Common use of RELEASE BY XXXXXXXX Clause in Contracts

RELEASE BY XXXXXXXX. XxXxxxxx, on behalf of himself and each member of his Immediate Family, and their respective heirs, legatees, successors and assigns (all of the foregoing, individually, a "Releasor", and, collectively, the "Releasors"), hereby irrevocably and forever releases and discharges Parent, the Company and Merger Sub, and each of their respective individual, joint or mutual, past, present and future stockholders, Affiliates, controlling persons, directors, officers, managers, employees, consultants, contractors, agents, financial, banking and legal advisors and other representatives, and the respective successors and assigns of each of them, (all of the foregoing, individually, a "Releasee" and, collectively, the "Releasees") from any and all claims, demands, actions, orders, obligations, contracts, debts, and Liabilities whatsoever, whether absolute or contingent, matured or unmatured, disputed or undisputed, secured or unsecured, conditional or unconditional, accrued or unaccrued, liquidated or unliquidated, vested or unvested, joint or several, due or to become due, executory, determined, determinable or otherwise, both at law and in equity, (collectively, "Claims") which XxXxxxxx or any other Releasor now has or has ever had against the respective Releasees arising contemporaneously with or prior to the date hereof or on account of or arising out of any matter, cause or event occurring, whether in XxXxxxxx'x or any other Releasor's capacity as a direct or indirect stockholder of the Company, as a beneficial owner or record holder of any Equity Interests of the Company, as an officer, employee, director, consultant or adviser to the Company or in any other capacity or due to any relationship with the Company or any of its Subsidiaries, contemporaneously with or prior to the date hereof, including (A) any dissenter's, appraisal or similar rights under applicable Law, (B) any rights to bring any lawsuit or claim action against any Person in the name or on behalf of Parent, the Company or Merger Sub, (C) any right pursuant to any Contract or any Releasee's Organizational Documents, (D) any claim pursuant to the Securities Act, Exchange Act, the SEC Rules or other securities or "blue sky" Laws, (E) any rights to indemnification or reimbursement from any Releasee, whether pursuant to their respective Organizational Documents or pursuant to any Contracts, applicable Law or otherwise, and whether or not relating to claims pending on, or asserted after, the date hereof, and (F) any claims arising out of his employment with the Company or the termination of such employment, including claims for severance, termination, separation, "golden parachute" or similar payments; provided, however, that nothing contained herein shall operate to release any of the following Claims: (i) any contractual Liabilities of Parent or Merger Sub under the Merger Agreement or any Related Agreement; (ii) any statutory Liabilities of Parent under the Securities Act, Exchange Act or the SEC Rules in connection with that certain Securities Exchange Agreement, made and entered into as of the date hereof (the "Securities Exchange Agreement"), by and between Parent and XxXxxxxx; (iii) any claims for indemnification from the Company by XxXxxxxx in his capacity as an officer or director of the Company, but only to the extent such claims are not based on Improper Conduct; and (iv) any claims that may not be released as a matter of public policy or other applicable Law. Without limiting the generality of the foregoing, XXXXXXXX ALSO SPECIFICALLY AGREES AND ACKNOWLEDGES HE IS WAIVING ANY RIGHT TO RECOVERY BASED ON STATE OR FEDERAL SEX, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING UNDER TITLE VII, THE AMERICANS WITH DISABILITIES ACT AND THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY EMPLOYEE OR BY A GOVERNMENTAL AGENCY; provided that this release does not release claims that cannot be released as a matter of law.

