Shares owned by Holder, if applicable. In exchange for such consideration, if applicable, and as a condition of and inducement to the Company’s, Acquirer’s and Merger Subs’ willingness to consummate the Transactions, Holder, for himself, herself or itself and on behalf of his, her or its heirs, legal representatives, successors and assigns (collectively, the "“Relevant Persons"”), hereby irrevocably, unconditionally and forever acquits, releases, waives and discharges Purchaser Acquirer, the Company and SellerMerger Subs, and each of their respective officers, directors, managers, employees, agents, divisions, Subsidiariesaffiliated corporations, subsidiaries, Affiliates, managers, affiliated non-corporation entities, representatives, successors, stockholders, predecessors and assigns (individually and collectively, the "“Released Parties"”) from any and all past, present and future debts, losses, costs, accounts, reckonings, bills, sums of money, bonds, suits, actions, causes of action, liabilities, contributions, attorneys' ’ fees, interest, damages (including damages, punitive damages), expenses, controversies, covenants, Contracts, promises, judgments, Liabilities, claims, potential claims, counterclaims, cross-claims, or demands, in law or in equity, asserted or unasserted, express or implied, known or unknown, matured or unmatured, contingent or vested, liquidated or unliquidated, of any kind or nature or description whatsoever, that any of the Relevant Persons had, presently has or may hereafter have or claim or assert to have against any of the Released Parties, in each case, Parties by reason of any act, omission, transaction, occurrence, conduct, circumstance, condition, harm, matter, cause or thing that has occurred or existed at any time from the beginning of time up to and including the ClosingEffective Time, that in any way arise from or out of, are based upon or relate to (a) such Relevant Person's ’s or Relevant Persons'’, as applicable, ownership or purported ownership of the Shares, the New Shares or other Equity Interests, securities of the Company or (b) the negotiation or execution of entry into this Agreement, the Purchase Merger Agreement or any of the other Seller Ancillary Agreements documents referenced in the Merger Agreement or the consummation of any of the Asset Purchase or Transactionstransactions and the process related thereto; provided, however, that the foregoing release shall not apply to or encompass (i) any claim such Relevant Person's ’s or Relevant Persons'’, as applicable, rights arising out representative may have, in his or her capacity as a director or officer of the Purchase Company, for indemnification, whether pursuant to an indemnification agreement, under the Company’s Certificate of Incorporation and Bylaws as in effect immediately prior to the Closing or pursuant to applicable law or under the Company D&O Tail Policy, (ii) any claim such Relevant Person’s or Relevant Persons’, as applicable, may have to enforce after the Effective Time his, her or its rights to receive, after the Effective Time occurs, payment of the portion of the Merger Consideration allocated to such Relevant Person or Relevant Persons, as applicable, under and pursuant to the Merger Agreement and each agreement attached as an exhibit thereto or entered into in connection therewith executed by and between such Relevant Person and Purchaser or any of its Affiliates, (ii) any claim that cannot be waived or released by lawtherewith, (iii) any right claim such Relevant Person’s or Relevant Persons’, as applicable, might have to receive unpaid compensation enforce his, her or benefits as an employee of Seller, its rights under this Agreement and (iv) any right of a director contribution against another Holder (or a stockholder affiliated with such director that is a third-party beneficiarycollectively, the “Excluded Claims”) or officer of Seller to indemnification by Seller or any successor under obligations of Seller, whether such rights exist under the certificate of incorporation or bylaws of Seller, any Contract with Seller, Seller's directors' and officers' or other fiduciary liability insurance policy, or otherwise (after taking into account such exceptionsExcluded Claims, the "“Holder Claims"”). The release is intended to be complete, global and all-encompassing and specifically includes claims that are known, unknown, fixed, contingent or conditional conditional, in each case, with respect to the matters described herein. With respect to such Holder Claims, Holder hereby expressly waives any and all rights conferred upon him, her or it by any statute or rule of law which that provides that a release does not extend to claims which that the claimant does not know or suspect to exist in his, her or its favor at the time of executing the release, which if known by him, her or it must have materially affected his, her or its settlement with the released party, including the following provisions of California Civil Code Section 15421542 to the extent applicable to Holder: "“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." Holder represents and warrants that, as of the date hereof and as of the Closing, the Relevant Persons have no Holder Claims against the Released Parties, including relating to any Contract between Holder and Seller, or Holder's interest in any equity or debt security of Seller, or in Holder's capacity as a current or former officer, director, employee, consultant or security holder of Seller; provided, that this representation and warranty does not extend to any