Common use of Release and Waiver Clause in Contracts

Release and Waiver. (a ) Each of the Releasers hereby waives and releases any right to initiate or prosecute or participate in the initiating or prosecuting of any and all Claims against or with respect to any of the of the Releasees, including, without limitation, any and all Claims arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities, whether or not any of such Claims are now existing or hereafter arising. (b ) Each of the Releasers hereby releases and forever discharges all Releasees of and from any and all manner of Claims which the Releaser now has or may hereafter have against any Releasee arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (c ) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosure, and that the right to rescind this Release on any such grounds is hereby expressly waived. Each of the Releasers specifically acknowledges that they might hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of the Claims released, but nonetheless Releaser shall be deemed to have fully, finally, and forever settled and released any and all Claims whether known or unknown, suspected or unsuspected, contingent or non-contingent, which now exist, heretofore have existed, or may come to exist in the future upon any theory of law or equity now existing or coming into existence in the future.

Release and Waiver. (a ) Each of 8.1. Plaintiffs and Town agree to the Releasers hereby waives following release and releases waiver, which shall take 8.2. Plaintiffs and Class Counsel represent and warrant that Settlement Class Members 8.3. Without in any right way limiting its scope, and, except to initiate or prosecute or participate the extent otherwise specified in the initiating or prosecuting of any this Agreement, this Release covers by example and all Claims against or with respect to any of the of the Releasees, including, without limitation, any and all Claims arising out of claims for damages, equitable relief, attorneys’ fees, costs, expenses, expert fees, or concerning in consultant fees, interest, or litigation fees, costs or any way the Merger Agreementother fees, any transactions contemplated thereincosts, and any Party’s securitiesexpenses and/or disbursements incurred by Class Counsel, whether or not any of such Claims are now existing by Class Plaintiffs or hereafter arising. (b ) Each of the Releasers hereby releases and forever discharges all Releasees of and from any and all manner of Claims which the Releaser now has or may hereafter have against any Releasee arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (c ) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Settlement Class Members regarding Released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser by for which any of the ReleaseesReleased Parties might otherwise be claimed liable. 8.4. Plaintiffs expressly understand and acknowledge, and each all Settlement Class Members will be deemed by the Final Order and Judgment to acknowledge, that certain principles of law and equity, including, but not limited to, Section 1542 of the Releasers agrees Civil Code of the State of California, provide that no remedy shall “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” To the extent that anyone might argue that these principles of law or equity are applicable, Plaintiffs hereby agree that the provisions of all such principles of law, equity or similar federal or state laws, rights, rules, legal or equitable principles, to the extent they are found to be available for any such alleged non-disclosureapplicable herein, are hereby knowingly and voluntarily waived, relinquished and released by them and all Settlement Class Members. 8.5. Class Plaintiffs acknowledge, and that all Settlement Class Members will be deemed by the right Final Order and Judgment to rescind this Release on any such grounds is hereby expressly waived. Each of the Releasers specifically acknowledges acknowledge, that they might are aware that they could conceivably hereafter discover claims that were existing in the past or present, that may be presently unknown or unsuspected, or facts in addition to or different from those which that they now know or believe to be true with respect to the allegations or subject matter matters in the Action or with respect to the Released Claims but, nevertheless, intend to fully, finally and forever settle and release such matters, and all claims relating thereto, which exist, hereafter may exist, or might have existed (whether or not previously or current asserted in any action or proceeding) related in any way to the facts, transactions, and claims asserted in the Action or with respect to the Released Claims. 8.6. The Parties and each of the Claims released, but nonetheless Releaser Settlement Class Members who do not timely and validly exclude themselves in accordance with the procedures set forth in the Settlement Notice shall be deemed to have fully, finallyagreed that the Release set forth herein will be and may be raised as a complete defense to and will preclude any action or proceeding based in whole or in part upon the claims released by and through this Agreement. Class Plaintiffs acknowledge and agree, and forever settled all Settlement Class Members (other than those who timely and released any validly exclude themselves in accordance with the procedures set forth in the Settlement Notice) will be deemed by the Final Order and all Claims whether known Judgment to have agreed, that each of them shall be permanently barred and enjoined by the Final Approval Order from hereafter instituting, participating in, prosecuting or unknownmaintaining, suspected either directly or unsuspectedindirectly, contingent or non-contingent, which now exist, heretofore have existedon their own behalf, or on behalf of the Settlement Class or any other Settlement Class Member, person or entity, any action or proceeding of any kind asserting any of the Released Claims. 8.7. Upon entry of the Final Order and Judgment, the Parties shall be deemed to have agreed that the Release set forth herein will be and may come be raised as a complete defense to exist in and will preclude any action or proceeding based on the future upon any theory of law or equity now existing or coming into existence in the futureclaims released by and through this Agreement.

Release and Waiver. The Borrower and each of its Subsidiaries (a collectively, the "RELEASORS") Each of the Releasers hereby waives and releases any right to initiate or prosecute or participate in the initiating or prosecuting of any and all Claims against or with respect to any of the of the Releaseesreleases, includingremises, without limitation, any and all Claims arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities, whether or not any of such Claims are now existing or hereafter arising. (b ) Each of the Releasers hereby releases acquits and forever discharges Agent, each Lender, their Affiliates, and each of their respective employees, agents representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors, participants and assigns, (all Releasees of and the foregoing hereinafter called the "RELEASED PARTIES"), from any and all manner actions and causes of Claims which the Releaser now has or may hereafter have against any Releasee arising out action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, setoffs, recoupments, counterclaims, defenses, damages and expenses of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (c ) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosure, and that the right to rescind this Release on any such grounds is hereby expressly waived. Each of the Releasers specifically acknowledges that they might hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of the Claims released, but nonetheless Releaser shall be deemed to have fully, finally, and forever settled and released any and all Claims whether every character, known or unknown, suspected or unsuspected, contingent direct and/or indirect, at law or non-contingentin equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, and in any way directly or indirectly arising out of or in any way connected to this Agreement, the Existing Credit Agreement and the agreements entered into in connection therewith, the other Loan Documents or any of the Related Documents (all of the foregoing hereinafter called the "RELEASED MATTERS"). Each Releasor acknowledges that the agreements in this Section 8.15 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters and constitute a complete waiver of any right of setoff or recoupment, counterclaim or defense of any nature whatsoever which now exist, heretofore have existedarose prior to the date hereof to payment or performance of the Obligations. Each Releasor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts, or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by the Releasors against the Released Parties which is not released hereby. Each Releasor represents and warrants that it has not purported to transfer, assign, pledge or otherwise convey any of its right, title or interest in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of all Released Matters. Releasors have granted this release freely, and voluntarily and without duress. The Borrower and its Subsidiaries for itself and any successor (including any trustee or debtor in possession in a case under the Bankruptcy Code) hereby knowingly, voluntarily, intentionally and irrevocably waive any right which it may come have upon the commencement of a case under the Bankruptcy Code to exist in object to or otherwise seek to disallow or subordinate any of the future upon Obligations of any theory of law or equity now existing or coming into existence in Loan Party under the futureLoan Documents.

Release and Waiver. (a ) Each A. The Parties agree to the following Release and waiver, which shall take effect upon entry of the Releasers hereby waives Final Order and releases any right to initiate or prosecute or participate Final Judgment. B. In consideration for the benefits described in this Agreement, the initiating or prosecuting of any Releasing Parties fully, finally and all Claims against or with respect to any forever release, relinquish, acquit, and discharge the Released Parties from the Released Claims. C. Upon entry of the Final Order and Final Judgment, each and every Releasing Party shall be permanently barred and enjoined from initiating, asserting, and/or prosecuting any claim covered by the Release against any Released Party in any court or any forum whatsoever. D. Plaintiffs represent and warrant that they are the sole and exclusive owners of all claims that they are personally releasing under this Agreement. Plaintiffs further acknowledge that they have not assigned, pledged, or in any manner whatsoever, sold, transferred, assigned or encumbered any right, title, interest or claim arising out of or in any way whatsoever pertaining to the Releaseesclaims subject to the Release, includingincluding without limitation, the Released Claims and any claim for benefits, proceeds or value under the Action. E. Without in any way limiting its scope, and, except to the extent otherwise specified in this Agreement, this Release covers by example and without limitation, any and all Claims arising out of claims for attorneys’ fees, costs, expert fees, consultant fees, interest, litigation fees, or concerning in any way other fees, costs, and/or disbursements incurred by Class Counsel, or by Plaintiffs or the Merger Agreement, any transactions contemplated therein, and any Party’s securities, whether or not any of such Claims are now existing or hereafter arisingClass Members. (b ) Each of the Releasers hereby releases and forever discharges all Releasees of and from any and all manner of Claims which the Releaser now has or may hereafter have against any Releasee arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (c ) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosure, and that the right to rescind this Release on any such grounds is hereby expressly waived. Each of the Releasers specifically acknowledges F. Class Members acknowledge that they might may hereafter discover facts in addition to or different from those which that they now know or believe to be true with respect to concerning the subject matter of the Claims releasedRelease, but nonetheless Releaser shall be deemed to have nevertheless fully, finally, finally and forever settled settle and released release any and all Claims whether claims covered by the Release, known or unknown, suspected or unsuspected, contingent or non-contingent, which now exist, may hereafter exist, or heretofore have existedexisted that arose, or may come are based on actions, conduct, events, transactions or omissions occurring on or before the entry of the Final Order and Final Judgment, without regard to exist in subsequent discovery or the future upon existence of such different or additional facts concerning any theory of the Released Parties. Plaintiffs expressly understand and acknowledge, and all Class Members will be deemed by the Final Order and Final Judgment to acknowledge, that certain principles of law, including, but not limited to, SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, PROVIDE THAT “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” To the extent that anyone might argue that these principles of law are applicable – notwithstanding that the Parties have chosen Massachusetts law to govern this Agreement – Plaintiffs hereby agree that the provisions of all such principles of law or equity now existing similar federal or coming into existence state laws, rights, rules, or legal principles, to the extent they are found to be applicable, are hereby knowingly and voluntarily waived, relinquished and released by Plaintiffs and all Class Members. G. Nothing in this Release shall preclude any action to enforce the terms of the Agreement, including participation in any of the processes detailed in the futureAgreement. H. Plaintiffs and Defendant hereby agree and acknowledge that the provisions of this Release together constitute an essential and material term of the Agreement and shall be included in any Final Order and Final Judgment entered by the Court.