RELEASE BY XXXXXXXX. XxXxxxxxXxxxxxxx, on behalf of himself and each member of his Immediate Familyitself, and their respective heirsall persons and entities claiming by, legateesthrough, or under it, hereby unconditionally releases, remises, acquits, waives and forever discharges Lender, and all of Lender’s past and present officers, employees, directors, shareholders, attorneys, agents, accountants, auditors, representatives, parent corporation, subsidiaries, affiliates, trustees, administrators, predecessors, successors and assigns (all of the foregoing, individually, a "Releasor", and, collectively, the "Releasors"“Lender Group”), hereby irrevocably and forever releases and discharges Parentof, the Company and Merger Subfrom, and each of their respective individual, joint or mutual, past, present and future stockholders, Affiliates, controlling persons, directors, officers, managers, employees, consultants, contractors, agents, financial, banking and legal advisors and other representatives, and the respective successors and assigns of each of them, (all of the foregoing, individually, a "Releasee" and, collectively, the "Releasees") from with respect to any and all manner of action and actions, cause and causes of actions, suits, disputes, debts, dues, damages, penalties, fees, losses, costs, expenses, attorneys fees, accounts, bonds, covenants, contracts, agreements, promises, warranties, guarantees, representations, liens, mechanic’s liens, judgments, awards, claims, demandscross claims, actions, orderscounterclaims, obligations, contractsdefenses, debtsdemands and any claims for avoidance or other remedies whatsoever available to Borrower, and Liabilities whatsoeveror its successors or assigns, whether absolute now known or contingentunknown, matured suspected or unmaturedunsuspected, disputed past or undisputedpresent, secured asserted or unsecuredunasserted, conditional contingent or unconditionalliquidated, accrued whether or unaccruednot well founded in fact or law, liquidated whether in contract, in tort or unliquidatedotherwise or resulting from any assignment, vested or unvestedif any, joint or several, due or to become due, executory, determined, determinable or otherwise, both at law and or in equityequity (collectively referred to as “Claims”), which Borrower ever had or now has, claims to have had, now claims to have or hereafter can, shall or may claim to have against the Lender Group (collectively, "Claims") which XxXxxxxx or any other Releasor now has part thereof), for or has ever had against by reason of any cause, matter, or thing whatsoever arising from the respective Releasees arising contemporaneously with or prior to beginning of time through the date hereof or on account of hereof, including, without limitation, any and all claims based upon, relating to or arising out of any matterand all transactions, cause agreements, relationships or event occurring, whether in XxXxxxxx'x or any other Releasor's capacity as a direct or indirect stockholder of the Company, as a beneficial owner or record holder of any Equity Interests of the Company, as an officer, employee, director, consultant or adviser to the Company or in any other capacity or due to any relationship with the Company or any of its Subsidiaries, contemporaneously dealings with or loans made to Borrower prior to the date hereof. Borrower warrants and represents that it has not assigned, including (A) any dissenter'spledged, appraisal or similar rights under applicable Law, (B) any rights to bring any lawsuit or claim action against any Person in the name or on behalf of Parent, the Company or Merger Sub, (C) any right pursuant to any Contract hypothecated and/or otherwise divested itself and/or encumbered all or any Releasee's Organizational Documents, (D) part of the claims being released hereby and that Xxxxxxxx hereby agrees to jointly and severally indemnify and hold harmless any claim pursuant to and all of the Securities Act, Exchange Act, the SEC Rules or other securities or "blue sky" Laws, (E) any rights to indemnification or reimbursement from any Releasee, whether pursuant to their respective Organizational Documents or pursuant to any Contracts, applicable Law or otherwise, and whether or not relating to claims pending on, or asserted after, the date hereof, and (F) any claims arising out of his employment with the Company or the termination of such employment, including claims for severance, termination, separation, "golden parachute" or similar payments; provided, however, that nothing contained herein shall operate to release Lender Group against whom any of the following Claims: (i) claims so assigned, pledged, hypothecated, divested and/or encumbered is asserted. This provision shall survive any contractual Liabilities termination of Parent this Agreement. Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it may have as against the Lender Group under any law, rule or Merger Sub under regulation of any jurisdiction that would or could have the Merger Agreement or any Related Agreement; (ii) any statutory Liabilities effect of Parent under limiting the Securities Act, Exchange Act extent to which a general release extends to claims which Borrower or the SEC Rules in connection with that certain Securities Exchange Agreement, made and entered into Lender Group does not know or suspect to exist as of the date hereof hereof. Borrower hereby acknowledges that the waiver set forth in the prior sentence was separately bargained for and that such waiver is an essential term and condition of this Agreement (the "Securities Exchange Agreement"and without which this Agreement would not have been agreed to by Lender), by and between Parent and XxXxxxxx; (iii) any claims for indemnification from the Company by XxXxxxxx in his capacity as an officer or director of the Company, but only to the extent such claims are not based on Improper Conduct; and (iv) any claims that may not be released as a matter of public policy or other applicable Law. Without limiting the generality of the foregoing, XXXXXXXX ALSO SPECIFICALLY AGREES AND ACKNOWLEDGES HE IS WAIVING ANY RIGHT TO RECOVERY BASED ON STATE OR FEDERAL SEX, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING UNDER TITLE VII, THE AMERICANS WITH DISABILITIES ACT AND THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY EMPLOYEE OR BY A GOVERNMENTAL AGENCY; provided that this release does not release claims that cannot be released as a matter of law.