claim or loss of the Relevant Person(s), or obligation to or right or remedy of the Relevant Person(s), arising under the Holder Claims. Holder hereby irrevocably agrees not to assert, and shall cause the Relevant Person(s) not to assert, directly or indirectly, any Holder Claim, or to commence, institute or cause to be commenced or instituted, any proceeding of any kind against any Released Parties asserting any Holder Claim. Holder hereby gives any consents or waivers that are reasonably required for the consummation of the Transactions and the Asset Purchase under the terms of any agreement or instrument to which Holder is a party or subject or in respect of any rights Holder may have in connection with the Asset Purchase or the other Transactions (whether such rights exist under the certificate of incorporation or bylaws of Seller, any Contract to which Seller is a party or by which it is, or any of its assets are, bound under statutory or common law or otherwise). Without limiting the generality or effect of the foregoing, Holder hereby waives any and all rights to contest or object to the execution and delivery of the Purchase Agreement, the Seller Board's actions in approving and recommending the Asset Purchase, the consummation of the Asset Purchase and the other Transactions, or to the execution and delivery of the Seller Stockholder Written Consent, or to seek damages or other legal or equitable relief in connection therewith. Any and all existing agreements between Seller and Holder (in Holder's capacity as a holder of Equity Interests of Seller) shall, contingent upon the occurrence of the Closing, automatically terminate and be of no force and effect effective immediately prior to the Closing. Contingent and effective upon the Closing, Holder hereby waives and terminates any rights of first refusal, preemptive rights, rights to notice, rights of co-sale, registration rights, information rights or any similar rights, in each case with respect to the equity securities of Seller, that Holder may have (whether under any Legal Requirements or otherwise) or could potentially have or acquire in connection with the Asset Purchase or otherwise. From and after the Closing, Holder's right to receive consideration on the terms and subject to the conditions set forth in the Purchase Agreement and a Plan of Liquidation shall constitute Holder's sole and exclusive right against Seller and/or Purchaser in respect of Holder's ownership of shares of Seller Capital Stock or other securities of Seller or status as a Holder of Seller or any agreement or instrument with Seller pertaining to the Shares or other securities of Seller or Holder's status as a holder of Equity Interest of Seller. The covenants and agreements set forth in this Section 3, including the release set forth herein, shall survive the Closing indefinitely.”

Release and Waiver; Consent; Termination of Existing Agreements. Effective as of (a) As a condition and inducement to the ClosingCompany’s, HolderSavara’s and Merger Sub’s willingness to enter into the Merger Agreement, the undersigned Stockholder, for himself, herself or itself and on behalf of hishim, her or its heirs, legal representatives, successors and assigns (each, a “Relevant Person”, and collectively, the "“Relevant Persons"”), hereby hereby, effective upon and conditioned on the occurrence of the Closing, irrevocably, unconditionally and forever acquits, releases, waives and discharges Purchaser Savara, the Company and SellerMerger Sub, and each of their respective officers, directors, managers, employees, agents, divisions, Subsidiariesaffiliated corporations, subsidiaries, Affiliates, affiliated non-corporation entities, representatives, successors, predecessors and assigns (individually and collectively, the "“Released Parties"”) from any and all past, present and future debts, losses, costs, accounts, reckonings, bills, sums of money, bonds, suits, actions, causes of action, liabilities, contributions, attorneys' ’ fees, interest, damages (including damages, punitive damages), expenses, controversies, covenants, Contracts, promises, judgments, Encumbrances, claims, potential claims, counterclaims, cross-claims, or demands, in law or in equity, asserted or unasserted, express or implied, known or unknown, matured or unmatured, contingent or vested, liquidated or unliquidated, of any kind or nature or description whatsoever, that any of the Relevant Persons had, presently has or may hereafter have or claim or assert to have against any of the Released Parties, in each case, Parties by reason of any act, omission, transaction, occurrence, conduct, circumstance, condition, harm, matter, cause or thing that has occurred or existed at any time from the beginning of time up to and including the ClosingEffective Time, that in any way arise to the extent arising from or out of, are based upon or relate relating to (ai) such Relevant Person's ’s or Relevant Persons'’, as applicable, ownership or purported ownership of the Shares Shares, the New Shares, or other Equity Interests, securities of the Company or (bii) the negotiation or execution of this Agreement, the Purchase Agreement Merger Agreement, or any of the other Seller Ancillary Agreements documents entered into in connection with the Merger Agreement or the consummation of any of the Asset Purchase or Transactions; providedtransactions contemplated thereby, that the foregoing release shall not apply to (i) except for such Relevant Person's ’s or Relevant Persons'’, as applicable, rights arising out of under this Agreement and the