Release and Waiver. The Borrower and each of its Subsidiaries (a collectively, the "RELEASORS") Each of the Releasers hereby waives and releases any right to initiate or prosecute or participate in the initiating or prosecuting of any and all Claims against or with respect to any of the of the Releaseesreleases, includingremises, without limitation, any and all Claims arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities, whether or not any of such Claims are now existing or hereafter arising. (b ) Each of the Releasers hereby releases acquits and forever discharges Agent, each Lender and each of their respective employees, agents representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, related corporate divisions, participants and assigns (all Releasees of and the foregoing hereinafter called the "RELEASED PARTIES"), from any and all manner actions and causes of Claims which the Releaser now has or may hereafter have against any Releasee arising out action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, setoffs, recoupments, counterclaims, defenses, damages and expenses of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (c ) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosure, and that the right to rescind this Release on any such grounds is hereby expressly waived. Each of the Releasers specifically acknowledges that they might hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of the Claims released, but nonetheless Releaser shall be deemed to have fully, finally, and forever settled and released any and all Claims whether every character, known or unknown, suspected or unsuspected, contingent direct and/or indirect, at law or non-contingentin equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, and in any way directly or indirectly arising out of or in any way connected to this Agreement, the Existing Credit Agreement, the other Loan Documents or any of the Related Documents (all of the foregoing hereinafter called the "RELEASED MATTERS"). Each Releasor acknowledges that the agreements in this Section 8.15 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters and constitute a complete waiver of any right of setoff or recoupment, counterclaim or defense of any nature whatsoever which now exist, heretofore have existedarose prior to the date hereof to payment or performance of the Obligations. Each Releasor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts, or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by the Releasors against the Released Parties which is not released hereby. Each Releasor represents and warrants that it has not purported to transfer, assign, pledge or otherwise convey any of its right, title or interest in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of all Released Matters. Releasors have granted this release freely, and voluntarily and without duress. The Borrower and its Subsidiaries for itself and any successor (including any trustee or debtor in possession in a case under the Bankruptcy Code) hereby knowingly, voluntarily, intentionally and irrevocably waive any right which it may come to exist in the future have upon any theory of law or equity now existing or coming into existence in the future.the

Release and Waiver. (a ) Each of the Releasers hereby waives Donor and releases any right Artist, as material consideration for this Agreement, agree that Port shall not be responsible for or liable to initiate or prosecute or participate in the initiating or prosecuting of them for any and all Claims against or with respect to any of the of the Releaseeslosses, including, without limitationbut not limited to, incidental and consequential damages, relating to any and all Claims injury, accident or death of any person or loss or damage to any property, in or about the location of the Artwork or arising out of or concerning in any way the Merger from this Agreement, from any transactions contemplated thereincause whatsoever. In addition, to the fullest extent allowed by any Laws, Donor and Artist hereby waive all rights against Port and, on behalf of itself and its successors and assigns, waives its right to recover from Port, and any Party’s securitiesforever RELEASES, whether or not any of such Claims are now existing or hereafter arising. (b ) Each of the Releasers hereby releases and forever discharges all Releasees of and WAIVES AND DISCHARGES, Port from any and all manner of Claims which the Releaser now has losses described above, whether direct or indirect, known or unknown, foreseen and unforeseen, that may hereafter have arise on account of or in any way be connected with the Artwork or this Agreement. Donor and Artist also understand that the Artwork shall not be insured by Port for damage or theft and that Pier 27 is a publicly accessible area used both during and after business hours with limited security that is not insured for damage, theft or loss to the Artwork and that Port shall not be responsible for insuring the Artwork or for providing any particular level of security, supervision or lighting of the exhibition area. Donor and Artist hereby waive their right to file any claim against Port and release Port from any Releasee liability for any damage, theft, loss of the Artwork or other losses arising out of or concerning in this Agreement and further waive any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (c ) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser insurance coverage by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosure, and that the right to rescind this Release on any such grounds is hereby expressly waivedPort. Each of Donor and Artist understand and expressly accept and assume the Releasers specifically acknowledges risk that they any facts concerning the claims released in this Agreement might hereafter discover facts in addition be found later to be other than or different from those which they the facts now know or believe believed to be true true, and agree that the releases in this Agreement shall remain effective. Therefore, with respect to the subject matter claims released in this Agreement, each of Donor and Artist waive any rights or benefits provided by Section 1542 of the Claims releasedCivil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Each of Donor and Artist specifically acknowledge and confirm the validity of the release made above and the fact that each of Donor and Artist was represented by counsel who explained the consequences of the release at the time this Agreement was made, or that they had the opportunity to consult with counsel, but nonetheless Releaser declined to do so. The provisions of Section 5 shall be deemed to have fully, finally, and forever settled and released any and all Claims whether known survive the expiration or unknown, suspected or unsuspected, contingent or non-contingent, which now exist, heretofore have existed, or may come to exist in the future upon any theory earlier termination of law or equity now existing or coming into existence in the futurethis Agreement.

Release and Waiver. (a a) Each The Borrower hereby acknowledges and agrees that: (a) it has no claim, right or cause of action of any kind against any Lender or the Agent or any parent, subsidiary or affiliate of any Lender or any of such Lender's or the Agent's officers, directors, employees, attorneys or other representatives or agents (all of which parties other than the Lenders and the Agent being, collectively, the "Lender Agents") in connection with the Loan Agreement and the other Loan Documents, the Loans advanced or the transactions contemplated therein; (b) it has no offset or defense of any kind against any of its respective obligations, indebtedness or contracts in favor of the Releasers hereby waives Lenders or the Agent; and releases (c) it recognizes that each of the Lenders and the Agent has heretofore properly performed and satisfied in a timely manner all of its respective obligations to and contracts with the Borrower. (b) Although each of the Lenders and the Agent regards its respective conduct as proper and does not believe the Borrower to have any right to initiate claim, right, cause of action, offset or prosecute defense against such Lender or participate the Agent or any Lender Agent in connection with the initiating Loan Agreement or prosecuting of any and all Claims against or with respect to any of the of other Loan Documents, the Releasees, including, without limitation, any and all Claims arising out of Loans advanced or concerning in any way the Merger Agreement, any transactions contemplated therein, each Lender and the Agent wishes and the Borrower agrees to eliminate any Party’s securitiespossibility that any past conditions, whether acts, omissions, events, circumstances or not matters could impair or otherwise affect any of such Claims are now existing rights, interests, contracts or hereafter arising. (b ) Each remedies of the Releasers hereby releases Lenders or the Agent. Therefore, the Borrower unconditionally, freely, voluntarily and after consultation with counsel, releases, waives and forever discharges all Releasees of and from (i) any and all manner of Claims which the Releaser now has or may hereafter have against any Releasee arising out of or concerning in any way the Merger Agreementliabilities, any transactions contemplated thereinindebtedness and obligations, and any Party’s securities. (c ) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosure, and that the right to rescind this Release on any such grounds is hereby expressly waived. Each of the Releasers specifically acknowledges that they might hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of the Claims released, but nonetheless Releaser shall be deemed to have fully, finally, and forever settled and released any and all Claims whether known or unknown, suspected of any kind of any Lender or unsuspectedthe Agent or of any Lender Agent to the Borrower except the obligations remaining to be respectively performed by the Lenders or the Agent as expressly stated in the Loan Agreement, contingent this Agreement and the other Loan Documents; (ii) any legal, equitable or non-contingentother obligations or duties, whether known or unknown, of any Lender, the Agent or any Lender Agent to the Borrower (and any rights of the Borrower against any Lender, the Agent, or any Lender Agent) besides those expressly stated in the Loan Agreement, this Agreement and the other Loan Documents; (iii) any and all claims under any oral or implied agreement, obligation or understanding with any Lender, the Agent or any Lender Agent, whether known or unknown, which now existis different from or in addition to the express terms of the Loan Agreement, heretofore this Agreement or any of the other Loan Documents; and (iv) all other claims, rights, causes of action, counterclaims or defenses of any kind whatsoever (if any), whether known or unknown, which the Borrower might otherwise have against any Lender, the Agent or any Lender Agent on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, right, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose or may come occurred at any time prior to exist in the future upon any theory execution and delivery of law this Agreement or equity now existing or coming into existence in which could arise concurrently with the futureeffectiveness of this Agreement.