RELEASE BY XXXXXXXX. XxXxxxxxMagellan hereby remises, on behalf of himself releases and forever discharges CEI and COPI and each member of his Immediate Familytheir affiliates and subsidiaries, and their respective heirscurrent or former officers and directors, legateesand their respective shareholders, affiliates, agents, successors and assigns (all of the foregoing, individually, a "Releasor", and, collectively, the "ReleasorsCEI AND COPI RELEASEES"), hereby irrevocably and forever releases and discharges Parent, the Company and Merger Sub, and each of their respective individual, joint or mutual, past, present and future stockholders, Affiliates, controlling persons, directors, officers, managers, employees, consultants, contractors, agents, financial, banking and legal advisors and other representatives, and the respective successors and assigns of each of them, (all of the foregoing, individually, a "Releasee" and, collectively, the "Releasees") from any and all claims, demands, actions, orders, obligations, contracts, debts, and Liabilities Claims of any nature whatsoever, whether absolute known or contingentunknown, matured or unmatured, disputed or undisputed, secured or unsecured, conditional or unconditional, accrued or unaccrued, liquidated or unliquidated, vested or unvested, joint or several, due or to become due, executory, determined, determinable or otherwise, both whether at law and or in equity, (collectivelyi) arising out of or related to the transactions consummated pursuant to the Original Transaction Agreements, "Claims"whether presently existing or hereafter arising, (ii) which XxXxxxxx arising out of the operation of the business of CBHS and all decisions with respect thereto, whether presently existing or hereafter arising, or (iii) arising from any other Releasor now matter, event or transaction which has or has ever had against the respective Releasees arising contemporaneously with or occurred prior to the date hereof or on account of or arising out of any matterthis Release including, cause or event occurringbut not limited to, the pending arbitration between COPI and Magellan, whether in XxXxxxxx'x presently existing or any other Releasor's capacity as a direct or indirect stockholder of the Company, as a beneficial owner or record holder of any Equity Interests of the Company, as an officer, employee, director, consultant or adviser to the Company or in any other capacity or due to any relationship with the Company or any of its Subsidiaries, contemporaneously with or prior to the date hereof, including (A) any dissenter's, appraisal or similar rights under applicable Law, (B) any rights to bring any lawsuit or claim action against any Person in the name or on behalf of Parent, the Company or Merger Sub, (C) any right pursuant to any Contract or any Releasee's Organizational Documents, (D) any claim pursuant to the Securities Act, Exchange Act, the SEC Rules or other securities or "blue sky" Laws, (E) any rights to indemnification or reimbursement from any Releasee, whether pursuant to their respective Organizational Documents or pursuant to any Contracts, applicable Law or otherwise, and whether or not relating to claims pending on, or asserted after, the date hereof, and (F) any claims arising out of his employment with the Company or the termination of such employment, including claims for severance, termination, separation, "golden parachute" or similar paymentshereafter arising; provided, however, that nothing contained herein shall operate (w) the provisions of this Paragraph 3 will not apply to release any Claims arising out of the Letter Agreement, this Release, or any of the following Claims: (i) any contractual Liabilities of Parent transactions contemplated thereby or Merger Sub under the Merger Agreement or any Related Agreementhereby; (iix) the provisions of this Paragraph 3 will not apply to any statutory Liabilities Claims arising out of Parent under the Securities Actindemnification obligations of CEI set forth in Section 11.1(a) of the Purchase Agreement, Exchange Act as such obligations are limited by the remainder of the said Section 11.1(a) of the Purchase Agreement, (y) nothing in this Paragraph 3 shall preclude any of the Magellan Releasees from bringing a claim for contribution against CEI or the SEC Rules COPI in connection with that certain Securities Exchange Agreementany claims, made and entered into as demands, actions or suits brought against any of the date hereof (the "Securities Exchange Agreement")Magellan Releasees by a non-affiliated third party, by and between Parent and XxXxxxxx; (iii) whether private or governmental, or any claims for indemnification from the Company by XxXxxxxx in his capacity as an officer debts, damages, costs or director liabilities to which any of the CompanyMagellan Releasees becomes subject as a result of any such claim, demand, action or suit, including but only not limited to the extent such claims are not based on Improper Conduct; third party claims, demands, actions or suits that may be settled prior to litigation and any amounts paid in connection therewith, and (ivz) nothing in this Paragraph 3 shall be deemed to constitute a release or discharge of any claims Claims arising out of any action, decision, matter, event or transaction made or occurring after the date of this Release. Magellan hereby represents that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person or entity, any claim or any portion thereof or interest therein it may not be released as a matter of public policy have against any CEI or other applicable Law. Without limiting the generality of the foregoing, XXXXXXXX ALSO SPECIFICALLY AGREES AND ACKNOWLEDGES HE IS WAIVING ANY RIGHT TO RECOVERY BASED ON STATE OR FEDERAL SEX, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING UNDER TITLE VII, THE AMERICANS WITH DISABILITIES ACT AND THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY EMPLOYEE OR BY A GOVERNMENTAL AGENCY; provided that this release does not release claims that cannot be released as a matter of lawCOPI Releasee.