Purchase Merger Agreement and each agreement attached as an exhibit thereto or entered into in connection therewith executed by and between such Relevant Person and Purchaser or any of its Affiliates, (ii) any claim that cannot be waived or released by law, (iii) any right to receive unpaid compensation or benefits as an employee of Seller, (iv) any right of a director (or a stockholder affiliated with such director that is a third-party beneficiary) or officer of Seller to indemnification by Seller or any successor under obligations of Seller, whether such rights exist under the certificate of incorporation or bylaws of Seller, any Contract with Seller, Seller's directors' and officers' or other fiduciary liability insurance policy, or otherwise (after taking into account such exceptions, the "Holder “Stockholder Claims"”). The release is intended to be complete; provided, global and all-encompassing and specifically includes claims however, that are known, unknown, fixed, contingent or conditional with respect to the matters described herein. With respect to such Holder Claims, Holder hereby expressly waives any and all rights conferred upon him, her or it by any statute or rule of law which provides that a this release does not extend to claims which (x) any claim to enforce the claimant does not know terms or suspect to exist any breach of this Agreement and the Merger Agreement or any document or agreement delivered thereunder or in hisconnection therewith, her or its favor at the time of executing the release, which if known by him, her or it must have materially affected his, her or its settlement with the released party, including the following provisions of California Civil Code Section 1542: "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." Holder represents and warrants that, as any of the date hereof and as of provisions set forth therein, (y) any claim for indemnification or contribution by the Closing, undersigned in the Relevant Persons have no Holder Claims against the Released Parties, including relating to any Contract between Holder and Seller, or Holder's interest in any equity or debt security of Seller, or in Holder's undersigned’s capacity as a current or former manager, officer, director, employee, consultant agent or security holder fiduciary of Seller; provided, that this representation and warranty does not extend to any claim or loss of the Relevant Person(s), Company or obligation its subsidiaries pursuant to or right or remedy of the Relevant Person(s), arising under the Holder Claims. Holder hereby irrevocably agrees not to assert, and shall cause the Relevant Person(s) not to assert, directly or indirectly, any Holder Claim, or to commence, institute or cause to be commenced or instituted, any proceeding of any kind against any Released Parties asserting any Holder Claim. Holder hereby gives any consents or waivers that are reasonably required for the consummation of the Transactions and the Asset Purchase under the terms of any indemnification agreement or instrument to which Holder is a party or subject or in respect of any rights Holder may have in connection with between the Asset Purchase undersigned and the Company or the other Transactions charter documents of the Company or any directors’ and officers’ insurance policy (whether such rights exist under or any “tail” policy thereof) of the certificate of incorporation or bylaws of Seller, any Contract to which Seller is a party or by which it isCompany, or (z) any of its assets are, bound under statutory or common law or otherwise). Without limiting other claim by the generality or effect of undersigned in the foregoing, Holder hereby waives any and all rights to contest or object to the execution and delivery of the Purchase Agreement, the Seller Board's actions in approving and recommending the Asset Purchase, the consummation of the Asset Purchase and the other Transactions, or to the execution and delivery of the Seller Stockholder Written Consent, or to seek damages or other legal or equitable relief in connection therewith. Any and all existing agreements between Seller and Holder (in Holder's undersigned’s capacity as a holder former manager, officer, director, employee, agent or fiduciary of Equity Interests of Seller) shall, contingent upon the occurrence any of the Closing, automatically terminate and be of no force and effect effective immediately prior to the Closing. Contingent and effective upon the Closing, Holder hereby waives and terminates any rights of first refusal, preemptive rights, rights to notice, rights of co-sale, registration rights, information rights Company or any similar rights, in each case with respect to the equity securities of Seller, that Holder may have (whether under any Legal Requirements or otherwise) or could potentially have or acquire in connection with the Asset Purchase or otherwise. From and after the Closing, Holder's right to receive consideration on the terms and subject to the conditions set forth in the Purchase Agreement and a Plan of Liquidation shall constitute Holder's sole and exclusive right against Seller and/or Purchaser in respect of Holder's ownership of shares of Seller Capital Stock or other securities of Seller or status as a Holder of Seller or any agreement or instrument with Seller pertaining to the Shares or other securities of Seller or Holder's status as a holder of Equity Interest of Seller. The covenants and agreements set forth in this Section 3, including the release set forth herein, shall survive the Closing indefinitelyits subsidiaries.