Release and Waiver. (a ) Each of the Releasers The Contractor hereby waives and releases any right to initiate or prosecute or participate in the initiating or prosecuting of any and all Claims against or with respect to any of the of the Releasees, including, without limitation, any and all Claims arising out of or concerning in any way the Merger Agreement, any transactions contemplated thereinreleases, and any Party’s securitiesshall cause its subcontractors to release, whether or not any of such Claims are now existing or hereafter arising. (b ) Each of the Releasers hereby releases and forever discharges all Releasees of and Owner Parties from any and all manner claims or causes of Claims action whatsoever which the Releaser Contractor and/or its subcontractors might otherwise now has or may hereafter have against any Releasee arising out of possess resulting in or concerning from or in any way connected with any loss covered by insurance, whether required herein or not, or which should have been covered by insurance required herein, including the Merger deductible and/or uninsured portion thereof, maintained and/or required to be maintained by the Contractor and/or its subcontractors pursuant to this Agreement. THE FOREGOING RELEASE AND WAIVER APPLY EVEN IF THE LOSS OR DAMAGE IS CAUSED IN WHOLE OR IN PART BY THE FAULT OR NEGLIGENCE OR STRICT LIABILITY OF THE OWNER PARTIES. New Braunfels Utilities 355 FM 306 New Braunfels, TX 78130 1. The undersigned BIDDER proposes and agrees, if this Bid is accepted, to enter into an agreement with New Braunfels Utilities (“NBU”) in the form included in the Contract Documents to perform and furnish all Work as specified or indicated in the Contract Documents for the Contract Price and within the Contract Time indicated in this Bid and in accordance with the other terms and conditions of the Contract Documents. 2. XXXXXX accepts all the terms and conditions of the Request for Bid, including without limitation those dealing with the disposition of Bid security. This Bid will remain subject to RFB evaluation for ninety (90) days after the day of Bid opening. BIDDER will sign and submit the Agreement with the Bonds and other Documents required by the Bidding Requirements within ten (10) days after the date of NBU’s Notice of Award. 3. In submitting this bid, BIDDER represents, as more fully set forth in the Agreement, any transactions contemplated therein, that: a) XXXXXX has examined copies of all the Bidding Documents and any Party’s securitiesof all addenda. (c b) The release BIDDER has familiarized itself with the nature and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims extent of the Releaser against Contract Documents, Work, Site, locality and all Releasees, arising out of or concerning local conditions and Laws and Regulations that in any way manner may affect cost, progress, performance, or furnishing of the Merger Agreement, any transactions contemplated therein, and any Party’s securitieswork. c) BIDDER has obtained and carefully studied (d or assumes responsibility for obtaining and carefully studying) Each all such examinations, investigations, explorations, tests and studies that pertain to the subsurface of physical conditions at the site or otherwise may affect the cost, progress, performance or furnishing of Work as BIDDER considers necessary for the performance or finishing of the Releasers hereby Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents, including specifically waives any purported right to challenge the validity or seek rescission ofprovisions of Section 4.02 of the Standard General Conditions of the Contract; and no additional examinations, investigations, explorations, tests, reports, or to vitiate, this Release similar information or data are or will be required by BIDDER for such purposes. d) BIDDER has reviewed and checked all information and data shown or indicated on the ground that any information was kept concealed from the Releaser by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosure, and that the right to rescind this Release on any such grounds is hereby expressly waived. Each of the Releasers specifically acknowledges that they might hereafter discover facts in addition to or different from those which they now know or believe to be true Contract Documents with respect to existing Underground Facilities at or contiguous to the subject matter site and assumed responsibility for the accurate location of said Underground Facilities. No additional examinations, investigations, explorations, tests, reports or similar information or data in respect of said Underground Facilities are or will be required by the BIDDER in order to perform and furnish the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Claims releasedContract Documents, but nonetheless Releaser shall be deemed to have fully, finally, and forever settled and released any and all Claims whether known or unknown, suspected or unsuspected, contingent or non-contingent, which now exist, heretofore have existed, or may come to exist in including specifically the future upon any theory provisions of law or equity now existing or coming into existence in the future.Section

Release and Waiver. (a ) Each The scope of the Releasers hereby waives release and releases any right waiver that Class Members are providing Allstate is important, and the full text of that release is attached as an Appendix to initiate or prosecute or participate in this Notice. In summary, if the initiating or prosecuting of any and all Claims against or with respect to any settlement is approved by the Court, the scope of the release and waiver upon the Effective Date of the Releaseessettlement is as follows: 1. All Class Members, including those who do not submit a Claim Form, shall be deemed to have agreed that, except for the obligations imposed by this settlement, Allstate shall be forever released and discharged from all “Released Claims” (including, without limitation, any that Allstate failed to pay Class Members overtime or to provide them with rest breaks and all Claims arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities, whether or not any of such Claims are now existing or hereafter arising. (b ) Each of the Releasers hereby releases and forever discharges all Releasees of and from any and all manner of Claims which the Releaser now has or may hereafter have against any Releasee arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (c ) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission ofmeal periods, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosure, and that the right to rescind this Release on any such grounds is hereby expressly waived. Each of the Releasers specifically acknowledges that they might hereafter discover facts in addition to or different from those which they now know or believe to be true otherwise violated California law with respect to the subject matter payment of wages or the Claims released, but nonetheless Releaser maintenance of records) and that the Class representatives and all Class Members shall be deemed barred and enjoined from suing the Released Parties for any liability in any way related to have fully, finally, and forever settled and released or arising out of any Released Claim. The Released Claims also include any and all Claims whether claims, of every kind and nature, known or unknown, suspected that were or unsuspectedcould have been asserted against Allstate by the Class representatives or Class Members in any type of proceeding, contingent or non-contingent, which now exist, heretofore have existedfor unpaid overtime compensation and/or statutory penalties, or may come to exist any other relief sought in the future upon any theory of law Complaint,or equity now existing or coming into existence in the futureAmended Complaint filed on in this matter for the period November 27, 1996 through the effective date of the settlement. 2. Any Class Member who submits a timely or late Claim Form (late claims are described in paragraph 6 of section VI, below) will also release the Released Parties from the “Released Federal Claims.” For purposes of the settlement, “Released Federal Claims” includes all “Released Claims” plus any claims under federal law, including under the Fair Labor Standards Act, for failure to pay overtime, to maintain records or for any other claim regarding the payment of wages under federal law. Released Federal Claims also means any and all claims, of every kind and nature, known or unknown, that were or could have been asserted against Allstate by the Class representatives or Class Members in any type of proceeding, for unpaid overtime compensation and/or statutory penalties, or any other relief sought in the Complaint, or in the Amended Complaint filed on in this matter for the period November 27, 1996 through the effective date of the settlement.