RELEASE BY XXXXXXXX. XxXxxxxxIn exchange for the consideration set ------------------- forth in this Agreement and intending to be legally bound, on behalf of himself and each member of his Immediate FamilyXxxxxxxx, and all other persons or entities claiming with, by, or through him, hereby releases and forever discharges the Employers, their respective heirspredecessors, legateessuccessors, successors affiliates, subsidiaries, parents, partners and assigns (all of the foregoing, individually, a "Releasor", and, collectively, the "Releasors"), hereby irrevocably and forever releases and discharges Parent, the Company and Merger Sub, and each of their respective individual, joint or mutual, past, present and future stockholders, Affiliates, controlling persons, past directors, officers, managers, employees, consultants, contractors, agents, financial, banking employees and legal advisors and other representativesattorneys, and the respective successors all other persons or entities who could be said to be jointly or severally liable with them (individually and assigns of each of them, (all of the foregoing, individually, a "Releasee" and, collectively, collectively the "Releasees") from any and all liabilities, claims, demands, actions, orders, obligations, contracts, debts, and Liabilities whatsoever, whether absolute causes of action or contingent, matured suits presently asserted or unmatured, disputed or undisputed, secured or unsecured, conditional or unconditionalnot asserted, accrued or unaccrued, liquidated known or unliquidatedunknown, vested that Xxxxxxxx had, now has, or unvestedmay have or could claim to have against them, joint or several, due or to become due, executory, determined, determinable or otherwise, both at law and in equity, (collectively, "Claims") which XxXxxxxx or any other Releasor now has or has ever had against from the respective Releasees arising contemporaneously with or prior beginning of time to the date hereof of execution of this Agreement, including, but not limited to, all claims and rights: (i) in any way arising from or on account based upon Xxxxxxxx'x employment with the Employers, such as and including any indemnification of or arising out of any matter, cause or event occurring, whether in XxXxxxxx'x or any other Releasor's capacity Xxxxxxxx regarding his actions as a direct director or indirect stockholder officer of the CompanyEmployers, as a beneficial owner or record holder of any Equity Interests of which indemnification is no longer required to be provided by the Company, as an officer, employee, director, consultant or adviser Employers to Xxxxxxxx except to the Company extent that such release of indemnification coverage by Xxxxxxxx is not permitted by applicable law; or (ii) which relate in any way to the termination of Xxxxxxxx'x employment and other capacity or due to any relationship duties with the Company or any of its Subsidiaries, contemporaneously with or prior to the date hereof, including (A) any dissenter's, appraisal or similar rights under applicable Law, (B) any rights to bring any lawsuit or claim action against any Person in the name or on behalf of Parent, the Company or Merger Sub, (C) any right pursuant to any Contract or any Releasee's Organizational Documents, (D) any claim pursuant to the Securities Act, Exchange Act, the SEC Rules or other securities or "blue sky" Laws, (E) any rights to indemnification or reimbursement from any ReleaseeEmployers, whether pursuant to their respective Organizational Documents any oral or pursuant to any Contracts, applicable Law or otherwisewritten agreements that precede this Agreement. For the same exchange of consideration referenced immediately above, and whether intending to be legally bound, Xxxxxxxx, and all other persons or entities claiming with, by, or through him, also releases the Releasees from any and all liabilities, claims, actions, causes of action or suits presently asserted or not relating to claims pending onasserted, accrued or unaccrued, known or unknown, that Xxxxxxxx had, now has, or asserted aftermay have or could claim to have against them, from the beginning of time to the date hereof, and (F) any claims arising out of his employment with the Company or the termination execution of such employment, including claims for severance, termination, separation, "golden parachute" or similar