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

Release; Covenant Not to Xxx. (a) Capital Returns, on behalf of itself and for all of its affiliated, associated, related, parent and subsidiary entities, successors, assigns, and the respective heirs, executors, administrators, successors and assigns of any such person or entity (“Related Parties”), irrevocably, absolutely and unconditionally releases, settles, acquits and forever discharges each of (i) the Company, (ii) Parent, (iii) each existing (as of the date of this Agreement) director, officer, employee, agent or other representative of the Company (the “Existing Company Parties”) and (iv) the Related Parties of each of the foregoing (the persons and entities referred to in the foregoing clauses (i)-(iv), collectively, the “Company Released Parties”), from and against any and all causes of action, claims, actions, rights, judgments, obligations, damages, fines, penalties, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, liabilities, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise, including attorney’s fees, accountants’ fees and court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction from the beginning of time to the Agreement Effective Time (“Claims”), whether now known or unknown, suspected or unsuspected, that Capital Returns or any of its Related Parties now has, or at any time previously had, or shall or may have in the future, as a record or beneficial owner of Common Shares or arising by virtue of or in any manner related to any actions with respect to the Merger or the Company or its affairs on or before the Agreement Effective Time; provided, that nothing in this Agreement shall waive, release, bar, discharge, enjoin, or otherwise affect any Claims to enforce the terms of this Agreement.

Release; Covenant Not to Xxx. (a) Capital ReturnsIn consideration of the agreements of Agent and Banks contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and each other Loan Party (by such other Loan Party’s execution and delivery of this Amendment), on behalf of itself and for all of its affiliated, associated, related, parent and subsidiary entities, successors, assigns, and the respective heirsother legal representatives, executorshereby absolutely, administratorsunconditionally and irrevocably releases, remises and forever discharges Agent and Banks, and their successors and assigns of any assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Bank and all such person or entity (other Persons being hereinafter referred to collectively as the “Related PartiesReleasees” and individually as a “Releasee”), irrevocablyof and from all demands, absolutely and unconditionally releasesactions, settles, acquits and forever discharges each of (i) the Company, (ii) Parent, (iii) each existing (as of the date of this Agreement) director, officer, employee, agent or other representative of the Company (the “Existing Company Parties”) and (iv) the Related Parties of each of the foregoing (the persons and entities referred to in the foregoing clauses (i)-(iv), collectively, the “Company Released Parties”), from and against any and all causes of action, claimssuits, actionscovenants, rights, judgments, obligations, damages, fines, penalties, amounts, demands, lossescontracts, controversies, contentions, complaintsagreements, promises, accountings, bonds, bills, debts, liabilities, dues, sums of money, expensesaccounts, specialties bills, reckonings, damages and fees any and costs all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (whether directindividually, indirect or consequentiala “Claim” and collectively, incidental or otherwise, including attorney’s fees, accountants’ fees and court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction from the beginning of time to the Agreement Effective Time (“Claims”)) of every name and nature, whether now known or unknown, suspected or unsuspected, that Capital Returns both at law and in equity, Borrower or such Loan Party or any of its Related Parties now hastheir successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time previously hadon or prior to the day and date of this Amendment for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto; provided, however, that the foregoing shall not be construed to release the Agent or may have in the futureBanks, or their successors or assignees, from either their obligations under any of the Loan Documents, as a record amended by this Amendment, from and after the date of this Amendment or beneficial owner of Common Shares or arising by virtue any claim on account of or in any manner related to any actions with respect to relation thereto, notwithstanding the Merger fact that the Agent or the Company or its affairs on or before the Agreement Effective Time; provided, that nothing in this Agreement shall waive, release, bar, discharge, enjoin, or otherwise affect any Claims Banks became a party to enforce the terms of this Agreementa Loan Document prior to such date.

Release; Covenant Not to Xxx. (a) Capital ReturnsEffective on the date hereof, Borrower, for itself and on behalf of itself its successors, assigns and officers, directors, employees, agents and attorneys, and any Person acting for all or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges Lender, each of its affiliatedAffiliates, associatedand each of its successors in title, relatedpast, parent present and subsidiary entitiesfuture officers, successorsdirectors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and the respective heirs, executors, administrators, successors other professionals and assigns of any such person or entity (“Related Parties”), irrevocably, absolutely and unconditionally releases, settles, acquits and forever discharges each of (i) the Company, (ii) Parent, (iii) each existing (as of the date of this Agreement) director, officer, employee, agent or all other representative of the Company (the “Existing Company Parties”) and (iv) the Related Parties of each of the foregoing (the persons and entities referred to in the foregoing clauses whom Lender would be liable if such persons or entities were found to be liable to Borrower (i)-(iv), each a “Releasee” and collectively, the “Company Released PartiesReleasees”), from and against any and all past and present claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, claims, actions, rights, judgments, obligations, damages, fines, penalties, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, liabilities, dues, sums of money, expenses, specialties costs and fees and costs (whether direct, indirect or consequential, incidental or otherwise, including attorney’s fees, accountants’ fees and court costs, of whatever nature) incurred in connection therewith expenses of any kind whatsoever, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federalwhether based in equity, statelaw, foreigncontract, tort, implied or express warranty, strict liability, criminal or civil statute or common law or (each a “Claim” and collectively, the laws of any other relevant jurisdiction from the beginning of time to the Agreement Effective Time (“Claims”), whether now known or unknown, fixed or contingent, direct, indirect or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, that Capital Returns which Borrower ever had, or any of its Related Parties now has, against any such Releasee which relates, directly or at indirectly to the Note, any time previously hadother Transaction Document, or shall or may have in the future, as a record or beneficial owner of Common Shares or arising by virtue of or in any manner related to any actions acts or omissions of any such Releasee with respect to the Merger Note or any other Transaction Document, or to the Company or its affairs on or before lender-borrower relationship evidenced by the Agreement Effective Time; providedTransaction Documents, that nothing except for the duties and obligations set forth in this Agreement and the other Transaction Documents. As to each and every Claim released hereunder, Borrower hereby represents that it has received the advice of legal counsel with regard to the releases contained herein. As to each and every Claim released hereunder, Borrower also waives the benefit of each provision of applicable federal or state law (including, without limitation, the laws of the state of New York), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. Borrower 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 and agrees that this instrument shall waivebe and remain effective in all respects notwithstanding any such differences or additional facts. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above, which release shall remain in full force and effect after the execution date hereof. This release shall remain in full force and effect notwithstanding the discovery by Borrower that any fact relied upon by it was incorrect. Borrower 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, bar, discharge, enjoin, or otherwise affect any Claims to enforce the terms of this Agreement.