Release and Waiver. (a ) Each A. The Parties agree to the following Release and waiver, which shall take effect upon entry of the Releasers hereby waives Final Order and releases any right to initiate or prosecute or participate Final Judgment. B. In consideration for the benefits described in this Agreement, the initiating or prosecuting of any Releasing Parties fully, finally and all Claims against or with respect to any forever release, relinquish, acquit, and discharge the Released Parties from the Released Claims. C. Upon entry of the Final Order and Final Judgment, each and every Releasing Party shall be permanently barred and enjoined from initiating, asserting, and/or prosecuting any claim covered by the Release against any Released Party in any court or any forum whatsoever. D. Plaintiffs represent and warrant that they are the sole and exclusive owners of all claims that they are personally releasing under this Agreement. Plaintiffs further acknowledge that they have not assigned, pledged, or in any manner whatsoever, sold, transferred, assigned or encumbered any right, title, interest or claim arising out of or in any way whatsoever pertaining to the Releaseesclaims subject to the Release, includingincluding without limitation, the Released Claims and any claim for benefits, proceeds or value under the Action. E. Without in any way limiting its scope, and, except to the extent otherwise specified in this Agreement, this Release covers by example and without limitation, any and all Claims arising out of claims for attorneys’ fees, costs, expert fees, consultant fees, interest, litigation fees, or concerning in any way other fees, costs, and/or disbursements incurred by Class Counsel, or by Plaintiffs or the Merger Agreement, any transactions contemplated therein, and any Party’s securities, whether or not any of such Claims are now existing or hereafter arisingClass Members. (b ) Each of the Releasers hereby releases and forever discharges all Releasees of and from any and all manner of Claims which the Releaser now has or may hereafter have against any Releasee arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (c ) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosure, and that the right to rescind this Release on any such grounds is hereby expressly waived. Each of the Releasers specifically acknowledges F. Class Members acknowledge that they might may hereafter discover facts in addition to or different from those which that they now know or believe to be true with respect to concerning the subject matter of the Claims releasedRelease, but nonetheless Releaser shall be deemed to have nevertheless fully, finally, finally and forever settled settle and released release any and all Claims whether claims covered by the Release, known or unknown, suspected or unsuspected, contingent or non-contingent, which now exist, may hereafter exist, or heretofore have existedexisted that arose, or may come are based on actions, conduct, events, transactions or omissions occurring on or before the entry of the Final Order and Final Judgment, without regard to exist subsequent discovery or the existence of such different or additional facts concerning any of the Released Parties. G. Nothing in this Release shall preclude any action to enforce the terms of the Agreement, including participation in any of the processes detailed in the future upon Agreement. H. Plaintiffs and Defendant hereby agree and acknowledge that the provisions of this Release together constitute an essential and material term of the Agreement and shall be included in any theory of law or equity now existing or coming into existence in Final Order and Final Judgment entered by the futureCourt.

Release and Waiver. (a ) Each A. The Parties agree to the following Release and waiver, which shall take effect upon entry of the Releasers hereby waives Final Order and releases any right to initiate or prosecute or participate Final Judgment. B. In consideration for the benefits described in this Agreement, the initiating or prosecuting of any Releasing Parties fully, finally and all Claims against or with respect to any forever release, relinquish, acquit, and discharge the Released Parties from the Released Claims. C. Upon entry of the Final Order and Final Judgment, each and every Releasing Party shall be permanently barred and enjoined from initiating, asserting, and/or prosecuting any claim covered by the Release against any Released Party in any court or any forum whatsoever. D. Plaintiff represents and warrants that she is the sole and exclusive owner of all claims that she is personally releasing under this Agreement. Plaintiff further acknowledges that she has not assigned, pledged, or in any manner whatsoever, sold, transferred, assigned or encumbered any right, title, interest or claim arising out of or in any way whatsoever pertaining to the Releaseesclaims subject to the Release, includingincluding without limitation, the Released Claims and any claim for benefits, proceeds or value under the Action. E. Without in any way limiting its scope, and, except to the extent otherwise specified in this Agreement, this Release covers by example and without limitation, any and all Claims arising out of claims for attorneys’ fees, costs, expert fees, consultant fees, interest, litigation fees, or concerning in any way other fees, costs, and/or disbursements incurred by Class Counsel, or by Plaintiff or the Merger Agreement, any transactions contemplated therein, and any Party’s securities, whether or not any of such Claims are now existing or hereafter arisingClass Members. (b ) Each of the Releasers hereby releases and forever discharges all Releasees of and from any and all manner of Claims which the Releaser now has or may hereafter have against any Releasee arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (c ) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosure, and that the right to rescind this Release on any such grounds is hereby expressly waived. Each of the Releasers specifically acknowledges F. Class Members acknowledge that they might may hereafter discover facts in addition to or different from those which that they now know or believe to be true with respect to concerning the subject matter of the Claims releasedRelease, but nonetheless Releaser shall be deemed to have nevertheless, fully, finally, finally and forever settled settle and released release any and all Claims whether claims covered by the Release, known or unknown, suspected or unsuspected, contingent or non-contingent, which now exist, may hereafter exist, or heretofore have existedexisted that arose, or may come are based on actions, conduct, events, transactions or omissions occurring on or before the entry of the Final Order and Final Judgment, without regard to exist in subsequent discovery or the future upon existence of such different or additional facts concerning any theory of the Released Parties. Plaintiff expressly understands and acknowledges, and all Class Members will be deemed by the Final Order and Final Judgment to acknowledge, that certain principles of law, including, but not limited to §1542 of the Civil Code of the State of California which provides that: G. To the extent that anyone might argue that foregoing principles of law are applicable,—notwithstanding that the Parties have chosen Illinois law to govern this Agreement,— Plaintiff hereby agrees that the provisions of all such principles of law or equity now existing similar federal or coming into existence state laws, rights, rules, or legal principles, to the extent they are found to be applicable, are hereby knowingly and voluntarily waived, relinquished and released by Plaintiff and all Class Members. H. Nothing in this Release shall preclude any action to enforce the terms of the Agreement, including participation in any of the processes detailed in the futureAgreement. I. Plaintiff and Defendant hereby agree and acknowledge that the provisions of this Release together constitute an essential and material term of the Agreement and shall be included in any Final Order and Final Judgment entered by the Court.

Release and Waiver. (a ) Each Borrower ratifies and reconfirms the Loan Documents and all of the Releasers its obligations and liabilities thereunder and hereby waives and releases any right to initiate or prosecute or participate in the initiating or prosecuting of any and all Claims against defenses that it may now have or hereafter acquire with respect to the Loan Documents based on or otherwise relating to any of events or circumstances which occurred or existed on or prior to the of the Releasees, including, without limitation, any and all Claims arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities, whether or not any of such Claims are now existing or hereafter arising. (b ) Each of the Releasers date hereof. Borrower hereby releases and forever discharges Agent, each Lender and their respective predecessors, successors, assigns, officers, managers, directors, shareholders, employees, agents, attorneys, representatives, parent cooperations, subsidiaries and affiliates (hereinafter all Releasees of the above collectively referred to as the “Lender Group”), jointly and severally from any and all manner claims, counterclaims, demands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions and causes of Claims which the Releaser now has or may hereafter have against action of any Releasee arising out of or concerning in any way the Merger Agreementnature whatsoever, any transactions contemplated thereinincluding without limitation, all claims, demands, and any Party’s securities. (c ) The release causes of actions for contribution and waiver provided for indemnity, whether arising at law or in this Section 2 (this “Release”) is intended by equity, whether presently possessed or possessed in the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releaseesfuture, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosure, and that the right to rescind this Release on any such grounds is hereby expressly waived. Each of the Releasers specifically acknowledges that they might hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of the Claims released, but nonetheless Releaser shall be deemed to have fully, finally, and forever settled and released any and all Claims whether known or unknown, suspected whether liability be direct or unsuspectedindirect, contingent liquidated or non-unliquidated, whether presently accrued or to accrue hereafter, whether absolute or contingent, forseen or unforseen, and whether or not heretofore asserted, which now existBorrower may have or claim to have against any of Lender Group. Borrower agrees not to xxx any of the Lender Group or in any way assist any other person or entity in suing Lender Group with respect to any claim released herein. This release provision may be pleaded as a full and complete defense to, heretofore have existedand may be used as the basis for an injunction against, any action, suit or other proceeding which may be instituted, prosecuted, or may come attempted in breach of the release contained herein. Borrower represents and warrants that is the sole owner of the claims released by this release provision and Borrower has not conveyed or assigned any interest in such claims to exist any other person or entity. Borrower understands that this release provision was a material consideration in the future upon agreement of Agent and Lenders to enter into this Third Amendment. It is the express intent of Borrower that the foregoing release and discharge be construed as broadly as possible in favor of the Lender Group so as to foreclose forever the assertion by Borrower of any theory claims released hereby against the Lender Group. If any term, provision, covenant or condition of law this release provision is held by a court of competent jurisdiction to be invalid, illegal, or equity now existing or coming into existence unenforceable, the remainder of the provisions of this Third Amendment shall remain in the futurefull force and effect.