payments; provided, however, that nothing contained herein shall operate to release any of the following Claims: (i) any contractual Liabilities of Parent or Merger Sub under the Merger Agreement or any Related Agreement; (ii) any statutory Liabilities of Parent under the Securities Act, Exchange Act or the SEC Rules in connection with that certain Securities Exchange this Agreement, made including, but not limited to, all claims and entered into as of the date hereof (the "Securities Exchange Agreement"), by and between Parent and XxXxxxxx; (iii) rights in any way arising from or based upon any claims for indemnification from wrongful discharge, libel, slander, breach of contract, impairment of economic opportunity, intentional infliction of emotional distress or any other tort, or claims under federal, state, or local constitutions, statutes, regulations, ordinances, or common law, including without limitation claims under the Company by XxXxxxxx Federal Age Discrimination in his capacity as an officer Employment Act, the Federal Older Workers Benefit Protection Act, Title VII of Civil Rights Act of 1964, the Americans with Disabilities Act, the Pennsylvania Human Relations Act, Employee Retirement Income Security Act of 1974, the Civil Rights Acts of 1866, 1871, 1964, and 1991, the Rehabilitation Act of 1973, the Equal Pay Act of 1963, the American with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Sarbanes Oxley Act of 2002, and any other statute or director of the Company, but only to the extent such claims are not based on Improper Conduct; and (iv) any claims that may not be released as a matter of public policy or other applicable Law. Without limiting the generality of the foregoing, XXXXXXXX ALSO SPECIFICALLY AGREES AND ACKNOWLEDGES HE IS WAIVING ANY RIGHT TO RECOVERY BASED ON STATE OR FEDERAL SEX, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING UNDER TITLE VII, THE AMERICANS WITH DISABILITIES ACT AND THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY EMPLOYEE OR BY A GOVERNMENTAL AGENCY; provided that this release does not release claims that cannot be released as a matter of law.

RELEASE BY XXXXXXXX. XxXxxxxxIn exchange for the consideration set forth in this Agreement and intending to be legally bound, on behalf of himself and each member of his Immediate FamilyXxxxxxxx, and all other persons or entities claiming with, by, or through him, hereby releases and forever discharges the Corporation, the Bank, their respective heirspredecessors, legateessuccessors, successors affiliates, subsidiaries, parents, partners and assigns (all of the foregoing, individually, a "Releasor", and, collectively, the "Releasors"), hereby irrevocably and forever releases and discharges Parent, the Company and Merger Sub, and each of their respective individual, joint or mutual, past, present and future stockholders, Affiliates, controlling personspast shareholders, directors, officers, managers, employees, consultants, contractors, agents, financial, banking employees and legal advisors and other representativesattorneys, and all other persons or entities who could be said to be jointly or severally liable with them (individually and collectively “the respective successors and assigns of each of them, (all of the foregoing, individually, a "Releasee" and, collectively, the "Releasees"”) from any and all liabilities, claims, demands, actions, orders, obligations, contracts, debts, and Liabilities whatsoever, whether absolute causes of action or contingent, matured suits presently asserted or unmatured, disputed or undisputed, secured or unsecured, conditional or unconditionalnot asserted, accrued or unaccrued, liquidated known or unliquidatedunknown, vested that Xxxxxxxx had, now has, or unvestedmay have or could claim to have against them, joint or several, due or to become due, executory, determined, determinable or otherwise, both at law and in equity, (collectively, "Claims") which XxXxxxxx or any other Releasor now has or has ever had against from the respective Releasees arising contemporaneously with or prior beginning of time to the date hereof of execution of this Agreement, including, but not limited to all claims and rights: (i) in any way arising from or on account based upon Xxxxxxxx’x employment with the Corporation and the Bank such as and including any Corporation or Bank indemnification of or