Common use of Release; Covenant Not to Sue Clause in Contracts

Release; Covenant Not to Sue. Each Loan Party hereby absolutely and unconditionally releases and forever discharges Administrative Agent, FILO Agent and each Lender, and any and all partners, members, managers, agents, participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing (each a “Released Party”), from any and all claims, obligations, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising under or related to the Loan Documents from the beginning of time to and including the date of this Amendment, whether such claims, obligations, demands and causes of action are matured or unmatured or known or unknown; provided, however, that the foregoing release and covenant not to sue set forth below shall not apply to any obligations of the Released Party under this Amendment or the Credit Agreement or any claims arising after the date of this Amendment with respect to acts, occurrences or events after the date of this Amendment. It is the intention of each Loan Party in providing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specified, and in furtherance of this intention it waives and relinquishes all rights and benefits under Section 1542 of the Civil Code of the State of California, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Loan Party acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and agree that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by such Loan Party pursuant to the above release. If any Loan Party or any of its successors, assigns or other legal representations violates the foregoing covenant, Loan Parties, for themselves and their successors, assigns and legal representatives, agree to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred by such Released Party as a result of such violation.

Release; Covenant Not to Sue. (a) Each Loan Party party hereto hereby absolutely and unconditionally releases and forever discharges Administrative Agent, FILO Agent and each Lender, and any and all partners, members, managers, agents, participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing (each a “Released Party”), from any and all claims, obligations, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which any Loan Party party hereto has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising under or related to the Loan Documents from the beginning of time to and including the date of this Amendment arising from or in any way connected to this Amendment, the other Loan Documents, and/or the transactions contemplated hereunder or thereunder, whether such claims, obligations, demands and causes of action are matured or unmatured or known or unknown; provided, however, that the foregoing release and covenant not to sue set forth below shall not apply to any obligations of the Released Party under this Amendment or the Credit Agreement or any claims arising after the date of this Amendment with respect to acts, occurrences or events after the date of this Amendment. It is the intention of each Loan Party in providing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specified, and in furtherance of this intention it waives and relinquishes all rights and benefits under Section 1542 of the Civil Code of the State of California, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” (b) Each Loan Party party hereto acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and agree that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Loan Party party hereto understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. . (c) Each Loan PartyParty party hereto, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by such each Loan Party party hereto pursuant to the above release. If any Loan Party party hereto or any of its their successors, assigns or other legal representations violates the foregoing covenant, each Loan PartiesParty party hereto, for themselves itself and their its successors, assigns and legal representatives, agree agrees to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred by such Released Party as a result of such violation.

Release; Covenant Not to Sue. Each Loan Party (a) If the Closing occurs, the Companies hereby absolutely permanently release the Purchaser and unconditionally releases and forever discharges Administrative Agentits officers, FILO Agent and each Lender, and any and all partnersemployees, members, managers, shareholders, directors, agents, participantsrepresentatives, parent corporationsassigns and affiliates (collectively, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing (each a “Released Party”), "PURCHASER RELEASED PARTIES") from any and all claimsClaims (as defined herein), obligations, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising under or related to the Loan Documents from the beginning of time to and including the date of this Amendment, whether such claims, obligations, demands rights and causes of action are matured the Companies may have, may have had or unmatured may, at any time, claim to have had against any Purchaser Released Party, arising out of or known in connection with any transactions between the Companies and any or unknownall of the Purchaser Released Parties occurring prior to the Closing Date, or arising with respect to any fact, circumstance, act or omission occurring prior to the Closing Date; provided, however, that the foregoing such release and covenant not to sue set forth below shall not apply to any obligations breach by any Purchaser Released Party of its representations, warranties and agreements set forth in this Agreement and the other Purchase Agreements to which it is a party. (b) If the Closing occurs, the Companies covenant not to sue xx otherwise institute, cause to be instituted or in any way participate in, any legal or administrative proceeding against any of the Purchaser Released Party under this Amendment or the Credit Agreement or any claims arising after the date of this Amendment Parties with respect to actsany claims (as defined by Secxxxx 000 xx xxx Xxxxxx Xxxxxx Xxnkruptcy Code, occurrences as amended), debts, demands, actions, causes of action, suits, accounts, damages and liabilities of every name and nature, both at law and in equity, whether known or events after unknown (collectively, the date of this Amendment. It is the intention of each Loan Party in providing this release "CLAIMS"), that the same shall be effective as a bar Companies now have, ever had or may, at any time, claim to each and every claim, demand and cause of action specified, and in furtherance of this intention it waives and relinquishes all rights and benefits under Section 1542 have had against any of the Civil Code Purchaser Released Parties arising out of or in connection with any transactions between the Companies and any or all of the State of CaliforniaPurchaser Released Parties occurring prior to the Closing Date, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Loan Party acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true arising with respect to any fact, circumstance, act or omission occurring prior to the Closing Date; provided, however, that such claimscovenant not to sue xxall not apply to a suit or action based solely upon any breach by the Purchaser of its representations, demandswarranties and agreements set forth in this Agreement and the other Purchase Agreements to which it is a party. The Companies represent and warrant that neither Netzee nor CMB has voluntarily or involuntarily assigned or suffered any transfer of any of such Claims to any other person or entity, and the Companies agree to indemnify and hold harmless each Purchaser Released Party from and against any loss, damage, liability, cost and expense (including, but not limited to, attorneys' fees incurred in connection therewith or in connection with enforcing this indemnity) asserted against, imposed on or incurred by any of the Purchaser Released Parties by reason of any such Claims which were effectively or purportedly assigned or transferred by the Companies and arise out of or in connection with any transactions between the Companies and any or all of the Purchaser Released Parties occurring prior to the Closing Date, or arise with respect to any fact, circumstance, act or omission occurring prior to the Closing Date. (c) If the Closing occurs, then the Purchaser hereby permanently releases the Companies and their officers, employees, shareholders, directors, agents, representatives, assigns and affiliates (collectively, the "COMPANY RELEASED PARTIES") from any and all Claims, rights and causes of action and agree that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Loan Party understands, acknowledges and agrees that the Purchaser may have, may have had or may, at any time, claim to have had against the Company Released Parties, arising out of or in connection with any transactions between the Purchaser and any or all of the Company Released Parties occurring prior to the Closing Date, or arising with respect to any fact, circumstance, act or omission occurring prior to the Closing Date; provided, however, that such release shall not apply to any breach by any Company Released Party of its representations, warranties and agreements set forth above may in this Agreement and the other Purchase Agreements to which it is a party. (d) If the Closing occurs, the Purchaser covenants not to sue xx otherwise institute, cause to be pleaded as a full and complete defense and may be used as a basis for an injunction instituted or in any way participate in, any legal or administrative proceeding against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan PartyCompany Released Parties with respect to any Claims that the Purchaser now has, on behalf of itself and its successorsever had or may, assignsat any time, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by such Loan Party pursuant to the above release. If any Loan Party or have had against any of its successors, assigns the Company Released Parties arising out of or other legal representations violates in connection with any transactions between the foregoing covenant, Loan Parties, for themselves Purchaser and their successors, assigns and legal representatives, agree to pay, in addition to such other damages as any Released Party may sustain as a result or all of such violation, all reasonable attorneys’ fees and costs incurred by such Released Party as a result of such violation.the Company Released

Release; Covenant Not to Sue. Each Loan Party hereby absolutely and unconditionally releases and forever discharges Administrative AgentIn exchange for the Separation Benefits, FILO Agent and each Lenderyou (on behalf of yourself, your heirs, your executors, and your assigns and all persons who might have claims deriving from your own) unconditionally, and to the maximum extent permitted by law, waive and release any and all partnerslawsuits, members, managers, agents, participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing (each a “Released Party”), from any and all claimsdebts, obligations, demands demands, judgments, damages, or causes of action that may lawfully be released by private agreement (referred to in this Release as “claims”) you have or might have against the Company and any of its predecessors, parents, subsidiaries, divisions, affiliates, and related entities, including Teladoc Health, Inc. or any kindof their past and present owners, nature officers, directors, shareholders, members, managing members, agents, attorneys, employees, and successors (with regard to individuals, the definition includes in their individual capacity and corporate capacity other than with regard to owners, shareholders, agents and attorneys whom shall only be released from claims in their capacities as such), firms, or descriptionentities (“Released Parties”). These claims include, but are not limited to, all claims, whether known or unknown, arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising under or related to the Loan Documents from the beginning of time up to and including the date of you sign this AmendmentRelease, whether such claimsunder contract, obligationstort, demands statute, equity, or common law, including any and causes of action all foreign, federal, state, and/or local constitutional, statutory, regulatory, or common law. Released claims include, but are matured or unmatured or known or unknown; providednot limited to (i) claims covered by the Americans with Disabilities Act, howeverthe Age Discrimination in Employment Act (“ADEA”), that the foregoing release and covenant not to sue set forth below shall not apply to any obligations Title VII of the Released Party under this Amendment or Civil Rights Act, the Credit Agreement or any claims arising after Family and Medical Leave Act (“FMLA”), the date of this Amendment Employee Income Retirement and Security Act (“ERISA”) (with respect to actsunvested benefits), occurrences the Equal Pay Act, the Xxxxxxxx-Xxxxx Act of 2002, the Worker Adjustment and Retraining Notification Act, the National Labor Relations Act, the Genetic Information Nondiscrimination Act of 2008, the New York State and City Human Rights Laws, the New York Executive Law, the New York Labor Laws, the New York State Correction Law, the New York State Civil Rights Law, the New York Workers’ Compensation Law, the New York City Administrative Code and the New York State Worker Adjustment and Retraining Notification Act, all as amended and including all of their respective implementing regulations; (ii) any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation and/or severance; (iii) any and all claims arising under tort, contract and/or quasi-contract law, including but not limited to claims of breach of an expressed or events after the date of this Amendment. It is the intention of each Loan Party in providing this release that the same shall be effective as a bar to each and every claimimplied contract, demand and cause of action specifiedtortious interference with contract or prospective business advantage, and in furtherance of this intention it waives and relinquishes all rights and benefits under Section 1542 breach of the Civil Code covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or intentional infliction of emotional distress; and (iv) any and all claims for monetary or equitable relief, including but not limited to attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or expenses, costs and disbursements. Damages released and waived include back pay, future pay, lost benefits, any and all wages, compensatory damages, emotional distress, physical injury damages, pain and suffering, liquidated damages, punitive damages, exemplary damages, attorney’s fees, costs, civil fines, penalties and interest. This is a general release. You expressly acknowledge that this general release includes, but is not limited to, any and all claims arising out of or related to your employment with and separation from the Company, whether or not they are known to you at the time you sign this Release. By signing this Release, you expressly acknowledge and represent that (a) you have suffered no injuries or occupational diseases arising out of or in connection with your employment by the Company; (b) you have received all wages to which you were entitled as an employee of the State Company; (c) you received all leave to which you were entitled under the FMLA; and (d) you are not aware of Californiaany facts or circumstances constituting a violation of the FMLA, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Loan Party acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demandsthe Fair Labor Standards Act, or causes of action and any applicable state leave or wage payment law. You expressly agree that this instrument shall be and remain effective Release forever precludes you from bringing, instituting, maintaining, further pursuing, or participating in all respects notwithstanding any such differences lawsuit against the Released Parties for any causes or additional factsclaims released herein, except as stated below. Each Loan Party understands, acknowledges and agrees You further agree that the release set forth above this Release may be pleaded as a full and complete defense and may be used as a basis for an injunction against to any action, suit suit, arbitration or other proceeding covered by the terms hereof which is or may be institutedinitiated, prosecuted or attempted maintained by you, your descendants, dependents, heirs, executors, administrators or permitted assigns. You specifically waive any right to become, and promise not to become, a member of any class in breach which a claim against the Released Parties is made involving any events leading up to the date you sign this Release, except where such waiver is prohibited by law. You represent that you have not filed or otherwise initiated any lawsuit, charge, claim, or demand against any of the provisions of such releaseReleased Parties. Each Loan PartyYou further agree that should you or any person, on behalf of itself and its successorsorganization, assignsor other entity bring or file, and other or cause or permit to be brought or filed, any civil action, suit, or administrative or legal representativesproceeding involving any matter occurring at any time prior to the date you sign this Release, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it you will not sue (at accept any personal, equitable, or monetary relief in such civil action, suit, or administrative or legal proceeding, except where such waiver is prohibited by law, in equity, in . You agree that the Separation Benefits fully satisfy any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by such Loan Party pursuant individual relief to the above release. If any Loan Party or any of its successors, assigns or other legal representations violates the foregoing covenant, Loan Parties, for themselves and their successors, assigns and legal representatives, agree to pay, in addition to such other damages as any Released Party may sustain which you are entitled as a result of your employment with and separation from the Company. This Release expressly releases claims under the False Claims Act to the fullest extent permitted by law. To the extent that a court of competent jurisdiction were to conclude that pre-filing releases of claims under the False Claims Act are not enforceable absent government knowledge of the alleged claims, the parties agree that you will be permitted to participate in any legal proceedings under the False Claims Act. But, you specifically waive any rights you may have to receive any monetary award from such violation, all reasonable attorneys’ fees and costs incurred by such Released Party as a result of such violationproceedings.