Release and Waiver. (a a) Each The Stockholder Group, for the benefit of the Releasers hereby waives and releases any right to initiate or prosecute or participate in the initiating or prosecuting of any and all Claims against or with respect to any of the of the Releasees, including, without limitation, any and all Claims arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities, whether or not any of such Claims are now existing or hereafter arising. (b ) Each of the Releasers hereby releases and forever discharges all Releasees of and from any and all manner of Claims which the Releaser now has or may hereafter have against any Releasee arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (c ) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, Company and each of the Releasers agrees that no remedy shall be available Company’s controlling persons, officers, directors, stockholders, agents, affiliates, employees, attorneys and assigns, past and present, in their capacity as such (the Company and each such person being a “Company Released Person”), hereby forever waives and releases, and covenants not to sxx, any of the Company Released Persons for any such alleged non-disclosure, and that the right to rescind this Release claim or cause of action based on any such grounds is hereby expressly waived. Each of act, omission, or failure to act by the Releasers specifically acknowledges that they might hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of the Claims releasedCompany Released Persons, but nonetheless Releaser shall be deemed to have fully, finally, and forever settled and released any and all Claims whether known or unknown, suspected which occurred prior to the Effective Date; provided, however, this waiver and release and covenant not to sxx shall not include the right to sxx to enforce the terms of this Agreement and does not extend to acts which are criminal. THE STOCKHOLDER GROUP HEREBY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS LEGAL COUNSEL, AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” BEING AWARE OF SAID CODE SECTION, THE STOCKHOLDER GROUP HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER, AS WELL AS ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. (b) The Company, for the benefit of any member of the Stockholder Group and each of such member's controlling persons, officers, directors, stockholders, agents, affiliates, employees, attorneys and assigns, past and present, in their capacity as such (each such person being a “Stockholder Group Released Person”), hereby forever waives and releases and covenants not to sxx, for any claim or unsuspectedcause of action based on any act, contingent omission or non-contingentfailure to act by such Stockholder Group Released Person, whether known or unknown, which now existoccurred prior to the Effective Date; provided, heretofore have existedhowever, or may come that this waiver and release and covenant not to exist in sxx shall not include the future upon any theory right to sxx to enforce the terms of law or equity now existing or coming into existence in this Agreement and does not extend to acts which are criminal. THE COMPANY HEREBY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS LEGAL COUNSEL, AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." BEING AWARE OF SAID CODE SECTION, THE COMPANY HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER, AS WELL AS ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. (c) The releases contained above shall survive the futuretermination of the Agreement.

Release and Waiver. (a a) Each Executive hereby agrees that the Payment will be in full satisfaction of all obligations of the Releasers hereby waives Bank and releases any right the Company to initiate or prosecute or participate in Executive under the initiating or prosecuting of any and all Claims against or with respect to any of the of the Releasees, including, without limitation, any and all Claims arising out of or concerning in any way the Merger Employment Agreement, any transactions contemplated thereinother than the Bank's obligation to continue life insurance and non-taxable medical and health insurance coverage following the date of termination of employment for (a) 36 months if prior to October 27, and any Party’s securities2022 or (b) 12 months, whether or not any of such Claims are now existing or hereafter arisingless equivalent to the term remaining on the Agreement when Non-renewal Notice has been provided, if after October 27, 2022. (b c) Each of Executive waives the Releasers hereby releases rights and forever discharges all Releasees of and from any and all manner of Claims which claims to the Releaser now has or may hereafter have against any Releasee arising out of or concerning in any way the Merger Agreement, any transactions contemplated thereinextent set forth above, and he also agrees not to institute, or have instituted, a lawsuit against the Bank and/or the Company based on any Party’s securitiessuch waived claims or rights. (c d) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated thereinExecutive acknowledges that he/she has been instructed to, and has had the opportunity to review this Acknowledgment and Release with an attorney or any Party’s securitiesrepresentative of his/her choosing before signing it. Executive further acknowledges that he/she has twenty-one (21) days from the date Executive receives this Acknowledgement and Release to consider this Acknowledgment and Release. Executive further acknowledges that he/she was given information about other employees laid off and retained within his/her department (if any), including their ages, and has had an opportunity to consider and review this information along with this Acknowledgment and Release. (d e) Each Executive shall have seven (7) days after signing this Acknowledgment and Release to revoke it. This Acknowledgment and Release shall not be effective nor will any consideration be provided until after the revocation period has passed. A revocation of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Acknowledgment and Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosurewritten and shall not be effective unless actually received by the Bank and the Company on or before the 7th day after this Acknowledgment and Release has been signed. (f) EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT HE MAY NOW HAVE AGAINST THE BANK AND/OR THE COMPANY, and that the right to rescind this Release on any such grounds is hereby expressly waived. Each of the Releasers specifically acknowledges that they might hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of the Claims released, but nonetheless Releaser shall be deemed to have fully, finally, and forever settled and released any and all Claims whether known or unknown, suspected or unsuspected, contingent or non-contingent, which now exist, heretofore have existed, or may come to exist in the future upon any theory of law or equity now existing or coming into existence in the futureTO THE EXTENT PROVIDED ABOVE BUT THAT IT DOES NOT RELEASE ANY CLAIMS THAT MAY ARISE AFTER THE DATE OF THIS AGREEMENT OR NOT OTHERWISE ADDRESSED HEREIN.

Release and Waiver. (a ) Each of The Loan Parties each do hereby release the Releasers hereby waives and releases any right to initiate or prosecute or participate in the initiating or prosecuting of any and all Claims against or with respect to any of the of the Releasees, including, without limitation, any and all Claims arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities, whether or not any of such Claims are now existing or hereafter arising. (b ) Each of the Releasers hereby releases and forever discharges all Releasees of and from any and all manner of Claims which the Releaser now has or may hereafter have against any Releasee arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (c ) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, ABL Administrative Agent and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosureLenders and each of their officers, directors, employees, agents, attorneys, personal representatives, successors, predecessors and assigns from all manner of actions, cause and causes of action, suits, deaths, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands, whatsoever, in law or in equity, and that particularly, without limiting the right generality of the foregoing, in connection with the Amended Credit Agreement and the other Loan Documents and any agreements, documents and instruments relating to rescind this Release the Amended Credit Agreement and the other Loan Documents and the administration of the Amended Credit Agreement and the other Loan Documents, all indebtedness, obligations and liabilities of the Loan Parties to the ABL Administrative Agent or any Lender and any agreements, documents and instruments relating to the Amended Credit Agreement and the other Loan Documents (collectively, the “Claims”), which the Loan Parties now have against the ABL Administrative Agent or any Lender or ever had, or which might be asserted by their heirs, executors, administrators, representatives, agents, successors, or assigns based on any such grounds is hereby Claims which exist on or at any time prior to the date of this Amendment. The Loan Parties expressly waived. Each acknowledge and agree that they have been advised by counsel in connection with this Amendment and that they each understand that this Section 9 constitutes a general release of the Releasers specifically acknowledges ABL Administrative Agent and the Lenders and that they might hereafter discover facts in addition to or different from those which they now know or believe each intend to be true with respect to fully and legally bound by the subject matter same. The Loan Parties further expressly acknowledge and agree that this general release shall have full force and effect notwithstanding the occurrence of a breach of the Claims releasedterms of this Amendment or an Event of Default or Default under the Amended Credit Agreement. [signature pages follow] 3 AmericasActive:14002698.6 EXHIBIT A Changed pages to Credit Agreement [Attached.] EXECUTION VERSION CONFORMED THROUGH SECONDTHIRD AMENDMENT, but nonetheless Releaser shall be deemed to have fullyDATED SEPTEMBER 13OCTOBER 21, finally2019 CREDIT AGREEMENT Dated as of February 28, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC., as a Borrower and THE SUBSIDIARIES OF ROADRUNNER TRANSPORTATION SYSTEMS, INC. SIGNATORY HERETO AS SUBSIDIARY GUARANTORS, each as a Guarantor, and forever settled CERTAIN FINANCIAL INSTITUTIONS, as Lenders, and released any BMO XXXXXX BANK N.A., as Administrative Agent and all Claims whether known Swing Line Lender, and BMO CAPITAL MARKETS CORP., and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Book Runners AmericasActive:14016681.114016681.2 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Other Interpretive Provisions 4648 1.03 Accounting Terms 4748 1.04 Uniform Commercial Code 4849 1.05 Rounding 4849 1.06 Times of Day 4849 1.07 Letter of Credit Amounts 4850 ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS 4850 2.01 Loan Commitments 4850 2.02 Borrowings, Conversions and Continuations of Loans 5052 2.03 Letters of Credit 5253 2.04 Swing Line Loans 5860 2.05 Repayment of Loans 6163 2.06 Prepayments 6163 2.07 Termination or unknownReduction of Commitments 6365 2.08 Interest 6466 2.09 Fees 6466 2.10 Computation of Interest and Fees 6567 2.11 Evidence of Debt 6567 2.12 Payments Generally; the Administrative Agent’s Clawback 6668 2.13 Sharing of Payments by Lenders 6770 2.14 Settlement Among Lenders 6870 2.15 Nature and Extent of Each Borrower’s Liability 6971 2.16 Cash Collateral 7274 2.17 Defaulting Lenders 7375 2.18 Increase in Revolving Credit Commitments 7577 2.19 Designation of Subsidiaries as Unrestricted Subsidiaries 7678 ARTICLE III TAXES, suspected or unsuspected, contingent or non-contingent, which now exist, heretofore have existed, or may come YIELD PROTECTION AND ILLEGALITY 7779 3.01 Taxes 7779 3.02 Illegality 8083 3.03 Inability to exist in the future upon any theory Determine Rates; Discontinuation of law or equity now existing or coming into existence in the future.LIBOR 8183 3.04 Increased Costs; Reserves on LIBOR Loans 8284 3.05 Compensation for Losses 8386 i