Release and Waiver; Consent; Termination of Existing Agreements. Effective as Member’s share of the ClosingMerger Consideration represents the only consideration to be received by Member in exchange for the Company Units owned by Member. In exchange for such consideration and as a condition and inducement to the Company’s, HolderAcquirer’s and Merger Sub’s willingness to enter into the Merger Agreement, Member, for himself, herself or itself and on behalf of his, her or its heirs, legal representatives, successors and assigns (collectively, the "“Relevant Persons"”), solely to the extent involving, or that may be asserted or exercised by Member in Member’s capacity as a member of the Company, and subject to and contingent upon the consummation of the Closing (as defined in the Merger Agreement), hereby irrevocably, unconditionally and forever acquits, releases, waives and discharges Purchaser Acquirer, each of the Company and Sellerits Subsidiaries and Merger Sub, and each of their respective officers, directors, managers, employees, agents, divisions, Subsidiariesaffiliated corporations, subsidiaries, Affiliates, managers affiliated non-corporation entities, representatives, successors, predecessors and assigns (individually and collectively, the "“Released Parties"”) from any and all past, present and future debts, losses, costs, accounts, reckonings, bills, sums of money, bonds, suits, actions, causes of action, liabilities, contributions, attorneys' ’ fees, interest, damages (including damages, punitive damages), expenses, controversies, covenants, Contracts, promises, judgments, Liabilities, claims, potential claims, counterclaims, cross-claims, or demands, in law or in equity, asserted or unasserted, express or implied, known or unknown, matured or unmatured, contingent or vested, liquidated or unliquidated, of any kind or nature or description whatsoever, that any of the Relevant Persons had, presently has or may hereafter have or claim or assert to have against any of the Released Parties, in each case, Parties by reason of any act, omission, transaction, occurrence, conduct, circumstance, condition, harm, matter, cause or thing that has occurred or existed at any time from the beginning of time up to and including the ClosingEffective Time, that in any way arise from or out of, are based upon or relate to (ai) such Relevant Person's ’s or Relevant Persons'’, as applicable, ownership or purported ownership of the Shares Units, the New Units or other Equity Interestssecurities of the Company or any of its Subsidiaries, provided, however, that nothing contained herein shall operate to release any obligation, undertaking or covenants of any Released Party or right of the undersigned arising under the terms of the Merger Agreement or the other Transaction Documents, or the Merger (including the right to receive amounts payable to Member under the Merger Agreement) (the “Reserved Rights”), (ii) the allocation or adequacy of the consideration received by Member in the aggregate or in respect of any class of Company Units owned by Member or any of its Affiliates, or (biii) the negotiation or execution of this Agreement, the Purchase Merger Agreement or any of the other Seller Ancillary Agreements documents referenced in the Merger Agreement or the consummation of any of the Asset Purchase or Transactions; provided, that the foregoing release shall not apply to (i) except for such Relevant Person's ’s or Relevant Persons'’, as applicable, rights arising out of under the Purchase Merger Agreement and each agreement attached as an exhibit thereto or entered into in connection therewith executed by and between such Relevant Person and Purchaser or any of its Affiliates, (ii) any claim that cannot be waived or released by law, (iii) any right to receive unpaid compensation or benefits as an employee of Seller, (iv) any right of a director (or a stockholder affiliated with such director that is a third-party beneficiary) or officer of Seller to indemnification by Seller or any successor under obligations of Seller, whether such rights exist under the certificate of incorporation or bylaws of Seller, any Contract with Seller, Seller's directors' and officers' or other fiduciary liability insurance policy, or otherwise (after taking into account such exceptions, the "Holder “Member Claims"”). The release is intended to be complete, global and all-encompassing and specifically includes claims that are known, unknown, fixed, contingent or conditional with respect to the matters described herein. With respect to such Holder Claims, Holder hereby expressly waives any and all rights conferred upon him, her or it by any statute or rule of law which provides that a release does not extend to claims which the claimant does not know or suspect to exist in his, her or its favor at the time of executing the release, which if known by him, her or it must have materially affected his, her or its settlement with the released party, including the following provisions of California Civil Code Section 1542: "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." Holder represents and warrants that, as of the date hereof and as of the Closing, the Relevant Persons have no Holder Claims against the Released Parties, including relating to any Contract between Holder and Seller, or Holder's interest in any equity or debt security of Seller, or in Holder's capacity as a current or former officer, director, employee, consultant or security holder of Seller; provided, that this representation and warranty does not extend to any claim or loss of the Relevant Person(s), or obligation to or right or remedy of the Relevant Person(s), arising under the Holder Claims. Holder hereby irrevocably agrees not to assert, and shall cause the Relevant Person(s) not to assert, directly or indirectly, any Holder