arising out of any matter, cause or event occurring, whether in XxXxxxxx'x or any other Releasor's capacity Xxxxxxxx regarding his actions as a direct director or indirect stockholder officer of the CompanyCorporation and Bank, as a beneficial owner or record holder of any Equity Interests of the Company, as an officer, employee, director, consultant or adviser which indemnification is no longer required to be provided by Corporation and Bank to Xxxxxxxx except to the Company extent that such release of indemnification coverage by Xxxxxxxx is not permitted by applicable law, or (ii) which relate in any way to the termination of Xxxxxxxx’x employment and other capacity or due to any relationship duties with the Company or any of its Subsidiaries, contemporaneously with or prior to Corporation and the date hereof, including (A) any dissenter's, appraisal or similar rights under applicable Law, (B) any rights to bring any lawsuit or claim action against any Person in the name or on behalf of Parent, the Company or Merger Sub, (C) any right pursuant to any Contract or any Releasee's Organizational Documents, (D) any claim pursuant to the Securities Act, Exchange Act, the SEC Rules or other securities or "blue sky" Laws, (E) any rights to indemnification or reimbursement from any ReleaseeBank, whether pursuant to their respective Organizational Documents any oral or pursuant to any Contracts, applicable Law or otherwisewritten agreements that precede this Agreement. For the same exchange of consideration referenced immediately above, and whether intending to be legally bound, Xxxxxxxx, and all other persons or entities claiming with, by, or through him, also releases Releasees from any and all liabilities, claims, actions, causes of action or suits presently asserted or not relating to claims pending onasserted, accrued or unaccrued, known or unknown, that Xxxxxxxx had, now has, or asserted aftermay have or could claim to have against them, from the beginning of time to the date hereof, and (F) any claims arising out of his employment with the Company or the termination execution of such employment, including claims for severance, termination, separation, "golden parachute" or similar payments; provided, however, that nothing contained herein shall operate to release any of the following Claims: (i) any contractual Liabilities of Parent or Merger Sub under the Merger Agreement or any Related Agreement; (ii) any statutory Liabilities of Parent under the Securities Act, Exchange Act or the SEC Rules in connection with that certain Securities Exchange this Agreement, made including, but not limited to all claims and entered into as of the date hereof (the "Securities Exchange Agreement"), by and between Parent and XxXxxxxx; (iii) rights in any way arising from or based upon any claims for indemnification from wrongful discharge, libel, slander, breach of contract, impairment of economic opportunity, intentional infliction of emotional distress or any other tort, or claims under federal, state, or local constitutions, statutes, regulations, ordinances, or common law, including without limitation claims under the Company by XxXxxxxx Federal Age Discrimination in his capacity as an officer Employment Act, the Federal Older Workers Benefit Protection Act, Title VII of Civil Rights Act of 1964, the Americans with Disabilities Act, the Pennsylvania Human Relations Act, the Sarbanes Oxley Act of 2002, Employee Retirement Income Security Act of 1974, the Civil Rights Acts of 1866, 1871, 1964, and 1991, the Rehabilitation Act of 1973, the Equal Pay Act of 1963, the American with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Xxxxxxxx-Xxxxx Act of 2002, and any other statute or director of the Company, but only to the extent such claims are not based on Improper Conduct; and (iv) any claims that may not be released as a matter of public policy or other applicable Law. Without limiting the generality of the foregoing, XXXXXXXX ALSO SPECIFICALLY AGREES AND ACKNOWLEDGES HE IS WAIVING ANY RIGHT TO RECOVERY BASED ON STATE OR FEDERAL SEX, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING UNDER TITLE VII, THE AMERICANS WITH DISABILITIES ACT AND THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY EMPLOYEE OR BY A GOVERNMENTAL AGENCY; provided that this release does not release claims that cannot be released as a matter of law.

RELEASE BY XXXXXXXX. XxXxxxxx, on behalf of himself and each member on behalf of his Immediate Familyassigns, attorneys, heirs, and their respective heirsbeneficiaries, legatees, successors and assigns all other persons or entities claiming by or through XxXxxxxx (all of the foregoing, individually, a "Releasor", and, collectively, the "Releasors"“XxXxxxxx Releasing Parties,” including without limitation,XxXxxxxx), hereby irrevocably release, acquit, hold harmless and forever releases and discharges Parent, the Company and Merger Sub, and discharge each of their respective individualRRGC and Stratford, joint or mutual, past, as well as each of RRGC’s and Stratford’s present and future stockholdersformer partners, Affiliatesagents, controlling personsrepresentatives, officers, directors, officersemployees, principals, stockholders, owners, investors, managers, employeesmembers, consultantssubsidiaries, contractorssuccessors, agentsassigns, financial, banking and legal advisors and other representativesattorneys, and the respective successors and assigns of each of them, beneficiaries (all of the foregoing, individually, a "Releasee" and, collectively, the "Releasees") “RRGC/Stratford Released Parties,” including without limitation, RRGC and Stratford), from any and all claimspast, present, or future claims and causes of action, whether at law or in equity, demands, actionsrights, ordersliabilities, obligations, contracts, debts, and Liabilities whatsoeveror damages, whether absolute now known or contingentunknown, matured suspected or unmaturedunsuspected, disputed or undisputed, secured or unsecured, conditional or unconditional, accrued or unaccrued, liquidated or unliquidated, vested or unvested, joint or several, due or to become due, executory, determined, determinable or otherwise, both at law and in equity, (collectively, "Claims") which XxXxxxxx or any other Releasor now has or has ever had against from the respective Releasees arising contemporaneously with or prior to the date hereof or on account beginning of or arising out of any matter, cause or event occurring, whether in XxXxxxxx'x or any other Releasor's capacity as a direct or indirect stockholder of the Company, as a beneficial owner or record holder of any Equity Interests of the Company, as an officer, employee, director, consultant or adviser to the Company or in any other capacity or due to any relationship with the Company or any of its Subsidiaries, contemporaneously with or prior to time until the date hereof, including arising out of or relating in any way to RRGC’s or Stratford’s ownership interest in TLLP or Teletouch including, but not limited to, any of RRGC’s or Stratford’s actions and omissions as members of TLLP or stockholders of Teletouch, and any RRGC/Stratford Released Parties’ actions and omissions in connection with the Loan Agreement, the Lenders, or the Agent, or in any way relating to any past actions or omissions of the RRGC/Stratford Released Parties (A) any dissenter'scollectively, appraisal the “Released Claims Against RRGC/Stratford Parties”). Notwithstanding the foregoing, nothing herein shall be construed to mean or similar rights under applicable Lawhave the effect of releasing, resolving, or settling (Ba) any rights to bring any lawsuit or claim action against any Person in obligations arising under the name or on behalf Heads of Parent, the Company or Merger Sub, (C) any right pursuant to any Contract or any Releasee's Organizational Documents, (D) any claim pursuant to the Securities Act, Exchange Act, the SEC Rules or other securities or "blue sky" Laws, (E) any rights to indemnification or reimbursement from any Releasee, whether pursuant to their respective Organizational Documents or pursuant to any Contracts, applicable Law or otherwise, and whether or not relating to claims pending on, or asserted after, the date hereof, and (F) any claims arising out of his employment with the Company Terms or the termination of such employment, including claims for severance, termination, separation, "golden parachute" or similar payments; provided, however, that nothing contained herein shall operate to release any of the following Claims: (i) any contractual Liabilities of Parent or Merger Sub under the Merger Agreement or any Related Agreement; (ii) any statutory Liabilities of Parent under the Securities Act, Exchange Act or the SEC Rules other transaction documents entered into in connection with that certain Securities Exchange Agreement, made and entered into or as a result of the date hereof Heads of Terms; or (the "Securities Exchange Agreement"), by and between Parent and XxXxxxxx; (iiib) any claims for indemnification from the Company by XxXxxxxx in his capacity as an officer or director of the Company, but only to the extent such claims are not based on Improper Conduct; and (iv) any claims that may not be released as a matter arise from actions or omissions occurring after the date of public policy or other applicable Law. Without limiting the generality of the foregoing, XXXXXXXX ALSO SPECIFICALLY AGREES AND ACKNOWLEDGES HE IS WAIVING ANY RIGHT TO RECOVERY BASED ON STATE OR FEDERAL SEX, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING UNDER TITLE VII, THE AMERICANS WITH DISABILITIES ACT AND THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY EMPLOYEE OR BY A GOVERNMENTAL AGENCY; provided that this release does not release claims that cannot be released as a matter of lawAgreement.