Release; Covenant Not to Xxx. (a) Capital ReturnsIn consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party, on behalf of itself and for all of its affiliated, associated, related, parent and subsidiary entities, successors, assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives (each Loan Party and all such other Persons begin hereinafter referred to collectively as the respective heirs, executors, administrators, successors “Releasing Parties” and assigns of any such person or entity (individually as a “Related PartiesReleasing Party”), irrevocablyhereby absolutely, absolutely unconditionally and unconditionally irrevocably releases, settles, acquits remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, members, managers, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives (Agent, each of (i) the Company, (ii) Parent, (iii) each existing (Lender and all such other Persons being hereinafter referred to collectively as of the date of this Agreement) director, officer, employee, agent or other representative of the Company (the “Existing Company Parties”) Releasees” and (iv) the Related Parties of each of the foregoing (the persons and entities referred to in the foregoing clauses (i)-(iv), collectively, the individually as a “Company Released PartiesReleasee”), of and from and against any and all demands, actions, causes of action, suits, damages and any and all other claims, actionscounterclaims, rightsdefenses, judgmentsrights of set-off, obligationsdemands and liabilities whatsoever (individually, damagesa “Claim” and collectively, fines, penalties, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, liabilities, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise, including attorney’s fees, accountants’ fees and court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction from the beginning of time to the Agreement Effective Time (“Claims”)) of every name and nature, whether now known or unknown, suspected or unsuspected, that Capital Returns both at law and in equity, which such Releasing Party may now or hereafter own, hold, have or claim to have against the Releasees or any of its Related Parties now hasthem for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time previously hadon or prior to the day and date of this Agreement for or on account of, or shall in relation to, or in any way in connection with this Agreement, the Credit Agreement, or any of the other Loan Documents or any of the transactions thereunder or related thereto. For the avoidance of doubt, the foregoing release is only a release of Claims that exist on or prior to the date of this Amendment and is not a release of any Claims that may have arise in the future, as a record or beneficial owner of Common Shares or arising by virtue of or in any manner related to any actions with respect to the Merger or the Company or its affairs on or before the Agreement Effective Time; provided, that nothing in this Agreement shall waive, release, bar, discharge, enjoin, or otherwise affect any Claims to enforce the terms of this Agreement.

Release; Covenant Not to Xxx. (a) Capital ReturnsThe Company hereby absolutely and unconditionally waives, on behalf of itself releases, remises and for forever discharges the Purchasers, and any and all of its affiliated, associated, relatedtheir respective participants, parent and corporations, subsidiary entitiescorporations, successorsaffiliated corporations, assignsrelated funds, insurers, indemnitors, officers, directors, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys, and the each of their respective heirs, executors, administrators, successors and assigns of any such person or entity (each a “Related Parties”), irrevocably, absolutely and unconditionally releases, settles, acquits and forever discharges each of (i) the Company, (ii) Parent, (iii) each existing (as of the date of this Agreement) director, officer, employee, agent or other representative of the Company (the “Existing Company Parties”) and (iv) the Related Parties of each of the foregoing (the persons and entities referred to in the foregoing clauses (i)-(iv), collectively, the “Company Released PartiesParty”), from and against any and all causes of action, claims, actionssuits, rightsinvestigations, judgmentsproceedings, demands, obligations, liabilities, damages, fines, penalties, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, liabilities, dues, sums of moneycosts, expenses, specialties and fees and costs (or causes of action of any kind, nature or description, whether directbased in law, indirect equity, contract, tort, implied or consequentialexpress warranty, incidental strict liability, criminal or civil statute, common law, or under any state or federal law or otherwise, including attorney’s fees, accountants’ fees and court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction from the beginning of time to the Agreement Effective Time (“Claims”), whether now known or unknown, past or present, liquidated or unliquidated, suspected or unsuspected, that Capital Returns or any of its Related Parties which the Company has had, now has, or at any time previously hadmight hereafter have, or shall or may has made claim to have in the future, as a record or beneficial owner of Common Shares or arising by virtue of or in against any manner related to any actions such Released Party with respect to the Merger Note Agreement, the Notes or the Company any other Transaction Document that, in each case, involve events, acts or its affairs omissions that have taken place on or before the Agreement Effective Time; provided, that nothing in this Agreement shall waive, release, bar, discharge, enjoindate hereof, or otherwise affect any Claims with respect to enforce the terms lender-borrower relationship evidenced by the Transaction Documents with respect to acts, omissions or events that have taken place on or before the date hereof. It is the intention of the Company 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 Agreementintention it waives and relinquishes all rights and benefits under Section 1542 of the Civil Code of the State of California (or any comparable provision of any other applicable law), which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A 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.” The Company 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 agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. The Company 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.

Release; Covenant Not to Xxx. (a) Capital ReturnsIn consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party, on behalf of itself and for all of its affiliated, associated, related, parent and subsidiary entities, successors, assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives (each Loan Party and all such other Persons begin hereinafter referred to collectively as the respective heirs, executors, administrators, successors "Releasing Parties" and assigns of any such person or entity (“Related Parties”individually as a "Releasing Party"), irrevocablyhereby absolutely, absolutely unconditionally and unconditionally irrevocably releases, settles, acquits remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, members, managers, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives (Agent, each of (i) the Company, (ii) Parent, (iii) each existing (as of the date of this Agreement) director, officer, employee, agent or Lender and all such other representative of the Company (the “Existing Company Parties”) and (iv) the Related Parties of each of the foregoing (the persons and entities Persons being hereinafter referred to in collectively as the foregoing clauses (i)-(iv"Releasees" and individually as a "Releasee"), collectivelyof and from all demands, the “Company Released Parties”)actions, from and against any and all causes of action, suits, damages and any and all other claims, actionscounterclaims, rightsdefenses, judgmentsrights of set‑off, obligationsdemands and liabilities whatsoever (individually, damagesa "Claim" and collectively, fines"Claims") of every name and nature, penalties, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, liabilities, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise, including attorney’s fees, accountants’ fees and court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction from the beginning of time to the Agreement Effective Time (“Claims”), whether now known or unknown, suspected or unsuspected, that Capital Returns both at law and in equity, which such Releasing Party may now or hereafter own, hold, have or claim to have against the Releasees or any of its Related Parties now hasthem for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time previously hadon or prior to the day and date of this Agreement for or on account of, or shall in relation to, or in any way in connection with this Agreement, the Credit Agreement, or any of the other Loan Documents or any of the transactions thereunder or related thereto. For the avoidance of doubt, the foregoing release is only a release of Claims that exist on or prior to the date of this Amendment and is not a release of any Claims that may have arise in the future, as a record or beneficial owner of Common Shares or arising by virtue of or in any manner related to any actions with respect to the Merger or the Company or its affairs on or before the Agreement Effective Time; provided, that nothing in this Agreement shall waive, release, bar, discharge, enjoin, or otherwise affect any Claims to enforce the terms of this Agreement.