Claim, or to commence, institute or cause to be commenced or instituted, any proceeding of any kind against any Released Parties asserting any Holder Claim. Holder Member hereby gives any consents or waivers that are reasonably required for the consummation of the Transactions and the Asset Purchase Merger under the terms of any agreement or instrument to which Holder Member is a party or subject or in respect of any rights Holder Member may have in connection with the Asset Purchase Merger or the other Transactions (whether such rights exist under the certificate of incorporation or bylaws formation of Sellerthe Company, the Operating Agreement, any Contract to which Seller the Company is a party or by which it is, or any of its assets are, bound under statutory or common law or otherwise). Without limiting the generality or effect of the foregoing, Holder and without limiting any of Members’ Reserved Rights and the rights below), Member hereby waives any and all rights to contest or object to the execution and delivery of the Purchase Merger Agreement, the Seller Board's Voting Members’ actions in approving and recommending the Asset PurchaseMerger, the consummation of the Asset Purchase Merger and the other Transactions, or to the execution and delivery of a Written Consent and the Seller Stockholder Written Consentgranting of the Voting Member Approval, or to seek damages or other legal or equitable relief in connection therewith. Any and all existing agreements between Seller the Company and Holder Member (other than the Operating Agreement), including any investment agreement, unit purchase agreement, carve-out bonus plans, equity incentive plans, member agreements, registration rights agreements and any of the agreements specified in Holder's capacity as a holder of Equity Interests of Seller) Exhibit A hereto, shall, contingent upon the occurrence of the Closing, automatically terminate and be of no force and effect effective immediately prior to the Closing. Contingent Effective Time (it being understood and effective upon agreed that the ClosingOperating Agreement is being amended and restated in its entirety, Holder at the Effective Time, as set forth in Section 1.1(e)(ii) of the Merger Agreement), and Member hereby waives and terminates agrees to the waiver of any rights of first refusal, rights to any liquidation preference, preemptive rights, rights to notice, rights of co-sale, registration rights, information rights and similar rights of Member under any such agreements or otherwise. As of and subject to the Closing, Member, in his, her or its capacity as a member of the Company, will not be entitled to any indemnity, reimbursement or other similar rights from Acquirer, the Company or their respective subsidiaries, including by virtue of Member’s investment in the Company or any similar rightsother Contract, and no obligation, liability or other circumstances shall exist at the Effective Time that give or may give rise to any liability of Acquirer, the Company or their respective subsidiaries to Member, other than as specifically set forth in each case with respect to the equity securities of SellerMerger Agreement, that Holder may have (whether under any Legal Requirements or otherwise) or could potentially have or acquire in connection with the Asset Purchase or otherwiseother Transaction Documents and this Agreement. From and after the ClosingEffective Time, Holder's Member’s right to receive consideration on the terms and subject to the conditions set forth in the Purchase Merger Agreement and a Plan of Liquidation shall constitute Holder's Member’s sole and exclusive right against Seller the Company and/or Purchaser Acquirer in respect of Holder's Member’s ownership of shares of Seller Capital Stock or other securities of Seller the Units and New Units or status as a Holder member of Seller the Company or any agreement or instrument with Seller the Company pertaining to the Shares Units and New Units or other securities of Seller or Holder's Member’s status as a holder member of Equity Interest the Company. For the avoidance of Seller. The covenants doubt, and agreements notwithstanding anything to the contrary set forth in this Section 3Agreement, including the release set forth hereinabove shall not extend to any of the following: (i) to the extent Member is an employee of the Company or its Subsidiary, shall survive any right to receive accrued but unpaid wages, salary, bonuses, accrued vacation and any other accrued but unpaid compensation and/or benefits owed to Member in its capacity as an employee or ex-employee in accordance with the Closing indefinitelyterms of any Contract with the Company or its Subsidiary set forth on any of Schedules 2.16(a)(v) and/or 2.16(a)(vi) of the Company Disclosure Letter, and any right to receive the reimbursement of expenses incurred by Member in its capacity as an employee and in the ordinary course of his or her employment with the Company or its Subsidiary and which are reimbursable under the Company’s or its Subsidiary’s expense reimbursement policies; (ii) if Member is a party to, or is an express third party beneficiary of any Contract that is set forth on any of Schedules 2.16(a)(v) and/or 2.16(a)(vi) of the Company Disclosure Letter, the Merger Agreement or any other Transaction Document, the enforcement of, or exercise of any rights and remedies (if any) under any provisions thereof; (iii) any obligation, undertaking or covenants of any Released Party or any right of Member under the Merger Agreement or the other Transaction Documents (including the right to receive amounts payable to Member pursuant to and in accordance with the terms of the Merger Agreement); or (iv) if Member is an employee of the Company or any of its Subsidiaries, any employment rights that cannot be waived as a matter of applicable law.