Release; Covenant Not to Sue. Each Loan Party (a) In consideration of the guarantee of employment through the end of the Employment Period and the other consideration set forth herein, to which Employee would otherwise not be entitled, Employee (for himself, his heirs and his personal representatives) hereby absolutely and unconditionally releases and forever discharges Administrative Agentthe Company, FILO Agent SLC Technologies, Inc., their respective principals, owners, affiliates, parents, subsidiaries, successors and each Lenderpredecessors, and all of their respective principals, owners, shareholders, affiliates, parents, subsidiaries, successors, predecessors, partners, employees, agents, officers and directors (collectively "Released Parties") for any and all partners, members, managers, agents, participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing (each a “Released Party”), from any and all claims, obligations, demands or claims and/or causes of action of any kindaction, nature known or descriptionunknown, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising under or related to the Loan Documents from the beginning of time to and including through the date hereof, which Employee may have or could claim to have against the Released Parties, except for such claims arising solely from Employee's status as a (b) Employee acknowledges that under this Agreement the Company may restrict or eliminate completely his duties pursuant to Sections 3 and 6(c) hereof and that the Company is under no obligation to extend his employment after the third anniversary of this Amendmentthe Effective Time. In consideration of the guarantee of employment through the end of the Employment Period and the other consideration set forth herein, whether such claimsto which Employee would otherwise not be entitled, obligationsEmployee (for himself, demands his heirs and his personal representatives) further agrees not to make any claim, suit or demand against the Company, SLC Technologies, Inc., their respective principals, owners, affiliates, parents, subsidiaries, successors and predecessors, and all of their respective principals, owners, shareholders, affiliates, parents, subsidiaries, successors, predecessors, partners, employees, agents, officers and directors (collectively "Released Parties") for any and all claims and/or causes of action are matured or unmatured or action, known or unknown; provided, however, that which Employee may have or could claim to have against the foregoing release and covenant not to sue Released Parties arising from the specific rights set forth below shall not apply to any obligations in the first sentence of the Released Party this Section 20(b) under this Amendment Agreement. This covenant includes all claims arising under federal, state or the Credit Agreement local laws prohibiting employment discrimination based upon age, race, sex, handicap, disability, national origin or any other protected characteristic, including, but not limited to, any and all claims arising after under the date of this Amendment with respect to actscommon law, occurrences or events after the date of this Amendment. It is the intention of each Loan Party Age Discrimination in providing this release that the same shall be effective as a bar to each and every claimEmployment Act, demand and cause of action specified, and in furtherance of this intention it waives and relinquishes all rights and benefits under Section 1542 Title VII of the Civil Code Rights Act of 1964, the State Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act and/or claims growing out of Californiaany other federal, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATstate or local statute, IF KNOWN BY HIM OR HERrule or ordinance or any other legal restrictions, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYexpressed or implied, on the Company's right to control or terminate the employment of its employees.” Each Loan Party acknowledges that it may hereafter discover facts different from or (c) Employee hereby on advice of counsel has freely and knowingly waived the twenty-one (21) day consideration period provided for releases under the Americans with Disabilities Act. Employee shall have until the close of business on October 6, 1999 to revoke this Agreement in addition writing and, if Employee revokes this Agreement in writing prior to those now known or believed to be true with respect to such claimsthe close of business on October 6, demands1999, or causes of action and agree that this instrument Agreement shall be null and remain effective in all respects notwithstanding any such differences or additional facts. Each Loan Party understands, acknowledges void and agrees that the release set forth above may be pleaded as a full have no further force and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by such Loan Party pursuant to the above release. If any Loan Party or any of its successors, assigns or other legal representations violates the foregoing covenant, Loan Parties, for themselves and their successors, assigns and legal representatives, agree to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred by such Released Party as a result of such violationeffect.