Release; Covenant Not to Xxx. (a) Capital ReturnsEach of the PE Parties acknowledges that Lender would not enter into this Agreement without the PE Parties’ assurance that each PE Party has no claim against Lender or any of its parent corporations, subsidiaries, affiliates, officers, directors, shareholders, employees, attorneys, agents, professionals and servants, or any of their respective predecessors, successors, heirs and assigns (collectively, the “Lender-Related Parties” and each, a “Lender-Related Party”) arising out of the Loan Documents or the transactions contemplated thereby. Each of the PE Parties, for itself and on behalf of its officers and directors, and its respective predecessors, successors and assigns (collectively, the “Releasors”) releases each Lender-Related Party from any known or unknown claims which any PE Party now has against any Lender-Related Party of any nature, including any claims that any Releasor, or any Releasor’s successors, counsel and advisors may in the future discover they would have had now if they had known facts not now known to them, whether founded in contract, in tort or pursuant to any other theory of liability, arising out of or related to the Loan Documents or the transactions contemplated thereby (individually, a “Claim” and collectively, “Claims”). (b) Except as expressly provided herein, the Releasors each expressly waive any statutory or other limitation on the enforceability of a general release of unknown claims which, if known, would have materially affected this Agreement. EACH RELEASOR HEREBY EXPLICITLY WAIVES ALL RIGHTS UNDER AND ANY BENEFITS OF ANY COMMON LAW OR STATUTORY RULE OR PRINCIPLE WITH RESPECT TO THE RELEASE OF SUCH CLAIMS, INCLUDING, WITHOUT LIMITATION, SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES 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 RELEASOR AGREES THAT NO SUCH COMMON LAW OR STATUTORY RULE OR PRINCIPLE, INCLUDING SECTION 1542 OF THE CALIFORNIA CIVIL CODE OR SIMILAR LAW IN ANOTHER JURISDICTION, SHALL AFFECT THE VALIDITY OR SCOPE OR ANY OTHER ASPECT OF THIS AGREEMENT. (c) The provisions, waivers and releases set forth in this Section 9 are binding upon each Releasor. The provisions, waivers and releases of this Section 9 shall inure to the benefit of each Lender-Related Party. (d) The provisions of this Section 9 shall survive payment in full of the obligations, full performance of all of the terms of this Agreement, the Note and the other Loan Documents and/or any action by Lender to exercise any remedy available under any of the Loan Documents or applicable law. 7 (e) Each Releasor represents and warrants that each such Releasor is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby and each such Releasor has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any person any such claim or any portion thereof. Each Releasor shall jointly and severally indemnify and hold harmless each Lender-Related Party from and against any claim, demand, damage, debt, liability (including payment of reasonable attorneys’ fees and costs actually incurred whether or not litigation is commenced) based on or arising out of any such assignment or transfer. (f) Each Releasor, on behalf of itself themselves and for all of its affiliated, associated, related, parent and subsidiary entities, their successors, assigns, and other legal representatives, hereby absolutely, unconditionally covenant and agree with each Lender-Related Party that they will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Lender-Related Party on the respective heirs, executors, administrators, successors and assigns basis of any such person or entity (“Related Parties”)Claim released, irrevocably, absolutely remised and unconditionally releases, settles, acquits and forever discharges each of (idischarged pursuant to Section 9(a) the Company, (ii) Parent, (iii) each existing (as of the date of this Agreement) director, officer, employee, agent or other representative of the Company (the “Existing Company Parties”) and (iv) the Related Parties of each of above. If any Releasor violates the foregoing (the persons and entities referred covenant, such Releasor agrees to pay, in the foregoing clauses (i)-(iv)addition to such other damages as any Lender-Related Party may sustain as a result of such violation, collectively, the “Company Released Parties”), from and against any and all causes of action, claims, actions, rights, judgments, obligations, damages, fines, penalties, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, liabilities, dues, sums of money, expenses, specialties and attorneys’ fees and costs (whether direct, indirect or consequential, incidental or otherwise, including attorney’s fees, accountants’ fees and court costs, of whatever nature) incurred in connection therewith of by any kind whatsoever, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction from the beginning of time to the Agreement Effective Time (“Claims”), whether now known or unknown, suspected or unsuspected, that Capital Returns or any of its Lender-Related Parties now has, or at any time previously had, or shall or may have in the future, Party as a record or beneficial owner result of Common Shares or arising by virtue of or in any manner related to any actions with respect to the Merger or the Company or its affairs on or before the Agreement Effective Time; provided, that nothing in this Agreement shall waive, release, bar, discharge, enjoin, or otherwise affect any Claims to enforce the terms of this Agreementsuch violation. 10.

Release; Covenant Not to Xxx. (a) Capital ReturnsThe Company hereby absolutely and unconditionally waives, on behalf of itself releases, remises and for forever discharges the Purchasers, and any and all of its affiliated, associated, relatedtheir respective participants, parent and corporations, subsidiary entitiescorporations, successorsaffiliated corporations, assignsrelated funds, insurers, indemnitors, officers, directors, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys, and the each of their respective heirs, executors, administrators, successors and assigns of any such person or entity (each a “Related Parties”), irrevocably, absolutely and unconditionally releases, settles, acquits and forever discharges each of (i) the Company, (ii) Parent, (iii) each existing (as of the date of this Agreement) director, officer, employee, agent or other representative of the Company (the “Existing Company Parties”) and (iv) the Related Parties of each of the foregoing (the persons and entities referred to in the foregoing clauses (i)-(iv), collectively, the “Company Released PartiesParty”), from and against any and all causes of action, claims, actionssuits, rightsinvestigations, judgmentsproceedings, demands, obligations, liabilities, damages, fines, penalties, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, liabilities, dues, sums of moneycosts, expenses, specialties and fees and costs (or causes of action of any kind, nature or description, whether directbased in law, indirect equity, contract, tort, implied or consequentialexpress warranty, incidental strict liability, criminal or civil statute, common law, or under any state or federal law or otherwise, including attorney’s fees, accountants’ fees and court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction from the beginning of time to the Agreement Effective Time (“Claims”), whether now known or unknown, past or present, liquidated or unliquidated, suspected or unsuspected, that Capital Returns or any of its Related Parties which the Company has had, now has, or at any time previously hadmight hereafter have, or shall or may has made claim to have in the future, as a record or beneficial owner of Common Shares or arising by virtue of or in against any manner related to any actions such Released Party with respect to the Merger Note Agreement, the Notes or the Company any other Transaction Document that, in each case, involve events, acts or its affairs omissions that have taken place on or before the Agreement Effective Time; provided, that nothing in this Agreement shall waive, release, bar, discharge, enjoindate hereof, or otherwise affect any Claims with respect to enforce the terms lender-borrower relationship evidenced by the Transaction Documents with respect to acts, omissions or events that have taken place on or before the date hereof. It is the intention of the Company 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 Agreementintention it waives and relinquishes all rights and benefits under Section 1542 of the Civil Code of the State of California (or any comparable provision of any other applicable law), which provides: “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.” The Company 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 agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. The Company 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. As of the date hereof, the Company hereby acknowledges that the foregoing waiver of Section 1542 of the Civil Code of the State of California was separately bargained for. As of the date hereof, and with respect to the release set forth above, the Company knowingly, voluntarily, intentionally, and expressly waives any and all rights and benefits conferred by Section 1542, or by any law of any state or territory of the United States of America or any foreign country or principle of common law that is similar or analogous to Section 1542, and agrees and acknowledges that this waiver is an essential term of this letter agreement, without which the consideration would not have been given by the Purchasers to the Company.

Release; Covenant Not to Xxx. (a) Capital Returns5.1 This Amendment is intended to be a further accommodation by Lender to Borrower. In consideration of all such accommodations, and acknowledging that Lender will be specifically relying on the following provisions as a material inducement in entering into this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower, on behalf of itself and for all of its affiliatedshareholders and subsidiaries, associated, related, parent successors and subsidiary entities, successors, assigns, hereby absolutely, unconditionally and the respective heirsirrevocably releases, executorsremises and forever discharges Lender and its agents, administratorsservants, employees, directors, officers, attorneys, accountants, consultants, affiliates, representatives, receivers, trustees, subsidiaries, predecessors, successors and assigns of any such person or entity (“Related Parties”), irrevocably, absolutely and unconditionally releases, settles, acquits and forever discharges each of (i) the Company, (ii) Parent, (iii) each existing (as of the date of this Agreement) director, officer, employee, agent or other representative of the Company (the “Existing Company Parties”) and (iv) the Related Parties of each of the foregoing (the persons and entities referred to in the foregoing clauses (i)-(iv), collectively, the “Company Released Parties”), ) from and against any and all demands, actions, causes of action, claimssuits, actionscovenants, rights, judgments, obligations, damages, fines, penalties, amounts, demands, lossescontracts, controversies, contentions, complaintsagreements, promises, accountings, bonds, bills, debts, liabilities, dues, sums of money, expensesaccounts, specialties bills, reckonings, damages and fees any and costs all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (whether directindividually, indirect or consequentiala “Claim” and collectively, incidental or otherwise, including attorney’s fees, accountants’ fees and court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction from the beginning of time to the Agreement Effective Time (“Claims”), whether now arising in contract or in tort, and whether at law or in equity, whether known or unknown, suspected matured or unsuspectedcontingent, that Capital Returns liquidated or unliquidated, in any of its Related Parties now hasway arising from, or at any time previously hadin connection with, or shall or may have in the future, as a record or beneficial owner of Common Shares or arising by virtue of or in any manner related to any actions with respect way concerning or relating to the Merger Loan Agreement, the other Loan Documents, or any dealings with any of the Company Released Parties in connection with the transactions contemplated by such documents or its affairs on this Amendment from the beginning of the world to the time immediately prior to the effectiveness of this Amendment. This release shall be and remain in full force and effect notwithstanding the discovery by Borrower after the date hereof (i) of any new or before additional Claim against any Released Party, (ii) of any new or additional facts in any way relating to the Agreement Effective Timesubject matter of this release, (iii) that any fact relied upon by it was incorrect or (iv) that any representation made by any Released Party was untrue or that any Released Party concealed any fact, circumstance or claim relevant to Borrower’s execution of this release; provided, however, this release shall not extend to any Claims arising after the execution of this Amendment in connection with the Loan Agreement and the other Loan Documents. Borrower acknowledges and agrees that nothing this release is intended to, and does, fully, finally and forever release all matters described in this Agreement shall waiveSection 5.1, releasenotwithstanding the existence or discovery of any such new or additional claims or facts, barincorrect facts, dischargemisunderstanding of law, enjoin, misrepresentation or otherwise affect any Claims to enforce the terms of this Agreementconcealment.

Release; Covenant Not to Xxx. (a) Capital ReturnsTo induce Lenders and the Administrative Agent to enter into this Agreement, each Loan Party hereby, on behalf of itself and for all of its affiliated, associated, related, parent and subsidiary entities, successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Administrative Agent and Lenders, in their respective heirscapacities as Administrative Agent and Lenders under the Existing Credit Agreement, executors, administrators, and their respective successors and assigns of any assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, trustees, advisors, attorneys, employees, agents and other representatives (the Administrative Agent, each Lender and all such person or entity (other Persons being hereinafter referred to collectively as the “Related PartiesReleasees” and individually as a “Releasee”), irrevocablyof and from all demands, absolutely and unconditionally releasesactions, settles, acquits and forever discharges each of (i) the Company, (ii) Parent, (iii) each existing (as of the date of this Agreement) director, officer, employee, agent or other representative of the Company (the “Existing Company Parties”) and (iv) the Related Parties of each of the foregoing (the persons and entities referred to in the foregoing clauses (i)-(iv), collectively, the “Company Released Parties”), from and against any and all causes of action, claims, actions, rights, judgments, obligations, damages, fines, penalties, amounts, demands, lossessuits, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, liabilities, dues, sums of money, expensesaccounts, specialties bills, reckonings, damages and fees any and costs all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever (whether directindividually, indirect or consequentiala “Claim” and collectively, incidental or otherwise, including attorney’s fees, accountants’ fees and court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction from the beginning of time to the Agreement Effective Time (“Claims”)) of every name and nature, whether now known or unknown, suspected or unsuspected, that Capital Returns both at law and in equity, which such Loan Party or any of its Related Parties now hassuccessors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time previously hadon or prior to the Restatement Effective Date, in each case solely for or on account of or relating to the Existing Credit Agreement, any of the other Loan Documents or the transactions thereunder or related thereto, but not including any Claims based on (i) any unfulfilled Borrowing request under the Existing Credit Agreement that remains outstanding as of the Restatement Effective Date and for which a request for Borrowing has been properly given by Borrower Representative under the Existing Credit Agreement but not yet funded by Lenders, or shall (ii) checks, wire transfers or may have in the future, as a record or beneficial owner of Common Shares or arising by virtue of or in any manner related to any actions with respect other matters which are ancillary to the Merger or credit transactions contemplated by the Company or its affairs on or before the Agreement Effective Time; provided, that nothing in this Agreement shall waive, release, bar, discharge, enjoin, or otherwise affect any Claims to enforce the terms of this Existing Credit Agreement.

Release; Covenant Not to Xxx. (a) Capital ReturnsIn consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and for all of its affiliated, associated, related, parent and subsidiary entities, successors, assigns, and other legal representatives (each Loan Party and all such other Persons being hereinafter referred to collectively as the respective heirs, executors, administrators, successors "Releasors" and assigns of any such person or entity (“Related Parties”individually as a "Releasor"), irrevocablyhereby absolutely, absolutely unconditionally and unconditionally irrevocably releases, settles, acquits remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, members, managers, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, and other representatives (Agent, each of (i) the Company, (ii) Parent, (iii) each existing (as of the date of this Agreement) director, officer, employee, agent or Lender and all such other representative of the Company (the “Existing Company Parties”) and (iv) the Related Parties of each of the foregoing (the persons and entities Persons being hereinafter referred to in collectively as the foregoing clauses (i)-(iv"Releasees" and individually as a "Releasee"), collectivelyof and from all demands, the “Company Released Parties”)actions, from and against any and all causes of action, claimssuits, actionscovenants, rights, judgments, obligations, damages, fines, penalties, amounts, demands, lossescontracts, controversies, contentions, complaintsagreements, promises, accountings, bonds, bills, debts, liabilities, dues, sums of money, expensesaccounts, specialties bills, reckonings, damages and fees any and costs (whether directall other claims, indirect or consequentialcounterclaims, incidental or otherwisedefenses, including attorney’s feesrights of set-off, accountants’ fees demands and court costsliabilities whatsoever of every name and nature, of whatever nature) incurred in connection therewith of any kind whatsoever, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction from the beginning of time to the Agreement Effective Time (“Claims”), whether now known or unknown, suspected or unsuspected, that Capital Returns both at law and in equity, which any Releasor may now own, hold, have or claim to have against the Releasees or any of its Related Parties now hasthem for, ​ upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time previously hadon or prior to the day and date of this Amendment, in any way related to or in connection with the Credit Agreement, or shall any of the other Loan Documents or may have in the futuretransactions thereunder or related thereto (individually, as a record or beneficial owner of Common Shares or arising by virtue of or in any manner related to any actions with respect to the Merger or the Company or its affairs on or before the Agreement Effective Time; provided"Claim" and collectively, that nothing in this Agreement shall waive, release, bar, discharge, enjoin, or otherwise affect any Claims to enforce the terms of this Agreement"Claims").

Release; Covenant Not to Xxx. (a) Capital ReturnsIn consideration of the agreements of Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Co-Borrower, on behalf of itself and for all of its affiliated, associated, related, parent and subsidiary entities, successors, assigns, and other legal representatives (each Co-Borrower and all such other Persons being hereinafter referred to collectively as the respective heirs, executors, administrators, successors “Releasors” and assigns of any such person or entity (individually as a “Related PartiesReleasor”), irrevocablyhereby absolutely, absolutely unconditionally and unconditionally irrevocably releases, settles, acquits remises and forever discharges each of Seahawk, and its successors and assigns, and their present and former shareholders, members, managers, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, and other representatives (i) the Company, (ii) Parent, (iii) each existing (Seahawk and all such other Persons being hereinafter referred to collectively as of the date of this Agreement) director, officer, employee, agent or other representative of the Company (the “Existing Company Parties”) Releasees” and (iv) the Related Parties of each of the foregoing (the persons and entities referred to in the foregoing clauses (i)-(iv), collectively, the individually as a “Company Released PartiesReleasee”), of and from and against any and all known demands, actions, causes of action, claimssuits, actionscovenants, rights, judgments, obligations, damages, fines, penalties, amounts, demands, lossescontracts, controversies, contentions, complaintsagreements, promises, accountings, bonds, bills, debts, liabilities, dues, sums of money, expensesaccounts, specialties bills, reckonings, damages and fees any and costs (whether directall other claims, indirect or consequentialcounterclaims, incidental or otherwisedefenses, including attorney’s feesrights of set off, accountants’ fees demands and court costs, liabilities whatsoever of whatever every name and nature) incurred in connection therewith of any kind whatsoever, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction from the beginning of time to the Agreement Effective Time (“Claims”), whether now known or unknown, suspected or unsuspected, that Capital Returns both at law and in equity, which any Releasor may now own, hold, have or claim to have against the Releasees or any of its Related Parties now hasthem for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time previously hadon or prior to the Effective Date, in any way related to or in connection with Seahawks role as Collateral Agent under the Existing Loan and Security Agreement, or shall any of the other Loan Documents or may have in the futuretransactions thereunder or related thereto (individually, as a record or beneficial owner of Common Shares or arising by virtue of or in any manner related to any actions with respect to the Merger or the Company or its affairs on or before the Agreement Effective Time; provided“Released Claim” and collectively, that nothing in this Agreement shall waive, release, bar, discharge, enjoin, or otherwise affect any Claims to enforce the terms of this Agreement“Released Claims”).

Release; Covenant Not to Xxx. (a) Capital ReturnsAs a material inducement to Buyer to enter into this Agreement, on behalf effective as of the Closing, each Seller, for itself and for all of its affiliated, associated, related, parent and subsidiary entities, successors, assignsor himself, and the respective his heirs, executors, administratorspersonal representatives, successors and assigns of any such person or entity (“Related Parties”), irrevocably, absolutely and unconditionally releases, settles, acquits and forever discharges each of (i) the Company, (ii) Parent, (iii) each existing (as of the date of this Agreement) director, officer, employee, agent or other representative of the Company (the “Existing Company Parties”) and (iv) the Related Parties of each of the foregoing (the persons and entities referred to in the foregoing clauses (i)-(iv), collectively, the “Company Releasors”), hereby forever fully and irrevocably releases and discharges Buyer, the Company, each of its respective subsidiaries, and each of their respective predecessors, successors, direct or indirect subsidiaries and past and present equityholders, members, managers, directors, officers, employees, agents, and other representatives (collectively the “Released Parties”), ) from and against any and all causes of actionactions, suits, claims, actionsdemands, rightsdebts, agreements, obligations, promises, judgments, obligations, damages, fines, penalties, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, liabilities, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise, including attorney’s fees, accountants’ fees and court costs, of whatever nature) incurred in connection therewith liabilities of any kind whatsoever, in their own right, representatively, derivatively or in any other capacity, whatsoever in law or in equity or liabilities and causes of whatever action of every kind or character, arising under federal, state, foreignand nature, or common law otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or the laws of any other relevant jurisdiction from the beginning of time related to events, facts, conditions or circumstances existing or arising prior to the Agreement Effective Time (“Claims”)Closing Date, which Releasors can, shall or may have against the Released Parties, whether now known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any Action of any kind, in any court or before any tribunal, against any Released Party based on any Released Claim. Notwithstanding the preceding sentence of this Section 5.09, “Released Claims” does not include, and the provisions of this Section 5.09 shall not release or otherwise diminish, (a) the obligations of any party set forth in or arising under any provisions of this Agreement or the agreements contemplated in connection herewith, and (b) if the Releasor is an employee of the Company, in respect of (i) the current year’s accrued but unpaid compensation, (ii) such employee’s outstanding benefits under the Employee Benefit Plans of the Company as of the Closing Date (including accrued vacation), and (iii) reimbursement for expenses incurred by such employee in the ordinary course of his employment, in the cases of items (i) and (ii) so long as such amounts are accounted for in the final calculation of Working Capital. It is the intention of each Seller that Capital Returns or any such release be effective as a bar to each and every demand and Action hereinabove specified and in furtherance of such intention, each Seller, on its own behalf and on behalf of its Related Parties now hasAffiliates, or at hereby expressly waives, effective as of the Closing, any time previously hadand all rights and benefits conferred upon such Person by the provisions of applicable Law and expressly agrees that this release will be given full force and effect according to each and all of its express terms and provisions, or shall or may have in the futureincluding those related to unknown and unsuspected demands and Actions, if any, as a record or beneficial owner of Common Shares or arising by virtue of or in any manner related those relating to any actions with respect to the Merger or the Company or its affairs on or before the Agreement Effective Time; provided, that nothing in this Agreement shall waive, release, bar, discharge, enjoin, or otherwise affect any Claims to enforce the terms of this Agreementother demands and Actions hereinabove specified.

Release; Covenant Not to Xxx. (a) Capital ReturnsIn consideration of this Amendment and the agreements and waivers of the Secured Parties set forth herein, on behalf of itself and for all other good and valuable consideration, the receipt and sufficiency of its affiliatedwhich is hereby acknowledged, associatedeach Seller Party, related, parent the Provider and subsidiary entities, successors, assigns, and the each of their respective heirs, executors, administrators, successors and assigns of any such person or entity (collectively, as the “Related Releasing Parties” and each, individually, as a “Releasing Party”), irrevocablyhereby absolutely, absolutely unconditionally and unconditionally irrevocably releases, settles, acquits remises and forever discharges each of (i) the CompanySecured Party and their respective successors and assigns, (ii) Parentand their respective present and former shareholders, (iii) each existing (as of the date of this Agreement) directoraffiliates, officersubsidiaries, employeedivisions, agent or predecessors, directors, officers, attorneys, employees, agents and other representative of the Company representatives (the “Existing Company Parties”) Secured Parties and (iv) the Related Parties of each of the foregoing (the persons and entities all such other Persons being hereinafter referred to in the foregoing clauses (i)-(iv), collectively, collectively as the “Company Released PartiesReleasees” and individually as a “Releasee”), of and from and against any and all demands, actions, causes of action, claimssuits, actionscovenants, rights, judgments, obligations, damages, fines, penalties, amounts, demands, lossescontracts, controversies, contentions, complaintsagreements, promises, accountings, bonds, bills, debts, liabilities, dues, sums of money, expensesaccounts, specialties bills, reckonings, damages and fees any and costs (whether directall other claims, indirect or consequentialcounterclaims, incidental or otherwisedefenses, including attorney’s feesrights of set off, accountants’ fees demands and court costs, liabilities whatsoever of whatever nature) incurred in connection therewith of any kind whatsoever, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction from the beginning of time to the Agreement Effective Time (“Claims”), whether every name and nature now known or unknown, suspected or unsuspected, that Capital Returns both at law and in equity, which any Releasing Party may hold, have or claim to have against the Releasees or any of its Related Parties now hasthem for, upon, or by reason of any circumstance, action, cause or thing whatsoever, for or on account of, or in relation to, or in any way in connection with this Amendment or the transactions hereunder, in each case which has arisen at any time previously had, on or shall or may have in the future, as a record or beneficial owner of Common Shares or arising by virtue of or in any manner related to any actions with respect prior to the Merger or Amendment Effective Date; provided that for the Company or its affairs on or before the Agreement Effective Time; providedavoidance of doubt, that nothing in this Section 6 shall affect the continuing obligations of the Releasees under this Amendment, the Existing Agreement, the Receivables Purchase Agreement and the other Transaction Documents until the Final Payout Date has occurred, the LC Participation Amount has been reduced to zero ($0) and no Letters of Credit issued hereunder remain outstanding and undrawn, it being agreed that the Releasees shall waivehave no obligations thereunder after the Final Payout Date has occurred, release, bar, discharge, enjoin, or otherwise affect any Claims the LC Participation Amount has been reduced to enforce the terms zero ($0) and no Letters of this AgreementCredit issued hereunder remain outstanding and undrawn.

Release; Covenant Not to Xxx. (a) Capital ReturnsIn consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party, on behalf of itself and for all of its affiliated, associated, related, parent and subsidiary entities, successors, assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives (each Loan Party and all such other Persons begin hereinafter referred to collectively as the respective heirs, executors, administrators, successors "Releasing Parties" and assigns of any such person or entity (“Related Parties”individually as a "Releasing Party"), irrevocablyhereby absolutely, absolutely unconditionally and unconditionally irrevocably releases, settles, acquits remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, members, managers, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives (Agent, each of (i) the Company, (ii) Parent, (iii) each existing (as of the date of this Agreement) director, officer, employee, agent or Lender and all such other representative of the Company (the “Existing Company Parties”) and (iv) the Related Parties of each of the foregoing (the persons and entities Persons being hereinafter referred to in collectively as the foregoing clauses (i)-(iv"Releasees" and individually as a "Releasee"), collectivelyof and from all demands, the “Company Released Parties”)actions, from and against any and all causes of action, suits, damages and any and all other claims, actionscounterclaims, rightsdefenses, judgmentsrights of set‑off, obligationsdemands and liabilities whatsoever (individually, damagesa "Claim" and collectively, fines"Claims") of every name and nature, penalties, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, liabilities, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise, including attorney’s fees, accountants’ fees and court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction from the beginning of time to the Agreement Effective Time (“Claims”), whether now known or unknown, suspected or unsuspected, that Capital Returns both at law and in equity, which such Releasing Party may now or hereafter own, hold, have or claim to have against the Releasees or any of its Related Parties now hasthem for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time previously hadon or prior to the day and date of this Agreement including, without limitation, for or on account of, or shall or may have in the futurerelation to, as a record or beneficial owner of Common Shares or arising by virtue of or in any manner related to any actions way in connection with respect to this Agreement, the Merger or the Company or its affairs on or before the Agreement Effective Time; provided, that nothing in this Agreement shall waive, release, bar, discharge, enjoinCredit Agreement, or otherwise affect any Claims to enforce of the terms other Loan Documents or any of this Agreementthe transactions thereunder or related thereto.

Release; Covenant Not to Xxx. (a) Capital ReturnsThe Company hereby absolutely and unconditionally waives, on behalf of itself releases, remises and for forever discharges the Purchasers, and any and all of its affiliated, associated, relatedtheir respective participants, parent and corporations, subsidiary entitiescorporations, successorsaffiliated corporations, assignsrelated funds, insurers, indemnitors, officers, directors, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys, and the each of their respective heirs, executors, administrators, successors and assigns of any such person or entity (each a “Related Parties”), irrevocably, absolutely and unconditionally releases, settles, acquits and forever discharges each of (i) the Company, (ii) Parent, (iii) each existing (as of the date of this Agreement) director, officer, employee, agent or other representative of the Company (the “Existing Company Parties”) and (iv) the Related Parties of each of the foregoing (the persons and entities referred to in the foregoing clauses (i)-(iv), collectively, the “Company Released PartiesParty”), from and against any and all causes of action, claims, actionssuits, rightsinvestigations, judgmentsproceedings, demands, obligations, liabilities, damages, fines, penalties, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, liabilities, dues, sums of moneycosts, expenses, specialties and fees and costs (or causes of action of any kind, nature or description, whether directbased in law, indirect equity, contract, tort, implied or consequentialexpress warranty, incidental strict liability, criminal or civil statute, common law, or under any state or federal law or otherwise, including attorney’s fees, accountants’ fees and court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction from the beginning of time to the Agreement Effective Time (“Claims”), whether now known or unknown, past or present, liquidated or unliquidated, suspected or unsuspected, that Capital Returns or any of its Related Parties which the Company has had, now has, or at any time previously hadmight hereafter have, or shall or may has made claim to have in the future, as a record or beneficial owner of Common Shares or arising by virtue of or in against any manner related to any actions such Released Party with respect to the Merger Note Agreement, the Notes or the Company any other Transaction Document that, in each case, involve events, acts or its affairs omissions that have taken place on or before the Agreement Effective Time; provided, that nothing in this Agreement shall waive, release, bar, discharge, enjoindate hereof, or otherwise affect any Claims with respect to enforce the terms lender-borrower relationship evidenced by the Transaction Documents with respect to acts, omissions or events that have taken place on or before the date hereof. It is the intention of the Company 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 Agreementintention it waives and relinquishes all rights and benefits under Section 1542 of the Civil Code of the State of California (or any comparable provision of any other applicable law), which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A 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.” The Company 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 agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. The Company 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. Northwest Pipe Company July [30], 2010

Release; Covenant Not to Xxx. (a) Capital ReturnsThe Company hereby absolutely and unconditionally waives, on behalf of itself releases, remises and for forever discharges the Purchasers, and any and all of its affiliated, associated, relatedtheir respective participants, parent and corporations, subsidiary entitiescorporations, successorsaffiliated corporations, assignsrelated funds, insurers, indemnitors, officers, directors, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys, and the each of their respective heirs, executors, administrators, successors and assigns of any such person or entity (each a “Related Parties”), irrevocably, absolutely and unconditionally releases, settles, acquits and forever discharges each of (i) the Company, (ii) Parent, (iii) each existing (as of the date of this Agreement) director, officer, employee, agent or other representative of the Company (the “Existing Company Parties”) and (iv) the Related Parties of each of the foregoing (the persons and entities referred to in the foregoing clauses (i)-(iv), collectively, the “Company Released PartiesParty”), from and against Northwest Pipe Company September 16, 2010 any and all causes of action, claims, actionssuits, rightsinvestigations, judgmentsproceedings, demands, obligations, liabilities, damages, fines, penalties, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, liabilities, dues, sums of moneycosts, expenses, specialties and fees and costs (or causes of action of any kind, nature or description, whether directbased in law, indirect equity, contract, tort, implied or consequentialexpress warranty, incidental strict liability, criminal or civil statute, common law, or under any state or federal law or otherwise, including attorney’s fees, accountants’ fees and court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction from the beginning of time to the Agreement Effective Time (“Claims”), whether now known or unknown, past or present, liquidated or unliquidated, suspected or unsuspected, that Capital Returns or any of its Related Parties which the Company has had, now has, or at any time previously hadmight hereafter have, or shall or may has made claim to have in the future, as a record or beneficial owner of Common Shares or arising by virtue of or in against any manner related to any actions such Released Party with respect to the Merger Note Agreement, the Notes or the Company any other Transaction Document that, in each case, involve events, acts or its affairs omissions that have taken place on or before the Agreement Effective Time; provided, that nothing in this Agreement shall waive, release, bar, discharge, enjoindate hereof, or otherwise affect any Claims with respect to enforce the terms lender-borrower relationship evidenced by the Transaction Documents with respect to acts, omissions or events that have taken place on or before the date hereof. It is the intention of the Company 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 Agreementintention it waives and relinquishes all rights and benefits under Section 1542 of the Civil Code of the State of California (or any comparable provision of any other applicable law), which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A 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.” The Company 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 agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. The Company 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.

Release; Covenant Not to Xxx. (a) Capital ReturnsThe Company hereby absolutely and unconditionally waives, on behalf of itself releases, remises and for forever discharges the Purchasers, and any and all of its affiliated, associated, relatedtheir respective participants, parent and corporations, subsidiary entitiescorporations, successorsaffiliated corporations, assignsrelated funds, insurers, indemnitors, officers, directors, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys, and the each of their respective heirs, executors, administrators, successors and assigns of any such person or entity (each a “Related Parties”), irrevocably, absolutely and unconditionally releases, settles, acquits and forever discharges each of (i) the Company, (ii) Parent, (iii) each existing (as of the date of this Agreement) director, officer, employee, agent or other representative of the Company (the “Existing Company Parties”) and (iv) the Related Parties of each of the foregoing (the persons and entities referred to in the foregoing clauses (i)-(iv), collectively, the “Company Released PartiesParty”), from and against any and all causes of action, claims, actionssuits, rightsinvestigations, judgmentsproceedings, demands, obligations, liabilities, damages, fines, penalties, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, liabilities, dues, sums of moneycosts, expenses, specialties and fees and costs (or causes of action of any kind, nature or description, whether directbased in law, indirect equity, contract, tort, implied or consequentialexpress warranty, incidental strict liability, criminal or civil statute, common law, or under any state or federal law or otherwise, including attorney’s fees, accountants’ fees and court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction from the beginning of time to the Agreement Effective Time (“Claims”), whether now known or unknown, past or present, liquidated or unliquidated, suspected or unsuspected, that Capital Returns or any of its Related Parties which the Company has had, now has, or at any time previously hadmight hereafter have, or shall or may has made claim to have in the future, as a record or beneficial owner of Common Shares or arising by virtue of or in against any manner related to any actions such Released Party with respect to the Merger Note Agreement, the Notes or the Company any other Transaction Document that, in each case, involve events, acts or its affairs omissions that have taken place on or before the Agreement Effective Time; provided, that nothing in this Agreement shall waive, release, bar, discharge, enjoindate hereof, or otherwise affect any Claims with respect to enforce the terms lender-borrower relationship evidenced by the Transaction Documents with respect to acts, omissions or events that have taken place on or before the date hereof. It is the intention of the Company 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 Agreementintention it waives and relinquishes all rights and benefits under Section 1542 of the Civil Code of the State of California (or any comparable provision of any other applicable law), which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A 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.” The Company 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 agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. The Company 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. Northwest Pipe Company

Release; Covenant Not to Xxx. (a) Capital ReturnsIn consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party, on behalf of itself and for all of its affiliated, associated, related, parent and subsidiary entities, successors, assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives (each Loan Party and all such other Persons begin hereinafter referred to collectively as the respective heirs, executors, administrators, successors "Releasing Parties" and assigns of any such person or entity (“Related Parties”individually as a "Releasing Party"), irrevocablyhereby absolutely, absolutely unconditionally and unconditionally irrevocably releases, settles, acquits remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, members, managers, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives (Agent, each of (i) the Company, (ii) Parent, (iii) each existing (as of the date of this Agreement) director, officer, employee, agent or Lender and all such other representative of the Company (the “Existing Company Parties”) and (iv) the Related Parties of each of the foregoing (the persons and entities Persons being hereinafter referred to in collectively as the foregoing clauses (i)-(iv"Releasees" and individually as a "Releasee"), collectivelyof and from all demands, the “Company Released Parties”)actions, from and against any and all causes of action, suits, damages and any and all other claims, actionscounterclaims, rightsdefenses, judgmentsrights of set-off, obligationsdemands and liabilities whatsoever (individually, damagesa "Claim" and collectively, fines"Claims") of every name and nature, penalties, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, liabilities, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise, including attorney’s fees, accountants’ fees and court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction from the beginning of time to the Agreement Effective Time (“Claims”), whether now known or unknown, suspected or unsuspected, that Capital Returns both at law and in equity, which such Releasing Party may now or hereafter own, hold, have or claim to have against the Releasees or any of its Related Parties now hasthem for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time previously hadon or prior to the day and date of this Agreement for or on account of, or shall in relation to, or in any way in connection with this Agreement, the Credit Agreement, or any of the other Loan Documents or any of the transactions thereunder or related thereto. For the avoidance of doubt, the foregoing release is only a release of Claims that exist on or prior to the date of this Amendment and is not a release of any Claims that may have arise in the future, as a record or beneficial owner of Common Shares or arising by virtue of or in any manner related to any actions with respect to the Merger or the Company or its affairs on or before the Agreement Effective Time; provided, that nothing in this Agreement shall waive, release, bar, discharge, enjoin, or otherwise affect any Claims to enforce the terms of this Agreement.