Release and Waiver; Consent; Termination of Existing Agreements. Effective as Shareholder’s share of the ClosingMerger Consideration represents the only consideration to be received by Shareholder in exchange for the MLB Common Stock owned by Shareholder. In exchange for such consideration and as a condition and inducement to the Acquirer’s, HolderSubsidiary’s and the Target’s willingness to enter into the Merger Agreement, Shareholder, for himself, herself or itself and on behalf of his, her or its heirs, legal representatives, successors and assigns (collectively, the "“Relevant Persons"”), hereby irrevocably, unconditionally and forever acquits, releases, waives and discharges Purchaser Acquirer, Subsidiary and Sellerthe Target, and each of their respective officers, directors, managers, employees, agents, divisions, Subsidiariesaffiliated corporations, subsidiaries, Affiliates, managers, affiliated non-corporation entities, representatives, successors, predecessors and assigns (individually and collectively, the "“Released Parties"”) from any and all past, present and future debts, losses, costs, accounts, reckonings, bills, sums of money, bonds, suits, actions, causes of action, liabilities, contributions, attorneys' ’ fees, interest, damages (including damages, punitive damages), expenses, controversies, covenants, contracts, promises, judgments, liabilities, claims, potential claims, counterclaims, cross-claims, or demands, in law or in equity, asserted or unasserted, express or implied, known or unknown, matured or unmatured, contingent or vested, liquidated or unliquidated, of any kind or nature or description whatsoever, that any of the Relevant Persons had, presently has or may hereafter have or claim or assert to have against any of the Released Parties, in each case, Parties by reason of any act, omission, transaction, occurrence, conduct, circumstance, condition, harm, matter, cause or thing that has occurred or existed at any time from the beginning of time up prior to and including the ClosingEffective Time, that in any way arise from or out of, are based upon or relate to (ai) such Relevant Person's ’s or Relevant Persons'’, as applicable, ownership or purported ownership of the Shares or other Equity Interestssecurities of the Target, or (bii) the negotiation or execution of this Agreement, the Purchase Agreement Merger Agreement, or any of the other Seller Ancillary Agreements documents referenced in the Merger Agreement or the consummation of any of the Asset Purchase other Contemplated Transactions or Transactions; providedtransactions contemplated hereby, that the foregoing release shall not apply to (i) except for such Relevant Person's ’s or Relevant Persons'’, as applicable, rights arising out of under the Purchase Merger Agreement and each agreement attached as an exhibit thereto or entered into in connection therewith executed by and between such Relevant Person and Purchaser or any of its Affiliates, (ii) any claim that cannot be waived or released by law, (iii) any right to receive unpaid compensation or benefits as an employee of Seller, (iv) any right of a director (or a stockholder affiliated with such director that is a third-party beneficiary) or officer of Seller to indemnification by Seller or any successor under obligations of Seller, whether such rights exist under the certificate of incorporation or bylaws of Seller, any Contract with Seller, Seller's directors' and officers' or other fiduciary liability insurance policy, or otherwise (after taking into account such exceptions, the "Holder “Shareholder Claims"”). The release is intended to be complete, global and all-all encompassing and specifically includes claims that are known, unknown, fixed, contingent or conditional with respect to the matters described herein. With respect to such Holder the Shareholder Claims, Holder Shareholder hereby expressly waives any and all rights conferred upon him, her or it by any statute or rule of law which that provides that a release does not extend to claims which that the claimant does not know or suspect to exist in his, her or its favor at the time of executing the release, which if known by him, her or it must have materially affected his, her or its settlement with the released party, including the following provisions of California Civil Code Section 15421542 to the extent applicable to Shareholder: "“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATRELEASE, WHICH IF KNOWN BY HIM OR HER, WOULD HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYDEBTOR." Holder represents and warrants that” For the avoidance of doubt, as nothing in this paragraph will be deemed to constitute a release by any Shareholder of the date hereof and as any right of the Closing, the Relevant Persons have no Holder Claims against the Released Parties, including relating such Shareholder to any Contract between Holder and Seller, or Holder's interest in any equity or debt security of Seller, or in Holder's capacity as (x) if Shareholder is a current or former officeremployee of or service provider to the Target, directorsalary, employeecash bonuses or any other compensation, consultant reimbursable expenses or security holder other employment benefits earned or accrued by or for the benefit of Seller; providedsuch Shareholder prior to the Closing in respect of services performed by such Shareholder as an employee of or service provider to the Target, that this representation and warranty does solely to the extent not extend paid by the Target prior to any claim the Closing or loss (y) if Shareholder is a current or former officer or director of the Relevant Person(s)Target or any of its Subsidiaries, indemnification asserted in writing by an officer or obligation to or right or remedy director of the Relevant Person(s)Target against the Target, arising whether under the Holder Claims. Holder hereby irrevocably agrees not Articles of Incorporation, Bylaws or under a written indemnification agreement entered into by the Target and such officer or director prior to assertthe date of the Merger Agreement, and shall cause disclosed to Acquirer in the Relevant Person(sTarget Disclosure Schedule, with respect to a lawsuit that: (I) not was commenced against such officer or director by a third party and (II) seeks to assert, directly impose monetary liability on such officer or indirectly, any Holder Claim, director by virtue of an act or omission committed prior to commence, institute the date of this Agreement by such officer or cause to be commenced director in his or instituted, any proceeding her capacity as an officer or director of any kind against any Released Parties asserting any Holder Claimthe Target. Holder Shareholder hereby gives any consents or waivers that are reasonably required for the consummation of the Transactions Merger and the Asset Purchase other Contemplated Transactions under the terms of any agreement or instrument to which Holder Shareholder is a party or subject or in respect of any rights Holder Shareholder may have in connection with the Asset Purchase Merger or the other Contemplated Transactions (whether such rights exist under the certificate Articles of incorporation Incorporation or bylaws of Sellerthe Bylaws, any Contract contract to which Seller the Target is a party or by which it is, or any of its assets are, bound under statutory or common law or otherwise). Without limiting the generality or effect of the foregoing, Holder Shareholder hereby waives any and all rights to contest or object to the execution and delivery of the Purchase Merger Agreement, the Seller Board's ’s actions in approving and recommending the Asset PurchaseMerger, the consummation of the Asset Purchase Merger and the other Contemplated Transactions, or to the execution and delivery of one or more written consents, including the Seller Stockholder Written Consentgranting of the Requisite Shareholder Approval therein, or to seek damages or other legal or equitable relief in connection therewith. Any Except for the indemnification agreement entered into between the Target and the Shareholder, any and all agreements existing immediately prior to the Effective Time between the Target and Shareholder, stock purchase agreement, carve-out bonus plans, equity incentive plans, shareholders agreements, and any of the agreements between Seller and Holder (in Holder's capacity as a holder of Equity Interests of Seller) shall, contingent upon the occurrence of the Closing, automatically terminate and be of no force and effect effective immediately prior to the Closing. Contingent Effective Time, and effective upon Shareholder hereby agrees to the Closing, Holder hereby waives and terminates waiver of any rights of first refusal, preemptive rights, rights to notice, rights of co-sale, registration rights, information rights and similar rights of Shareholder under any such agreements or otherwise. Other than as specifically set forth in the Merger Agreement and this Agreement, (a) as of and subject to the Closing, Shareholder, in its capacity as a Target Shareholder, will not be entitled to any indemnity, reimbursement or other similar rights from Acquirer, the Target or the Subsidiary, including by virtue of Shareholder’s investment in the Target or any similar rightsother contract, in each case with respect and (b) no obligation, liability or other circumstances shall exist at the Effective Time that give or may give rise to any liability of Acquirer, the equity securities of Seller, that Holder may have (whether under any Legal Requirements Target or otherwise) or could potentially have or acquire in connection with the Asset Purchase or otherwiseSubsidiary to Shareholder. From and after the ClosingEffective Time, Holder's Shareholder’s right to receive consideration on the terms and subject to the conditions set forth in the Purchase Merger Agreement and a Plan of Liquidation shall constitute Holder's Shareholder’s sole and exclusive right against Seller the Target and/or Purchaser Acquirer or the Subsidiary in respect of Holder's Shareholder’s ownership of shares of Seller Capital Stock or other securities of Seller the Shares or status as a Holder of Seller Target Shareholder or any agreement or instrument with Seller the Target pertaining to the Shares or other securities of Seller or Holder's Shareholder’s status as a holder of Equity Interest of Seller. The covenants and agreements set forth in this Section 3, including the release set forth herein, shall survive the Closing indefinitelyTarget Shareholder.

Release and Waiver; Consent; Termination of Existing Agreements. Effective as (a) The undersigned Stockholder’s share of the ClosingMerger Consideration represents the only consideration to be received by the undersigned Stockholder in exchange for the Company Capital Stock, HolderCompany Options and Company Warrants owned by the undersigned Stockholder. In exchange for such consideration and as a condition and inducement to the Company’s, Parent’s and Merger Sub’s willingness to enter into the Merger Agreement, the undersigned Stockholder, for himself, herself or itself and on behalf of hishim, her or its heirs, legal representatives, successors and assigns (each, a “Relevant Person”, and collectively, the "“Relevant Persons"”), hereby hereby, effective upon and conditioned on the occurrence of the Closing, irrevocably, unconditionally and forever acquits, releases, waives and discharges Purchaser Parent, the Company and SellerMerger Sub, and each of their respective officers, directors, managers, employees, agents, divisions, Subsidiariesaffiliated corporations, subsidiaries, Affiliates, affiliated non-corporation entities, representatives, successors, predecessors and assigns (individually and collectively, the "“Released Parties"”) from any and all past, present and future debts, losses, costs, accounts, reckonings, bills, sums of money, bonds, suits, actions, causes of action, liabilities, contributions, attorneys' ’ fees, interest, damages (including damages, punitive damages), expenses, controversies, covenants, Contracts, promises, judgments, Encumbrances, claims, potential claims, counterclaims, cross-claims, or demands, in law or in equity, asserted or unasserted, express or implied, known or unknown, matured or unmatured, contingent or vested, liquidated or unliquidated, of any kind or nature or description whatsoever, that any of the Relevant Persons had, presently has or may hereafter have or claim or assert to have against any of the Released Parties, in each case, Parties by reason of any act, omission, transaction, occurrence, conduct, circumstance, condition, harm, matter, cause