Release; Covenant Not to Sue. Each Loan Party In exchange for the consideration outlined in paragraph 1 above, you hereby absolutely waive and unconditionally releases and forever discharges Administrative Agent, FILO Agent and each Lender, and release any and all partnersclaims you have or might have against the Corporation and any of its predecessors, memberssubsidiaries, managersaffiliates, and related entities or any of their past and present officers, directors, shareholders, agents, participantsattorneys, parent corporationsemployees, subsidiary corporationssuccessors, and all other related or affiliated corporationspersons, insurersfirms, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing or entities (each a “Released PartyParties”), arising from or related to your employment with and/or the termination of your employment from the Corporation. These claims include, but are not limited to, all claims arising under federal, state, and local statutory or common law; those covered by the Americans With Disabilities Act, the Age Discrimination In Employment Act (“ADEA”), Title VII of the Civil Rights Act, and the Family and Medical Leave Act (“FMLA”); and all other claims for breach of contract, tort, wrongful termination, unpaid wages, and relating to any other law prohibiting employment discrimination or relating to employment. This is a general release. You expressly acknowledge that this general release includes, but is not limited to, any and all claims, obligations, demands or causes claims arising out of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising under or related to the Loan Documents your employment with and separation from the beginning Corporation. By signing this letter agreement, you expressly acknowledge and represent that (a) you have suffered no injuries or occupational diseases arising out of time or in connection with your employment with the Corporation; (b) you have received all wages to and including the date of this Amendment, whether such claims, obligations, demands and causes of action are matured or unmatured or known or unknown; provided, however, that the foregoing release and covenant not to sue set forth below shall not apply to any obligations which you were entitled as an employee of the Released Party Corporation; (c) you received all leave to which you were entitled under this Amendment the FMLA; and (d) you are not aware of any facts or circumstances constituting a violation of the Credit Agreement FMLA, the Fair Labor Standards Act, or any claims arising after the date of this Amendment with respect to actsapplicable state leave or wage payment law. You expressly state, occurrences or events after the date of this Amendment. It is the intention of each Loan Party in providing this release that the same shall be effective as a bar to each and every claimunderstand, demand and cause of action specifiedintend, and in furtherance of this intention it waives and relinquishes all rights and benefits under Section 1542 of the Civil Code of the State of California, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Loan Party acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and agree that this instrument shall be letter agreement forever precludes you from bringing, instituting, maintaining, further pursuing, or participating in any lawsuit against the Released Parties for any causes or claims released in this paragraph 4, other than to enforce its terms and/or compliance with the Older Workers Benefit Protection Act (“OWBPA”). You specifically waive any right to become, and remain effective promise not to become, a representative or member of any class, collective or multi-party action or proceeding in all respects notwithstanding which a claim against the Released Parties is made in which the Corporation or any such differences Released Parties identified in this letter agreement is a party. You represent that you have not filed or additional facts. Each Loan Party understandsotherwise initiated any lawsuit, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction charge, claim, or demand against any actionof the Released Parties. Nothing in this letter agreement is intended to impair your rights under whistleblower laws or cause you to disclose your participation in any governmental whistleblower program or any whistleblowing statute(s) or regulation(s) allowing for anonymity. Additionally, suit nothing in this letter agreement prohibits, prevents, or otherwise limits you from filing a charge or complaint with or participating, testifying, or assisting in any investigation, hearing, or other proceeding which may be institutedbefore any federal, prosecuted state, or attempted local government agency (e.g., EEOC, NLRB, SEC) or in breach of the provisions of such release. Each Loan Partyany legislative or judicial proceeding nor does anything in this letter agreement preclude, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it will not sue (at law, in equityprohibit or otherwise limit, in any regulatory proceeding way, your rights and abilities to contact, communicate with or otherwisereport unlawful conduct, or provide documents, to federal, state, or local officials for investigation or participate in any whistleblower program administered by any such agencies. However, to the maximum extent permitted by law, you agree that if such an administrative claim is made with the EEOC, NLRB or any state or local government agency equivalent, you shall not be entitled to recover any individual monetary relief or other individual remedies. In addition, nothing in this letter agreement, including but not limited to the release of claims nor the confidentiality, non-disparagement, affirmations, liquidated damages, cooperation, and/or return of property clauses, prohibits you from: (1) reporting possible violations of federal or other law or regulations, including any possible securities laws violations, to any governmental agency or entity, including but not limited to the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the Commodity Futures Trading Commission, the U.S. Congress, or any agency Inspector General; (2) making any other disclosures that are protected under the whistleblower provisions of federal or other law or regulations; or (3) filing a charge or complaint or otherwise fully participating in any governmental whistleblower programs, including but not limited to any such programs managed or administered by the U.S. Securities and Exchange Commission, the Commodity Futures Trading Commission and/or the Occupational Safety and Health Administration. You are not required to notify or obtain permission from the Corporation when filing a governmental whistleblower charge or complaint or engaging or participating in protected whistleblower activity. Moreover, nothing in this letter agreement prohibits or prevents you from receiving individual monetary awards or other individual relief by virtue of participating in such governmental whistleblower programs. Additionally, nothing in this letter agreement will waive, relinquish, diminish, or in any way affect (i) any Released Party on the basis of vested rights you may have under any claim releasedCorporation retirement plan; (ii) any rights or claims that, remised and discharged by such Loan Party pursuant to the above release. If any Loan Party or any of its successors, assigns or other legal representations violates the foregoing covenant, Loan Parties, for themselves and their successors, assigns and legal representatives, agree to pay, in addition to such other damages as any Released Party may sustain as a result matter of such violationlaw, all reasonable attorneys’ fees cannot be released or waived; or (iii) your right to challenge the validity and costs incurred by such Released Party as a result enforceability of such violationthis letter agreement’s release of claims under the ADEA.

Release; Covenant Not to Sue. Each Loan Party hereby absolutely and unconditionally releases and forever discharges Administrative AgentIn consideration of Xxxxxxx’s receipt of the Grant, FILO Agent and each LenderXxxxxxx’s eligibility to participate in the Activities, and any for other good and all partnersvaluable consideration, membersthe receipt and sufficiency of which is hereby acknowledged, managersGrantee hereby covenants, agrees, represents and warrants for and on behalf of Xxxxxxx and Xxxxxxx’s heirs, executors, administrators, representatives, agents, participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof(the “Releasors”) to irrevocably and unconditionally release, together with all of the present settle, cancel, waive, acquit and former directorsdischarge Alumni Association and Alumni Fund as well as their affiliates and their respective owners, officers, agents directors, managers, employees, agents, representatives, successors and employees of any of assigns (collectively, the foregoing (each a “Released PartyReleasees”), to the fullest extent permitted by applicable law, from any and all claims, obligationsactions, demands or causes demands, damages, judgments, debts, liens, losses, liabilities, costs and expenses of action of any kind, every kind and nature or descriptionwhatsoever, whether arising known or unknown, foreseen or unforeseen, direct or indirect, fixed or contingent, whether based in tort, contract or any other theory of recovery, and regardless of the theory of damages whether said claims are based in law or equity or upon contract or tort or under any state or federal law or otherwisein equity, which any Loan Party has had, now has of the Releasors may at any time hereinafter have or has made claim to have have, against any such person for of the Releasees resulting from or by reason arising out of any actthe Activities, omission, matter, cause or thing whatsoever arising under travel to or related to the Loan Documents from the beginning Activities (the “Released Claims”). Grantee further agrees that in the event that any of time to and including the date of this Amendment, whether such claims, obligations, demands and causes of action are matured or unmatured or known or unknown; provided, howeverReleasors should bring a Released Claim on Xxxxxxx’s behalf, that the foregoing release Grantee hereby waives and covenant not forfeits any right to sue set forth below shall not apply recovery under said claim and will exercise good faith efforts to any obligations of the Released Party under this Amendment or the Credit Agreement or any claims arising after the date of this Amendment have such claim dismissed with respect to acts, occurrences or events after the date of this Amendment. It is the intention of each Loan Party in providing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specifiedprejudice, and in furtherance of this intention it waives the Grantee (or Releasor, as applicable) shall reimburse the Releasees for all costs and relinquishes all rights and benefits under Section 1542 of the Civil Code of the State of California, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Loan Party acknowledges that it may hereafter discover facts different from expenses incurred by or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and agree that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party, on behalf of itself and its successorsthe Releasees in defending such matter, assignsincluding, and other legal representativeswithout limitation, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by such Loan Party pursuant to the above release. If any Loan Party or any of its successors, assigns or other legal representations violates the foregoing covenant, Loan Parties, for themselves and their successors, assigns and legal representatives, agree to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred by such Released Party as a result of such violationfees.