Release and Waiver. (a ) Each Although Guarantors regard their conduct as proper and do not believe any Releasor to have any claim, cause of action, offset or defense against Guarantors, any parent, subsidiary or affiliate of the Releasers hereby Guarantors, or any of Guarantors’ past, present or future officers, directors, employees, attorneys or any other representatives or agents (all of which parties besides Guarantors are herein collectively called the “Guarantors’ Agents”), the Guarantors wish (and each Releasor agrees) to eliminate any possibility that any conditions, acts, omissions, events, circumstances or matters which occurred prior to the date of the Letter Agreement could impair or otherwise affect any rights, interests, contracts or remedies of Guarantors or otherwise subject Guarantors or any of Guarantors’ Agents to any liability other than is expressly stated in this Release. Therefore, each Releasor unconditionally releases and waives and releases on account of any right condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose or occurred at any time prior to initiate or prosecute or participate in concurrently with the initiating or prosecuting date of the Letter Agreement (a) any and all Claims against or with respect to any of the of the Releaseesliabilities, including, without limitation, any and all Claims arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities, whether or not any of such Claims are now existing or hereafter arising. (b ) Each of the Releasers hereby releases and forever discharges all Releasees of and from any and all manner of Claims which the Releaser now has or may hereafter have against any Releasee arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (c ) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission ofobligations, or to vitiateindebtedness, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosure, and that the right to rescind this Release on any such grounds is hereby expressly waived. Each of the Releasers specifically acknowledges that they might hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of the Claims released, but nonetheless Releaser shall be deemed to have fully, finally, and forever settled and released any and all Claims whether known or unknown, suspected of any kind of Guarantors or unsuspectedany of the Guarantors’ Agents to Releasor, contingent except the obligations remaining to be performed by Guarantors on or non-contingentafter the date hereof under the Credit Enhancement Documents; (b) any legal, equitable or other obligations or duties, whether known or unknown, of Guarantors or any of Guarantors’ Agents to Releasor; (c) any and all claims under any oral or implied agreement, obligation or understanding with the Guarantors or any of Guarantors’ Agents whether known or unknown, which now existis different from or in addition to the express terms of the Credit Enhancement Documents; and (d) any and all claims, heretofore have existedcauses of action, rights or defenses of any kind whatsoever (if any), whether known, or may come to exist in unknown, which Releasor might otherwise have against the future upon Guarantors or any theory of law or equity now existing or coming into existence in the futureGuarantors’ Agents.

Release and Waiver. 4.1 The Borrower hereby acknowledges and agrees that: (a a) Each it has no claim, right or cause of the Releasers hereby waives and releases any right to initiate or prosecute or participate in the initiating or prosecuting action of any and all Claims kind against the Lender or with respect to any parent, subsidiary or affiliate of any Lender or any of the Lender’s officers, directors, employees, attorneys or other representatives or agents (all of which parties other than the Lender being, collectively, the “Lender Agents”) in connection with this Agreement, the Secured Bridge Note, the Pledge Agreement or any of the Releasees, including, without limitation, other Loan Documents or any and all Claims arising out of or concerning in any way the Merger Agreement, any other transactions contemplated therein, and therein or thereby; (b) it has no offset or defense of any Party’s securities, whether or not kind against any of such Claims are now existing its obligations, indebtedness or hereafter arisingcontracts in favor of the Lender; and (c) it recognizes that the Lender has heretofore properly performed and satisfied in a timely manner all of its respective obligations to and contracts with the Borrower. (b ) Each of 4.2 Effective on the Releasers date hereof, the Borrower hereby releases waives, releases, remises and forever discharges all Releasees of the Lender and each Lender Agent (collectively, the “Releasees”) from any and all manner claims, suits, investigations, proceedings, demands, obligations, liabilities, causes of Claims which the Releaser now has action, damages, losses, costs and expenses, whether based in contract, tort, implied or may hereafter have against express warranty, strict liability, criminal or civil statute or common law of any Releasee arising out of kind or concerning in any way the Merger Agreementcharacter, any transactions contemplated therein, and any Party’s securities. (c ) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosure, and that the right to rescind this Release on any such grounds is hereby expressly waived. Each of the Releasers specifically acknowledges that they might hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of the Claims released, but nonetheless Releaser shall be deemed to have fully, finally, and forever settled and released any and all Claims whether known or unknown, past or present, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, which now exist, heretofore have existedthe Borrower ever had from the beginning of the world, or may come now has against any such Releasee which relates, directly or indirectly to exist the Secured Bridge Note, the Pledge Agreement, or any other Loan Document, or to any acts or omissions of any such Releasee under, in connection with, pursuant to or otherwise in respect of this Agreement, the future upon Secured Bridge Note, the Pledge Agreement or any theory of law the other Loan Documents, or equity now existing otherwise in respect of any of its obligations, indebtedness or coming into existence contracts in favour of the futureLender, except for the duties and obligations set forth in this Agreement, the Secured Bridge Note, the Pledge Agreement or any of the other Loan Documents. The Borrower hereby represents that it has received the advice of legal counsel with regard to the releases contained herein.

Release and Waiver. (a a) Each The Stockholder Group, for the benefit of the Releasers hereby waives and releases any right to initiate or prosecute or participate in the initiating or prosecuting of any and all Claims against or with respect to any of the of the Releasees, including, without limitation, any and all Claims arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities, whether or not any of such Claims are now existing or hereafter arising. (b ) Each of the Releasers hereby releases and forever discharges all Releasees of and from any and all manner of Claims which the Releaser now has or may hereafter have against any Releasee arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (c ) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, Company and each of the Releasers agrees that no remedy shall be available Company's controlling persons, officers, directors, stockholders, agents, affiliates, employees, attorneys and assigns, past and present, in their capacity as such (the Company and each such person being a "COMPANY RELEASED PERSON"), hereby forever waives and releases, and covenants not to sue, any of the Company Released Persons for any such alleged non-disclosure, and that the right to rescind this Release claim or cause xx action based on any such grounds is hereby expressly waived. Each of act, omission, or failure to act by the Releasers specifically acknowledges that they might hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of the Claims releasedCompany Released Persons, but nonetheless Releaser shall be deemed to have fully, finally, and forever settled and released any and all Claims whether known or unknown, suspected which occurred prior to the Effective Date; provided, however, this waiver and release and covenant not to sue shall not include the right to sue to enforce the terms of xxxs Agreement and does not extexx to acts which are criminal. THE STOCKHOLDER GROUP HEREBY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS LEGAL COUNSEL, AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." BEING AWARE OF SAID CODE SECTION, THE STOCKHOLDER GROUP HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER, AS WELL AS ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. (b) The Company, for the benefit of any member of the Stockholder Group and each of such member's controlling persons, officers, directors, stockholders, agents, affiliates, employees, attorneys and assigns, past and present, in their capacity as such (each such person being a "STOCKHOLDER GROUP RELEASED PERSON"), hereby forever waives and releases and covenants not to sue, for any claim or unsuspectedcause of action based on any act, contingent omission xx failure to act by such Stockholder Group Released Person, whether known or non-contingentunknown, which now existoccurred prior to the Effective Date; provided, heretofore have existedhowever, or may come that this waiver and release and covenant not to exist in sue shall not include the future upon any theory right to sue to enforce the terms of law or equity now existing or coming into existence in txxx Agreement and does not extend to xxts which are criminal. THE COMPANY HEREBY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS LEGAL COUNSEL, AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." BEING AWARE OF SAID CODE SECTION, THE COMPANY HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER, AS WELL AS ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. (c) The releases contained above shall survive the futuretermination of the Agreement.

Release and Waiver. (a ) Each of the Releasers hereby waives and releases any right to initiate or prosecute or participate in the initiating or prosecuting of any and all Claims against or with respect to any of the of the Releasees, including, without limitation, any and all Claims arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities, whether or not any of such Claims are now existing or hereafter arising. (b ) Each of the Releasers hereby releases and forever discharges all Releasees of and from any and all manner of Claims which the Releaser now has or may hereafter have against any Releasee arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (c ) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosure, and that the right to rescind this Release on any such grounds is hereby expressly waived. Each of the Releasers specifically acknowledges that they might hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of the Claims released, but nonetheless Releaser shall be deemed to have fully, finally, and forever settled and released any and all Claims whether known or unknown, suspected or unsuspected, contingent or non-contingent, which now exist, heretofore have existed, or may come to exist in the future upon any theory of law or equity now existing or coming into existence in the future. (e ) Notwithstanding anything to the contrary in this Agreement, the Company shall not release any claim for payment under Section 3 of this Agreement and Parent and Merger Sub shall not release any claim for breach of the representations and warranties set forth in Section 4 of this Agreement.