or thing that has occurred or existed at any time from the beginning of time up to and including the ClosingEffective Time, that in any way arise to the extent arising from or out of, are based upon or relate relating to (ai) such Relevant Person's ’s or Relevant Persons'’, as applicable, ownership or purported ownership of the Shares, the New Shares or other Equity Interestssecurities of the Company, or (bii) the negotiation or execution of this Agreement, the Purchase Agreement Merger Agreement, or any of the other Seller Ancillary Agreements documents entered into in connection with the Merger Agreement or the consummation of any of the Asset Purchase or Transactions; providedtransactions contemplated thereby, that the foregoing release shall not apply to (i) except for such Relevant Person's ’s or Relevant Persons'’, as applicable, rights arising out of under this Agreement and the Purchase Merger Agreement and each agreement attached as an exhibit thereto or entered into in connection therewith executed by and between such Relevant Person and Purchaser or any of its Affiliates, (ii) any claim that cannot be waived or released by law, (iii) any right to receive unpaid compensation or benefits as an employee of Seller, (iv) any right of a director (or a stockholder affiliated with such director that is a third-party beneficiary) or officer of Seller to indemnification by Seller or any successor under obligations of Seller, whether such rights exist under the certificate of incorporation or bylaws of Seller, any Contract with Seller, Seller's directors' and officers' or other fiduciary liability insurance policy, or otherwise (after taking into account such exceptions, the "Holder “Stockholder Claims"”). The release is intended to be complete; provided, global and all-encompassing and specifically includes claims however, that are known, unknown, fixed, contingent or conditional with respect to the matters described herein. With respect to such Holder Claims, Holder hereby expressly waives any and all rights conferred upon him, her or it by any statute or rule of law which provides that a this release does not extend to claims which (x) any claim to enforce the claimant does not know terms or suspect to exist any breach of this Agreement and the Merger Agreement or any document or agreement delivered thereunder or in hisconnection therewith, her or its favor at the time of executing the release, which if known by him, her or it must have materially affected his, her or its settlement with the released party, including the following provisions of California Civil Code Section 1542: "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." Holder represents and warrants that, as any of the date hereof and as of the Closing, the Relevant Persons have no Holder Claims against the Released Parties, including relating to any Contract between Holder and Sellerprovisions set forth therein, or Holder's interest (y) any claim for indemnification or contribution by the undersigned in any equity or debt security of Seller, or in Holder's the undersigned’s capacity as a current or former manager, officer, director, employee, consultant agent or security holder fiduciary of Seller; provided, that this representation and warranty does not extend to any claim or loss of the Relevant Person(s), Company or obligation its subsidiaries pursuant to or right or remedy of the Relevant Person(s), arising under the Holder Claims. Holder hereby irrevocably agrees not to assert, and shall cause the Relevant Person(s) not to assert, directly or indirectly, any Holder Claim, or to commence, institute or cause to be commenced or instituted, any proceeding of any kind against any Released Parties asserting any Holder Claim. Holder hereby gives any consents or waivers that are reasonably required for the consummation of the Transactions and the Asset Purchase under the terms of any indemnification agreement or instrument to which Holder is a party or subject or in respect of any rights Holder may have in connection with between the Asset Purchase undersigned and the Company or the other Transactions (whether such rights exist under charter documents of the certificate of incorporation or bylaws of Seller, any Contract to which Seller is a party or by which it is, Company or any of its assets are, bound under statutory directors’ and officers’ insurance policy (or common law or otherwise). Without limiting the generality or effect any “tail” policy thereof) of the foregoing, Holder hereby waives any and all rights to contest or object to the execution and delivery of the Purchase Agreement, the Seller Board's actions in approving and recommending the Asset Purchase, the consummation of the Asset Purchase and the other Transactions, or to the execution and delivery of the Seller Stockholder Written Consent, or to seek damages or other legal or equitable relief in connection therewith. Any and all existing agreements between Seller and Holder (in Holder's capacity as a holder of Equity Interests of Seller) shall, contingent upon the occurrence of the Closing, automatically terminate and be of no force and effect effective immediately prior to the Closing. Contingent and effective upon the Closing, Holder hereby waives and terminates any rights of first refusal, preemptive rights, rights to notice, rights of co-sale, registration rights, information rights or any similar rights, in each case with respect to the equity securities of Seller, that Holder may have (whether under any Legal Requirements or otherwise) or could potentially have or acquire in connection with the Asset Purchase or otherwise. From and after the Closing, Holder's right to receive consideration on the terms and subject to the conditions set forth in the Purchase Agreement and a Plan of Liquidation shall constitute Holder's sole and exclusive right against Seller and/or Purchaser in respect of Holder's ownership of shares of Seller Capital Stock or other securities of Seller or status as a Holder of Seller or any agreement or instrument with Seller pertaining to the Shares or other securities of Seller or Holder's status as a holder of Equity Interest of Seller. The covenants and agreements set forth in this Section 3, including the release set forth herein, shall survive the Closing indefinitelyCompany.