Release and Waiver. (a ) Each A. The Parties agree to the following Release and waiver, which shall take effect upon entry of the Releasers hereby waives Final Order and releases any right to initiate or prosecute or participate Final Judgment. B. In consideration for the benefits described in this Agreement, the initiating or prosecuting of any Releasing Parties fully, finally and all Claims against or with respect to any forever release, relinquish, acquit, and discharge the Released Parties from the Released Claims. C. Upon entry of the Final Order and Final Judgment, each and every Releasing Party shall be permanently barred and enjoined from initiating, asserting, and/or prosecuting any claim covered by the Release against any Released Party in any court or any forum whatsoever. D. Plaintiffs represent and warrant that they are the sole and exclusive owners of all claims that they are personally releasing under this Agreement. Plaintiffs further acknowledge that they have not assigned, pledged, or in any manner whatsoever, sold, transferred, assigned or encumbered any right, title, interest or claim arising out of or in any way whatsoever pertaining to the Releaseesclaims subject to the Release, includingincluding without limitation, the Released Claims and any claim for benefits, proceeds or value under the Action. E. Without in any way limiting its scope, and, except to the extent otherwise specified in this Agreement, this Release covers by example and without limitation, any and all Claims arising out of or concerning in any way the Merger Agreementclaims for attorneys’ fees, any transactions contemplated thereincosts, and any Party’s securitiesexpert fees, whether or not any of such Claims are now existing or hereafter arising. (b ) Each of the Releasers hereby releases and forever discharges all Releasees of and from any and all manner of Claims which the Releaser now has or may hereafter have against any Releasee arising out of or concerning in any way the Merger Agreementconsultant fees, any transactions contemplated thereininterest, and any Party’s securities. (c ) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission oflitigation fees, or to vitiateany other fees, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosure, and that the right to rescind this Release on any such grounds is hereby expressly waived. Each of the Releasers specifically acknowledges costs, F. Class Members acknowledge that they might may hereafter discover facts in addition to or different from those which that they now know or believe to be true with respect to concerning the subject matter of the Claims releasedRelease, but nonetheless Releaser shall be deemed to have nevertheless fully, finally, finally and forever settled settle and released release any and all Claims whether claims covered by the Release, known or unknown, suspected or unsuspected, contingent or non-contingent, which now exist, may hereafter exist, or heretofore have existedexisted that arose, or may come are based on actions, conduct, events, transactions or omissions occurring on or before the entry of the Final Order and Final Judgment, without regard to exist subsequent discovery or the existence of such different or additional facts concerning any of the Released Parties. G. Nothing in this Release shall preclude any action to enforce the terms of the Agreement, including participation in any of the processes detailed in the future upon Agreement. H. Plaintiffs and Defendant hereby agree and acknowledge that the provisions of this Release together constitute an essential and material term of the Agreement and shall be included in any theory of law or equity now existing or coming into existence in Final Order and Final Judgment entered by the futureCourt.

Release and Waiver. (a a) Each The Borrower hereby acknowledges and agrees that: (i) it has no claim or cause of action against any Bank or the Agent or the Managing Agent or any parent, subsidiary or affiliate of any Bank or the Agent or the Managing Agent, or any of such Bank's, the Agent's or the Managing Agent's officers, directors, employees, attorneys or other representatives or agents (all of which parties other than the Banks, the Agent and the Managing Agent being, collectively, the "LENDER AGENTS") in connection with the Term Agreement, the Loans thereunder or the transactions contemplated therein; (ii) it has no offset or defense against any of its respective obligations, indebtedness or contracts in favor of the Releasers hereby waives Banks, the Agent or the Managing Agent; and releases any right to initiate or prosecute or participate in the initiating or prosecuting of any and all Claims against or with respect to any (iii) it recognizes that each of the Banks, the Agent and the Managing Agent has heretofore properly performed and satisfied in a timely manner all of its respective obligations to and contracts with the Borrower. (b) Although each of the ReleaseesBanks, includingthe Agent and the Managing Agent regards its respective conduct as proper and does not believe the Borrower to have any claim, without limitationcause of action, offset or defense against such Bank, the Agent or the Managing Agent or any and all Claims arising out of or concerning Lender Agent in any way connection with the Merger Term Agreement, any the Loans thereunder or the transactions contemplated therein, each Bank, the Agent and the Managing Agent wishes and Borrower agrees to eliminate any Party’s securitiespossibility that any past conditions, whether acts, omissions, events, circumstances or not matters could impair or otherwise affect any of such Claims are now existing rights, interests, contracts or hereafter arising. (b ) Each remedies of the Releasers hereby Banks, the Agent or the Managing Agent. Therefore, the Borrower unconditionally releases and forever discharges all Releasees of and from waives (i) any and all manner of Claims which the Releaser now has or may hereafter have against any Releasee arising out of or concerning in any way the Merger Agreementliabilities, any transactions contemplated thereinindebtedness and obligations, and any Party’s securities. (c ) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosure, and that the right to rescind this Release on any such grounds is hereby expressly waived. Each of the Releasers specifically acknowledges that they might hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of the Claims released, but nonetheless Releaser shall be deemed to have fully, finally, and forever settled and released any and all Claims whether known or unknown, suspected of any kind of any Bank, the Agent or unsuspectedthe Managing Agent or of any of Lender Agents to the Borrower, contingent except the obligations remaining to be respectively performed by the Banks, the Agent or non-contingentthe Managing Agent as expressly stated in the Term Agreement, this Amendment and the other Loan Documents; (ii) any legal, equitable or other obligations or duties, whether known or unknown, of any Bank, the Agent, the Managing Agent or any Lender Agent to the Borrower (and any rights of the Borrower against any Bank, the Agent, the Managing Agent or any Lender Agent) besides those expressly stated in the Term Agreement, this Amendment and the other Loan Documents; (iii) any and all claims under any oral or implied agreement, obligation or understanding with any Bank, the Agent, the Managing Agent or any Lender Agent, whether known or unknown, which now existis different from or in addition to the express terms of the Term Agreement, heretofore this Amendment or any of the other Loan Documents; and (iv) all other claims, causes of action or defenses of any kind whatsoever (if any), whether known or unknown, which the Borrower might otherwise have against any Bank, the Agent, the Managing Agent and/or any Lender Agent on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose or may come occurred at any time prior to exist in the future upon any theory execution and delivery of law this Amendment or equity now existing or coming into existence in which could arise concurrently with the futureeffectiveness of this Amendment. (c) THE BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CAUSES OF ACTION, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED BY THIS AMENDMENT IN FAVOR OF THE BANKS, THE AGENT, THE MANAGING AGENT AND THE LENDER AGENTS. TO THE EXTENT ANY LAW MAY BE APPLICABLE, THE BORROWER WAIVES AND RELEASES (TO THE MAXIMUM EXTENT PERMITTED BY LAW) ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER THE LAWS OF THE STATE OF NEW YORK OR ANY OTHER APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF ITS WAIVERS OR RELEASES UNDER THIS AMENDMENT.

Release and Waiver. Subject to Section 4 and the terms and conditions set forth in that certain Management Services Agreement dated June 16, 2014 by and among HEPI and the Company (a ) Each as the same has been amended or as the same may be amended, modified or replaced, the “Services Agreement”), each of the Releasers parties to this Agreement does hereby irrevocably waive and release all of such party’s rights under the Company Agreement and unconditionally and irrevocably waives and releases any right to initiate claims that it has or prosecute or participate may have in the initiating future against the Company, the other party hereto, or prosecuting any of any and all Claims against or with respect their respective Affiliates relating to any period on or prior to the Effective Date and such party releases, on its own behalf and on behalf of its successors and assigns, the of Company, the Releaseesother party hereto, including, without limitation, any and all Claims arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities, whether or not any of such Claims are now existing or hereafter arising. (b ) Each of the Releasers hereby releases and forever discharges all Releasees of and their respective Affiliates, from any and all manner claims and causes of Claims which action (whether at law or in equity) with respect thereto; provided that neither the Releaser now has Assignors nor their Affiliates are released from any claims arising as a result of fraud or may hereafter have against any Releasee arising out prior material misrepresentation made with respect to the allocation of funds or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (c ) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally incurrence of all released Claims costs of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosure, and that the right to rescind this Release on any such grounds is hereby expressly waivedCompany. Each of the Releasers specifically acknowledges that they might hereafter discover facts in addition parties to this Agreement hereby waives, releases and agrees not to assert such claim or different from those right regardless of the theory upon which they now know any claim may be based, whether contract, equity, tort, warranty, strict liability or believe to be true with respect any other theory of liability, except to the subject matter extent such claim may be asserted in accordance with the Services Agreement. EACH OF THE ASSIGNORS AND ASSIGNEE HEREBY WAIVES ALL RIGHTS AFFORDED BY ANY STATUTE WHICH LIMITS THE EFFECT OF THE FOREGOING RELEASE WITH RESPECT TO UNKNOWN CLAIMS. ASSIGNORS UNDERSTAND THE SIGNIFICANCE OF THE FOREGOING RELEASE OF UNKNOWN CLAIMS AND WAIVER OF STATUTORY PROTECTION AGAINST A RELEASE OF UNKNOWN CLAIMS. EACH OF THE ASSIGNORS AND ASSIGNEE HEREBY ACKNOWLEDGES AND AGREES THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS ASSIGNMENT. For the purposes of this Agreement, an “Affiliate” of a person means any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the Claims releasedpower to direct or cause the direction of the management and policies of a Person, but nonetheless Releaser shall be deemed to have fullywhether through the ownership of voting securities, finally, and forever settled and released any and all Claims whether known by contract or unknown, suspected or unsuspected, contingent or non-contingent, which now exist, heretofore have existed, or may come to exist in the future upon any theory of law or equity now existing or coming into existence in the futureotherwise.

Release and Waiver. (a ) Each A. In consideration of the Releasers hereby waives and releases any right to initiate or prosecute or participate in the initiating or prosecuting of any and all Claims against or with respect to any agreements of the Parties as set forth in this Agreement, effective as of the Releasees, including, without limitation, any Termination and all Claims arising out of or concerning in any way the Merger Agreement, any transactions contemplated thereinWaiver Date, and any Party’s securitiesexcept as provided in Section 6.D., whether or not any of such Claims are now existing or hereafter arising. (b ) Each of the Releasers COVB hereby fully, wholly, absolutely and unconditionally releases and forever waives, releases, relinquishes, gives up and discharges all Releasees of OUC and its commissioners, officers and employees, (collectively “OUC Releasees”) from any and all actions, manner of Claims which the Releaser now has actions, omissions, allegations, claims, demands, damages, debts, liabilities, accounts, obligations, costs, expenses, liens or causes of action of any kind or nature whatever, in law or in equity, whether based on tort, contract or any other theory of recovery, that COVB may hereafter have against any Releasee arising the OUC Releasees, as of the Termination and Waiver Date, known or unknown, that arise out of or concerning are in any way connected with the Merger OUC-COVB PPA. B. In consideration of the agreements of the Parties as set forth in this Agreement, any transactions contemplated thereineffective as of the Termination and Waiver Date, and any Party’s securities. except as provided in Section 6.D., OUC hereby fully, wholly, absolutely and unconditionally releases and forever waives, releases, relinquishes, gives up and discharges COVB and its elected officials, officers and employees, (c ) The release and waiver provided for in this Section 2 (this collectively “ReleaseCOVB Releasees”) is intended by from any and all actions, manner of actions, omissions, allegations, claims, demands, damages, debts, liabilities, accounts, obligations, costs, expenses, liens or causes of action of any kind or nature whatever, in law or in equity, whether based on tort, contract or any other theory of recovery, that OUC may have against the Releaser to be COVB Releasees, as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all ReleaseesTermination and Waiver Date, arising known or unknown, that arise out of or concerning are in any way connected with the Merger OUC-COVB PPA. C. The Parties acknowledge that, after executing this Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosure, and that the right to rescind this Release on any such grounds is hereby expressly waived. Each of the Releasers specifically acknowledges that they might hereafter may discover facts claims in addition to or different from those which they now know have or believe to be true exist with respect to the subject matter claims released under the OUC-COVB PPA, but that it is their intention hereby to fully settle and release, effective as of the Claims releasedTermination and Waiver Date, but nonetheless Releaser shall be deemed to have fully, finally, all of their claims and forever settled and released any and all Claims whether disputes known or unknown, suspected or unsuspected, contingent or non-contingent, which now exist, heretofore may exist, may have existed, existed or may come to exist in the future upon exist against the OUC Releasees or COVB Releasees, as the case may be, arising out of or in any theory way connected with the OUC-COVB PPA. In furtherance of law this intention, the release herein given shall be and will remain in effect as a full and complete release with respect to the claims released under this Agreement, notwithstanding the discovery or equity now existing existence of any such additional or coming into existence in the futuredifferent claim or fact.

Release and Waiver. (a a) Each of the Releasers hereby waives and releases any right to initiate or prosecute or participate in the initiating or prosecuting of any and all Claims against or with respect to any of the of the Releasees, including, without limitation, any and all Claims arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities, whether or not any of such Claims are now existing or hereafter arising. (b b) Each of the Releasers hereby releases and forever discharges all Releasees of and from any and all manner of Claims which the Releaser now has or may hereafter have against any Releasee arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (c c) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d d) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosure, and that the right to rescind this Release on any such grounds is hereby expressly waived. Each of the Releasers specifically acknowledges that they might hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of the Claims released, but nonetheless Releaser shall be deemed to have fully, finally, and forever settled and released any and all Claims whether known or unknown, suspected or unsuspected, contingent or non-contingent, which now exist, heretofore have existed, or may come to exist in the future upon any theory of law or equity now existing or coming into existence in the future.

Release and Waiver. (a a) Each Borrower hereby acknowledges and agrees that: (1) it has no claim or cause of the Releasers hereby waives and releases action against Bank or any right to initiate parent, subsidiary or prosecute affiliate of Bank, or participate in the initiating or prosecuting of any and all Claims against or with respect to any of Bank's officers, directors, employees, attorneys or other representatives or agents (all of which parties other than Bank being, collectively, "Bank's Agents") in connection with the Existing Loan Documents, the loans thereunder or the transactions contemplated therein and herein; (2) it has no offset or defense against any of its respective obligations, indebtedness or contracts in favor of Bank; and (3) it recognizes that Bank has heretofore properly performed and satisfied in a timely manner all of its obligations to and contracts with Borrower. (b) Although Bank regards its conduct as proper and does not believe Borrower to have any claim, cause of action, offset or defense against Bank or any of Bank's Agents in connection with the ReleaseesExisting Loan Documents, including, without limitation, any and all Claims arising out of the loans thereunder or concerning in any way the Merger Agreement, any transactions contemplated therein, Bank wishes and Borrower agrees to eliminate any Party’s securitiespossibility that any past conditions, whether acts, omissions, events, circumstances or not matters could impair or otherwise affect any rights, interests, contracts or remedies of such Claims are now existing or hereafter arising. (b ) Each of the Releasers hereby Bank. Therefore, Borrower unconditionally releases and forever discharges all Releasees of and from waives (1) any and all manner of Claims which the Releaser now has or may hereafter have against any Releasee arising out of or concerning in any way the Merger Agreementliabilities, any transactions contemplated thereinindebtedness and obligations, and any Party’s securities. (c ) The release and waiver provided for in this Section 2 (this “Release”) is intended by the Releaser to be as broad as the law allows and is intended specifically to be a compromise and release generally of all released Claims of the Releaser against all Releasees, arising out of or concerning in any way the Merger Agreement, any transactions contemplated therein, and any Party’s securities. (d ) Each of the Releasers hereby specifically waives any purported right to challenge the validity or seek rescission of, or to vitiate, this Release on the ground that any information was kept concealed from the Releaser by any of the Releasees, and each of the Releasers agrees that no remedy shall be available for any such alleged non-disclosure, and that the right to rescind this Release on any such grounds is hereby expressly waived. Each of the Releasers specifically acknowledges that they might hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of the Claims released, but nonetheless Releaser shall be deemed to have fully, finally, and forever settled and released any and all Claims whether known or unknown, suspected of any kind to Bank or unsuspectedof any of Bank's Agents to Borrower, contingent except the obligations remaining to be performed by Bank as expressly stated in the Existing Loan Agreement, this First Amendment and the other Existing Loan Documents executed by Bank; (2) any legal, equitable or non-contingentother obligations or duties, whether known or unknown, of Bank or of any of Bank's Agents to Borrower (and any rights of Borrower against Bank) besides those expressly stated in the Existing Loan Agreement, this First Amendment and the other Existing Loan Documents; (3) any and all claims under any oral or implied agreement, obligation or understanding with Bank or any of Bank's Agents, whether known or unknown, which now existis different from or in addition to the express terms of the Existing Loan Agreement, heretofore this First Amendment or any of the other Existing Loan Documents; and (4) all other claims, causes of action or defenses of any kind whatsoever (if any), whether known or unknown, which Borrower might otherwise have against Bank or any of Bank's Agents, on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose or may come occurred at any time prior to exist in the future upon any theory execution and delivery of law this First Amendment or equity now existing or coming into existence in which could arise concurrently with the futureeffectiveness of this First Amendment. (c) Borrower agrees that it understands the meaning and effect of Section 1542 of the California Civil Code, which provides: