Common use of Release of Claims Clause in Contracts

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.

Release of Claims. As used in this Release of Claims (athis “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement dated October 4, 2016 between TCEH Corp. (the “Company”) Subject to and upon the consummation Xxxxx X. Xxxxx (my “Employment Agreement”). For and in consideration of the Merger severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge the receipt Company and each of the Closing Merger Consideration to which the Stockholder is entitledits direct and indirect parent and subsidiary entities, the Stockholderand all of their respective predecessors, andsuccessors, if the Stockholder is a legal entityand past, together with the Stockholder’s officerscurrent, and future parent entities, affiliates, subsidiary entities, investors, directors, stockholdersshareholders, Subsidiaries and Affiliatesmembers, officers, general or limited partners, employees, attorneys, agents, and each representatives, and the employee benefit plans in which I am or have been a participant by virtue of their respective heirs, Representatives, successors and assigns my employment with or service to the Company (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actionsrelating to, causes or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, claimssuit, demandsarbitration, damagesor other proceeding covered by the terms hereof that is or may be initiated, judgmentsprosecuted, debtsor maintained by me or my descendants, dues dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and suits of every kind, nature and description whatsoever, whether release all rights known or unknownunknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, asserted I have no knowledge of any facts or unasserted, suspected circumstances that give rise or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or could give rise to any claims under any of the Releasors ever had, now has or may hereafter laws listed in the preceding paragraph and that I have not filed any claim against any of the ReleaseesReleasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or by reason to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any matterProceeding, cause or thing whatsoever that arose prior including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), except in each case to the Closing; providedextent such Proceeding relates to a claim not waived hereunder. Further, howeverI understand that, by executing this Release, I will be limiting the availability of certain remedies that nothing herein shall be deemed I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (ai) any right of the Stockholder expressly set forth in the Merger Agreement, including the right claims to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement my severance payments and benefits in accordance with the terms thereofof the Employment Agreement, (bii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any liabilities rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of a Releasee the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45]1 days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any remaining consideration period. I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the date that is sixty (60) days following the date of my termination of employment. 1 NTD: To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967). I hereby agree to waive any and all claims to re-employment with the Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates. The provisions of this Release will be binding upon my heirs, executors, administrators, legal representatives, and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release. This Release will be governed in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of law. Any dispute or claim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the federal and state courts located within Delaware. By execution of this Release, I am waiving any right to trial by jury in connection with any future transactions between the parties that are not related to the Merger Agreement suit, action, or the transactions contemplated thereby and (c) any employment compensation proceeding under or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.connection with this Release. Xxxxx X. Xxxxx

Release of Claims. I, _________________, in consideration of and subject to the performance by CARDIO DIAGNOSTICS, INC., a Delaware corporation (athe “Company”) Subject of its obligations under the Employment Agreement, dated as of ___________ _, 20__ (as amended from time to time, the “Agreement”), do hereby release and upon the consummation forever discharge as of the Merger date of my execution of this release (this “Release”) the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective Executive benefit plans and fiduciaries of such plans, and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s current and former officers, directors, stockholdersshareholders, Subsidiaries Executives, attorneys, accountants and Affiliates, and agents of each of the foregoing in their respective heirs, Representatives, successors official and assigns personal capacities (such personscollectively, the “ReleasorsReleased Parties”)) to the extent provided below. I understand that any payments or benefits paid or granted to me under Section 5(b) of the Agreement represent, hereby in part, consideration for signing this Release and are not salary, wages or benefits to which I was already entitled. Such payments and benefits will not be considered compensation for purposes of any Executive benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates. Releases. I knowingly and voluntarily (on behalf of myself, my spouse, my heirs, executors, administrators, agents and assigns, past and present) fully and unconditionally (subject to forever release and discharge the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, Company and the Company Stockholders prior to Closing (such persons, the “Releasees”), other Released Parties from and against any and all liabilitiesclaims, suits, controversies, actions, causes of action, cross claims, counterclaims, demands, damagesdebts, liens, contracts, covenants, suits, rights, obligations, expenses, judgments, debtscompensatory damages, dues liquid damages, punitive or exemplary damages, other damages, claims for costs and suits attorneys’ fees, orders and liabilities of every kindwhatever kind of nature, nature in law and description whatsoeverin equity, in contract of in tort, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute vested or contingent, unmatured suspected, or inchoateclaimed, both at law and in equity, which against the Stockholder Company or any of the Releasors ever hadReleased Parties which I, now has my spouse, or may hereafter have against any of my heirs, executors, administrators or assigns, may have, which arise out of or relate to my employment with, or my separation or termination from, the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior Company up to the Closing; provideddate of my execution of this Release (including, howeverbut not limited to, that nothing herein shall be deemed to release (a) any right allegation, claim of violation arising under: Title VII of the Stockholder expressly set forth Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in the Merger AgreementEmployment Act of 1967, as amended (including the right to receive Older Workers Benefit Protection Act), the Closing Merger Consideration to which it may be entitled pursuant to Equal Pay Act of 1963, as amended; the Merger Agreement in accordance Americans with Disabilities Act of 1990; the terms thereofFamily and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Executive Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, (b) state or local civil or human rights law, or under any liabilities other local state or federal law, regulation or ordinance; or under any public policy, contract of a Releasee in connection with tort, or under common law; or arising under any future transactions between the parties that are not related to the Merger Agreement policies, practices or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee procedures of the Company; or any claim for wrongful discharge, breach of the Agreement, infliction of emotional distress or defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (collectively, the “Claims”). Executive agrees that this Agreement is intended to include all claims, if any, that Executive may have against the Company, and that this Agreement extinguishes those claims. I represent that I have made no assignment of transfer of any right, claim, demand, cause of action, or other matter covered by Section 2 above. In signing this Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the claims, demands and causes of action herein above mentioned or implied. I expressly consent that this Release shall be given full force and effect according to each and all of its Affiliates express terms and provisions, including those relating to unknown and unsuspected claims up to the date of my execution of this Release, if any, as well as those relating to any other claims hereinabove mentioned. I acknowledge and agree that this waiver is an essential and material term of this Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a claim seeking damages against the Company, this Release shall serve as a complete defense to such claims as to my rights and entitlements. I further agree that I am not aware of any pending charge or its Subsidiariescomplaint of the type described in Section 2 above as of the date of my execution of this Release.

Release of Claims. (a) Subject to Effective as of, and conditioned upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledoccurrence of, the Closing, each Stockholder, for itself and on behalf of each of its Affiliates and each of their respective successors (each, a “Releasing Party”), hereby unequivocally, voluntarily, knowingly, willingly, unconditionally, completely and, irrevocably releases, acquits, exculpates and forever waives and relinquishes all claims, suits, debts, demands, liabilities, setoffs, counterclaims, actions, manners of action and causes of action of whatever kind or nature, whether known or unknown (collectively, “Claims”), which any Releasing Party has, may have or might have or may assert now or in the future, against the Company and its Subsidiaries and their respective Representatives (in each case, solely in their capacity as such), successors and permitted assigns, and, if after the Stockholder is a legal entityClosing, together with the Stockholder’s officers, directors, stockholders, Subsidiaries Acquiror and Affiliatesits Subsidiaries, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employeesowners, counsel and agentspartners, and the Company Stockholders prior to Closing managers or employees (such personsin each case, solely in their capacity as such) (collectively, the “ReleaseesReleased Parties”)) to the extent arising out of, based upon or resulting from and against any and all liabilitiesContract, actionstransaction, causes of event, circumstance, action, claims, demands, damages, judgments, debts, dues and suits failure to act or occurrence of every kind, nature and description whatsoeverany sort or type, whether known or unknown, asserted and which, in each and every case, occurred, existed, was taken, permitted, incurred or unasserted, suspected begun at or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; Closing, in each case solely with regard to the Company, the business or operations of the Company prior to the Closing or the Transactions; provided, however, that nothing herein contained in this Section 5(j) shall be deemed to release construed as a waiver of any rights under (ai) this Agreement, (ii) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration other Transaction Agreement to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofany Releasing Party is party, (biii) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or if such Stockholder is an employee of the Company, its Affiliates rights to accrued but unpaid salary, bonuses, expense reimbursements (in accordance with Company’s employee expense reimbursement policy), accrued vacation and other benefits under the Company’s employee benefit plans, or its Subsidiaries(iv) any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses), including any rights to indemnification, exculpation, advancement of expense or similar rights set forth in the Governing Documents of the Company, any indemnification agreement between the Company and such Stockholder, or as provided by law or any directors’ and officers’ liability insurance.

Release of Claims. As used in this Release of Claims (athis “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement dated October 4, 2016, between TCEH Corp. (the “Company”) Subject to and upon the consummation Xxxxxx X. Xxxxxx (my “Employment Agreement”). For and in consideration of the Merger severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge the receipt Company and each of the Closing Merger Consideration to which the Stockholder is entitledits direct and indirect parent and subsidiary entities, the Stockholderand all of their respective predecessors, andsuccessors, if the Stockholder is a legal entityand past, together with the Stockholder’s officerscurrent, and future parent entities, affiliates, subsidiary entities, investors, directors, stockholdersshareholders, Subsidiaries and Affiliatesmembers, officers, general or limited partners, employees, attorneys, agents, and each representatives, and the employee benefit plans in which I am or have been a participant by virtue of their respective heirs, Representatives, successors and assigns my employment with or service to the Company (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actionsrelating to, causes or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, claimssuit, demandsarbitration, damagesor other proceeding covered by the terms hereof that is or may be initiated, judgmentsprosecuted, debtsor maintained by me or my descendants, dues dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and suits of every kind, nature and description whatsoever, whether release all rights known or unknownunknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, asserted I have no knowledge of any facts or unasserted, suspected circumstances that give rise or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or could give rise to any claims under any of the Releasors ever had, now has or may hereafter laws listed in the preceding paragraph and that I have not filed any claim against any of the ReleaseesReleasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or by reason to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any matterProceeding, cause or thing whatsoever that arose prior including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), except in each case to the Closing; providedextent such Proceeding relates to a claim not waived hereunder. Further, howeverI understand that, by executing this Release, I will be limiting the availability of certain remedies that nothing herein shall be deemed I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (ai) any right of the Stockholder expressly set forth in the Merger Agreement, including the right claims to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement my severance payments and benefits in accordance with the terms thereofof the Employment Agreement, (bii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any liabilities rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of a Releasee the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45]1 days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any remaining consideration period. I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the date that is sixty (60) days following the date of my termination of employment. 1 NTD: To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967). I hereby agree to waive any and all claims to re-employment with the Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates. The provisions of this Release will be binding upon my heirs, executors, administrators, legal representatives, and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release. This Release will be governed in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of law. Any dispute or claim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the federal and state courts located within Delaware. By execution of this Release, I am waiving any right to trial by jury in connection with any future transactions between the parties that are not related to the Merger Agreement suit, action, or the transactions contemplated thereby and (c) any employment compensation proceeding under or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.connection with this Release. Xxxxxx X. Xxxxxx

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitleda)The Note Holder, the Stockholderon his, her or its behalf and, if and only to the Stockholder is a legal entityextent permitted under applicable Law, together with on behalf of any of the StockholderNote Holder’s officersheirs, directors, stockholders, Subsidiaries and Affiliatessuccessors in interest or assigns, and each all other Persons that might allege a claim, demand, complaint, cause of their respective heirsaction, Representativessuit, successors and assigns proceeding, arbitration, audit, hearing, investigation or inquiry (such personswhether formal or informal, civil, criminal or administrative) (each, a “Claim”) through the “Releasors”)Note Holder or on his, her or its behalf, hereby fully knowingly, fully, unconditionally and unconditionally irrevocably (subject i) acknowledges and agrees that he, she or it has no rights or entitlements with respect to the receipt any Company Convertible Notes except as set forth on Exhibit A hereto, (ii) acknowledges and agrees that such Note Holder has no current or potential right, title, license, claim, or unassigned personal interest of the amounts specified in this paragraphany kind to any Company-Owned IP, and (iii) releases, acquits and forever discharges, effective as of immediately prior to the fullest extent permitted by lawEffective Time, each any and all Claims (whether held directly, derivatively, or otherwise) that the Note Holder has or may have against the Company or any present or former director, officer, manager, employee or agent of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (in such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverPerson’s capacity as such, whether asserted or unasserted, known or unknown, asserted contingent or unassertednoncontingent, suspected past or unsuspectedpresent, absolute arising or contingentresulting from or relating, unmatured directly or inchoateindirectly, both at law to any act, omission, event or occurrence prior to the Closing relating to the Company, including with respect to the Company Capital Stock, Company Convertible Notes, or any other equity interests in the Company and/or any rights or interests therein (collectively, the “Released Claims”). The Note Holder, on his, her or its behalf and, if and only to the extent permitted under applicable Law, on behalf of the Note Holder’s successors in equityinterest or assigns and all Persons that might allege a Claim through the Note Holder or on the Note Holder’s behalf, which hereby knowingly, fully, unconditionally and irrevocably waives any Claim or right of recourse he, she or it may have against the Stockholder or Company with respect to the Company’s breach of any of the Releasors ever had, now has or may hereafter have against any representations and warranties set forth in Article IV of the ReleaseesBCA and the covenants of the Company set forth in Article VI of the BCA. Notwithstanding the foregoing, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall in this Section 3 will be deemed to constitute release (ai) by the Note Holder of any of his, her or its rights under this Agreement or any other Transaction Document to which it is a party or (ii) to the extent the Note Holder is a director, officer, employee, agent, consultant or independent contractor of the Company, by the Note Holder of any right of the Stockholder expressly set forth in the Merger Agreement, including the right Note Holder to receive the Closing Merger Consideration to which it may be entitled pursuant accrued but unpaid wages, salary, compensation, bonuses, accrued vacation and any other accrued but unpaid compensation and/or benefits (other than any equity-based compensation) owed to the Merger Agreement Note Holder in accordance with the terms thereofhis, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement her or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her its capacity as a director, manager, officer service provider or employee any employment rights that cannot be waived as a matter of the Company, its Affiliates or its Subsidiariesapplicable Law.

Release of Claims. (a) Subject to You, on your own behalf and upon the consummation on behalf of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledyour descendants, the Stockholderdependents, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representativesexecutors and administrators and permitted assigns, successors past and assigns present (such persons, the “Releasors”), in consideration for the amounts payable and benefits to be provided to you hereunder, hereby fully unconditionally and unconditionally irrevocably (subject to the receipt of the amounts specified in this paragraphSection 4(f)) releasescovenant not to xxx or pursue any litigation against, acquits and forever dischargeswaive, to the fullest extent permitted by law, each of Acquiror, Merger Sub, release and discharge the Company, each of their subsidiaries its direct and indirect parent, assigns, subsidiaries, affiliates (including, without limitation, Parent), predecessors and their respective pastsuccessors, and the past and present or future shareholders, partners, employees, officers, directors, employeesmembers, counsel representatives and agents, and the Company Stockholders prior to Closing agents of any of them (such personscollectively, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damagesrights, judgments, debtsdefenses, dues actions, charges or causes of action whatsoever, of any and suits of every kind, nature kind and description whatsoeverdescription, whether known or unknown, asserted accrued or unassertednot accrued, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors that you ever had, now has have or shall or may hereafter have against any of or assert in the Releaseesfuture, on or by reason of any matter, cause facts or thing whatsoever that arose omissions which have occurred on or prior to the Closing; date you sign this Agreement, against the Releasees (collectively, “Claims”), including, without limiting the generality of the foregoing, (x) any and all Claims relating to your employment with the Company Group or the separation therefrom or your service as an officer or director of any member of the Company Group or the separation from such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or separation from employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (“ADEA,” a law that prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993, the Fair Labor Standards Act of 1938, the Xxxxxxxx-Xxxxx Act of 2002, all as amended, and other Federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, all claims under Federal, state or local laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, whistleblowing, and any related claims for attorneys’ fees and costs and (y) any and all Claims with respect to any equity, equity-based or other incentive compensation, other than any vested equity and other rights retained by you pursuant to Section 1(c) hereof (the “Release”); provided, however, that nothing herein shall be deemed release the Company from any of its obligations to release you under this Agreement (a) including, without limitation, its obligation to pay the amounts and provide the benefits upon which this Release is conditioned), any right rights you may have as a holder of the Stockholder expressly set forth Common Units in the Merger Parent under Parent’s Limited Liability Agreement, including any rights you may have under the right Company’s 401(k) plan, any rights you may have to receive the Closing Merger Consideration to indemnification under any insurance coverage or other benefits under any directors and officers insurance or similar policies, or any rights which it may not be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity released as a director, manager, officer or employee matter of the Company, its Affiliates or its Subsidiarieslaw.

Release of Claims. (a) Subject to In consideration for entering into this agreement, the sufficiency of which is acknowledged, and upon excepting only the consummation contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each of the Merger Borrowers hereby irrevocably releases and forever discharges the receipt Lender and each of the Closing Merger Consideration to which the Stockholder is entitledits affiliates, the Stockholdersubsidiaries, andsuccessors, if the Stockholder is a legal entity, together with the Stockholder’s officersassigns, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, representatives and attorneys (each, a “Released Person”) of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as of the Company Stockholders prior date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent to Closing the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions (such personscollectively, the “ReleaseesClaims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all liabilitiesClaims and any loss, actionscost, causes of actionliability, claimsdamage or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person in investigating, demandspreparing for, damagesdefending against, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known providing evidence or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee producing documents in connection with or taking other action in respect of any future transactions between the parties that are not related to the Merger Agreement commenced or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a directorthreatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, managerUNANTICIPATED OR MISUNDERSTOOD DEFENSES, officer or employee of the CompanyCLAIMS, its Affiliates or its SubsidiariesCONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.

Release of Claims. (a) Subject The Borrowers acknowledge and confirm their obligations to and upon the consummation Lenders for repayment of the Merger Loans and indebtedness evidenced by the Notes (the “Indebtedness”), and the receipt Guarantor acknowledges and confirms its obligations to the Agent and the Lenders for the obligations of the Closing Merger Consideration to which Borrowers as set forth in its Guaranty. The Borrowers and the Stockholder is entitledGuarantor further acknowledge and represent that they have no defense, the Stockholdercounterclaim, andoffset, if the Stockholder is a legal entitycross-complaint, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each claim or demand of their respective heirs, Representatives, successors and assigns any kind or nature whatsoever (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject Loan Defenses” ) that can be asserted to reduce or eliminate all or any part of their liability to repay the Indebtedness to the receipt Lenders. To the extent that any such Loan Defenses exist, and for and in consideration of the amounts specified Lenders’ commitments contained in this paragraph) releasesAgreement, acquits the receipt and sufficiency of which are hereby acknowledged, they are hereby fully, forever dischargesand irrevocably released. By their execution below, to for and in consideration of the fullest extent permitted by lawLenders’ commitments contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Borrowers and the Guarantor, for themselves and for their respective successors, executors, heirs, administrators, and assigns, each of Acquiror, Merger Sub, hereby acknowledge and agree that neither the Company, each Lenders nor any of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, servants, representatives, attorneys, loan participants, successors, successors-in-interest, predecessors-in-interest and the Company Stockholders prior assigns (hereinafter referred to Closing (such persons, collectively as the “ReleaseesReleased Parties”) have interfered with or impaired the acquisition, collection, use, ownership, disposition, disbursement, leasing or sale of any of the collateral that secures the Loan (the “Collateral”), and that neither the Borrowers nor the Guarantor have any claim of any nature whatsoever, at law, in equity or otherwise, against the Released Parties, or any of them, as a result of any acts or omissions of the Released Parties, or any of them, under the Loan Documents or in connection with the Loans or the Collateral prior to and including the date hereof. Each of the Borrowers and the Guarantor, for themselves and for their respective successors, executors, heirs, administrators, and assigns, hereby unconditionally waive and release the Released Parties, and forever discharge the Released Parties, of and from and against any and all liabilitiesmanner of action, actionssuits, claims, counterclaims, causes of action, claimsoffsets, demandsdeductions, breach or breaches, default or defaults, debts, dues, sums of money, accounts, deposits, damages, judgmentsexpenses, debtslosses, dues liabilities, costs, expenses, any and suits all demands whatsoever and compensation of every kindkind and nature, nature past, present, and description whatsoeverfuture, whether known or unknownunknown (herein collectively, asserted or unasserted“Claims”) that the Borrowers, suspected or unsuspectedthe Guarantor, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever hadBorrowers’, now has or may hereafter have against any of the ReleaseesGuarantor’s successors, on successors-in-interest, heirs, executors, administrators, or assigns, or any one of them, can or now have or may have at any time hereafter against the Released Parties, or any of them, by reason of any matter, cause cause, transaction, occurrence or omission whatsoever, that happened or has happened on or before the date of this Agreement, on account of or arising from or that is connected in any manner whatsoever with the Loans, the Indebtedness, the Collateral, the Loan Documents, any related documents, or any and all collateral that has served or is serving as security for the Loans or the Loan Documents, or that is related to any and all transactions and dealings with among Lenders, the Borrowers and/or the Guarantor, or any other matter or thing whatsoever that arose prior to has occurred before the Closing; provided, however, that nothing herein shall be deemed to release (a) any right signing of the Stockholder expressly set forth in the Merger Agreement, including known or unknown. Any and all such Claims are hereby declared to be satisfied and settled, and the right Borrowers and the Guarantor, for themselves and for their respective successors, executors, heirs, administrators, and assigns, each hereby discharge the Released Parties from any liability with respect to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesall such Claims.

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt Effective as of the Closing Merger Consideration to which Date, Holder, for itself and its Affiliates (as defined below), whether an Affiliate as of the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and AffiliatesClosing Date or hereafter becoming an Affiliate, and for each of their respective predecessors, successors, assigns, heirs, Representativesrepresentatives, successors and assigns agents and for all related parties, and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (such personscollectively, the “ReleasorsHolder Parties”) hereby irrevocably, unconditionally and forever releases, discharges and remises CMGR and each of its Affiliates (whether an Affiliate as of the Closing Date or later), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective pastpredecessors, present or future officerssuccessors, directorsassigns, employeesheirs, counsel and agentsrepresentatives, and the Company Stockholders prior to Closing agents and for all related parties and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (such personscollectively, the “ReleaseesCMGR Parties”), from and against all claims of any type and all liabilities, manner of action and actions, cause and causes of action, claimssuits, demandsdebts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, debtsexecutions, dues claims and suits of every kind, nature and description demands whatsoever, whether in law or in equity, known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or that any of the Releasors ever had, Holder Party may have now has or may hereafter have in the future, against any of the ReleaseesCMGR Parties to the extent that those claims arose, may have arisen, or are based on events which occurred at any point in the past up to and including the Closing Date, to the extent related to or arising out of or in connection with the Debt or the Note, but excluding any claims arising out of or pertaining to this Agreement (collectively, the “Holder Released Claims”). Holder represents and warrants that no Holder Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Holder Released Claims released herein are owned by Hxxxxx, which has the respective sole authority to release them. Hxxxxx, on its own behalf and on behalf of the other Holder Parties, agrees that the Holder Parties shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Holder Released Claim, which is released and discharged herein. For purposes herein, (i) “Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by reason of any matteror is under common Control with, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release specified Person; (ii) “Control” means (a) any right the possession, directly or indirectly, of the Stockholder expressly set forth in power to vote 10% or more of the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofsecurities or other equity interests of a Person having ordinary voting power, (b) any liabilities the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement Person, by contractor otherwise, or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as being a director, managerofficer, officer executor, trustee or employee fiduciary (or their equivalents) of the Companya Person or a Person that controls such Person; and (iii) “Person” means a natural person, its Affiliates a corporation, a limited liability company, a partnership, an association, a trust or its Subsidiariesany other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Release of Claims. As used in this Release of Claims (athis “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement dated October 4, 2016 between TCEH Corp. (the “Company”) Subject to and upon the consummation Xxxxxx Xxx Xxxxx (my “Employment Agreement”). For and in consideration of the Merger severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge the receipt Company and each of the Closing Merger Consideration to which the Stockholder is entitledits direct and indirect parent and subsidiary entities, the Stockholderand all of their respective predecessors, andsuccessors, if the Stockholder is a legal entityand past, together with the Stockholder’s officerscurrent, and future parent entities, affiliates, subsidiary entities, investors, directors, stockholdersshareholders, Subsidiaries and Affiliatesmembers, officers, general or limited partners, employees, attorneys, agents, and each representatives, and the employee benefit plans in which I am or have been a participant by virtue of their respective heirs, Representatives, successors and assigns my employment with or service to the Company (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actionsrelating to, causes or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, claimssuit, demandsarbitration, damagesor other proceeding covered by the terms hereof that is or may be initiated, judgmentsprosecuted, debtsor maintained by me or my descendants, dues dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and suits of every kind, nature and description whatsoever, whether release all rights known or unknownunknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, asserted I have no knowledge of any facts or unasserted, suspected circumstances that give rise or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or could give rise to any claims under any of the Releasors ever had, now has or may hereafter laws listed in the preceding paragraph and that I have not filed any claim against any of the ReleaseesReleasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or by reason to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any matterProceeding, cause or thing whatsoever that arose prior including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), except in each case to the Closing; providedextent such Proceeding relates to a claim not waived hereunder. Further, howeverI understand that, by executing this Release, I will be limiting the availability of certain remedies that nothing herein shall be deemed I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (ai) any right of the Stockholder expressly set forth in the Merger Agreement, including the right claims to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement my severance payments and benefits in accordance with the terms thereofof the Employment Agreement, (bii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any liabilities rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of a Releasee the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii) initiating or participating in connection an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45]1 days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any future transactions between remaining consideration period. I understand that after executing this Release, I have the parties right to revoke it within seven days after its execution. I understand that are this Release will not related become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Merger Agreement Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the transactions contemplated thereby and date that is sixty (c60) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee days following the date of the Company, its Affiliates or its Subsidiariesmy termination of employment.

Release of Claims. (a) Subject to and upon the consummation of the Merger The Borrower and the receipt of the Closing Merger Consideration to which the Stockholder is entitledother Credit Parties hereby releases, remises, acquits and forever discharges each Lender, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries Administrative Agent and Affiliates, each L/C Issuer and each of their respective heirsemployees, Representativesagents, successors and assigns (such personsrepresentatives, the “Releasors”)consultants, hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releasesattorneys, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employeespartners, counsel fiduciaries, predecessors, successors and agentsassigns, subsidiary corporations, parent corporations and the Company Stockholders prior to Closing related corporate divisions (such personscollectively, the “ReleaseesReleased Parties”), from and against any and all liabilities, actions, causes of action, judgments, executions, suits, debts, claims, demands, damagesliabilities, judgmentsobligations, debtsdamages and expenses of any and every character, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted direct or unassertedindirect, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and or in equity, which the Stockholder of whatever nature or kind, whether heretofore or hereafter arising, for or because of any manner of things done, omitted or suffered to be done by any of the Releasors ever hadReleased Parties prior to and including the date of execution hereof, now has and in any way directly or may hereafter have against any of the Releasees, on or by reason indirectly arising out of any matteror in any way connected to this Consent or the other Credit Documents (collectively, cause the “Released Matters”). The Borrower and each other Credit Party each hereby acknowledges that the agreements in this Section 9 are intended to be in full satisfaction of all or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee alleged injuries or damages arising in connection with the Released Matters. The Borrower and each other Credit Party each hereby represents and warrants to each Lender, Agent and each L/C Issuer that it has not purported to transfer, assign or otherwise convey any future transactions between the parties that are not related to the Merger Agreement right, title or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee interest of the CompanyBorrower or any other Credit Party in any Released Matter to any other Person and that the foregoing constitutes a full and complete release of all Released Matters. THE BORROWER AND EACH OTHER CREDIT PARTY AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, its Affiliates or its SubsidiariesUNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS CONSENT. THE BORROWER AND EACH OTHER CREDIT PARTY HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, THE BORROWER AND EACH OTHER CREDIT PARTY WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.

Release of Claims. (a) Subject to and upon the consummation In consideration of the Merger payment provided for in paragraph 2 above and other good and valuable consideration, the receipt receipt, adequacy, and sufficiency of which is hereby acknowledged, Employee and his heirs, executors, administrators, agents, assigns, receivers, attorneys, servants, legal representatives, predecessors and successors in interest, regardless of form, trustees in bankruptcy or otherwise, wards, and any other representative or entity acting on his or their behalf, pursuant to, or by virtue of the Closing Merger Consideration to which rights of any of them, do hereby now and forever unconditionally release, discharge, acquit and hold harmless the Stockholder is entitledCompany and any parent, subsidiary or related companies, and any and all of their employees, agents, administrators, assigns, receivers, attorneys, servants, legal representatives, affiliates, insurers, predecessors and successors in interest, regardless of form, trustees in bankruptcy or otherwise, insurance benefit plans, and any other representative or entity acting on its or their behalf (collectively, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”"Released Parties"), from and against any and all liabilitiesclaims, rights, demands, actions, suits, damages, losses, expenses, liabilities, indebtedness, and causes of action, claimsof whatever kind or nature that existed from the beginning of time through the date of execution of this Agreement, demandsregardless of whether known or unknown, damagesand regardless of whether asserted by Employee to date, judgmentsincluding, debtsbut not limited to, dues all claims for or relating to assault, battery, negligence, negligent hiring, negligent retention, negligent supervision, negligent training, negligent or intentional infliction of emotional distress, false imprisonment, defamation (whether libel or slander), personal injury, bodily injury, bad faith, pain and suits suffering, medical expenses, wage and hour, lost income and earnings (including, but not limited to, back pay, front pay and any other form of every kindpresent or future income, nature benefits and/or earnings), equitable reinstatement, breach of any express or implied contract, breach of the covenant of good faith and description whatsoeverfair dealing, workers' compensation, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, quid pro quo sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Employee Retirement Income Security Act, the Equal Pay Act, the Pregnancy Discrimination Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity. Employee further understands and warrants that this Agreement shall operate as a fully binding and complete resolution of all claims as to the parties to this Agreement and all parties represented by or claiming through such parties, and that he shall not be able to seek any monies for any claim, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on persons or by reason entities released hereunder other than as provided in paragraphs 2 and 6 of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger this Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.

Release of Claims. (a) Subject to paragraph 6 below and upon the consummation entry of the Merger Final Order, each Debtor and the receipt its estate shall be deemed to have forever waived, discharged, and released each of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates Existing RBL Secured Parties and their respective pastaffiliates, present assigns, or future successors and the respective members, managers, equity holders, affiliates, agents, attorneys, financial advisors, consultants, officers, directors, employees, counsel and agentsother representatives of the foregoing (all of the foregoing, and the Company Stockholders prior to Closing (such personscollectively, the “Existing RBL Secured Party Releasees”), solely in their capacity as such, from any and all “claims” (as defined in the Bankruptcy Code), counterclaims, causes of action (including causes of action in the nature of “lender liability”), defenses, setoff, recoupment, other offset rights, and other rights of disgorgement or recovery against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverthe Existing RBL Secured Party Releasees, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both arising at law and or in equity, which relating to and/or otherwise in connection with the Stockholder Existing RBL Obligations, the Existing RBL Liens, or the debtor-creditor relationship between any of the Releasors ever hadExisting RBL Secured Parties, now has or may hereafter have against on the one hand, and any of the ReleaseesDebtors, on or by reason of any matterthe other hand, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release including (a) any right recharacterization, subordination, avoidance, disallowance, or other claim arising under or pursuant to section 105 or chapter 5 of the Stockholder expressly set forth in the Merger AgreementBankruptcy Code or under any other similar provisions of applicable state law, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereoffederal law, or municipal law and (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related right or basis to challenge or object to the Merger Agreement amount, validity, or enforceability of the Existing RBL Obligations or any payments or other transfers made on account of the Existing RBL Obligations, or the transactions contemplated thereby and (c) any employment compensation validity, enforceability, priority, or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee non-avoidability of the CompanyExisting RBL Liens securing the Existing RBL Obligations, its Affiliates including any right or its Subsidiaries.basis to seek any disgorgement or recovery of payments of cash or any other distributions or transfers previously received by any of the Existing RBL Secured Party Releasees; provided, that the Existing RBL Secured Party Releases shall be limited to such claims arising prior to or including the date of the entry of the Final Order. 241

Release of Claims. (a) Subject to and upon the consummation Effective as of the Merger Effective Date, each Party, for itself and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliatesits Affiliates (as defined below), and each of their respective predecessors, successors, assigns, heirs, Representativesrepresentatives, successors and assigns agents and for all related parties, and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (such personscollectively, the “ReleasorsReleasor Parties”) hereby irrevocably, unconditionally and forever release, discharge and remise the other Party and its Affiliates (whether an Affiliate as of the Effective Date or later), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective pastpredecessors, present or future officerssuccessors, directorsassigns, employeesheirs, counsel and agentsrepresentatives, and the Company Stockholders prior to Closing agents and for all related parties and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (such personscollectively, the “ReleaseesReleased Parties”), from and against all claims of any type and all liabilities, manner of action and actions, cause and causes of action, claimssuits, demandsdebts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, debtsexecutions, dues claims and suits of every kind, nature and description demands whatsoever, whether in law or in equity, known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or that any of the Releasors ever had, Releasor Party may have now has or may hereafter have in the future, against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior Released Parties to the Closing; providedextent that those claims arose, howevermay have arisen, that nothing herein shall be deemed to release (a) any right of or are based on the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Share Purchase Agreement or the transactions contemplated thereby therein and to the extent that those claims arose, may have arisen, or events which occurred at any point in the past up to and including the Effective Date (c) collectively, the “Released Claims”). Each Party represents and warrants that no Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Released Claims released herein are owned by the Party releasing the same, which has the respective sole authority to release them. Each releasing Party, on behalf of itself and its related Releasor Parties, agrees that it shall forever refrain and forebear from commencing, instituting or prosecuting any employment compensation lawsuit action or benefits matter affecting proceeding, judicial, administrative or otherwise collect or enforce any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its SubsidiariesReleased Claim which is released and discharged herein.

Release of Claims. Effective on the date hereof, each Credit Party hereby acknowledges that: (a) Subject it has no defenses, claims or set-offs to the enforcement by the Administrative Agent, Collateral Agent or any Lender of Credit Parties’ liabilities, obligations and upon agreements on the consummation date hereof and (b) to its knowledge, the Administrative Agent, the Collateral Agent and each Lender has fully performed all undertakings and obligations owed to it as of the Merger date hereof. Each Credit Party hereby remises, releases, acquits, satisfies and forever discharges the receipt of the Closing Merger Consideration to which the Stockholder is entitledAdministrative Agent, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries Collateral Agent and Affiliateseach Lender (solely in their respective capacities as such), and each of their respective heirsagents, Representativesemployees, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employeespredecessors, counsel attorneys and agents, and all others acting or purporting to act on behalf of or at the Company Stockholders prior to Closing (such personsdirection of the Administrative Agent, the Collateral Agent or any Lender (“Releasees”), of and from and against any and all liabilities, manner of actions, causes of action, claimssuit, demandsdebts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, debts, dues claims and suits of every kind, nature and description demands whatsoever, whether known or unknown, asserted in law or unassertedin equity (collectively, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equitythe “Claims”), which the Stockholder or any of the Releasors such parties ever had, now has or may hereafter have against any of the Releaseesor, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee extent arising from or in connection with any future transactions between the parties that are not related act, omission or state of facts taken or existing on or prior to the Merger date hereof in connection with the Credit Agreement or any Credit Document; provided, that, for the transactions contemplated thereby and avoidance of doubt, this Section 14 shall not apply to (ci) any employment compensation Claims arising from any Releasee’s obligations under this Amendment, (ii) any Claims arising from any Releasee’s gross negligence or benefits matter affecting willful misconduct or (iii) any Releasor in his or her capacity as a director, manager, officer or employee future Claims of any Credit Party against any Releasee based on facts existing after the Company, its Affiliates or its Subsidiariesdate hereof.

Release of Claims. In order to induce the Administrative Agent and the Lenders to enter into this Consent, each Credit Party, on behalf of itself and its respective Related Parties (collectively, the “Releasing Parties”), acknowledges and agrees that: (a) Subject to and upon the consummation none of the Merger and the receipt Releasing Parties presently has any claim or cause of action against any of the Closing Merger Consideration to which the Stockholder is entitledAdministrative Agent, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each any Lender or any of their respective heirs, Representatives, successors and assigns Related Parties (such personscollectively, the “ReleasorsReleased Parties”), hereby fully and unconditionally ) relating to or arising out of any Loan Document or any agreement entered into in connection therewith; (subject b) to the receipt actual (and not constructive or imputed) knowledge of any officer of any Credit Party, none of the amounts specified in this paragraph) releasesReleasing Parties presently has any offset right, acquits and forever dischargescounterclaim or defense of any kind against any of their respective Obligations, debt or liabilities to the fullest extent permitted by law, Administrative Agent or any Lender; and (c) each of Acquiror, Merger Sub, the Company, each Released Parties has heretofore properly performed and satisfied in a timely manner all of their subsidiaries and affiliates its obligations to the Credit Parties and their respective pastSubsidiaries under the Loan Documents to which it is a party. Each of the Credit Parties wishes to eliminate any possibility that any past conditions, present acts, omissions, events, circumstances or future officersmatters would impair or otherwise adversely affect any of the Administrative Agent or any Lenders’ rights, directorsinterests, employeescontracts, counsel and agents, and or remedies under the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverLoan Documents, whether known or unknown, asserted as applicable. Therefore, each of the Credit Parties, on behalf of the Releasing Parties, unconditionally releases, waives and forever discharges (x) any and all liabilities, obligations, duties, promises or unasserteddebt of any kind of the Administrative Agent and each Lender to the Releasing Parties, suspected in each case, occurring, existing or unsuspectedarising on or prior to the date of this Consent, absolute and (y) all claims, offsets, causes of action, suits or contingentdefenses of any kind whatsoever (if any), unmatured or inchoate, both whether arising at law and or in equity, whether known or unknown, which the Stockholder or any of the Releasors ever had, now has or may hereafter Releasing Parties might otherwise have against any of the ReleaseesReleased Parties for actions taken or not taken on or prior to the date of this Consent, in each case under clause (x) or clause (y), (A) whether known or unknown, on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, debt, claim, cause of action, defense, circumstance or matter of any kind, (B) other than any such liabilities, obligations, claims, causes of action or suits resulting from the gross negligence or willful misconduct of the Administrative Agent or any Lender, as determined by a court of competent jurisdiction in a final non-appealable judgment and (C) relating to or arising out of the Loan Documents or any agreement entered into in connection therewith. The Released Parties shall not be liable with respect to, and each of the Credit Parties hereby waives, releases and agrees not to xxx for, any special, indirect or consequential damages relating to the Loan Documents or arising out of activities in connection herewith or therewith (whether before, on or by reason of any matter, cause or thing whatsoever that arose prior to after the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesdate hereof).

Release of Claims. (a) Subject to paragraph 6 below and upon the consummation entry of the Merger Final Order, each Debtor and the receipt its estate shall be deemed to have forever waived, discharged, and released each of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates Existing Second Lien Secured Parties and their respective pastaffiliates, present assigns, or future successors and the respective members, managers, equity holders, affiliates, agents, attorneys, financial advisors, consultants, officers, directors, employees, counsel and agentsother representatives of the foregoing (all of the foregoing, and the Company Stockholders prior to Closing (such personscollectively, the “Existing Second Lien Secured Party Releasees”), solely in their capacity as such, from any and all “claims” (as defined in the Bankruptcy Code), counterclaims, causes of action (including causes of action in the nature of “lender liability”), defenses, setoff, recoupment, other offset rights, and other rights of disgorgement or recovery against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverthe Existing Second Lien Secured Party Releasees, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both arising at law and or in equity, which relating to and/or otherwise in connection with the Stockholder Existing Second Lien Obligations, the Existing Second Liens, or the debtor-creditor relationship between any of the Releasors ever hadExisting Second Lien Secured Parties, now has or may hereafter have against on the one hand, and any of the ReleaseesDebtors, on or by reason of any matterthe other hand, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release including (a) any right recharacterization, subordination, avoidance, disallowance, or other claim arising under or pursuant to section 105 or chapter 5 of the Stockholder expressly set forth in the Merger AgreementBankruptcy Code or under any other similar provisions of applicable state law, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereoffederal law, or municipal law and (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related right or basis to challenge or object to the Merger Agreement amount, validity, or enforceability of the Existing Second Lien Obligations or any payments or other transfers made on account of the Existing Second Lien Obligations, or the transactions contemplated thereby and (c) any employment compensation validity, enforceability, priority, or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee non-avoidability of the CompanyExisting Second Liens securing the Existing Second Lien Obligations, its Affiliates including any right or its Subsidiariesbasis to seek any disgorgement or recovery of payments of cash or any other distributions or transfers previously received by any of the Existing Second Lien Secured Party Releasees; provided, that the Existing Second Lien Secured Party Releases shall be limited to such claims arising prior to or including the date of the entry of the Final Order.

Release of Claims. The undersigned hereby consents to the Merger and, effective as of the Effective Time (aas defined in the Merger Agreement) Subject to and conditioned upon the consummation effectiveness of the Merger Merger, irrevocably, unconditionally and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) completely releases, acquits and forever discharges, to the fullest extent permitted by law, discharges each of Acquirorthe Releasees (as defined below) from any Claim (as defined below), Merger Suband hereby irrevocably, unconditionally and completely waives and relinquishes each and every Claim that the Company, each of their subsidiaries and affiliates and their respective undersigned may have had in the past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, may now has have or may hereafter have in the future against any of the Releasees, on relating to or arising out of: any written or oral agreements or arrangements occurring, existing or entered into by reason of the undersigned at any matter, cause or thing whatsoever that arose time up to immediately prior to the Closing; Effective Time; and any events, matters, causes, things, acts, omissions or conduct, occurring or existing at any time up to immediately prior to the Effective Time, including, without limitation, any Claim: (i) to the effect that the undersigned is or may be entitled to any compensation, benefits or perquisites from the Company or any of its direct or indirect subsidiaries; or (ii) otherwise arising (directly or indirectly) out of or in any way connected with the undersigned's employment or other relationship with the Company or any of its direct or indirect subsidiaries; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in undersigned is not releasing the Merger Agreementundersigned's rights, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to if any: under the Merger Agreement in accordance with and the terms thereof, (b) any liabilities of a Releasee related documents executed in connection therewith; under the indemnification provisions contained in the Articles of Incorporation or Bylaws of the Company or any of its subsidiaries; with any future transactions between respect to salaries, bonuses and expenses that have accrued in the parties ordinary course of business consistent with past practices; to accrued vacation and vested benefits under the Company's employee benefit plans, other than with respect to options to acquire capital stock of the Company granted to the undersigned by the Company; and with respect to claims against Parent that are not related relate to or arise out of agreements, events, matters, causes, things, acts, omissions or conduct to the extent unrelated to the Company, the Merger, the Merger Agreement or and the other transactions contemplated thereby thereby, and (c) any employment compensation relationship between the undersigned and the Company or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of between Parent and the Company, its Affiliates or its Subsidiaries.. For purposes of this Agreement:

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of AcquirorParent, Merger Sub, the Company, each of their subsidiaries Subsidiaries and affiliates Affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the stockholders of the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt Effective as of the Closing Merger Consideration to which Date, each Party (the Stockholder is entitled“Releasing Party”), for itself and its Affiliates (as defined below), whether an Affiliate as of the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and AffiliatesClosing Date or hereafter becoming an Affiliate, and for each of their respective predecessors, successors, assigns, heirs, Representativesrepresentatives, successors and assigns agents and for all related parties, and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (such personscollectively, the “ReleasorsReleasing Entities”) hereby irrevocably, unconditionally and forever releases, discharges and remises the other Party and each of its Affiliates (whether an Affiliate as of the Closing Date or later), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective pastpredecessors, present or future officerssuccessors, directorsassigns, employeesheirs, counsel and agentsrepresentatives, and the Company Stockholders prior to Closing agents and for all related parties and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (such personscollectively, the “ReleaseesReleased Parties”), from and against all claims of any type and all liabilities, manner of action and actions, cause and causes of action, claimssuits, demandsdebts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, debtsexecutions, dues claims and suits of every kind, nature and description demands whatsoever, whether in law or in equity, known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or that any of the Releasors ever had, Releasing Entity may have now has or may hereafter have in the future, against any of the ReleaseesReleased Parties to the extent that those claims arose, may have arisen, or are based on events which occurred at any point in the past up to and including the Closing Date, to the extent related to or arising out of or in connection with the Debt or the Note, but excluding any claims arising out of or pertaining to this Agreement (collectively, the “Released Claims”). The Releasing Party represents and warrants that no Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Released Claims released herein are owned by the Releasing Party, which has the respective sole authority to release them. The Releasing Party, on its own behalf and on behalf of its other Releasing Entities, agrees that it and its other Releasing Entities shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Released Claim, which is released and discharged herein. For purposes herein, (i) “Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by reason of any matteror is under common Control with, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release specified Person; (ii) “Control” means (a) any right the possession, directly or indirectly, of the Stockholder expressly set forth in power to vote 10% or more of the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofsecurities or other equity interests of a Person having ordinary voting power, (b) any liabilities the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement Person, by contractor otherwise, or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as being a director, managerofficer, officer executor, trustee or employee fiduciary (or their equivalents) of the Companya Person or a Person that controls such Person; and (iii) “Person” means a natural person, its Affiliates a corporation, a limited liability company, a partnership, an association, a trust or its Subsidiariesany other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Release of Claims. As used in this Release of Claims (athis “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement dated October 4, 2016 between TCEH Corp. (the “Company”) Subject to and upon the consummation Xxxx Xxxxxxxx (my “Employment Agreement”). For and in consideration of the Merger severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge the receipt Company and each of the Closing Merger Consideration to which the Stockholder is entitledits direct and indirect parent and subsidiary entities, the Stockholderand all of their respective predecessors, andsuccessors, if the Stockholder is a legal entityand past, together with the Stockholder’s officerscurrent, and future parent entities, affiliates, subsidiary entities, investors, directors, stockholdersshareholders, Subsidiaries and Affiliatesmembers, officers, general or limited partners, employees, attorneys, agents, and each representatives, and the employee benefit plans in which I am or have been a participant by virtue of their respective heirs, Representatives, successors and assigns my employment with or service to the Company (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actionsrelating to, causes or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, claimssuit, demandsarbitration, damagesor other proceeding covered by the terms hereof that is or may be initiated, judgmentsprosecuted, debtsor maintained by me or my descendants, dues dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and suits of every kind, nature and description whatsoever, whether release all rights known or unknownunknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, asserted I have no knowledge of any facts or unasserted, suspected circumstances that give rise or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or could give rise to any claims under any of the Releasors ever had, now has or may hereafter laws listed in the preceding paragraph and that I have not filed any claim against any of the ReleaseesReleasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or by reason to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any matterProceeding, cause or thing whatsoever that arose prior including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), except in each case to the Closing; providedextent such Proceeding relates to a claim not waived hereunder. Further, howeverI understand that, by executing this Release, I will be limiting the availability of certain remedies that nothing herein shall be deemed I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (ai) any right of the Stockholder expressly set forth in the Merger Agreement, including the right claims to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement my severance payments and benefits in accordance with the terms thereofof the Employment Agreement, (bii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any liabilities rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of a Releasee the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii) initiating or participating in connection an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45]1 days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any future transactions between remaining consideration period. I understand that after executing this Release, I have the parties right to revoke it within seven days after its execution. I understand that are this Release will not related become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Merger Agreement Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the transactions contemplated thereby and date that is sixty (c60) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee days following the date of the Company, its Affiliates or its Subsidiariesmy termination of employment.

Release of Claims. (a) Subject to In consideration for the Separation Benefits and upon the consummation performance of the Merger Company of its obligations herein in connection therewith, Consultant, individually and on behalf of Consultant’s heirs, executors, administrators, attorneys or representatives, successors and assigns (hereinafter collectively referred to as the receipt “Consultant Parties”), hereby voluntarily, knowingly and willingly releases and forever discharges the Company and each of the Closing Merger Consideration to which the Stockholder is entitledits parents, the Stockholder, and, if the Stockholder is a legal entitysubsidiaries and affiliates, together with each of the Stockholder’s foregoing entities’ respective owners, principals, partners, officers, directors, stockholdersemployees, Subsidiaries agents, members, managers, attorneys, employee benefits plans and Affiliatessuch plans’ administrators, fiduciaries, trustees, record keepers and service providers, and each of their respective heirspredecessors, Representativessuccessors, successors and assigns (such persons, hereinafter collectively referred to as the “ReleasorsCompany Parties”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesrights, claims, charges, actions, causes of action, claimscomplaints, demandsgrievances, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, judgments, debts, dues and suits demands or liabilities of every kindkind whatsoever, nature and description whatsoeverin law or in equity, whether known or unknown, asserted or unasserted, suspected or unsuspectedunsuspected (collectively, absolute “Claims”) which Consultant or contingentConsultant’s executors, unmatured administrators, successors or inchoate, both at law and in equity, which the Stockholder or any of the Releasors assigns ever had, now has have or may hereafter claim to have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior whatsoever, arising from the beginning of time up to the Closing; Separation Date including, but not limited to (1) any such Claims relating in any way to Consultant’s service relationship with the Company or any other Company Party, or the termination thereof, (2) any Claims arising under any agreement between the Company and Consultant, (3) any Claims related to any right to stock options, common stock, equity or other equity interest in any of the Company Parties; and (4) any such Claims arising under Israeli law or any United States, state, or local statute or regulation; provided, however, that notwithstanding the foregoing, nothing herein contained in this Section shall be deemed in any way diminish or impair: (A) Consultant’s ability to release commence proceedings to enforce this Agreement; and (aB) any right of Claims Consultant may have that cannot be waived under applicable law (collectively, the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries“Excluded Claims”).

Release of Claims. (a) Subject a. The Loan Parties may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Credit Agreement or the other Loan Documents. The Administrative Agent, the Lenders, the Issuing Lender, the Swingline Lender, and upon the consummation Loan Parties desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus the Loan Parties make the releases contained in this Section 10. In consideration of the Merger Administrative Agent and the receipt Lenders entering into this Amendment, the Loan Parties hereby fully and unconditionally release and forever discharge each of the Closing Merger Consideration to which the Stockholder is entitledAdministrative Agent, the StockholderLenders, andthe Issuing Lender, if the Stockholder is a legal entitySwingline Lender and their respective directors, together with the Stockholder’s officers, directorsemployees, stockholderssubsidiaries, Subsidiaries and Affiliatesbranches, and each of their respective heirsaffiliates, Representativesattorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (such personscollectively, the “ReleasorsReleased Parties”), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actionsallegations, causes of action, claimscosts or demands and liabilities, demandsof whatever kind or nature, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverarising prior to the date on which this Amendment is executed, whether known or unknownunknown to the Loan Parties on the date hereof, whether liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, absolute anticipated or contingent, unmatured or inchoate, both at law and in equityunanticipated, which the Stockholder Loan Parties have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, in each case, arising out of the Loans, the Obligations, the Credit Agreement or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger AgreementLoan Documents, including the right to receive administration or enforcement thereof (collectively, all of the Closing Merger Consideration to foregoing, the “Claims”). The Loan Parties represent and warrant that they have no knowledge of any Claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which it may on the date hereof would be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities basis of a Releasee in connection with any future transactions between Claim by the parties Loan Parties against the Released Parties which is not released hereby. The Loan Parties represent and warrant that are not related to the Merger Agreement or the transactions contemplated thereby foregoing constitutes a full and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee complete release of the Company, its Affiliates or its Subsidiariesall Claims.

Release of Claims. (a) Subject The Borrower may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Credit Agreement or the other Loan Documents. The Administrative Agent, the Lenders, the Issuing Lender, the Swingline Lender, and upon the consummation Borrower desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus the Borrower makes the releases contained in this Section 14. In consideration of the Merger Administrative Agent and the receipt Lenders entering into this Amendment, the Borrower hereby fully and unconditionally releases and forever discharges each of the Closing Merger Consideration to which the Stockholder is entitledAdministrative Agent, the StockholderLenders, andthe Issuing Lender, if the Stockholder is a legal entitySwingline Lender and their respective directors, together with the Stockholder’s officers, directorsemployees, stockholderssubsidiaries, Subsidiaries and Affiliatesbranches, and each of their respective heirsaffiliates, Representativesattorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (such personscollectively, the “ReleasorsReleased Parties”), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actionsallegations, causes of action, claimscosts or demands and liabilities, demandsof whatever kind or nature, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverarising prior to the date on which this Amendment is executed, whether known or unknownunknown to the Borrower on the date hereof, whether liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, absolute anticipated or contingent, unmatured or inchoate, both at law and in equityunanticipated, which the Stockholder Borrower has against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, in each case, arising out of the Loans, the Obligations, the Credit Agreement or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger AgreementLoan Documents, including the right to receive administration or enforcement thereof (collectively, all of the Closing Merger Consideration to foregoing, the “Claims”). The Borrower represents and warrants that it has no knowledge of any Claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which it may on the date hereof would be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities basis of a Releasee in connection with any future transactions between Claim by the parties Borrower against the Released Parties which is not released hereby. The Borrower represents and warrants that are not related to the Merger Agreement or the transactions contemplated thereby foregoing constitutes a full and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee complete release of the Company, its Affiliates or its Subsidiariesall Claims.

Release of Claims. (a) Subject to The Guarantor represents and upon agrees that it has diligently and thoroughly investigated the consummation existence of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholderany Claim (as defined below), and, if to its knowledge and belief, no Claim exists and no facts exist that could give rise to or support a Claim. As additional consideration for the Stockholder is a legal entityCollateral Agent entering into this Guaranty, together with the Stockholder’s officersGuarantor by its execution of this Guaranty, and on behalf of itself and each of its respective agents, employees, directors, stockholdersofficers, Subsidiaries and Affiliatesattorneys, and each of their respective heirsbusiness advisors, Representativesaffiliates, subsidiaries, successors and assigns (such persons, the “Releasors”each a "RELEASING PARTY"), each hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits release and forever discharges, to the fullest extent permitted by law, discharge each Secured Creditor and each of Acquirorsuch Secured Creditor's agents, Merger Subdirect and indirect shareholders, the Company, each of their subsidiaries and affiliates and their respective past, present or future officersemployees, directors, employeesofficers, counsel attorneys, business advisors, branches, affiliates, subsidiaries, successors and agentsassigns (each a "RELEASED PARTY") from all damages, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of actionlosses, claims, demands, damagesliabilities, judgmentsobligations, debts, dues actions and suits causes of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which action whatsoever (collectively "CLAIMS") that the Stockholder Releasing Parties or any of them may, as of the Releasors ever haddate hereof, now has have or may hereafter claim to have against any or all of the ReleaseesReleased Parties, on in each case whether currently known or by reason of any matter, cause unknown or thing whatsoever that arose prior with respect to which the Closing; provided, howeverfacts are known (or should have been known), that nothing herein shall be deemed could give rise to release (a) or support a Claim and of every nature and extent whatsoever on account of or in any right way relating to, arising out of or based upon any this Guaranty or the Stockholder expressly set forth in negotiation or documentation hereof or any amendments or the Merger Agreementtransactions contemplated hereby, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) or any liabilities of a Releasee action or omission in connection with any future transactions of the foregoing, including all such losses or damages of any kind heretofore sustained or that may arise as a consequence of the dealings between the parties that are not up to the date hereof in connection with or in any way related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesthis Guaranty.

Release of Claims. (a) Subject Effective as of, and contingent upon, the Closing, each Selling Securityholder, on such Selling Securityholder’s behalf and on behalf of any such Selling Securityholder’s heirs or assigns and all Persons that might allege a Claim through such Selling Securityholder or on such Selling Securityholder’s behalf (which, for clarity, excludes any portfolio companies of any venture capital, private equity or angel investor in the Company), hereby knowingly, fully, unconditionally and irrevocably (a) acknowledges and agrees that he, she or it has no rights or entitlements with respect to any shares of Company Capital Stock, Company Options or any other equity interest in the Company or any Subsidiary except as set forth on such Selling Securityholder’s signature page to this Agreement or the Joinder (as applicable), (b) acknowledges and upon the consummation agrees that he, she or it has no current or potential right, title, license, claim or unassigned personal interest of the Merger any kind in or to any Company Owned Intellectual Property or, more generally, to any Company Intellectual Property and the receipt (c) releases, effective as of the Closing Merger Consideration to which the Stockholder is entitledDate, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, Claims and causes of actionaction that such Selling Securityholder has or may have against the Company or any Subsidiary or any present or former director, claimsofficer, demandsmanager, damages, judgments, debts, dues and suits employee or agent of every kind, nature and description whatsoeverthe Company or any Subsidiary, whether asserted or unasserted, known or unknown, asserted contingent or unassertednoncontingent, suspected past or unsuspectedpresent, absolute arising or contingentresulting from or relating, unmatured directly or inchoateindirectly, both at law and in equityto any act, which the Stockholder omission, event or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose occurrence prior to the Closing; providedClosing relating to the Company, howeverany Subsidiary, that the Company Intellectual Property, the Purchased Shares and any rights or interests therein (the “Released Claims”). Notwithstanding anything to the contrary in the foregoing, nothing herein shall in this Section 6.15 will be deemed to constitute release by such Selling Securityholder of (ai) any right of such Selling Securityholder under this Agreement or any other Operative Document, (ii) any right under any existing Contract a Selling Securityholder has with the Stockholder expressly set forth Company that is disclosed in Schedule 2.16 of the Merger AgreementCompany Disclosure Letter, including (iii) any rights to continuing indemnification, exculpation or expense advancement to the right extent provided under (A) the organizational documents of the Company or any Subsidiary that have been provided to receive the Closing Merger Consideration Purchaser, (B) any indemnification agreement to which it may be entitled pursuant to the Merger Agreement Selling Securityholder and the Company or any Subsidiary are parties that is disclosed in accordance with Schedule 2.21 of the terms thereof, Company Disclosure Letter or (bC) any liabilities applicable policy of a Releasee in connection with any future transactions between directors’ and officers’ insurance maintained by the parties Company Group that are not related to is disclosed on Schedule 2.14 of the Merger Agreement or the transactions contemplated thereby Company Disclosure Letter and (civ) any employment compensation if the Selling Securityholder is or benefits matter affecting any Releasor in his was an employee or her capacity as a director, manager, officer or employee other service provider of the Company, its Affiliates (A) rights to accrued but unpaid wages, salaries or its Subsidiariesother cash compensation due to him, her or it that remain unpaid as of the Closing, (B) rights to expense reimbursements for reasonable and necessary business expenses incurred and documented prior to the Closing and consistent with prior expenditures, (C) unreimbursed claims under employee health and welfare plans, consistent with terms of coverage and (D) the entitlement to continuation coverage benefits or any other similar benefits required to be provided by Law. Notwithstanding anything to the contrary in this Agreement, each Selling Securityholder on such Selling Securityholder’s behalf and on behalf of any such Selling Securityholder’s heirs or assigns and all Persons that might allege a Claim through such Selling Securityholder or on such Selling Securityholder’s behalf, hereby knowingly, fully, unconditionally and irrevocably waives any Claim or right of recourse he, she, or it may have against the Company with respect to the Company’s representations and warranties (including any inaccuracies thereof) set forth in Article II and the covenants of the Company set forth in Article V and Article VI.

Release of Claims. (ai) Subject to The Holder acknowledges and upon the consummation agrees on behalf of itself and each of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledHolder’s trustees, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officersbeneficiaries, directors, officers, managers, employees, Affiliates, Subsidiaries, stockholders, Subsidiaries and Affiliatesmembers, and each of their respective partners, agents, representatives, heirs, Representativesexecutors, administrators, estate, predecessors, successors and assigns (such personseach, the a “ReleasorsHolder Releasing Party”), that each Holder Releasing Party hereby fully unconditionally, irrevocably and unconditionally (subject to the receipt of the amounts specified in this paragraph) forever releases, acquits and forever dischargesdischarges Quellis, to the fullest extent permitted by lawFirst Step Surviving Company, the Surviving Company and the Company (each a “Company Beneficiary”) and each of Acquirorsuch Company Beneficiary’s respective current and former directors, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directorsmanagers, employees, counsel and representatives, agents, members, stockholders, parents, Affiliates, Subsidiaries, predecessors, successors, and the assigns (each, a “Company Stockholders prior to Closing (such personsReleased Party” and collectively, the “ReleaseesCompany Released Parties”), ) from and against any and all liabilitiesrights, actions, causes of action, lawsuits, claims, controversies, demands, damagesliabilities, judgmentsobligations, debtslosses and damages (including reasonable attorneys’ fees and costs incurred or to be incurred) (collectively, dues “Claims”) that arise out of or are related to the conduct, management or operation of the business and suits affairs of every kindQuellis, nature and description whatsoeveror any act, whether omission, event, or occurrence relating to (x) Quellis, (y) the Holder’s ownership of the Original Warrant, or (z) any rights or interests in any other securities of Quellis (including any options to acquire capital stock of Quellis), in law or in equity, known or unknown, asserted or unasserted, suspected or unsuspected, absolute matured or contingentunmatured, unmatured contingent or inchoatevested, both at law and in equityof any kind or nature or description whatsoever, which from the Stockholder or beginning of time to the First Effective Time, that any of the Releasors ever Holder Releasing Party had, now presently has or may hereafter have or claim or assert to have against any Company Released Party, including with respect to the treatment of the Releasees, on or by reason Original Warrant in the Merger and/or any breach of any matter, cause or thing whatsoever fiduciary duty in connection with the approval of the Merger Agreement and the transactions contemplated thereby that arose prior to the Closing; Holder Releasing Party may have against the Company Released Parties; provided, however, that nothing herein such release shall be deemed not apply to release (a) claims which may not be waived as a matter of law, or (b) any right rights of the Stockholder expressly set forth in any Holder Releasing Party under (1) the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled (2) any agreement entered into by any Holder Releasing Party pursuant to the Merger Agreement in accordance with the terms thereof, (bincluding this Warrant) or (3) any liabilities indemnification or exculpation provisions set forth in the certificate of a Releasee incorporation or bylaws of Quellis or any indemnification agreement disclosed in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its SubsidiariesCompany Disclosure Letter.

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of AcquirorParent, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the stockholders of the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.

Release of Claims. (a) Subject to and upon the consummation Effective as of the Merger Closing, (i) Seller hereby forever waives, releases and the receipt of the Closing Merger Consideration discharges (and hereby agrees to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliatesdirect, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject use its reasonable best efforts to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by lawcause, each of Acquirorits representatives to forever waive, Merger Sub, release and discharge) with prejudice the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, Company and the Company Stockholders prior to Closing (such persons, the “Releasees”), Buyer from and against any and all liabilitiesclaims, actionsrights (including rights of indemnification, contribution and other similar rights, from whatever source, whether under contract, applicable Law or otherwise), causes of action, claimsprotests, suits, disputes, orders, obligations, debts, demands, damagesproceedings, judgmentscontracts, debtsagreements, dues and suits promises, liabilities, controversies, costs, expenses, fees (including attorneys’ fees), or damages of every any kind, nature and description whatsoeverarising by any means (including subrogation, assignment, reimbursement, operation of law or otherwise), whether known or unknown, asserted suspected or unassertedunsuspected, accrued or not accrued, foreseen or unforeseen, or mature or unmature related or with respect to, in connection with, or arising out of, directly or indirectly, any event, fact, condition, circumstance, occurrence, act or omission that was in existence (or that occurred or failed to occur) at or before the Closing and (ii) the Company hereby forever waives, releases and discharges (and hereby agrees to direct, and use its reasonable best efforts to cause, each of its representatives to forever waive, release and discharge) with prejudice the Seller from any and all claims, rights (including rights of indemnification, contribution and other similar rights, from whatever source, whether under contract, applicable Law or otherwise), causes of action, protests, suits, disputes, orders, obligations, debts, demands, proceedings, contracts, agreements, promises, liabilities, controversies, costs, expenses, fees (including attorneys’ fees), or damages of any kind, arising by any means (including subrogation, assignment, reimbursement, operation of law or otherwise), whether known or unknown, suspected or unsuspected, absolute accrued or contingentnot accrued, unmatured foreseen or inchoateunforeseen, both or mature or unmature related or with respect to, in connection with, or arising out of, directly or indirectly, any event, fact, condition, circumstance, occurrence, act or omission that was in existence (or that occurred or failed to occur) at law and in equity, which or before the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; Closing; provided, however, that nothing herein this Section 6.9 shall not be deemed to release construed as releasing (a) any right of the Stockholder expressly Person from its obligations set forth in this Agreement or any agreement delivered pursuant hereto (including without limitation the Merger Agreement, obligations of Seller under Article 7 to indemnify all Buyer Indemnified Parties (including the right to receive Company following the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofClosing)), (b) the Company from any liabilities obligation to pay to any Person any wages or benefits arising in the Ordinary Course of a Releasee in connection Business solely from such Person’s employment with any future transactions between the parties that are not related to Company and accrued as of the Merger Agreement Closing Date, or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor Seller with respect to matters addressed by the Company’s representations and warranties in his or her capacity as a director, manager, officer or employee Article 3. Each of the CompanySeller, its Affiliates Company and Buyer hereby expressly waives any and all provisions, rights and benefits conferred by §1542 of the California Civil Code (or its Subsidiariesany similar, comparable or equivalent provision or law) which section 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.”

Release of Claims. (a) Subject to a. In consideration of BDSI’s execution of this Agreement and BDSI’s obligations hereunder, and based upon the consummation of the Merger mutual promises contained herein and the other good and valuable consideration and actual receipt of the Closing Merger Consideration to which the Stockholder is entitledInitial Payment, the StockholderABPI and ABPI Sub, andon their behalf and on behalf of all of their Affiliates, if the Stockholder is a legal entitydivisions, together with the Stockholder’s employees, owners, stockholders, officers, directors, stockholderslegal representatives, Subsidiaries and Affiliatesinsurers, and each of their respective creditors, related companies, predecessors, successors, heirs, Representatives, successors assigns and assigns personal representatives (such personscollectively, the “ReleasorsAccentia Releasing Parties”), hereby fully and expressly, knowingly, voluntarily, and unconditionally (subject to the receipt of the amounts specified in this paragraph) releasesrelease, acquits acquit and forever dischargesdischarge Parent, to the fullest extent permitted by lawArius, each of Acquiror, Merger Sub, the Company, each and all of their subsidiaries and affiliates and their respective pastAffiliates, present or future divisions, employees, owners, stockholders, officers, directors, employeeslegal representatives, counsel insurers, creditors, related companies, predecessors, successors, heirs, assigns and agents, and the Company Stockholders prior to Closing personal representatives (such personscollectively, the “ReleaseesBDSI Released Parties”), from and against any and all claims, obligations, liabilities, promises, agreements, controversies, damages, actions, causes of action, rights, demands, losses, debts, contracts, commitments or expenses of every kind and nature, including attorneys’ fees, that any of the Accentia Releasing Parties now has, or which it may have against the BDSI Released Parties from the beginning of time up to, through, including, and following, the Approval Date for Agreement, including specifically any matters relating to the Distribution Agreement, any Party’s performance thereunder or breach thereof, the development or commercialization of any products thereunder, the termination thereof, any actual or potential claim that any warrant or other security was required to be issued thereunder, or any such warrant or alleged or actual interest therein (but expressly excluding any obligations, rights, claims or liabilities arising under or as a result of this Agreement). ABPI and ABPI Sub, on their behalf and on behalf of the other Accentia Releasing Parties, covenant and agree not to commence, aid, prosecute or cause to be commenced or prosecuted any action or other proceeding, based upon any claims, demands, obligations, or causes of action relating to, arising under, out of, or in connection with its relationship with the BDSI Released Parties, and ABPI and ABPI Sub further covenant and agree to hold harmless and indemnify the BDSI Released Parties in respect of all losses, claims, damages, judgmentsliabilities, debtsfees, dues penalties or related costs or expenses (including, but not limited to, court costs and suits of every kindattorneys’ fees), nature and description whatsoeversuffered, whether known sustained, incurred, or unknown, asserted required to be paid by the BDSI Released Parties from or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement such action or the transactions contemplated thereby and (c) proceeding by ABPI, ABPI Sub, any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee Affiliate of either of the Companyforegoing, its Affiliates or its Subsidiariesany other Accentia Releasing Party. The Parties acknowledge that neither Arius nor Parent are, by their execution of and performance under this Agreement, acknowledging or admitting any matter, fault, or liability.

Release of Claims. Except solely for the obligations of LCPI expressly set forth in this Amendment or the Resignation and Assignment Agreement and the claim against LCPI or the other Xxxxxx Released Parties (aas defined below) Subject to and upon the consummation by Sunbeam Americas Holdings Ltd. Master Pension Trust for approximately $26,000, each of the Merger Borrower and the receipt other Loan Parties hereby unconditionally and irrevocably release, waive, acquit and discharge all liabilities, claims, suits, debts, liens, losses, causes of the Closing Merger Consideration to which the Stockholder is entitledaction, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent (collectively, the Stockholder“Claims”) which any of them may have or claim to have against LCPI and Xxxxxx Brothers Special Financing Inc. (“LBSF”) (whether in their capacities as an agents, andlenders, if the Stockholder is a legal entityhedging counterparties or otherwise), together with the Stockholder’s officerstheir parents, directorssubsidiaries, stockholders, Subsidiaries affiliates and Affiliates, shareholders and each of their respective heirsagents, Representativesemployees, officers, directors, representatives, attorneys, successors and assigns (such personscollectively, the “ReleasorsXxxxxx Released Parties”)) by reason of any matter, cause or thing whatsoever occurring from the beginning of the world to the date hereof, in any manner related to Claims arising out of or in connection with the Loan Documents, any obligations thereunder or any other agreement or transaction contemplated thereby or any action taken in connection therewith and all foreign exchange forward and commodities hedging contracts entered into between Borrower and LBSF and assignees, if any, or any other agreement or transaction contemplated thereby or any action taken in connection therewith. Each of the Borrower and the other Loan Parties further agree forever to refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any Xxxxxx Released Parties with respect to any and all of the foregoing described released, waived, acquitted and discharged Claims or from exercising any right or recoupment of setoff that it may have under a master netting agreement or otherwise against any Xxxxxx Released Party with respect to Obligations under the Loan Documents. Each of the Xxxxxx Released Parties shall be a third party beneficiary of this Agreement. Except solely for the obligations of the Borrower and the other Loan Parties expressly set forth in this Amendment or the Resignation and Assignment Agreement, including, without limitation, Section 1.1(b) of the Resignation and Assignment Agreement, and the obligations of the Borrower and the Loan Parties to LCPI in its capacity as a Term Loan Lender, LCPI and LBSF, for themselves and on behalf of the other Xxxxxx Released Parties, hereby fully unconditionally and unconditionally (subject irrevocably release, waive, acquit and discharge all Claims which any of them may have or claim to have against the receipt of Borrower and the amounts specified in this paragraph) releasesother Loan Parties, acquits their parents, subsidiaries, affiliates and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, shareholders and each of their subsidiaries and affiliates and their respective pastagents, present or future employees, officers, directors, employeesrepresentatives, counsel attorneys, successors and agents, and the Company Stockholders prior to Closing assigns (such personscollectively, the “ReleaseesJarden Released Parties”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on ) upon or by reason of any matter, cause or thing whatsoever that arose prior occurring from the beginning of the world to the Closing; provided, however, that nothing herein shall be deemed date hereof in any manner related to release (a) any right Claims arising out of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee or in connection with the Loan Documents, any future transactions between the parties that are not related to the Merger Agreement obligations thereunder or the transactions any other agreement or transaction contemplated thereby or any action taken in connection therewith and (c) all foreign exchange forward and commodities hedging contracts entered into between Borrower and LBSF and assignees, if any, or any employment compensation other agreement or benefits matter affecting transaction contemplated thereby or any Releasor action taken in his or her capacity as a director, manager, officer or employee connection therewith. LCPI and LBSF for themselves and on behalf of the Companyother Xxxxxx Released Parties, its Affiliates further agree forever that LCPI, LBSF and the other Xxxxxx Released Parties will refrain from commencing, instituting or its Subsidiariesprosecuting any lawsuit, action or other proceeding against any Jarden Released Parties with respect to any and all of the foregoing described released, waived, acquitted and discharged Claims or from exercising any right or recoupment of setoff that it may have under a master netting agreement or otherwise against any Jarden Released Party with respect to Obligations under the Loan Documents. Each of the Jarden Released Parties shall be a third party beneficiary of this Agreement.

Release of Claims. (a) Subject to and upon the consummation 16.01. Upon entry of the Merger Judgment, Class Representatives, for themselves and the receipt on behalf of each member of the Closing Merger Consideration to which Class who has not submitted a valid and timely request for exclusion from the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and AffiliatesClass, and each of their respective heirs, Representativesassigns, successors successors, agents, attorneys, executors, and assigns (such personsrepresentatives, the “Releasors”)shall be deemed to have, hereby fully and unconditionally (subject to the receipt by operation of the amounts specified in this paragraph) releasesJudgment shall have, acquits fully, finally, irrevocably, and forever dischargesreleased Encore Capital Group, to the fullest extent permitted by lawInc., each of AcquirorMidland Funding, Merger SubLLC and Midland Credit Management, the CompanyInc. and, whether or not specifically named herein, each of their subsidiaries and affiliates and their respective pastpast or present directors, present or future officers, directors, employees, counsel and agents, insurers or reinsurers, shareholders, attorneys, advisors, consultants, representatives, partners, affiliates, related companies, affiliated companies, parents, subsidiaries, joint venturers, independent contractors, vendors and the Company Stockholders prior to Closing service providers, wholesalers, resellers, distributors, retailers, divisions, predecessors, successors, and assigns (such personscollectively, the “ReleaseesReleased Parties”), from and against any and all liabilities, actionsclaims, causes of action, claims, demands, damages, judgmentspenalties, debtscosts, dues and suits of every kindattorneys’ fees, nature and description whatsoeverlosses, or demands, whether known or unknown, asserted existing or unassertedpotential, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth were asserted in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that Action or are not related to the Merger Agreement claims asserted in the Action, any and all claims relating to the making, placing, dialing or the transactions contemplated thereby initiating of calls using an automatic telephone dialing system or artificial or prerecorded voice, any and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee all claims for violation of the CompanyTelephone Consumer Protection Act, its Affiliates 47 U.S.C. § 227 and the regulations promulgated thereunder or its Subsidiariesrelated thereto, and any and all claims for violation of any laws of any state that regulate, govern, prohibit or restrict the making, placing, dialing or initiating of calls using an automatic telephone dialing system, an artificial or prerecorded voice, or any automated process or technology (hereafter, collectively, the “Released Claims”). Excluded from the Released Parties are Atlantic Credit & Finance, Inc. and Propel Financial Services. Excluded from the Released Claims are any claims arising from telephone calls made by Asset Acceptance LLC itself, or by Astra Business Services, Inc. or Radius Solutions, Inc., on behalf of Asset Acceptance LLC. Also excluded from the Released Claims are any claims based on telephone calls made before November 2, 2006 or on or after September 1, 2014.

Release of Claims. (a) Subject to and upon In consideration for the consummation negotiation of the Merger Employment Agreement, Executive, for himself and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective for his heirs, Representativesexecutors, successors administrators, and assigns (such persons, the hereinafter referred to collectively as “Releasors”), hereby fully forever releases and unconditionally (subject to discharges the receipt Company and any and all of the amounts specified in this paragraph) releasesits subsidiaries, acquits divisions, affiliated entities, employee benefit and/or pension plans or funds, successors and forever dischargesassigns, to the fullest extent permitted by law, each and all of Acquiror, Merger Sub, the Company, each of its or their subsidiaries past and affiliates and their respective past, present or future officers, directors, employeesmembers, counsel shareholders, trustees, agents and agents, and the Company Stockholders prior employees (hereinafter referred to Closing (such persons, as the “ReleaseesEntities and Persons”), from and against any and all liabilities, actions, causes of action, claims, demands, damagescause of action, judgments, debts, dues fees and suits liabilities of every kind, nature and description any kind whatsoever, whether known or unknown, asserted which Executive ever had, now has, or unassertedmay have against the Entities and Persons by reason of any actual or alleged act, suspected omission, transaction, practice, conduct, occurrence, or unsuspectedother matter up to and including the date of this Employment Agreement and with regard to his employment with the Company. Without limiting the generality of the foregoing, absolute the provisions of this Section 15 are intended to and shall release the Entities and Persons from any and all claims, whether known or contingent, unmatured or inchoate, both at law and in equityunknown, which the Stockholder or any of the Releasors ever had, now has have, or may hereafter have against the Entities and Persons arising out of Executive’s employment with the Company, including, but not limited to: (i) any claim under Title VII of the Civil Rights Act, as amended; (ii) any other claim (whether based on federal, state, or local law, statutory or decisional) relating to or arising out of Executive’s employment by the Company and the terms and conditions of such employment; (iii) any claim under the Age Discrimination in Employment Act, as amended; (iv) any claim under applicable state or local law against discrimination; (v) any claim for attorneys’ fees, costs, disbursements and/or the like; or (vi) any claim under, with regard to, or in connection with this Employment Agreement or any agreement or plan with regard to equity, incentive or deferred compensation. Notwithstanding the foregoing, the foregoing release shall not cover rights of indemnification to which Executive is entitled under the Company’s Certificate of Incorporation, By-laws, or Section 13 hereof or otherwise with regard to his service as an officer of the Company. Executive agrees that he will not, from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 15(a) above. In addition to the foregoing, except as otherwise prohibited by law, Executive represents and warrants that he will not xxx or commence any proceeding (judicial or administrative), or participate in any action, suit or proceeding, against any of the ReleaseesEntities and Persons, on with respect to any act, event, occurrence, or by reason any alleged failure to act, released hereunder. In the event any portion of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein this Section 15 shall be deemed to release (a) held invalid or unenforceable by any right court of the Stockholder expressly set forth in the Merger Agreementcompetent jurisdiction, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) such holding shall not invalidate or render unenforceable any liabilities other provision of a Releasee in connection with any future transactions between the parties that this Section 15. The provisions of this Section 15 are not related intended, and shall not be construed, as an admission that the Entities and Persons have violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever against Executive. Executive acknowledges that he has been advised by the Company to consult an attorney before signing this Employment Agreement and that he has executed this Employment Agreement after having had the Merger opportunity to consult with an attorney of his choice and has had an opportunity to consider this Employment Agreement or the transactions contemplated thereby and for a period of at least fourteen (c14) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesdays.

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, members, stockholders, Subsidiaries subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully fully, unconditionally and unconditionally irrevocably (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of AcquirorParent, Merger Sub, the Company, each of their subsidiaries and affiliates Affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the stockholders of the Company Stockholders prior to the Merger Closing (such persons, the “Releasees”), from and against any and all commitments (including any right to acquire or receive Company Common Stock before the Effective Time), liabilities, actions, charges, complaints, agreements, controversies, causes of action, claims, counterclaims, demands, damages, liabilities, obligations, judgments, debts, costs, expenses, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; Merger Closing (collectively, “Claims”); provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariessubsidiaries.

Release of Claims. (a) Subject to paragraph 6 below and upon the consummation entry of the Merger Final Order, each Debtor and the receipt its estate shall be deemed to have forever waived, discharged, and released each of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates Existing RBL Secured Parties and their respective pastaffiliates, present assigns, or future successors and the respective members, managers, equity holders, affiliates, agents, attorneys, financial advisors, consultants, officers, directors, employees, counsel and agentsother representatives of the foregoing (all of the foregoing, and the Company Stockholders prior to Closing (such personscollectively, the “Existing RBL Secured Party Releasees”), solely in their capacity as such, from any and all “claims” (as defined in the Bankruptcy Code), counterclaims, causes of action (including causes of action in the nature of “lender liability”), defenses, setoff, recoupment, other offset rights, and other rights of disgorgement or recovery against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverthe Existing RBL Secured Party Releasees, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both arising at law and or in equity, which relating to and/or otherwise in connection with the Stockholder Existing RBL Obligations, the Existing RBL Liens, or the debtor-creditor relationship between any of the Releasors ever hadExisting RBL Secured Parties, now has or may hereafter have against on the one hand, and any of the ReleaseesDebtors, on or by reason of any matterthe other hand, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release including (a) any right recharacterization, subordination, avoidance, disallowance, or other claim arising under or pursuant to section 105 or chapter 5 of the Stockholder expressly set forth in the Merger AgreementBankruptcy Code or under any other similar provisions of applicable state law, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereoffederal law, or municipal law and (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related right or basis to challenge or object to the Merger Agreement amount, validity, or enforceability of the Existing RBL Obligations or any payments or other transfers made on account of the Existing RBL Obligations, or the transactions contemplated thereby and (c) any employment compensation validity, enforceability, priority, or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee non-avoidability of the CompanyExisting RBL Liens securing the Existing RBL Obligations, its Affiliates including any right or its Subsidiaries.basis to seek any disgorgement or recovery of payments of cash or any other distributions or transfers previously received by any of the Existing RBL Secured Party Releasees; provided, that the Existing RBL Secured Party Releases shall be limited to such claims arising prior to or including the date of the entry of the Final Order. 529

Release of Claims. (a) Subject The Company, for itself and all of its predecessors, successors and assigns, acknowledges, affirms and represents that immediately prior to giving effect to this Agreement, it is legally, validly and upon the consummation enforceably obligated to each of the Merger Noteholders under and pursuant to the Notes and the receipt Existing Note Purchase Agreement and that the Company has no defense, offset, counterclaim or right of recoupment with regard to such obligations. Additionally, the Company for itself and all of its predecessors, successors and assigns, does hereby fully, forever and completely release and discharge each of the Closing Merger Consideration to which the Stockholder is entitledNoteholders and all of their respective employees, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholderstrustees, Subsidiaries and Affiliatesshareholders, and each of their respective heirsaffiliates, Representativesagents, attorneys, representatives, predecessors, successors and assigns (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”"RELEASED PARTIES"), from and against any and all liabilities, actions, causes of action, claims, demands, damagesliabilities, judgmentsdamages and causes of action of any kind whatsoever (collectively, debts, dues and suits the "COMPANY CLAIMS") whether based on facts in existence prior to or as of every kind, nature and description whatsoeverthe date hereof, whether known or unknown, asserted which the Company may now have or unassertedmay have had at any time heretofore or may have at anytime hereafter, suspected whether for contribution or unsuspectedindemnity or otherwise, absolute and whether direct or indirect, fixed or contingent, unmatured liquidated or inchoateunliquidated, both at law and arising out of or related in equity, which the Stockholder or any way to any of the Releasors ever hadfollowing: (a) the Notes and the Existing Note Purchase Agreement and all documents relating thereto or executed in connection therewith (the "EXISTING NOTE DOCUMENTS"); and (b) any action, now has inaction or may hereafter have omission by any of the Released Parties in connection with the Existing Note Documents or the administration thereof. Upon the Effective Date, the Company and each of its Subsidiaries covenants and agrees never to commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against any of the Releasees, Released Parties any action or other proceeding based upon any of the Company Claims which may have arisen at any time on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed date of this Amendment and were in any manner related to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee or arising in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its SubsidiariesExisting Note Documents.

Release of Claims. (a) Subject to and upon the consummation In consideration of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledforegoing, the Stockholderadequacy of which is hereby expressly acknowledged, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries Executive hereby unconditionally and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits irrevocably releases and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such personsapplicable law permits, the “Releasees”),” as defined in subparagraph 8(b) below, from and against any and all liabilitiesevery action, actions, causes cause of action, claimscomplaint, demandsclaim, demand, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), judgmentsliability, debtscost and/or expense (including attorney’s fees) that he has, dues and suits of every kindmay have or may be entitled to from or against the Releasees, nature and description whatsoeverwhether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, asserted foreseen or unassertedunforeseen, suspected matured or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equityunmatured, which arises directly or indirectly out of, or is based on or related in any way to Executive’s employment with the Stockholder Company, its predecessors, successors and assigns and past, present and future Affiliates (as defined in Paragraph 9 below), subsidiaries, divisions and parent corporations, including, without limitation, any such matter arising from the negligence, gross negligence or any willful misconduct of the Releasors ever hadReleasees (together, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; “Released Claims”); provided, however, that nothing herein shall be deemed this release does not apply to release any claims solely and specifically (ai) any right of arising after the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger date this Agreement in accordance with the terms thereofis executed, (bii) any liabilities of a Releasee for indemnification (including, without limitation, under the Company’s organizational documents or insurance policies) arising in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as an action instituted by a director, manager, officer or employee of third party against the Company, its Affiliates or Executive in his capacity as an employee or a former officer or director of the Company or its SubsidiariesAffiliates (it being agreed by the Company that Executive shall continue to be entitled to such indemnification in respect of the period prior to the Termination Date), (iii) arising from any breach or failure to perform this Agreement, (iv) that cannot be waived by law, or (v) involving any vested rights Executive may have under a company sponsored employee benefit plan. For the sake of clarity, this Paragraph 8 shall not operate to deny Executive of any rights to coverage under the Company’s directors’ and officers’ liability and insurance policy, as in effect from time to time, to which he would otherwise be entitled.

Release of Claims. As used in this Release of Claims (athis “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the Separation Agreement dated March __, 2020, between MagnaChip Semiconductor, Ltd. (the “Company”) Subject to and upon Xxxxxxxx X. Xxx (“Xxx”) (the consummation “Agreement”). For and in consideration of the Merger severance benefits to be paid to Xxx pursuant to the Separation Agreement, Xxx, for and on behalf of himself and his executors, heirs, administrators, representatives, and assigns, hereby agrees to release and forever discharges the receipt Company, its parent, MagnaChip Semiconductor Corporation, and all of the Closing Merger Consideration to which the Stockholder is entitledtheir respective predecessors, the Stockholdersuccessors, andand past, if the Stockholder is a legal entitycurrent, together with the Stockholder’s officersand future parent entities, affiliates, subsidiary entities, investors, directors, stockholdersshareholders, Subsidiaries and Affiliatesmembers, officers, general or limited partners, employees, attorneys, agents, and each representatives, and the employee benefit plans in which Xxx is or has been a participant by virtue of their respective heirs, Representatives, successors and assigns his employment with or service to the Company (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims that Xxx has or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date of execution of this Release and arising directly or indirectly out of, actionsrelating to, causes or in any other way involving in any manner whatsoever Kim’s employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under national, federal, provincial, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. § 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. § 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. § 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar national, provincial, state, or local laws of the United States, the Republic of Korea or any other jurisdiction. Xxx agrees further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by Xxx or his descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, Xxx acknowledges that he intends to waive and release all rights known or unknown that he may have against the Company Releasees under these and any other laws. Xxx acknowledges that it is his intent to release all known and unknown claims, demandsand that he is aware of and understands the provisions of California Civil Code Section 1542 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, damagesif known by him or her, judgmentswould have materially affected his or her settlement with the debtor or released party. After being fully informed of his rights under the above statute, debtsXxx expressly waives any and all rights, dues benefits and suits protections of every kindthe statute and any similar state law. Xxx acknowledges and agrees that as of the date he executes this Release, nature and description whatsoever, whether known he has no knowledge of any facts or unknown, asserted circumstances that give rise or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or could give rise to any claims under any of the Releasors ever had, now laws listed in the preceding paragraph and that he has or may hereafter have not filed any claim against any of the ReleaseesCompany Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). Xxx (i) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law; and (ii) waives any right to benefit in any manner from any relief (whether monetary or by reason otherwise) arising out of any matterProceeding, cause including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Further, Xxx understands that, by executing this Release, he will be limiting the availability of certain remedies and ability to pursue certain claims that he may have against the Company and Company Releasees. By executing this Release, Xxx specifically releases all claims relating to his employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Xxx acknowledges that he has been given at least 21 days in which to consider this Release; that the Company has advised him to consult with an attorney of his choice before signing this Release; and that he has had sufficient time to consider the terms of this Release. Xxx represents and acknowledges that, if he executes this Release before 21 days have elapsed, he does so knowingly, voluntarily, and upon the advice and with the approval of legal counsel (if any), and voluntarily waives any remaining consideration period. Notwithstanding the generality of the foregoing, this Release does not release (i) claims to enforce the terms of the Separation Agreement, (ii) claims for indemnification arising under any applicable indemnification obligation of the Company or thing whatsoever (iii) claims that arose prior cannot be waived by law. Further, nothing in this Release shall prevent Xxx from (a) initiating or causing to be initiated on his behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of claims under the ADEA (but no other portion of such waiver) or (b) initiating or participating in an investigation or proceeding conducted by the EEOC. Xxx understands that after executing this Release, he may revoke it within 7 days after its execution, and that this Release will not become effective and enforceable unless the 7-day revocation period passes and Xxx does not revoke the Release in writing. Xxx understands that this Release may not be revoked after the 7-day revocation period has passed and that any revocation of this Release must be made in writing and delivered to the Closing; providedCompany at its principal place of business within the 7-day period. This Release will become effective, irrevocable and binding on the 8th day after its execution (“Effective Date”), so long as Xxx has not timely revoked it as set forth above. Xxx hereby agrees to waive any and all claims to re-employment with the Company or any of its affiliates and affirmatively agrees not to seek further employment with the Company or any of its affiliates. The provisions of this Release will be binding upon Kim’s heirs, executors, administrators, legal representatives, and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, that nothing herein shall will have no effect upon and will not impair the enforceability of any other provision of this Release. This Release will be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement governed in accordance with the terms thereoflaws of the State of Delaware, (b) without reference to the principles of conflicts of law. Any dispute or claim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the United States District Court for the District of Delaware to the extent that federal jurisdiction exists, and in the Delaware Chancery Court to the extent that federal jurisdiction does not exist. By execution of this Release, Xxx acknowledges that he is waiving any liabilities of a Releasee right to trial by jury in connection with any future transactions between the parties that are not related to the Merger Agreement suit, action, or the transactions contemplated thereby and (c) any employment compensation proceeding under or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.connection with this Release. Xxxxxxxx X. Xxx Date EXHIBIT B

Release of Claims. (a) Subject to and upon the consummation Effective for all purposes as of the Merger Closing, each Shareholder acknowledges and the receipt agrees, on behalf of the Closing Merger Consideration to which the Stockholder is entitleditself (or, the Stockholderas applicable, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, himself or herself) and each of their respective heirsits (or, Representativesas applicable, successors and assigns (such personshis or her) current or former Affiliates, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and managers, partners, principals, advisors, agents, servants, shareholders, members, investors, equity holders or other representatives (including attorneys, accountants, consultants, bankers and financial advisors, but not the Shareholders’ Agent in his capacity as shareholders’ representative), heirs, beneficiaries, estates, executors, administrators, trustees, successors or assigns (such Shareholder’s “Releasing Affiliates”) that none of such Shareholder or its Releasing Affiliates as of the date hereof or as of immediately prior to the Closing (i) has any Claims, (ii) has transferred or assigned, or purported to transfer or assign, any Claims and (iii) will transfer or assign, or purport to transfer or assign, any Claims, in each case, relating to the Company Stockholders prior to Closing against any the Company or Purchaser, or their respective current or former affiliates, officers, directors, employees, managers, partners, principals, advisors, agents, servants, shareholders, members, investors, equity holders or other representatives (such personsincluding attorneys, accountants, consultants, bankers and financial advisors), successors or assigns (collectively, the “ReleaseesReleased Parties”), from ; it being understood that the foregoing acknowledgment and against agreement in this Section 7.11(a) shall not affect (i) the rights of such Shareholder or any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder their respective Releasing Affiliates under this Agreement or any of the Releasors ever hadagreements contemplated hereby or (ii) any accrued rights to: unpaid cash compensation, now has unpaid wages, accrued and unpaid management or may hereafter have against consulting fees, unpaid reimbursable expenses, unpaid overtime compensation, accrued and unpaid cash bonuses, unpaid cash commission, accrued vacation pay, accrued holidays, accrued severance or other termination payments provided for under Applicable Law, or social security or pension contributions or premiums payable in respect of any insurance-based benefits of such Shareholder or any of their respective Releasing Affiliates under or relating to any contracting, management or employment agreement of such Shareholder or any of their respective Releasing Affiliates under any contracting, management or employment agreement (provided that the Releaseesforegoing acknowledgment and agreement in this Section 7.11(a) shall cover and apply to any and all Claims of such Shareholder or any of their respective Releasing Affiliates regarding classification or misclassification of such Shareholder or any of their respective Releasing Affiliates as an employee or asserting rights on behalf of by such Shareholder or any of their respective Releasing Affiliates to employment, on wages or by reason other employment based remuneration or benefits, in each case, arising out of or with respect to any matter, cause management or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement other consulting agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesarrangement).

Release of Claims. (a) Subject Holder, intending to and upon the consummation be legally bound, effective as of the Merger Effective Time, hereby releases and discharges the receipt of the Closing Merger Consideration to which the Stockholder is entitledCompany and its affiliates and their respective directors, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directorsemployees, stockholdersagents, Subsidiaries and Affiliates, and each of their respective heirs, Representativesrepresentatives, successors and assigns (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”)) fully, finally and forever, from all and against any and all liabilitiesmanner of claims, actions, rights, causes of actionactions, claimssuits, demandsobligations, liabilities debts, due sums of money, agreements, promises, damages, judgments, debtsexecutions, dues accounts, expenses, costs, attorneys’ fees and suits of every kinddemands whatsoever, nature and description whatsoeverwhether in law, contract or equity, whether known or unknown, asserted matured or unassertedunmatured, suspected foreseen or unsuspectedunforeseen, absolute arising out of events existing or contingent, unmatured occurring contemporaneously with or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; Effective Time, in each case, in Holder’s capacity as a shareholder of the Company (or its predecessors) or otherwise relating to Holder’s acquisition, ownership, control or sale of shares of Company Common Stock; provided, however, that nothing contained herein shall be deemed operate to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with based upon, arising out of or relating to (i) without duplication, this Letter of Transmittal and each of the Exhibits hereto and any future transactions between the parties that are not related to other document required by this Letter of Transmittal, the Merger Agreement Agreement, or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the CompanyAncillary Documents or (ii) fraud, its Affiliates willful misconduct, or its Subsidiarieswillful concealment. Holder hereby irrevocably covenants to refrain from, directly or indirectly asserting, commencing or instituting any cause of action, suit or claim of any kind against any Releasee based upon any matter intended or purported to be released hereby. This release may not be altered except in a writing signed by the person or entity against whose interest such change shall operate. This release shall be governed by and construed under the laws of the State of New York, without regard to principals of conflicts of law.

Release of Claims. As used in this Release of Claims (athis “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement dated May __, 2022, between Vistra Corp., Luminant Energy Company LLC (together, the “Company”) Subject to and upon the consummation Xxxxxxx X. Xxxxxxx (my “Agreement”). For and in consideration of the Merger severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge the receipt Company and each of the Closing Merger Consideration to which the Stockholder is entitledits direct and indirect parent and subsidiary entities, the Stockholderand all of their respective predecessors, andsuccessors, if the Stockholder is a legal entityand past, together with the Stockholder’s officerscurrent, and future parent entities, affiliates, subsidiary entities, investors, directors, stockholdersshareholders, Subsidiaries and Affiliatesmembers, officers, general or limited partners, employees, attorneys, agents, and each representatives, and the employee benefit plans in which I am or have been a participant by virtue of their respective heirs, Representatives, successors and assigns my employment with or service to the Company (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actionsrelating to, causes or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, claimssuit, demandsarbitration, damagesor other proceeding covered by the terms hereof that is or may be initiated, judgmentsprosecuted, debtsor maintained by me or my descendants, dues dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and suits of every kind, nature and description whatsoever, whether release all rights known or unknownunknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, asserted I have no knowledge of any facts or unasserted, suspected circumstances that give rise or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or could give rise to any claims under any of the Releasors ever had, now has or may hereafter laws listed in the preceding paragraph and that I have not filed any claim against any of the ReleaseesReleasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or by reason to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any matterProceeding, cause or thing whatsoever that arose prior including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), except in each case to the Closing; providedextent such Proceeding relates to a claim not waived hereunder. Further, howeverI understand that, by executing this Release, I will be limiting the availability of certain remedies that nothing herein shall be deemed I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (ai) any right of the Stockholder expressly set forth in the Merger Agreement, including the right claims to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement my severance payments and benefits in accordance with the terms thereofof the Agreement, (bii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any liabilities rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of a Releasee the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii) initiating or participating in connection an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45]1 days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any future transactions between remaining consideration period. I understand that after executing this Release, I have the parties right to revoke it within seven days after its execution. I understand that are this Release will not related become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven (7)-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Merger Agreement Company at its principal place of business within the seven (7)-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the transactions contemplated thereby date that is sixty (60) days following the date of my termination of employment. I hereby agree to waive any and (c) all claims to re-employment with the Company or any of its affiliates and affirmatively agree not to seek further employment compensation with the Company or benefits matter affecting any Releasor in his of its affiliates. The provisions of this Release will be binding upon my heirs, executors, administrators, legal representatives, and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or her capacity as a directorunenforceable, managersuch provision will be of no force or effect. The illegality or unenforceability of such provision, officer or employee however, will have no effect upon and will not impair the enforceability of the Company, its Affiliates or its Subsidiariesany other provision of this Release.

Release of Claims. (a) Subject a. In exchange for the consideration set forth in this Agreement and intending to be legally bound, Xxxxxxxxx, and upon all other persons or entities claiming with, by, or through him, hereby releases and forever discharges the consummation Employers, their predecessors, successors, affiliates, subsidiaries, parents, partners and all of the Merger their present and the receipt of the Closing Merger Consideration to which the Stockholder is entitledpast directors, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directorsagents, stockholders, Subsidiaries employees and Affiliatesattorneys, and each of their respective heirs, Representatives, successors all other persons or entities who could be said to be jointly or severally liable with them (individually and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, collectively the “Releasees”), ) from and against any and all liabilities, claims, actions, causes of actionaction or suits presently asserted or not asserted, claimsaccrued or unaccrued, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever that Xxxxxxxxx had, now has has, or may hereafter have or could claim to have against any them, from the beginning of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior time to the Closing; date of execution of this Agreement, including, but not limited to, all claims and rights: (i) in any way arising from or based upon Xxxxxxxxx’x employment or service with the Employers; provided, however, that nothing herein contained at Section 3 of this Agreement or elsewhere shall be deemed or construed to release (a) constitute a waiver or limitation by Xxxxxxxxx with respect to his rights to indemnification for any right and all actions taken as an employee, officer, or director of the Stockholder expressly set forth in the Merger AgreementEmployers, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, applicable charter or articles of incorporation and bylaws of each of the corporations constituting the Employers and related regulations of the Office of Thrift Supervision; or (bii) which relate in any liabilities of a Releasee in connection with any future transactions between the parties that are not related way to the Merger Agreement termination of Xxxxxxxxx’x employment and other duties with the Employers, whether pursuant to any oral or written agreements that precede this Agreement. For the transactions contemplated thereby same exchange of consideration referenced immediately above, and (cintending to be legally bound, Xxxxxxxxx, and all other persons or entities claiming with, by, or through him, also releases the Releasees from any and all liabilities, claims, actions, causes of action or suits presently asserted or not asserted, accrued or unaccrued, known or unknown, that Xxxxxxxxx had, now has, or may have or could claim to have against them, from the beginning of time to the date of execution of this Agreement, including, but not limited to, all claims and rights in any way arising from or based upon any claims for wrongful discharge, libel, slander, breach of contract, impairment of economic opportunity, intentional infliction of emotional distress or any other tort, or claims under federal, state, or local constitutions, statutes, regulations, ordinances, or common law, including without limitation claims under the Federal Age Discrimination in Employment Act, the Federal Older Workers Benefit Protection Act, Title VII of Civil Rights Act of 1964, the Americans with Disabilities Act, the Maryland Wage Payment and Collection Law, the Maryland Wage and Hour Law, the Employee Retirement Income Security Act of 1974, the Civil Rights Acts of 1866, 1871, 1964, and 1991, the Rehabilitation Act of 1973, the Equal Pay Act of 1963, the American with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, and any other statute or law, but excluding any waiver or release from the continuing rights to indemnification as referenced at Section 3(i) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesherein.

Release of Claims. (a) Subject Notwithstanding the failure of any condition precedent set forth in Section 3 above to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledbe satisfied, the Stockholder, and, if Borrower hereby forever releases and forever discharges the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such personsAdministrative Agent, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger SubIssuing Bank, the CompanyLenders, each of their subsidiaries and affiliates the Lead Arrangers, the Syndication Agent, the Documentation Agents and their respective pastAffiliates and their and their Affiliates’ respective subsidiaries, present or future parents, shareholders, partners, officers, directors, employees, counsel and agents, attorneys, heirs, successors and the Company Stockholders prior to Closing assigns, both present and former (such personscollectively, the “ReleaseesReleased Parties”), ) from and against any and all liabilitiesclaims, actions, causes of action, claimsdefenses, demandssuits, controversies, damages, judgments, debts, dues judgments and suits of every kind, nature and description demands whatsoever, whether known or unknown, asserted or unasserted, suspected in contract, tort, law, equity or unsuspectedotherwise (collectively, absolute or contingent, unmatured or inchoate, both at law and in equity, “Claims”) which the Stockholder or any of the Releasors ever had, now Borrower has or may hereafter have against any of the Releasees, on or Released Parties by reason of any matteraction, cause failure to act, matter or thing whatsoever that arose arising from or based on facts occurring prior to the Closing; provideddate hereof that in any way may arise out of, howeverbe connected to or in any other way be related to any of the Loan Documents, including but not limited to any Claim that nothing herein shall be deemed to release relates to, in whole or in part, directly or indirectly, (a) any right the making or administration of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofLoans or Letters of Credit, (b) any liabilities of a Releasee in connection with such Claims based on fraud, mistake, duress, usury or misrepresentation, or any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and other Claim based on so-called “lender liability” theories, (c) any employment compensation actions or benefits matter affecting omissions of any Releasor in his or her capacity as a director, manager, officer or employee of the CompanyAdministrative Agent, its Affiliates the Issuing Bank, any Lender or its Subsidiariesany other Released Party in connection with the initiation or continuing exercise of any right or remedy contained in the Loan Documents or available under Applicable Law or otherwise, (d) lost profits, (e) loss of business opportunity, (f) increased financing costs, (g) increased legal or other administrative fees or (h) damages to business reputation. Furthermore, the Borrower hereby covenants and agrees not to bring, commence, prosecute, maintain, or cause or permit to be brought, commenced, prosecuted or maintained, any suit or action, either at law or in equity, in any court or before any other administrative or judicial authority, regarding any cause of action or other Claim the Borrower may have against any of the Administrative Agent, the Issuing Bank, any Lender or any other Released Party arising out of, in connection with or in any way relating to any of the Loan Documents or otherwise.

Release of Claims. (a) Subject Notwithstanding anything to and upon the consummation contrary contained in this Agreement (but subject to Section 13.15(c)) or in any certificate or other writing delivered pursuant hereto or in connection herewith, in further consideration of the Merger transactions contemplated hereby, effective as of (and following) the receipt Closing, (i) each of the Closing Merger Consideration to which Sellers on behalf of itself and its Related Parties (other than any portfolio company of such Seller (other than the Stockholder is entitledCompany)) hereby irrevocably and unconditionally releases and waives as against each of the Buyer, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, Company Entities and each of their respective heirsRelated Parties and (ii) each of the Buyer and the Company Entities and their respective Related Parties, Representatives, successors hereby irrevocably and assigns unconditionally releases and waives as against each of the Sellers and each of their respective Related Parties (such persons, other than any portfolio company of a Seller (other than the “Releasors”Company)), hereby fully any and unconditionally (subject to the receipt all claims of the amounts specified any nature that any such Person may now or hereafter have, whether at law or in this paragraph) releases, acquits and forever dischargesequity, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing Applicable Law (such persons, the “ReleaseesReleased Claims”), from arising prior to and against any through the Closing (the “Release”). It is further agreed and understood that this Release is a full and final release of all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, the Released Claims whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute fixed or contingent, unmatured liquidated or inchoateunliquidated, both at law manifested or unmanifested, determined, determinable or otherwise and in equitythe Released Claims includes all rights and claims relating to the Company Entities, which the Stockholder or operation of the Company Entities’ respective businesses, the relationship of any of the Releasors ever hadSellers or their respective Related Parties with the Company Entities, now has or may hereafter have against any of the ReleaseesCompany Equity Interests, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger this Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement subject matter hereof or the transactions contemplated thereby hereby or by the other agreements entered into in connection herewith, including claims for damages, contribution and (c) other rights of recovery arising out of or relating to any employment compensation breach of contract, misrepresentation or benefits matter affecting any Releasor in his or her capacity as a directorbreach of warranty, manager, officer or employee all other claims for breach of the Company, its Affiliates or its Subsidiariesduty and all other claims arising under Applicable Law.

Release of Claims. (a) Subject to and upon the consummation 1. In consideration of the Merger payments and benefits to be made under the Amended and Restated Employment Agreement, dated as of November 25, 2019 (the “Employment Agreement”), to which Xxxxxx Xxxxxxx (the “Executive”) and Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”) (each of the Executive and the receipt Company, a “Party” and collectively, the “Parties”) are parties, the sufficiency of the Closing Merger Consideration to which the Stockholder is entitledExecutive acknowledges, the StockholderExecutive, and, if the Stockholder is a legal entity, together with the Stockholder’s intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Holdings (as defined in the Employment Agreement), the Company and each of its and their subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, stockholdersexecutives, Subsidiaries shareholders, agents, attorneys, employees and Affiliatesemployee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of their respective heirs, Representatives, successors and assigns the foregoing (such personscollectively, the “ReleasorsCompany Released Parties”), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actions, causes of action, claimscomplaints, charges, demands, rights, damages, judgments, debts, dues sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and suits liabilities of every kindwhatever kind or nature in law, nature and description whatsoeverequity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executive’s employment with the Company or any of the Releasors ever hadits subsidiaries and affiliates, now has or may hereafter have against any termination of such employment, including claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the ReleaseesCivil Rights Act of 1964 (“Title VII”), on the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), the New York Human Rights Law, the New York Executive Law, the New York Labor Law, all New York State Wage and Hour Laws, the New York Worker Adjustment and Retraining Notification Act, all New York leave laws, the New York Constitution, and any other similar or by reason of any matteranalogous federal, cause state or thing whatsoever that arose prior to the Closing; providedlocal statute, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.excepting only:

Release of Claims. (a) Subject to Seller, on behalf of itself and upon the consummation of the Merger its predecessors, successors, assigns, their past, present and future officers, agents, directors, employees, investors, stockholders, Affiliates, administrators, beneficiaries, and representatives and the receipt beneficiaries, heirs, executors, and representatives of any of them (the “Seller Releasing Parties”), effective as of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “ReleasorsEffective Time”), hereby fully fully, finally and unconditionally (subject to the receipt of the amounts specified in this paragraph) irrevocably releases, acquits and forever dischargesdischarges Purchaser, to the fullest extent permitted by lawCompanies, each of Acquiror, Merger Sub, the Company, Companies’ Subsidiaries each of their subsidiaries respective Affiliates, officers directors, employees, attorneys, investment bankers, agents, predecessors, successors and affiliates assigns of Purchaser, the Companies and their respective Companies’ Subsidiaries, and the beneficiaries, heirs, executors, representatives of any of them (collectively, the “Seller Released Parties”) from any and all Actions, liabilities, costs and expenses of every kind and nature whatsoever, whether arising from any express, implied, oral or written Contract or otherwise, known or unknown, past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unassertedfuture, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and or in equity, which contingent or otherwise (collectively, a “Seller Potential Claim”), that the Stockholder Seller Releasing Parties, or any of the Releasors ever them, had, now has or may hereafter have in the future against any of the Releasees, on or by reason of Seller Released Parties for any matter, cause or thing whatsoever that arose relating to any Company and/or any of the Company’s Subsidiaries, or any of their respective employees, officers and directors occurring at any time at or prior to the Closing; providedEffective Time including without limitation any matter or claim related to any inter-Company Indebtedness, howeverincluding Indebtedness between any Company and the Seller, (subject to the exceptions described below, the “Seller Released Matters”), except that the Seller Released Matters do not include, and nothing herein shall in this Agreement will affect or be deemed to construed as a waiver or release by the Seller Releasing Parties of, any Seller Potential Claim by the Seller Releasing Parties arising from or relating to: (ai) any right of the Stockholder expressly set forth in the Merger rights or benefits available to any Seller Releasing Party under this this Agreement, including the right to receive Escrow Agreement or any related agreement entered into by the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee Seller Releasing Parties in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby Acquisition, and (cii) any employment compensation or benefits matter affecting any Releasor in his or her capacity claims that cannot be released as a director, manager, officer or employee matter of the Company, its Affiliates or its SubsidiariesLaw.

Release of Claims. (a) Subject to and upon In consideration of the consummation receipt of its applicable Pro Rata Share of the Merger and the receipt Consideration (which may be increased to decreased pursuant to Section 3.5 of the Merger Agreement), Pre-Closing Merger Consideration Holder, intending to which be legally bound, effective as of the Stockholder is entitledEffective Time, the Stockholderfor himself, andherself or itself and on behalf of all of his, if the Stockholder is a legal entityher or its heirs, together with the Stockholder’s officerspast, present or future directors, stockholdersmanagers, Subsidiaries and Affiliatesemployees, partners, equityholders, agents, attorneys, advisors, representatives, successors, assigns, including, without limitation, any receiver, any assignee for the benefit of creditors or any trustee under the United States Bankruptcy Code or similar Law, and each of their respective heirsAffiliates (collectively, Representatives, successors and assigns (such persons, the “Releasors”), ) hereby fully releases and unconditionally (subject to discharges the receipt of the amounts specified in this paragraph) releases, acquits Company and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and its affiliates and their respective past, present or and future directors, officers, directors, employees, counsel and agents, representatives and the Company Stockholders prior to Closing their respective successors and assigns (such personscollectively, the “Releasees”)) fully, finally and forever, from all and against any and all liabilitiesmanner of claims, actions, rights, causes of actionactions, claimssuits, demandsobligations, liabilities, debts, due sums of money, agreements, promises, damages, judgments, debtsexecutions, dues accounts, expenses, costs, attorneys’ fees and suits of every kinddemands whatsoever, nature and description whatsoeverwhether in law, contract or equity, whether known or unknown, asserted matured or unassertedunmatured, suspected foreseen or unsuspectedunforeseen, absolute arising out of events existing or contingentoccurring contemporaneously with or prior to the Effective Time, unmatured in each case, in Pre-Closing Holder’s capacity as a stockholder of the Company (or inchoateits predecessors) (including whether or not the Merger Consideration Schedule did not accurately reflect the terms of the Company Certificate) or otherwise relating to Pre-Closing Holder’s acquisition, both at law and in equityownership, which control or sale of Company Interests (including any rights to indemnities from the Stockholder Company or any of the Releasors ever had, now has or may hereafter have against its Affiliates pursuant to any of the Releasees, on or Contract entered into by reason of any matter, cause or thing whatsoever that arose prior to the Closing; such Pre-Closing Holder in connection with such issuance); provided, however, that nothing contained herein shall be deemed operate to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with based upon, arising out of or relating to, without duplication, (i) this Letter of Transmittal and each of the Exhibits hereto, including the Registration Rights Agreement, and any future transactions between the parties that are not related to other document required by this Letter of Transmittal, the Merger Agreement or any of the transactions contemplated thereby and Transaction Agreements, (cii) the obligations of any insurer under any insurance policy (including any insurance policy obtained pursuant to Section 6.10 of the Merger Agreement), (iii) any employment compensation rights to indemnification to the extent provided for in the Organizational Documents of the Company or benefits matter affecting any Releasor in his of its Subsidiaries as of the date hereof, or her capacity (iv) any claims, actions, or causes of action that, as a directormatter of applicable Law, managerare not waivable. This release may not be altered except in a writing signed by the person or entity against whose interest such change shall operate. IMPORTANT—PRE-CLOSING HOLDERS SIGN HERE (Must be signed by the legal and beneficial owner(s) and/or registered Pre- Closing Holder(s) exactly as name(s) appear(s) on the on the records of the Company and/or on a security position listing or by Person(s) authorized to become registered holder(s) as evidenced by documents transmitted herewith. If signature is by trustees, officer executors, administrators, guardians, attorneys-in-fact, officers of corporations or employee others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 2.) Method of delivery of documentation is at the option and risk of the Pre-Closing Holder. See Instruction 1. Signature (s): Print Name: Title (if signing on behalf of an entity Holder): Mailing Address: Area Code and Telephone Number: Email Address: Dated: , 2020 Schedule 1 Company Securities Holdings Names(s) and Address(es) of Registered Owner(s) (Please fill in, if blank, exactly as name(s) appear(s) on the records of the Company) Company Interests (Attach additional list if necessary) Number and Class of Company Interests Schedule 2 Special Issuance and Delivery Instructions SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 2 and 3) To be completed ONLY if the Pro Rata Share of Merger Consideration are to be issued in the name of someone other than the undersigned Pre-Closing Holder. Company Securities Holdings to which the Special Issuance Instruction applies (must match at least one of the Company Securities Holdings listed on Schedule 1): Issue to: Name: (Please Print) Address: (Include Zip Code) (Tax Identification or Social Security No.) If the above space is inadequate, its Affiliates please note that fact above and continue on a separate attachment SPECIAL DELIVERY INSTRUCTIONS (See Instructions 2 and 3) To be completed ONLY if the Pro Rata Share of Merger Consideration are to be delivered to someone other than the undersigned or its Subsidiaries.to the undersigned at an address other than that shown above. Company Securities Holdings to which the Special Delivery Instruction applies (must match at least one of the Company Securities Holdings listed on Schedule 1): Deliver to: Name: (Please Print) Address: (Include Zip Code) If the above space is inadequate, please note that fact above and continue on a separate attachment IRS Form W-9 TO BE COMPLETED BY ALL U.S. PRE-CLOSING HOLDERS (See Instruction 4) [Complete attached Form W-9] Exhibit A-2 Form W-8BEN TO BE COMPLETED BY ALL NON-U.S. PRE-CLOSING HOLDERS (See Instruction 4) [Complete attached Form W-8BEN] Exhibit B Form of Registration Rights Agreement TO BE COMPLETED BY ALL PRE-CLOSING HOLDERS [Complete attached Form Registration Rights Agreement] Exhibit C Form of Stock Power TO BE COMPLETED BY ALL PRE-CLOSING HOLDERS OF COMPANY SECURITIES WHERE THE LETTER OF TRANSMITTAL IS NOT SIGNED BY THE REGISTERED OWNER OF THE COMPANY INTERESTS (See Instruction 2) [Complete attached Form Stock Power] EXHIBIT J FORM OF SPONSOR EARNOUT LETTER [See Attached] Forum Investors II, LLC 0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx Xxxxx, XX 00000 June 11, 2020 Forum Merger II Corporation c/o Forum Investors II, LLC 0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx Xxxxx, XX 00000 Attn: Xxxxx Xxxxx, Co-Chief Executive Officer Myjojo, Inc. c/o Ittella International LLC 0000 Xxxxxxx Xxxx. Xxxxxxxxx, XX 00000 Attention: Xxxxxxxxx Xxxxxxxx, Chief Executive Officer Xxxxxxxxx Xxxxxxxx, as Holder Representative 0000 Xxxxxxx Xxxx. Xxxxxxxxx, XX 00000 Re: Sponsor Earnout Letter Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, the “Merger Agreement”), by and among (i) Forum Merger II Corporation, a Delaware corporation (the “Parent”), (ii) Sprout Merger Sub, Inc., a Delaware corporation and a wholly-owned indirect subsidiary of Parent, (iii) Myjojo, Inc., a Delaware corporation (the “Company”), and (iv) Xxxxxxxxx Xxxxxxxx, in the capacity as the initial Holder Representative. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Merger Agreement. In order to induce the Company to enter into the Merger Agreement, the Sponsor has agreed to enter into this letter agreement (this “Agreement”). Pursuant to and subject to the terms and conditions of this Agreement, the Sponsor agrees to place into escrow 2,500,000 shares of Parent Common Stock that were purchased by Sponsor in a private placement prior to the IPO (the “Sponsor Earnout Shares”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sponsor and each of the undersigned parties hereby agrees as follows:

Release of Claims. (a) Subject As consideration for this discount payoff offer, which Xxxxx is not otherwise obligated to and upon the consummation of the Merger and make available to Borrower(s), the receipt and sufficiency of the Closing Merger Consideration to which the Stockholder consideration is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliateshereby acknowledged by Xxxxxxxx(s), and each as a condition to your (i.e., Xxxxxxxx(s) shown above) acceptance of this discounted payoff offer, Borrower, for himself or herself and his or her heirs, personal representatives, successors, and assigns, hereby jointly and severally, knowingly and voluntarily releases, discharges, and covenants not to sue, any of Ocwen, Investor and their respective heirs, Representativespredecessors, successors and assigns assigns, representatives, trustees, depositors, agents, affiliates, parents, subsidiaries, officers, employees, directors and shareholders, (such personscollectively, the “ReleasorsReleased Parties”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damagesliabilities, judgmentsdefenses, debtssetoffs, dues counterclaims, actions, and suits causes of every kind, nature and description whatsoeveraction of whatsoever kind or nature, whether known or unknown, asserted whether legal or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equityequitable, which he or she has, or may assert in the Stockholder future, against Ocwen, Investor and the Released Parties directly or indirectly, or in any manner connected with this offer and with any event, circumstance, notice of default, action, or failure to act, of any sort or type, whether known or unknown, whether legal or equitable, which was related or connected in any manner, directly or indirectly, to the Property or to the servicing of this Loan. Borrower(s) hereby further acknowledge and agree that, to the extent that any such claims may exist, the value to the Borrower(s) of the Releasors ever haddiscount payoff offer by Xxxxx contained in this letter, now has substantially and materially exceed any and all value of any kind or may hereafter have against nature whatsoever of any such claims. Xxxxx reserves the right to terminate this offer at any time prior to your timely acceptance of the Releaseesterms set forth above. All terms within this agreement must be strictly complied with, on and any failure to complete or by reason of comply with any matterterm constitutes failure to accept this discounted payoff offer rendering the offer is null and void. If this discounted payoff is not accepted, cause or thing whatsoever that arose is terminated prior to acceptance, or otherwise is not completed as instructed in the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly manner and time frame set forth in this letter, then nothing in this letter shall be construed to prejudice, waive, modify or alter any of Ocwen or Investor's rights or remedies in law or in equity in collecting the Merger Agreemententire amounts due and to come due on the Loan or be construed to waive any defense of Ocwen or Investor. OCWEN LOAN SERVICING, including LLC IS ATTEMPTING TO COLLECT A DEBT AND ANY INFORMATION OBTAINED WILL BE USED FOR THAT PURPOSE. Yours truly, Ocwen Loan Servicing, LLC Toll Free Phone: (000)000-0000 Fax: (000)000-0000 Email: XX@Xxxxx.xxx ACKNOWLEDGED AND ACCEPTED: By: _ _ Borrower Print Name _ _ Borrower Signature By: _ _ Co-Borrower Print Name _ Co-Borrower Signature Date: PAYMENT REMITTANCE INFORMATION (Always include Loan number with your payment) BANK WIRE TRANSFER Xxxxx Fargo Bank, NA ABA: 000000000 Account Name: Ocwen Loan Servicing, LLC in Trust for Various Investors and Mortgagors Account Number: 4124823352 Reference: Loan Number, Property Address, and Borrower Name. Email: Xxxxxxxxxxxxx@xxxxx.xxx with the right to receive details of the Closing Merger Consideration to which it may be entitled pursuant wire Loan Number: Affidavit of “Arm’s Length Transaction” Property address: Street City State Zip All Parties to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related contract to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.purchase aforementioned property dated: - Hereby affirm:

Release of Claims. (a) Subject to and upon To induce the consummation of the Merger Agent and the receipt Purchasers to enter into this Agreement, each Credit Party, on behalf of the Closing Merger Consideration to which the Stockholder is entitleditself and its agents, the Stockholderrepresentatives, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholderssubsidiaries, Subsidiaries affiliates, successors and Affiliatesassigns (collectively with each Credit Party, “Releasors” and individually a “Releasor”) hereby releases, acquits and forever discharges each Releasee (as defined below) from any and all liabilities, claims, demands, actions or causes of action of any kind (if any there be), whether absolute or contingent, due or to become due, disputed or undisputed, liquidated or unliquidated, at law or in equity, or known or unknown (collectively, “Claims”) that any Releasor now has, ever had or hereafter may have against the Agent or any Purchaser in any capacity, or any officer, director, employee, agent, attorney, representative, partner, subsidiary, affiliate and shareholder of the Agent or any Purchaser (collectively with the Agent and the Purchasers, the “Releasees” and individually a “Releasee”) based on acts, transactions, or circumstances occurring on or before the date of this Agreement that relate to: (i) any Transaction Documents; (ii) any transaction, action or omission contemplated thereby or concluded thereunder; or (iii) any aspect of the dealings or relationships between or among any Credit Party, on the one hand, and the Agent and/or any Purchaser, on the other hand, relating to any Transaction Document or any transaction, action or omission contemplated thereby or concluded thereunder. The provisions of this Section 6 shall be binding upon each Credit Party and shall inure to the benefit of the Releases and each of their respective heirs, Representativesexecutors, administrators, successors and assigns (such personsassigns. Each Credit Party hereby covenants that it will not sue, the “Releasors”)sue further, hereby fully and unconditionally (subject to the receipt of the amounts specified or otherwise prosecute in any way any Claim, person, or entity released in this paragraph) releases, acquits and forever discharges, Agreement on account of or otherwise relating to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its SubsidiariesClaims released herein.

Release of Claims. Effective upon the Closing, except with respect to a claim arising out of this Agreement or any ancillary agreement, document or instrument to be delivered in connection herewith and therewith (other than in respect of claims of each Company Holder described in subclause (B) below), each Company Holder hereby unconditionally and irrevocably waives, fully releases and forever discharges the Company, Buyer, the Surviving Corporation and their past and present directors, officers, employees, agents, predecessors, successors, assigns, equityholders, partners, insurers and Affiliates (the “Released Parties”) from, and covenants not to (a) Subject xxx or (b) participate in any civil action against any of the Released Parties for, any and all Liabilities and Actions of any kind or nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated and known or unknown (the “Claims”) with respect to (A) facts and upon circumstances existing at or prior to the consummation Effective Time that have been or could be asserted against a Released Party in connection with the transactions contemplated by this Agreement, and (B) the allocation of the Closing Payment and the Contingent Payments pursuant to this Agreement (including with respect to the timing and the amount of such payments), and, in each case ((A) and (B)), such Company Holder shall not seek to recover any amounts in connection therewith or thereunder from such Released Parties. Such released Liabilities shall include any right to recover against the Released Parties for any indemnification claims made against or paid by a Company Holder pursuant to ARTICLE 8. Each Company Holder understands that this is a full and final release of all claims, demands, causes of action and Liabilities of any nature whatsoever, whether or not known, suspected or claimed, that could have been asserted in any legal or equitable proceeding against the Released Parties, except as expressly set forth in this Section 6.8. For the avoidance of doubt, the foregoing release shall not apply and none of the following shall be released by each Company Holder: (i) if the Company Holder is an employee of any of the Released Parties, Claims for any benefit, wages or salary earned by the Company Holder arising out of or related to the Company Holder’s employment by any of the Released Parties to the extent earned and unpaid, (ii) Claims and rights of the Company Holder for indemnification and reimbursement by any of the Released Parties under the Constitutive Documents or under any Contract entered into by any of the Released Parties and the Company Holder (to the extent such Contract is set forth on Section 4.13.1(q) of the Disclosure Schedule), (iii) Claims of the Company Holder as a service provider or licensor of any of the Released Parties and (iv) Claims of the Company Holder to its right to receive the Closing Payment or Contingent Payments, as appropriate, in accordance with the terms of this Agreement, provided that, in each case, the Company Holder shall be subject to the no-circular recovery provisions set forth in Section 8.10. To the extent permitted by Applicable Law, each Company Holder expressly waives the benefit of any Applicable Law, which, if applied to the release set forth in this Section 6.8, would otherwise exclude from its binding effect any Claim not known by such Company Holder at the Effective Time to exist. Each Company Holder represents that it is not aware of any Claim by it other than the Claims that are waived, released and forever discharged by this Section 6.8. For the avoidance of doubt, the release set forth in this Section 6.8 is an integral part of the Merger and the receipt transactions contemplated by this Agreement and without such release, none of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective pastBuyer nor Merger Sub would have entered into this Agreement. Further, present nothing contained in this Section 6.8 shall be construed to prohibit a Company Holder from filing a charge with or future officersparticipating in any investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed each Company Holder hereby agrees to release (a) any right of the Stockholder expressly set forth in the Merger Agreementwaive its, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a directorright to recover monetary damages or other individual relief in any such charge, managerinvestigation or proceeding or any related complaint or lawsuit filed by the Company Holder or by anyone else on its, officer his or employee of her behalf. Notwithstanding anything to the Companycontrary in this Section 6.8, its Affiliates or its Subsidiaries[ * ].

Release of Claims. (a) Subject a. The undersigned, as a condition to and upon receiving the consummation applicable portion of the Merger and the receipt Consideration payable in respect of the Closing Merger Consideration Common Shares and effective as of the Closing, on behalf of himself, herself or itself, and on behalf of his, her or its (to which the Stockholder is entitledextent applicable) Subsidiaries (for the avoidance of doubt, not including the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s Company and its Subsidiaries) and each of its and their respective officers, directors, agents, general or limited partners, managers, management companies, members, stockholders, Subsidiaries equityholders, controlling Persons, representatives or Affiliates (for the avoidance of doubt, not including the Company and Affiliatesits Subsidiaries), and each or any heir, beneficiaries, executor, administrator trust, spouse, estate successor or assign of their respective heirsthe foregoing (each, Representatives, successors and assigns (such persons, the a “ReleasorsReleasing Party”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) irrevocably releases, acquits waives and forever discharges, to discharges (the fullest extent permitted by law, “Release”) each of Acquiror, Merger Sub, the Company, each of their subsidiaries Parent and affiliates Merger Sub and their respective Affiliates, and their Affiliates’ directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, equityholders, controlling persons, representatives, successors and assigns (each, a “Released Party”) from any and all past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claimssuits, demandsproceedings, damagesexecutions, judgments, duties, debts, dues dues, accounts, bonds, contracts and suits of every kindcovenants (whether express or implied), nature and description whatsoeverclaims and demands whatsoever whether in law or in equity (whether based upon contract, tort or otherwise and whether absolute or contingent, liquidated or unliquidated, known or unknown, asserted determined, determinable or unassertedotherwise) (collectively, suspected “Claims”) arising out of or unsuspectedrelating to, absolute directly or contingentindirectly, unmatured such Releasing Party’s capacity as a shareholder of the Company (the “Released Claims”), including (i) the undersigned’s ownership or inchoate, both at law and in equity, which purported ownership of the Stockholder Common Shares to be surrendered herewith or any other securities of the Releasors ever hadCompany (including any right or purported right to receive any additional securities of the Company), now has (ii) the undersigned’s allocation of the Merger Consideration referenced in the Allocation Schedule or (iii) the transactions contemplated by the Merger Agreement, including any and all claims that a Releasing Party may hereafter have against any of the ReleaseesReleased Parties with respect to any other contract, on agreement or by reason of any matter, cause other arrangement (whether written or thing whatsoever that arose prior verbal) related to the Closing; Releasing Party’s capacity as a shareholder of the Company and/or the Releasing Party’s direct or indirect ownership interest in the Company (or right or purported right to receive any securities of the Company), breach or alleged breach of fiduciary duty or otherwise; provided, however, that nothing herein shall be deemed that, subject to release (a) and without limiting any right of the Stockholder expressly set forth acknowledgements and agreements made by the undersigned herein and by the Company in the Merger Agreement, including nothing contained herein shall operate to release any Claims arising from rights of any Releasing Party (a) pursuant to and in accordance with any Transaction Document to which the right Releasing Party is a party or with respect to which the Releasing Party is a third party beneficiary (including, for the avoidance of doubt, the rights of the undersigned to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement subject to the terms and conditions thereof), (b) pursuant to any right to indemnification that any director or officer might have against the Company and its Subsidiaries under the provisions of the Governing Documents of the Company and its Subsidiaries relating to such director, manager or officer serving in that capacity prior to the Effective Time, (c) if such Releasing Party is a current or former officer, employee or service provider of the Company or any of its Subsidiaries, Claims arising under and pursuant to the terms of any employment, stock option, bonus or other employment or compensation agreements or plans in respect of the employment of the undersigned in respect of services provided by the Releasing Party to the Company or any of its Subsidiaries prior to the Effective Time, (d) pursuant to any commercial agreement between or among the Releasing Party, on the one hand, and the Released Party, on the other hand or any other agreements or arrangements between or among such parties that survive the Closing in accordance with Section 5.13 of the Merger Agreement or (e) for common law fraud (each Claim set forth in the foregoing clauses (a)-(e), an “Excluded Claim”). The undersigned understands that each of the Company, Parent and Merger Sub has relied on each of the agreements set forth in this Letter of Transmittal in determining to enter into the Merger Agreement and consummate the transactions contemplated thereby, and the undersigned acknowledges and agrees that the execution of the Merger Agreement, the consummation of the transactions contemplated thereby and the delivery of the applicable portion of the Merger Consideration to the undersigned in respect of the undersigned’s Common Shares constitutes good and valid consideration for the agreements contained in this Letter of Transmittal and that this Letter of Transmittal shall be fully binding on and enforceable against the undersigned by each of the Company, Merger Sub and Parent. The Released Parties are intended third-party beneficiaries of the Release and the Release may be enforced by each of them in accordance with the terms thereof, (b) any liabilities of a Releasee hereof in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee respect of the Company, its Affiliates or its Subsidiariesrights granted to such Released Parties hereunder.

Release of Claims. (a) Subject a. The Loan Parties may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Credit Agreement or the other Loan Documents. The Administrative Agent, the Lenders, the Issuing Lender, the Swingline Lender, and upon the consummation Loan Parties desire to resolve each and every one of such Claims in conjunction with the execution of this Consent and thus the Loan Parties make the releases contained in this Section 12. In consideration of the Merger Administrative Agent and the receipt Lenders entering into this Consent, the Loan Parties hereby fully and unconditionally release and forever discharge each of the Closing Merger Consideration to which the Stockholder is entitledAdministrative Agent, the StockholderLenders, andthe Issuing Lender, if the Stockholder is a legal entitySwingline Lender and their respective directors, together with the Stockholder’s officers, directorsemployees, stockholderssubsidiaries, Subsidiaries and Affiliatesbranches, and each of their respective heirsaffiliates, Representativesattorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (such personscollectively, the “ReleasorsReleased Parties”), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actionsallegations, causes of action, claimscosts or demands and liabilities, demandsof whatever kind or nature, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverarising prior to the date on which this Consent is executed, whether known or unknownunknown to the Loan Parties on the date hereof, whether liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, absolute anticipated or contingent, unmatured or inchoate, both at law and in equityunanticipated, which the Stockholder Loan Parties have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Consent is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Consent is executed, in each case, arising out of the Loans, the Obligations, the Credit Agreement or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger AgreementLoan Documents, including the right to receive administration or enforcement thereof (collectively, all of the Closing Merger Consideration to foregoing, the “Claims”). The Loan Parties represent and warrant that they have no knowledge of any Claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which it may on the date hereof would be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities basis of a Releasee in connection with any future transactions between Claim by the parties Loan Parties against the Released Parties which is not released hereby. The Loan Parties represent and warrant that are not related to the Merger Agreement or the transactions contemplated thereby foregoing constitutes a full and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee complete release of the Company, its Affiliates or its Subsidiariesall Claims.

Release of Claims. (a) Subject to and upon the consummation Except as set forth in Section 8 below, in consideration of the Merger payments and benefits described herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, you, for yourself, your marital community, heirs, beneficiaries, assigns and legal successors in interest, agree to fully and forever release, discharge, indemnify and hold harmless each of the Closing Merger Consideration to which the Stockholder is entitledCompany Entities (including, the Stockholderwithout limitation, andCommerceHub, if the Stockholder is a legal entityInc., together with the Stockholder’s officersCommerce Technologies, directors, stockholders, Subsidiaries and Affiliates, LLC and each of their direct or indirect parents, subsidiaries, and affiliates), and their respective heirsdirectors, Representativesofficers, shareholders, controlling persons, employees, agents, attorneys, and insurers, predecessors in interest, and successors in interest, and assigns any affiliate of any of the foregoing (such personscollectively, the “ReleasorsReleased Persons”), hereby fully ) of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agentsfrom, and the Company Stockholders prior to Closing (such personsyou hereby waive, the “Releasees”), from and against any and all liabilitiesclaims, actionssuits, demands, actions and/or other causes of action, claimswhether for contribution or indemnification, demandsdebts or other sums of money, covenants, contracts, agreements, promises, damages, judgments, debtssettlements, dues and suits fines, penalties, attorney’s fees, costs, or any other demands, liabilities or obligations of every kind, any kind or nature and description whatsoever, whether known in law or unknownat equity, asserted or unasserted, suspected known or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equityunknown, which the Stockholder or any of the Releasors you now have, ever had, now has or may hereafter ever claimed to have had (collectively “Claims”) against any of the ReleaseesReleased Persons, on or by reason of any matter, cause or thing whatsoever occurring up to and including the date that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger you sign this Agreement, including including, without limitation, any Claims arising out of, connected with, or in any way related to your employment with CommerceHub and/or the termination thereof, other than your right to receive the Closing Merger Consideration to which it may be entitled Severance Amount and Bonus Payment (if earned) pursuant to Section 1 above, payment for accrued PTO (if any) under Section 3 above, and payment for contributions to the Merger Agreement ESPP (if any) under Section 4 above, and to potentially receive reimbursement for COBRA payments pursuant to Section 4 above in accordance with the terms thereofof this Agreement. You acknowledge and agree that this release, discharge, indemnification and waiver includes, without limitation, any Claim based on any principles of common law (b) tort, contract, or otherwise), or on any liabilities foreign, federal, state, or local law, statute, regulation or ordinance, including those relating to age, sex, race, disability, religion, national origin, or other form of discrimination, retaliation, or any other employment related matter, including without limitation any Claims Release and Separation Agreement Page 2 of 2 under the National Labor Relations Act; the Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964; the Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act; the Family and Medical Leave Act of 1993; and any other state or local laws and regulations of any kind. This release does not affect your entitlement to any vested accrued benefit to which you may be entitled under any employee benefit plan subject to ERISA or your right to enforce the terms of this Agreement. You are expressly advised, and hereby acknowledge that you understand, that you are releasing all claims for discrimination on the basis of age under federal, state and local law, including without limitation the federal Age Discrimination in Employment Act. You acknowledge that you intend that this Agreement shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. You expressly consent that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown, unsuspected or unanticipated Claims (notwithstanding any statute that expressly limits the effectiveness of a Releasee general release of unknown, unsuspected or unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied that may exist up to and including the date of this Agreement. You acknowledge and agree that this release is an essential and material term of this Agreement, and CommerceHub is entering into this Agreement in connection reliance on such release. You further agree that if you bring a Claim seeking damages or relief against any Released Person, or if you seek to recover against any Released Person in any Claim brought by a governmental agency on your behalf, the release set forth in this Agreement shall serve as a complete defense to such Claims, and you shall reimburse each Released Person for any attorneys’ fees or expenses or other fees and expenses incurred in defending any such Claim. You further agree that you will not be entitled to and will disclaim and refuse relief from, or sought by, any administrative agency based upon or investigating any Claim or other matter released in this Agreement to the fullest extent allowed by law and subject to Section 8 below. Without in any way limiting the generality of the foregoing release of Claims, you agree that, other than the payments set forth in Sections 1 (Severance Payment; Bonus Payment), 3 (Vacation Pay) and 4 (Benefits) above, and other than your rights with any future transactions between respect to your stock option grant dated July 20, 2016 with respect to shares of CommerceHub, Inc. Series C common stock pursuant to the parties that Stock Option Agreement dated July 21, 2016 and the CommerceHub, Inc. Legacy Stock Appreciation Rights Plan applicable thereto, which option, as of the Date of Termination, you acknowledge will have vested as to 76,359 shares underlying such option (such vested options, the “Vested Options”), you are not related entitled to any other compensation, remuneration, bonus, severance, benefit, compensation, payment or incentive (including any capital stock, stock option, stock appreciation right or any other equity-based incentive) or any reimbursement of any expenses of any kind or nature or expectation of remuneration from any Released Person, whether pursuant to any pre-existing or contemporaneous oral or written agreement or otherwise. For avoidance of doubt, you acknowledge that, other than the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity Vested Options, as a director, manager, officer or employee of the CompanyDate of Termination, its Affiliates or its Subsidiariesno other equity incentive compensation provided to you will have vested, all further vesting of equity incentive awards previously provided to you will cease and such awards will terminate and will no longer be outstanding.

Release of Claims. (a) Subject to and upon the consummation Effective as of the Merger Effective Date, each Effective Time Holder on behalf of itself and the receipt each of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, its equity holders (if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, any) and each of their respective Subsidiaries, Affiliates, employees, agents, advisors, heirs, Representativeslegal representatives, successors and assigns (such persons, the each a “ReleasorsReleasor”), hereby fully and unconditionally (subject pursuant to the receipt its Joinder, Letter of the amounts specified in this paragraph) releasesTransmittal, acquits or both, shall completely release, acquit and forever dischargesdischarge, to the fullest extent permitted by lawLaw, each of Acquiror, Merger SubParent, the CompanySurviving Corporation, the Company and each of their subsidiaries respective Affiliates and affiliates and each of their respective pastcurrent, present or former and future officers, directors, employees, counsel and agents, advisors, successors and the Company Stockholders prior to Closing assigns (such personscollectively, the “Releasees”)) from any losses, from and against any and all liabilities, suits, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverdebts or rights, whether fixed or contingent, known or unknown, asserted matured or unassertedunmatured, suspected arising out of, relating to, or unsuspectedin any manner connected with any facts, absolute events or contingentcircumstances, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever hadactions taken, now has at or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; providedconsummation of the Transactions (including the Merger) that any Releasor ever had or now has against the Releasees (collectively, howeverthe “Released Matters”), that nothing herein shall be deemed excluding any liabilities arising solely in relation to release the Transactions (including the Merger) (collectively, the “Release of Claims”). Pursuant to the Joinders, Letters of Transmittal, or both, each Effective Time Holder will (a) any right represent and warrant that such Effective Time Holder has (i) had the opportunity to consult with legal counsel of its choice, (ii) been fully informed of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofnature and contents of its Release of Claims and (ii) entered into such Release of Claims freely, (b) acknowledged that it would be difficult to fully compensate Parent or any liabilities of a Releasee in connection with its Affiliates for damages resulting from any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee breach of the Companyprovisions of such Release of Claims. Accordingly, in the event of any actual or threatened breach of such provisions, Parent and its Affiliates shall (in addition to any other remedies that it may have) be entitled to seek temporary and/or permanent injunctive relief to enforce such provisions and recover related attorneys’ fees and costs. Each Effective Time Holder will further acknowledge in its respective Joinder, Letter of Transmittal, or both, that its Subsidiaries.Release of Claims constitutes a material inducement to Parent to consummate the Transactions (including the Merger) and Parent will be relying on the enforceability of such Release of Claims in consummating the Transactions. 5.16

Release of Claims. (a) Subject to and upon the consummation As consideration of the Merger Option Cancellation Payment, pursuant to this Agreement, which, Releasing Party (as defined below) acknowledges is valid and the receipt sufficient consideration, you, on behalf of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, yourself and each of their respective your agents, trustees, beneficiaries, heirs, Representativeslegal representatives, successors executors, administrators, estate, successors, and assigns (such personseach, the a “ReleasorsReleasing Party”), hereby fully and irrevocably, unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever dischargesrelease, acquit, discharge and covenant not to xxx, to the fullest extent permitted by lawapplicable Law, each of AcquirorParent, Merger Sub, the Representative, the Company, the Surviving Corporation and each of their subsidiaries respective current, former and affiliates and their respective past, present or future officers, directors, managers, employees, counsel and representatives, agents, members, equity holders, subsidiaries, Affiliates, employees, agents, representatives, successors, predecessors or assigns (collectively, the “Released Parties”), with respect to any and all rights, actions, claims, demands, liabilities, obligations, judgments, penalties, losses, damages, costs and expenses (including reasonable and documented attorneys’ and other professionals’ and experts’ fees, costs and other reasonable and documented out-of-pocket expenses incurred) (individually and collectively, “Claims”) relating to your relationship with the Company or any of its subsidiaries as an equity holder or service provider and arising out of facts or circumstances in existence at or prior to the Closing and/or the Merger Agreement or the transactions contemplated hereby and thereby (including, without limitation, the Merger), in all such cases, at law or in equity, known or unknown, matured or unmatured, contingent or fixed, liquidated or unliquidated, whether based on federal, state or foreign law or any other right of action, foreseen or unforeseen, disputed or undisputed, accrued or not accrued, of any kind or nature or description whatsoever, from the beginning of time up to and through the closing of the Merger, that any Releasing Party had, presently has or may hereafter have or claim or assert to have against any Released Party, including, without limitation, any Claims related to any investment by any Releasing Party in the Company; provided, that the Release shall not extend to (1) any rights to payments pursuant to the Merger Agreement and any claim by the undersigned to enforce the terms of, or any breach of the Merger Agreement and related agreements, (2) any rights to continuing indemnification, exculpation or expense advancement to the extent provided under (A) any indemnification agreement to which the undersigned and the Company Stockholders are parties or (B) any applicable policy of directors’ and officers’ insurance maintained by the Company or (3) if the undersigned is or was a director, employee or other service provider of the Company, (A) rights to accrued but unpaid wages, salaries or other cash compensation due to he, she or it that remain unpaid as of the date hereof, (B) rights to expense reimbursements for reasonable and necessary business expenses incurred and documented prior to Closing the date hereof and consistent with prior expenditures, (such personsC) unreimbursed claims under employee health and welfare plans, consistent with terms of coverage, and (D) the “Releasees”)entitlement of the undersigned to continuation coverage benefits or any other similar benefits required to be provided by law. FOR THE PURPOSE OF IMPLEMENTING A FULL AND COMPLETE RELEASE AND DISCHARGE OF ALL CLAIMS, YOU EXPRESSLY WAIVE ALL RIGHTS AFFORDED BY ANY STATUTE OR COMMON LAW PRINCIPLE IN ANY JURISDICTION WHICH LIMITS THE EFFECT OF A RELEASE WITH RESPECT TO UNKNOWN CLAIMS, INCLUDING, WITHOUT LIMITATION, SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS IN FULL AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. YOU UNDERSTAND THE SIGNIFICANCE OF THIS RELEASE OF UNKNOWN CLAIMS AND WAIVER OF STATUTORY PROTECTION AGAINST A RELEASE OF UNKNOWN CLAIMS. YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THE MERGER AGREEMENT AND THIS AGREEMENT. You hereby indemnify and hold harmless the Released Parties, as applicable, from and against any and all liabilitiesClaims, actionsif any, causes that are released pursuant to this Agreement and brought by or in connection with anyone claiming by, through or under you. You acknowledge and agree that the Option Cancellation Payment constitutes full satisfaction of actionyour rights with respect to the canceled Options, claimsincluding any and all rights you may have under the Plan and/or the Option Grant Agreement(s) (as defined above), demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which that you will have no right to any other payments with respect to your Options after the Stockholder or any Effective Time. This release shall become effective only upon the consummation of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior Merger pursuant to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right terms and conditions of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.

Release of Claims. (a) Subject to Cyalume and upon the consummation CTI, on behalf of the Merger itself, and the receipt all of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries its affiliates and Affiliates, agents and each of their respective heirspredecessors, Representativessuccessors, successors assigns and assigns transferees and any person or entity claiming by, through or under any such party (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) forever releases, acquits and forever dischargesdischarges and covenants not to sxx any of GMS Acquisition Partners Holdings, to the fullest extent permitted by lawLLC, each a Delaware limited liability company and an affiliate of AcquirorPurchaser (“GMS”), Merger SubDepositor, the Companytheir respective equity holders and affiliates, and each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel members, partners and agents, and the Company Stockholders prior to Closing agents (such personscollectively, the “Releasees”), of and from and against any and all liabilitiesclaims, actionsallegations, requests for relief, and causes of action, claimswhether based on any federal, demandsstate or foreign law or right of action, damagesdirect, judgmentsindirect or representative in nature, debtsforeseen or unforeseen, dues and suits of every kindmatured or unmatured, nature and description whatsoever, whether known or unknown, asserted contingent or unassertedfixed (collectively, suspected “Claims”) which any Releasor has, had or unsuspectedmay have had (or that might be brought by, absolute through, or contingenton behalf of any such Releasor) against the Releasees, unmatured or inchoate, both at law and in equity, which the Stockholder or any of them, with respect to (i) that certain Stock Purchase Agreement dated February 14, 2008 by and among Cyalume, GMS, Vector Intersect Acquisition Corporation, Cyalume Acquisition Corp, as amended (the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger “Acquisition Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof”), (bii) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and or referenced therein or (ciii) any employment compensation indemnification obligations which GMS or benefits matter affecting any Releasor other Releasee may have, under the Acquisition Agreement or otherwise, with respect to any losses, payments, demands, penalties, liabilities, judgment damages, diminution in his value, claim or her capacity expenses which Cyalume or any of its subsidiaries is subjected to as a director, manager, officer or employee result of any of the Companyfollowing lawsuits or any appeal thereof (together, its Affiliates the “Subject Lawsuits”): (a) Rxxxxx X. Xxxxxxx, et al. v. Exxx Xxxxxxxx and Cyalume Technologies, Inc., Civil Action No. 06-706 (Mass. Super. Ct.)(the “Omniglow Lawsuit”) or its Subsidiaries(b) Cyalume Technologies, Inc. v. Ixx Xxxxxx, et al., Index No. 603512/06 (N.Y. Sup. Ct.) (the “NY Lawsuit”) (collectively, the “Released Claims”), other than the obligation of Depositor to place the Escrowed Shares and the Proceeds thereof, each as defined below, into escrow with Cyalume, as described and subject to the terms and conditions set forth herein.

Release of Claims. (a) Subject This Amendment is intended to be a further accommodation by Bank to Borrower. In consideration of all such accommodations, and upon acknowledging that Bank will be specifically relying on the consummation of the Merger following provisions as a material inducement in entering into this Amendment, and for other good and valuable consideration, the receipt and sufficiency of the Closing Merger Consideration to which the Stockholder is entitledhereby acknowledged, the Stockholdereach Borrower, andon behalf of itself and its shareholders and subsidiaries, if the Stockholder is a legal entityhereby releases, together with the Stockholder’s officersremises and forever discharges Bank and its agents, servants, employees, directors, stockholdersofficers, Subsidiaries and Affiliatesattorneys, and each of their respective heirsaccountants, Representativesconsultants, affiliates, representatives, receivers, trustees, subsidiaries, predecessors, successors and assigns (such personscollectively, the “ReleasorsReleased Parties”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actionsdamages, causes of action, claimslosses, demands, damagesliabilities, judgmentsobligations, debtsactions and causes of action whatsoever (whether arising in contract or in tort, dues and suits of every kind, nature and description whatsoeverwhether at law or in equity), whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute matured or contingent, unmatured liquidated or inchoateunliquidated, both at law and in equityany way arising from, which in connection with, or in any way concerning or relating to the Stockholder Loan Agreement, the other related documents, or any dealings with any of the Releasors ever had, now has Released Parties in connection with the transactions contemplated by such documents or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose this Amendment prior to the Closing; execution of this Amendment. This release shall be and remain in full force and effect notwithstanding the discovery by any Borrower after the date hereof (a) of any new or additional claim against any Released Party, (b) of any new or additional facts in any way relating to the subject matter of this release, (c) that any fact relied upon by it was incorrect or (d) 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, that nothing herein this release shall be deemed not extend to release (a) any right claims arising after the execution of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee this Amendment in connection with the Loan Agreement. Each Borrower acknowledges and agrees that this release is intended to, and does, fully, finally and forever release all matters described in this Section 13, notwithstanding the existence or discovery of any future transactions between the parties that are not related to the Merger Agreement such new or the transactions contemplated thereby and (c) any employment compensation additional claims or benefits matter affecting any Releasor in his facts, incorrect facts, misunderstanding of law, misrepresentation or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesconcealment.

Release of Claims. (a) Subject Employee, on behalf of Employee and Employee’s executors, heirs, administrators, representatives and assigns, hereby agrees to release and upon forever discharge the consummation Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of the Merger their past and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officerspresent investors, directors, stockholdersshareholders, Subsidiaries officers, general or limited partners, employees, attorneys, agents and Affiliatesrepresentatives, and each the employee benefit plans in which Employee is or has been a participant by virtue of their respective heirs, Representatives, successors and assigns Employee’s employment with or service to the Company (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actionsdebts, demands, accounts, judgments, rights, causes of action, claims, demandsequitable relief, damages, judgmentscosts, debtscharges, dues complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and suits liability of every kind, nature kind and description whatsoevercharacter whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspectedunsuspected (collectively, absolute or contingent, unmatured or inchoate, both at law and in equity“Claims”), which the Stockholder or any of the Releasors ever had, now Employee has or may hereafter have had against such entities based on any events or circumstances arising or occurring on or prior to the date Employee signs this Release, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Employee’s employment by or service to the Company or Employee’s cessation of such employment or service, including, without limitation, any and all Claims that Employee may have against any of the ReleaseesCompany Releasees with respect thereto whether pursuant to any contract or agreement, on breach or by reason alleged breach of fiduciary duty or otherwise, and any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, and claims of any matterkind that may be brought in any court or administrative agency including, cause or thing whatsoever that arose prior to without limitation, claims under the Closing; providedAge Discrimination in Employment Act, however29 U.S.C. Section 621, that nothing herein shall be deemed to release et seq. (a) any right “ADEA”); Title VIl of the Stockholder expressly set forth in Civil Rights Act of 1964, as amended by the Merger AgreementCivil Rights Act of 1991, including 42 U.S.C. Section 2000, et seq.; the right to receive Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101, et seq.; the Closing Merger Consideration to which it may be entitled pursuant to Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et seq.; the Merger Agreement in accordance with Civil Rights Act of 1866, and Civil Rights Act of 1991, 42 U.S.C. Section 1981, et seq.; the terms thereofEqual Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. Section 2601, et seq.; the False Claims Act , 31 U.S.C. Section 3729 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. Section 201, et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. Section 1001, et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. Section 2101, et seq.; the Xxxxxxxx-Xxxxx Act of 2002; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code Section 12940, et seq.; the California Equal Pay Law, as amended, Cal. Lab. Code Section 1197.5(a), et seq.; the Xxxxx-Xxxxx-Xxxxxxx Family Rights Act of 1991, as amended, Cal. Government Code Sections 12945.2 and 19702.3; California Labor Code Sections 1101, 1102; the California WARN Act, California Labor Code Section 1400 et. seq; California Labor Code Sections 1102.5(a) and (b) ); Claims for wages under the California Labor Code and any liabilities other federal, state or local laws of a Releasee similar effect; Claims under the employment and civil rights laws of California; Claims for breach of contract; Claims arising in connection with any future transactions between the parties that are not related to the Merger Agreement tort, including, without limitation, Claims of wrongful dismissal or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a directordischarge, managerdiscrimination, officer or employee harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the Companyimplied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, its Affiliates or its Subsidiariesincluding, without limitation, compensatory damages, punitive damages, injunctive relief and attorney's fees.

Release of Claims. (a) Subject to and upon the consummation Effective as of the Merger Closing, each Seller Indemnified Party (on such Seller Indemnified Party’s own behalf and the receipt on behalf of the Closing Merger Consideration to which the Stockholder is entitledhis, the Stockholderher or its Affiliates) hereby irrevocably, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries unconditionally and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) completely releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Subdischarges Buyer, the CompanyCompany (and the parents, each of their subsidiaries successors and affiliates and their respective past, present or and future officersassigns, directors, employeesofficers, counsel and agents, attorneys and representatives of the Company Stockholders prior to Closing foregoing respective entities) (such persons, the “Releasees”)) from any past, from present and against any and all liabilities, actions, causes of actionfuture disputes, claims, controversies, demands, damagesrights, judgmentsobligations, debtsliabilities, dues actions and suits causes of action of every kindkind and nature involving, nature and description whatsoeveror that may be asserted by, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder Seller Indemnified Party or any of the Releasors ever hadSeller Indemnified Party’s Affiliates may have had in the past, may now has have or may hereafter have in the future against any of the Releasees, on directly or indirectly relating to or directly or indirectly arising out of: (i) any written or oral agreement entered into by reason the Seller Indemnified Party with the Company, arrangement or plan of the Company occurring, existing, entered into or adopted by or in favor of the Seller Indemnified Party or any of the Seller Indemnified Party’s Affiliates at any time up to and including the date of the Closing; or (ii) any event, matter, cause cause, thing, act, omission or thing whatsoever that arose prior conduct occurring or existing at any time up to and including the Closing; date of this letter agreement, including, without limitation, any claim arising (directly or indirectly) out of or in any way connected with any employment or other relationship of the Seller Indemnified Party or any of the Seller Indemnified Party’s Affiliates with (I) any of the Releasees; provided, however, that nothing herein shall be deemed to release (a) the Seller Indemnified Party is not releasing any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant rights available to the Merger Seller Indemnified Party to any rights to payment under this Agreement in accordance or any other agreement entered into by the Seller Indemnified Party with the terms thereof, (b) any liabilities of a Releasee Company in connection with the Closing, (II) any future transactions between entitlement to salary, bonuses, other compensation or employment benefits under any other Material Contract appearing on the parties that are not related Disclosure Schedule earned or accrued by or for the benefit of any of the Seller Indemnifying Parties prior to the Merger Agreement or consummation of the transactions contemplated thereby and (c) by this Agreement in respect of services performed by any employment compensation or benefits matter affecting any Releasor in his or her capacity of the Seller Indemnifying Parties as a director, managerofficer, officer or employee of the Company; and (III) any right to exculpation, its Affiliates indemnification or its Subsidiariesadvancement of expenses from the Company pursuant to (w) the terms of any indemnification agreement between the Seller Indemnifying Parties and the Company, (x) the organizational documents of the Company, (y) applicable law or (z) the terms of this Agreement.

Release of Claims. (a) Subject to and upon the consummation of the Merger The Optionee and the receipt of the Closing Merger Consideration to which the Stockholder is entitledCompany hereby irrevocably, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries unconditionally and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) completely releases, acquits and forever discharges, effective as of and subject to the fullest extent permitted by lawPurchase Closing Date, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing other (such persons, the “ReleaseesReleasee(s)”), ) from and against any and all liabilities, actions, causes of actiondisputes, claims, demands, damagesliabilities, judgments, debts, dues actions and suits causes of every kind, nature and description whatsoever, whether known action relating to matters preceding the Purchase Closing Date involving or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement ownership of share capital in the Company, its securities and operations and actions prior the Closing Date, or, with respect to the Company, for which the Company is or becomes responsible, including, without limitation any claim or right that may be asserted or exercised by such Optionee in the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her Optionee's capacity as a Seller, director, manager, officer or employee of the Company or in any other capacity (each, a “Claim”), and hereby irrevocably waives each and every Claim that such Releasee may have had in the past, may now have, except with respect to the Optionee, if made in accordance with the provisions hereof (and including for the avoidance of doubt in connection with any shareholders agreements of the Company). The release and waiver contained herein shall not apply to a Releasee for (i) any breach of the SPA and/or this Agreement or any of the ancillary documents hereto and thereto (including the Ancillary Documents) by such Releasee, and (ii) with respect to the Company, its Affiliates in connection with any Claim made by the Optionee in such Optionees' capacity as a director or its Subsidiariesan employee or consultant of the Company, for payments due from the Company to the Optionee in connection with such services (excluding, for the sake of clarity, any Claims for Company share options or Shares in the Company or any remuneration in lieu thereof or with respect thereto), and (iii) the D&O insurance and indemnification obligation with respect to directors and officers of the Company.

Release of Claims. (a) Subject to and upon the consummation Each of the Merger Borrower and the receipt of other Credit Parties hereby releases, remises, acquits and forever discharges each Lender, each Agent and the Closing Merger Consideration to Issuing Bank (including any Person which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, resigning or assuming such respective capacity) and each of their respective heirsemployees, Representativesagents, successors and assigns (such personsrepresentatives, the “Releasors”)consultants, hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releasesattorneys, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employeespartners, counsel fiduciaries, predecessors, successors and agentsassigns, subsidiary corporations, parent corporations and the Company Stockholders prior to Closing related corporate divisions (such personscollectively, the “ReleaseesReleased Parties”), from and against any and all liabilities, actions, causes of action, judgments, executions, suits, debts, claims, demands, damagesliabilities, judgmentsobligations, debtsdamages and expenses of any and every character, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted direct or unassertedindirect, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and or in equity, which the Stockholder of whatever nature or kind, whether heretofore or hereafter arising, for or because of any manner of things done, omitted or suffered to be done by any of the Releasors ever hadReleased Parties prior to and including the date of execution hereof, now has and in any way directly or may hereafter have against any of the Releasees, on or by reason indirectly arising out of any matteror in any way connected to this Amendment or the other Loan Documents (collectively, cause the “Released Matters”). Borrower and each other Credit Party each hereby acknowledges that the agreements in this Section 10 are intended to be in full satisfaction of all or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee alleged injuries or damages arising in connection with the Released Matters. Borrower and each other Credit Party each hereby represents and warrants to each Lender, each Agent and the L/C Issuer (including any future transactions between Person which is resigning or assuming such respective capacity) that it has not purported to transfer, assign or otherwise convey any right, title or interest of such Borrower or any other Credit Party in any Released Matter to any other Person and that the parties that are not related to the Merger Agreement or the transactions contemplated thereby foregoing constitutes a full and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a directorcomplete release of all Released Matters. EACH OF BORROWER AND EACH OTHER CREDIT PARTY AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, managerUNANTICIPATED OR MISUNDERSTOOD DEFENSES, officer or employee of the CompanyCLAIMS, its Affiliates or its Subsidiaries.CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH OF BORROWER AND EACH OTHER CREDIT PARTY HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH OF BORROWER AND EACH OTHER CREDIT PARTY WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER. [Signature page follows]

Release of Claims. (a) Subject to and upon the consummation Except as set forth in Section 8 below, in consideration of the Merger payments and benefits described herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, you, for yourself, your marital community, heirs, beneficiaries, assigns and legal successors in interest, agree to fully and forever release, discharge, indemnify and hold harmless each of the Closing Merger Consideration to which the Stockholder is entitledCompany Entities (including, the Stockholderwithout limitation, andCommerceHub, if the Stockholder is a legal entityInc., together with the Stockholder’s officersCommerce Technologies, directors, stockholders, Subsidiaries and Affiliates, LLC and each of their direct or indirect parents, subsidiaries, and affiliates), and their respective heirsdirectors, Representativesofficers, shareholders, controlling persons, employees, agents, attorneys, and insurers, predecessors in interest, and successors in interest, and assigns any affiliate of any of the foregoing (such personscollectively, the “ReleasorsReleased Persons”), hereby fully ) of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agentsfrom, and the Company Stockholders prior to Closing (such personsyou hereby waive, the “Releasees”), from and against any and all liabilitiesclaims, actionssuits, demands, actions and/or other causes of action, claimswhether for contribution or indemnification, demandsdebts or other sums of money, covenants, contracts, agreements, promises, damages, judgments, debtssettlements, dues and suits fines, penalties, attorney’s fees, costs, or any other demands, liabilities or obligations of every kind, any kind or nature and description whatsoever, whether known in law or unknownat equity, asserted or unasserted, suspected known or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equityunknown, which the Stockholder or any of the Releasors you now have, ever had, now has or may hereafter ever claimed to have had (collectively “Claims”) against any of the ReleaseesReleased Persons, on or by reason of any matter, cause or thing whatsoever occurring up to and including the date that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger you sign this Agreement, including including, without limitation, any Claims arising out of, connected with, or in any way related to your employment with CommerceHub and/or the termination thereof, other than your right to receive the Closing Merger Consideration Severance Amount (and your right to which it may be entitled not repay the Prepaid Bonus) pursuant to Section 1 above, payment for accrued PTO (if any) under Section 3 above, and payment for contributions to the Merger Agreement ESPP (if any) under Section 4 above, and to potentially receive reimbursement for COBRA payments pursuant to Section 4 above in accordance with the terms thereofof this Agreement. You acknowledge and agree that this release, discharge, indemnification and waiver includes, without limitation, any Claim based on any principles of common law (b) tort, contract, or otherwise), or on any liabilities foreign, federal, state, or local law, statute, regulation or ordinance, including those relating to age, sex, race, disability, religion, national origin, or other form of discrimination, retaliation, or any other employment related matter, including without limitation any Claims under the National Labor Relations Act; the Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964; the Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act; the Family and Medical Leave Act of 1993; and any other state or local laws and regulations of any kind. This release does not affect your entitlement to any vested accrued benefit to which you may be entitled under any employee benefit plan subject to ERISA or your right to enforce the terms of this Agreement. You are expressly advised, and hereby acknowledge that you understand, that you are releasing all claims for discrimination on the basis of age under federal, state and local law, including without limitation the federal Age Discrimination in Employment Act. You acknowledge that you intend that this Agreement shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. You expressly consent that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown, unsuspected or unanticipated Claims (notwithstanding any statute that expressly limits the effectiveness of a Releasee general release of unknown, unsuspected or unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied that may exist up to and including the date of this Agreement. You acknowledge and agree that this release is an essential and material term of this Agreement, and CommerceHub is entering into this Agreement in connection with reliance on such release. You further agree that if you bring a Claim seeking damages or relief against any future transactions between Released Person, or if you seek to recover against any Released Person in any Claim brought by a governmental agency on your behalf, the parties release set forth in this Agreement shall serve as a complete defense to such Claims, and you shall reimburse each Released Person for any attorneys’ fees or expenses or other fees and expenses incurred in defending any such Claim. You further agree that you will not be entitled to and will disclaim and refuse relief from, or sought by, any administrative agency based upon or investigating any Claim or other matter released in this Agreement to the fullest extent allowed by law and subject to Section 8 below. Without in any way limiting the generality of the foregoing release of Claims, you agree that, other than the payments and other rights set forth in Sections 1 (Severance Payment Cancellation of Ciawback), 3 (Vacation Pay) and 4 (Benefits) above, you are not related entitled to any other compensation, remuneration, bonus, severance, benefit, compensation, payment or incentive (including any capital stock, stock option, stock appreciation right or any other equity-based incentive) or any reimbursement of any expenses of any kind or nature or expectation of remuneration from any Released Person, whether pursuant to any pre-existing or contemporaneous oral or written agreement (including, without limitation, the Merger Agreement Offer Letter) or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesotherwise.

Release of Claims. Borrower represents and warrants to Bank that it has diligently and thoroughly investigated the existence of any Claim (aas defined below) Subject and that, to its knowledge and upon the consummation belief, no Claim exists and no facts exist that could give rise to or support a Claim. As additional consideration for Bank's entering into this Agreement, Borrower and each of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledits agents, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officersemployees, directors, stockholdersofficers, Subsidiaries and Affiliatesattorneys, and each of their respective heirsaffiliates, Representativessubsidiaries, successors and assigns (such persons, the “Releasors”), each a "Releasing Party") hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits release and forever discharges, to the fullest extent permitted by law, discharge Bank and each of Acquirorits agents, Merger Subdirect and indirect shareholders, the Company, each of their subsidiaries and affiliates and their respective past, present or future officersemployees, directors, employeesofficers, counsel attorneys, branches, affiliates, subsidiaries, successors and agents, and the Company Stockholders prior to Closing assigns (such persons, the “Releasees”), each a "Released Party") from and against any and all liabilitiesdamages, actions, causes of actionlosses, claims, demands, damagesliabilities, judgmentsobligations, debtsactions and causes of action whatsoever (collectively "Claims") that the Releasing Parties or any of them may, dues and suits as of every kindthe effective date of this Agreement, nature and description whatsoeverhave or claim to have against any or all of the Released Parties, in each case whether currently known or unknown or with respect to which the facts are currently known or unknown, asserted in any way relating to, arising out of or unassertedbased upon any Loan Document (including, suspected without limitation, the Prior Credit Agreement), any amendment, waiver or unsuspectedother modification with respect thereto, absolute the negotiation or contingentdocumentation hereof or thereof, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever hadtransactions contemplated hereby or thereby, now has or may hereafter have against any of the Releasees, on act or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee omission in connection with any future transactions of the foregoing, including, without limitation, all such Claims heretofore sustained or that may arise as a consequence of the dealings between the parties that are not up to the effective date of this Agreement in connection with or in any way related to any Loan Document or any amendment, waiver or other modification with respect thereto. Each Releasing Party further represents and warrants that it has not heretofore assigned, and covenants and agrees that it will not hereafter sue any Released Party upon, any Claim released or purported to xx released under this section. Each Releasing Party will indemnify and hold harmless the Merger Agreement Released Parties against any loss or liability on account of any actions brought by any Releasing Party or its assigns or prosecuted on behalf of any Releasing Party and relating to any Claim released or purported to be released under this section. It is further understood and agreed that any and all rights under the transactions contemplated thereby and (c) any employment compensation provisions of Section 1542 of the California Civil Code are expressly waived by each of the Releasing Parties. Section 1542 of the California Civil Code provides as follows: "A general release does not extend to claims which the creditor does not know or benefits matter affecting any Releasor suspect to exist in his or her capacity as a directorfavor at the time of executing the release, manager, officer or employee which if known by him must have materially affected his settlement with the debtor." Borrower acknowledges that it has had the opportunity to be advised by legal counsel in respect of the Companynegotiation, its Affiliates or its Subsidiariesexecution and delivery of this Agreement, including, without limitation, this release of claims.

Release of Claims. (a) Subject to and upon the consummation Each of the Merger Borrower and the receipt of other Credit Parties hereby releases, remises, acquits and forever discharges each Lender, each Agent and the Closing Merger Consideration to Issuing Bank (including any Person which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, resigning or assuming such respective capacity) and each of their respective heirsemployees, Representativesagents, successors and assigns (such personsrepresentatives, the “Releasors”)consultants, hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releasesattorneys, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employeespartners, counsel fiduciaries, predecessors, successors and agentsassigns, subsidiary corporations, parent corporations and the Company Stockholders prior to Closing related corporate divisions (such personscollectively, the “ReleaseesReleased Parties”), from and against any and all liabilities, actions, causes of action, judgments, executions, suits, debts, claims, demands, damagesliabilities, judgmentsobligations, debtsdamages and expenses of any and every character, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted direct or unassertedindirect, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and or in equity, which the Stockholder of whatever nature or kind, whether heretofore or hereafter arising, for or because of any manner of things done, omitted or suffered to be done by any of the Releasors ever hadReleased Parties prior to and including the date of execution hereof, now has and in any way directly or may hereafter have against any of the Releasees, on or by reason indirectly arising out of any matteror in any way connected to this Amendment or the other Loan Documents (collectively, cause the “Released Matters”). Borrower and each other Credit Party each hereby acknowledges that the agreements in this Section 11 are intended to be in full satisfaction of all or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee alleged injuries or damages arising in connection with the Released Matters. Borrower and each other Credit Party each hereby represents and warrants to each Lender, each Agent and the L/C Issuer (including any future transactions between Person which is resigning or assuming such respective capacity) that it has not purported to transfer, assign or otherwise convey any right, title or interest of such Borrower or any other Credit Party in any Released Matter to any other Person and that the parties that are not related to the Merger Agreement or the transactions contemplated thereby foregoing constitutes a full and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a directorcomplete release of all Released Matters. EACH OF BORROWER AND EACH OTHER CREDIT PARTY AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, managerUNANTICIPATED OR MISUNDERSTOOD DEFENSES, officer or employee of the CompanyCLAIMS, its Affiliates or its Subsidiaries.CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS

Release of Claims. (a) Subject to and upon the consummation Each of the Merger Borrower and the receipt of other Credit Parties hereby releases, remises, acquits and forever discharges each Lender, each Agent and the Closing Merger Consideration to Issuing Bank (including any Person which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, resigning or assuming such respective capacity) and each of their respective heirsemployees, Representativesagents, successors and assigns (such personsrepresentatives, the “Releasors”)consultants, hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releasesattorneys, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employeespartners, counsel fiduciaries, predecessors, successors and agentsassigns, subsidiary corporations, parent corporations and the Company Stockholders prior to Closing related corporate divisions (such personscollectively, the “ReleaseesReleased Parties”), from and against any and all liabilities, actions, causes of action, judgments, executions, suits, debts, claims, demands, damagesliabilities, judgmentsobligations, debtsdamages and expenses of any and every character, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted direct or unassertedindirect, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and or in equity, which the Stockholder of whatever nature or kind, whether heretofore or hereafter arising, for or because of any manner of things done, omitted or suffered to be done by any of the Releasors ever hadReleased Parties prior to and including the date of execution hereof, now has and in any way directly or may hereafter have against any of the Releasees, on or by reason indirectly arising out of any matteror in any way connected to this Amendment or the other Loan Documents (collectively, cause the “Released Matters”). Borrower and each other Credit Party each hereby acknowledges that the agreements in this Section 11 are intended to be in full satisfaction of all or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee alleged injuries or damages arising in connection with the Released Matters. Borrower and each other Credit Party each hereby represents and warrants to each Lender, each Agent and the L/C Issuer (including any future transactions between Person which is resigning or assuming such respective capacity) that it has not purported to transfer, assign or otherwise convey any right, title or interest of such Borrower or any other Credit Party in any Released Matter to any other Person and that the parties that are not related to the Merger Agreement or the transactions contemplated thereby foregoing constitutes a full and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a directorcomplete release of all Released Matters. EACH OF BORROWER AND EACH OTHER CREDIT PARTY AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, managerUNANTICIPATED OR MISUNDERSTOOD DEFENSES, officer or employee of the CompanyCLAIMS, its Affiliates or its SubsidiariesCONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH OF BORROWER AND EACH OTHER CREDIT PARTY HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH OF BORROWER AND EACH OTHER CREDIT PARTY WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.

Release of Claims. 5.1 Shareholder Representative Services LLC, in its capacity as Securityholders’ Agent (a) Subject to and upon the consummation “SRS”), on behalf of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledEffective Time Holders, the Stockholderother Company stockholders and such Effective Time Holders’ and Company stockholders’ agents, andtrustees, if the Stockholder is a legal entitybeneficiaries, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representativessuccessors, successors assigns, members and assigns partners (such persons, the “ReleasorsCompany Parties”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releasesunconditionally, acquits irrevocably and forever dischargesreleases and discharges the Parent and its parents, to the fullest extent permitted by lawsubsidiaries, each of Acquirorsuccessors and assigns, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective pastpresent and former directors, present or future officers, directorssecurityholders, employees, counsel Affiliates, agents and agents, and the Company Stockholders prior to Closing other representatives (such personscollectively, the “ReleaseesParent Parties”), from of and against from, and hereby unconditionally and irrevocably waives, any and all liabilitiesclaims, actionsdamages, actions and causes of action, claims, demands, damages, judgments, debts, dues obligations and suits liabilities of every kind, nature and description any kind or character whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute in contract or contingentin tort, unmatured or inchoate, both at law and or in equity, which that the Stockholder or any of the Releasors Company Parties ever had, now has or ever may hereafter have or claim to have against any or with respect to the Parent Parties related to the payment of Contingent Consideration pursuant to Section 1.7 of the ReleaseesMerger Agreement, on for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever that arose whatsoever, in each case arising at any time at or prior to to, the Closing; Amendment Effective Date (collectively, “Company Claims”), provided, however, that nothing herein (i) this release does not extend to any Company Claim to enforce the terms of, or any breach of, this Amendment and (ii) this release shall not be deemed construed to release release, discharge, amend, delete or otherwise limit in any way: (a) SRS’s or any right of the Stockholder expressly set forth in the Merger Agreement, including the right Company Party’s rights to receive the Closing Merger Consideration to which it may be entitled indemnification pursuant to Section 10 of the Merger Agreement in accordance with the terms thereoffor any Company Claim unrelated to Section 1.7, or (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not Company Claim related to any other provision of the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesother than Section 1.7.

Release of Claims. (a) Subject to For valuable consideration, the receipt and upon the consummation adequacy of the Merger which are hereby acknowledged, Borrower on behalf of itself and on behalf of its respective successors, assigns, partners, and agents, and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officersmembers, directors, stockholdersshareholders, Subsidiaries officers and Affiliatesdirectors of its partners (collectively, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully irrevocably and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits release and forever dischargesdischarge Administrative Agent and each Lender and its successors, to the fullest extent permitted by lawassigns, each of Acquiroragents, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agentsrepresentatives, attorneys, and affiliates, and all persons acting by, through, under, or in concert with any of the Company Stockholders prior to Closing aforesaid persons or entities (such personscollectively, the “ReleaseesReleased Parties”), or any of them, from and against any and all liabilities, actions, causes of action, suits, debts, liens, obligations, liabilities, claims, demands, damages, judgments, debtslosses, dues orders, penalties, costs and suits expenses including, without limitation, attorneys’ fees, of every kind, any kind or nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute fixed or contingent, unmatured liquidated or inchoate, both at law and in equityunliquidated, which the Stockholder or any of the Releasors ever now have, own, hold, or claim to have, own, or FIRST AMENDMENT TO LOAN DOCUMENTS (W Hotel Austin) Page 7 hold, or at any time heretofore have had, now has owned, held or may hereafter claimed to have had, owned, or held against any of the ReleaseesReleased Parties arising from, on based upon, or by reason of related to, whether directly or indirectly (collectively, “Claims”): (i) the Loan; (ii) the Loan Documents; (iii) any matterand all other agreements, cause documents or thing whatsoever that arose prior instruments referenced herein or in the Loan Documents or related hereto or thereto; (iv) any defenses as to the Closing; provided, however, that nothing herein shall be deemed to release enforcement of the Loan Documents; (av) any right act, omission, negligence or breach of duty by Administrative Agent or any Lender regarding the Stockholder expressly set forth in the Merger AgreementLoan, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofexcluding acts, omissions or negligence resulting from Lender’s willful misconduct or gross negligence; or (bvi) any liabilities theory of a Releasee in connection with any future transactions between lender liability regarding the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its SubsidiariesLoan.

Release of Claims. (a) Subject to and upon the consummation 1. In consideration of the Merger payments and benefits to be made under the Employment Agreement, dated as of April , 2014 (the “Employment Agreement”), to which Xxxxxx Xxxxxx (the “Executive”) and Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”) (each of the Executive and the receipt Company, a “Party” and collectively, the “Parties”) are parties, the sufficiency of the Closing Merger Consideration to which the Stockholder is entitledExecutive acknowledges, the StockholderExecutive, and, if the Stockholder is a legal entity, together with the Stockholder’s intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Holdings (as defined in the Employment Agreement), the Company and each of its and their subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, stockholdersexecutives, Subsidiaries shareholders, agents, attorneys, employees and Affiliatesemployee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of their respective heirs, Representatives, successors and assigns the foregoing (such personscollectively, the “ReleasorsCompany Released Parties”), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actions, causes of action, claimscomplaints, charges, demands, rights, damages, judgments, debts, dues sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and suits liabilities of every kindwhatever kind or nature in law, nature and description whatsoeverequity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executive’s employment with the Company or any of the Releasors ever hadits subsidiaries and affiliates, now has or may hereafter have against any termination of such employment, including claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the ReleaseesCivil Rights Act of 1964 (“Title VII”), on the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), and any similar or by reason of any matteranalogous state statute, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.excepting only:

Release of Claims. Borrowers, on behalf of themselves, and any person or entity claiming by or through any or all of them (a) Subject hereinafter collectively referred to as the "Releasors"), hereby unconditionally remise, release and upon the consummation of the Merger forever discharge Administrative Agent and the receipt of the Closing Merger Consideration to which the Stockholder is entitledLenders, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s their past and present officers, directors, stockholdersshareholders, Subsidiaries and Affiliatesagents, and each of their respective heirsparent corporation, Representativessubsidiaries, affiliates, trustees, administrators, attorneys, predecessors, successors and assigns and the heirs, executors, administrators, successors and assigns of any such person or entity, as releasees (such persons, hereinafter collectively referred to as the “Releasors”"Releasees"), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, manner of actions, causes of action, claimssuits, demandsdebts, damagesdues, accounts, bonds, covenants, contracts, agreements, promises, warranties, guaranties, representations, liens, mechanics' liens, judgments, debtsclaims, dues and suits of every kindcounterclaims, nature and description crossclaims, defenses, claims for damages (whether direct or indirect, consequential, special, exemplary, or punitive) and/or demands whatsoever, including claims for contribution and/or indemnity, whether now known or unknown, past or present, asserted or unasserted, suspected contingent or unsuspectedliquidated, absolute or contingent, unmatured or inchoate, both at law and or in equity, or resulting from any assignment, if any (hereinafter collectively referred to as the "Claims"), which the Stockholder or any of the Releasors ever had, now has have, or may hereafter have against any of the Releasees, on for or by reason of any mattercause, cause matter or thing whatsoever whatsoever, arising from the beginning of time to the date of execution of this Joinder Agreement, including, without limitation, any and all Claims relating to or arising from the lending or any other relationship between Administrative Agent, Lenders and any one or more of the Borrowers in connection with the Obligations. Each Borrower each hereby represents and warrants that arose it has not assigned, pledged, hypothecated and/or otherwise divested itself and/or encumbered all or any part of the Claims being released and waived hereby and that it hereby agrees to defend, indemnify, and hold harmless any and all of Releasees against whom any Claim so assigned, pledged, hypothecated, divested and/or encumbered is asserted. Each Borrower hereby further covenants and agrees never to commence, voluntarily aid in any way, foment, prosecute or cause to be commenced or prosecuted against any of the Releasees any action or other proceeding based upon any of the Claims which may have arisen at any time on or prior to the Closing; provided, however, that nothing herein shall be deemed date of this Joinder Agreement and were in any manner related to release (a) any right of the Stockholder expressly Obligations. If facts now exist which would or could give rise to any defense or Claim against arising out of, or with respect to the enforcement of this Joinder Agreement or any other Loan Document, as amended by this Joinder Agreement, each Borrower hereby unconditionally, irrevocably and unequivocally waives and fully releases any and all such defenses and Claims as if such defenses and Claims were the subject of a lawsuit, adjudicated to the final judgment from which no appeal could be taken, and therein dismissed with prejudice. Each Borrower waives the provisions of any applicable Laws restricting the waiver or release of Claims which the waiving or releasing party does not know or suspect to exist at the time of release, which if known, would have materially affected such Borrower's decision to agree to this release. In this regard, each Borrower hereby agrees, represents, and warrants to Administrative Agent and Lenders that each Borrower realizes and acknowledges that factual matters now unknown to a Borrower may have given or may hereafter give rise to causes of action, Claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and each Borrower further agrees, represents and warrants that the release provided hereunder has been negotiated and agreed upon in light of that realization, and that each Borrower nevertheless, hereby intends to release, discharge and acquit Administrative Agent and Lenders from any such unknown causes of action, Claims, demands, debts, controversies, damages, costs, losses, and expenses which are in any manner set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not or related to the Merger Loan Documents, the Obligations, and all dealings in connection therewith. For purposes of negotiating and finalizing this Joinder Agreement any signed document transmitted by facsimile machine, PDF or the transactions contemplated thereby other electronic method of distribution shall be treated in all manner and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity respects as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesan original document.

Release of Claims. (a) Subject In exchange for the consideration provided to Executive pursuant to the Separation Agreement and upon for other good and valuable consideration, Executive, for herself, her successors and assigns, executors and administrators, now and forever hereby irrevocably and unconditionally releases and discharges the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entityCompany, together with the Stockholder’s all of its past and present parents, subsidiaries, and affiliates, together with each of their officers, directors, stockholdersshareholders, Subsidiaries partners, employees, agents, representatives and Affiliatesattorneys, and each of their respective heirssubsidiaries, Representativesaffiliates, successors estates, predecessors, successors, and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject hereinafter collectively referred to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, as the “Releasees”), ) from and against any and all liabilitiesrights, claims, charges, actions, causes of action, claimscomplaints, demandssums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, judgments, debts, dues and suits demands or liabilities of every kindkind whatsoever, nature and description whatsoeverin law or in equity, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute which Executive or contingentExecutive’s executors, unmatured administrators, successors or inchoate, both at law and in equity, which the Stockholder or any of the Releasors assigns ever had, now has or may hereafter claim to have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior whatsoever; arising from the beginning of time up to the Closing; providedRelease Date (collectively, howeverthe “Claims”), that nothing herein shall be deemed including those (i) relating in any way to release (a) Executive’s employment relationship with the Company or any right of the Stockholder expressly set forth in Releasees, or the Merger termination of Executive’s employment relationship with the Company or any of the Releasees; (ii) arising under or relating to the Employment Agreement, including the right Spinoff Bonus Letter, the Retention Letter and the B+L Equity Documents or any other agreement between Executive and the Company or any of the Releasees; (iii) arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, and/or the New Jersey Law against Discrimination, each as amended; (iv) relating to receive the Closing Merger Consideration wrongful employment termination or breach of contract; or (v) arising under or relating to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofany policy, (b) any liabilities of a Releasee in connection with any future transactions agreement, plan, understanding or promise, written or oral, formal or informal, between the parties that are not related to the Merger Agreement or the transactions contemplated thereby Company and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its SubsidiariesReleasees and Executive.

Release of Claims. (a) Subject to and upon the consummation In further consideration of the Merger execution by the Administrative Agent and the receipt Lenders party hereto of the Closing Merger Consideration to which the Stockholder is entitledthis Amendment, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries Company and Affiliates, and each of their respective heirs, Representatives, its successors and assigns (such personscollectively, the “Releasors”) each hereby confirms that (a) it does not have any grounds, and hereby agrees not to challenge (or to allege or to pursue any matter, cause or claim arising under or with respect to), in any case based upon acts or omissions of the Administrative Agent or any of the Lenders, the effectiveness, genuineness, validity, collectibility or enforceability of the Amended Credit Agreement or any of the other Loan Documents, the Secured Obligations, the Liens securing such Secured Obligations, or any of the terms or conditions of any Loan Document and (b) it does not possess and hereby fully completely, voluntarily, knowingly, and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits releases and forever discharges, to discharges the fullest extent permitted by lawAdministrative Agent, each of Acquiror, Merger Sub, the CompanyLenders, each of their subsidiaries advisors, professionals and affiliates employees, each affiliate of the foregoing and all of their respective past, present or future officers, directors, employees, counsel successors and agents, and the Company Stockholders prior to Closing assigns (such personscollectively, the “Releasees”), from and against any and all liabilitiesclaims, actions, causes of actionsuits, claimsand other liabilities, demandsincluding, damageswithout limitation, judgmentsany so-called “lender liability” claims or defenses (collectively, debts, dues and suits of every kind, nature and description whatsoever“Claims”), whether known arising in law or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or hereinafter can, shall or may hereafter have against any of the ReleaseesReleasees for, on upon or by reason of any matter, cause or thing whatsoever that arose from time to time occurred on or prior to the Closing; provideddate hereof, howeverin any way concerning, that nothing herein shall be deemed to release relating to, or arising from (ai) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofReleasors, (bii) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to Secured Obligations, (iii) the Merger Collateral, (iv) the Amended Credit Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Companyother Loan Documents, its Affiliates (v) the financial condition, business operations, business plans, prospects or its Subsidiariescreditworthiness of any Loan Party and/or (vi) the negotiation, documentation and execution of this Amendment and any documents relating hereto. The Releasors hereby acknowledge that they have been advised by legal counsel of the meaning and consequences of this release.

Release of Claims. (a) Subject The Loan Parties may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Credit Agreement or the other Loan Documents. The Administrative Agent, the Lenders, the Issuing Lender, the Swingline Lender, and upon the consummation Loan Parties desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus the Loan Parties make the releases contained in this Section 27. In consideration of the Merger Administrative Agent and the receipt Lenders entering into this Amendment, the Loan Parties hereby fully and unconditionally release and forever discharge each of the Closing Merger Consideration to which the Stockholder is entitledAdministrative Agent, the StockholderLenders, andthe Issuing Lender, if the Stockholder is a legal entitySwingline Lender and their respective directors, together with the Stockholder’s officers, directorsemployees, stockholderssubsidiaries, Subsidiaries and Affiliatesbranches, and each of their respective heirsaffiliates, Representativesattorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (such personscollectively, the “ReleasorsReleased Parties”), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actionsallegations, causes of action, claimscosts or demands and liabilities, demandsof whatever kind or nature, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverarising prior to the date on which this Amendment is executed, whether known or unknownunknown to the Loan Parties on the date hereof, whether liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, absolute anticipated or contingent, unmatured or inchoate, both at law and in equityunanticipated, which the Stockholder Loan Parties have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, in each case, arising out of the Loans, the Obligations, the Credit Agreement or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger AgreementLoan Documents, including the right to receive administration or enforcement thereof (collectively, all of the Closing Merger Consideration to foregoing, the “Claims”). The Loan Parties represent and warrant that they have no knowledge of any Claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which it may on the date hereof would be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities basis of a Releasee in connection with any future transactions between Claim by the parties Loan Parties against the Released Parties which is not released hereby. The Loan Parties represent and warrant that are not related to the Merger Agreement or the transactions contemplated thereby foregoing constitutes a full and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee complete release of the Company, its Affiliates or its Subsidiariesall Claims.

Release of Claims. (a) Subject to Company and upon the consummation Buyer, on behalf of the Merger itself and its predecessors, successors, assigns, their past, present and future officers, agents directors employees, investors, stockholders Affiliates, administrators, beneficiaries, and representatives and the receipt of the Closing Merger Consideration to which the Stockholder is entitledbeneficiaries, the Stockholderheirs, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliatesexecutors, and each representatives of their respective heirs, Representatives, successors and assigns any of them (such persons, the “ReleasorsBuyer Releasing Parties”), hereby fully and unconditionally (subject to the receipt effective as of the amounts specified in this paragraph) Closing, fully, finally and irrevocably releases, acquits and forever dischargesdischarges Parent, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, Seller each of their subsidiaries respective Affiliates, officers directors, employees, attorneys, investment bankers, agents, predecessors, successors and affiliates assigns of Buyer, Company and their respective Company Subsidiaries, and the beneficiaries, heirs, executors, representatives of any of them (collectively, the “Buyer Released Parties”) from any and all Actions, Liabilities, costs and expenses of every kind and nature whatsoever, whether arising from any express, implied, oral or written Contract or otherwise, known or unknown, past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unassertedfuture, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and or in equity, which contingent or otherwise (collectively, a “Buyer Potential Claim”), that the Stockholder Buyer Releasing Parties, or any of the Releasors ever them, had, now has or may hereafter have in the future against any of the Releasees, on or by reason of Buyer Released Parties for any matter, cause or thing whatsoever that arose relating to Company and/or any Company Subsidiary, or any of their employees, officers and directors occurring at any time at or prior to the Closing; providedEffective Time (subject to the exceptions described below, howeverthe “Buyer Released Matters”), except that the Buyer Released Matters do not include, and nothing herein shall in this Agreement will affect or be deemed to construed as a waiver or release by the Buyer Releasing Parties of, any Buyer Potential Claim by the Buyer Releasing Parties arising from or relating to: (ai) any right of the Stockholder expressly set forth in the Merger rights or benefits available to any Buyer Releasing Party under this Agreement, including the right to receive Escrow Agreement or any Related Agreement entered into by the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee Buyer Releasing Parties in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby Transactions, and (cii) any employment compensation or benefits matter affecting any Releasor in his or her capacity claims that cannot be released as a director, manager, officer or employee matter of the Company, its Affiliates or its SubsidiariesLaw and (iii) Gxxxx Xxxxxxx and Jxxx Xxxxxxxxx.

Release of Claims. Effective upon the Effective Time, each Option Holder, by its execution and delivery of this Agreement, hereby (a) Subject waives any and all rights of indemnification, contribution and other similar rights against the Company, the Surviving Corporation or any Subsidiary (whether arising pursuant to and upon the consummation any charter document of the Merger and Company, the receipt Surviving Corporation or any Subsidiary, any contract, applicable Law or otherwise) arising out of the Closing Merger Consideration to which representations, warranties, covenants and agreements contained in this Agreement and/or out of the Stockholder is entitlednegotiation, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliatesexecution or performance of this Agreement, and each agrees that any claim of their respective heirsthe Buyer, Representativeswhether for indemnity or otherwise, successors may be asserted directly against the Option Holders or any Option Holders (solely to the extent, and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified limitations, provided in this paragraph) releasesAgreement), acquits and forever dischargeswithout any need for any claim against, to the fullest extent permitted by law, each of Acquiror, Merger Subor joinder of, the Company, the Surviving Corporation or any Subsidiary and (b) forever waives, releases and discharges (and hereby agrees to cause each of their subsidiaries its representatives to forever waive, release and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and discharge) with prejudice the Company Stockholders prior to Closing (such personsCompany, the “Releasees”), Surviving Corporation and each Subsidiary from and against any and all liabilitiesclaims, actionsrights (including rights of indemnification, contribution and other similar rights, from whatever source, whether under contract, applicable Law or otherwise), causes of action, claimsprotests, suits, disputes, orders, obligations, debts, demands, damagesproceedings, judgmentscontracts, debtsagreements, dues and suits promises, liabilities, controversies, costs, expenses, fees (including attorneys’ fees), or damages of every any kind, nature and description whatsoeverarising by any means (including subrogation, assignment, reimbursement, operation of law or otherwise), whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute accrued or contingentnot accrued, unmatured foreseen or inchoateunforeseen, both or mature or unmature related or with respect to, in connection with, or arising out of, directly or indirectly, any event, fact, condition, circumstance, occurrence, act or omission that was in existence (or that occurred or failed to occur) at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; Closing; provided, however, that nothing herein this clause (b) shall not be deemed to release construed as releasing (a) any right of the Stockholder Party from its obligations otherwise expressly set forth in this Agreement or any agreement delivered pursuant hereto or (b) the Company, the Surviving Corporation or any Subsidiary from (i) their respective obligations (subject to Section 9.2 of the Merger Agreement, including ) under the right to receive director and officer indemnification provisions expressly set forth in their respective Organizational Documents as in effect on the Closing Merger Consideration to which it may be entitled pursuant to date hereof or included in the agreements listed on Schedule 9.2 of the Merger Agreement as in accordance with effect on the terms thereof, date hereof or (bii) any liabilities of a Releasee in connection with obligation to pay to any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) Person any employment compensation wages or benefits matter affecting any Releasor arising in his or her capacity as a director, manager, officer or employee the Ordinary Course of Business solely from such Person’s employment with the Company, its Affiliates the Surviving Corporation or its Subsidiariesa Subsidiary. Each Option Holder hereby expressly waives any and all provisions, rights and benefits conferred by §1542 of the California Civil Code (or any similar, comparable or equivalent provision or law of any applicable jurisdiction) which section 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.”

Release of Claims. (a) Subject to 4.1. Xxxxx, for itself and upon for each Xxxxx Person, acknowledges that the consummation several agreements of the Merger KDS, PCD and the receipt of the Closing Merger Consideration to which the Stockholder is entitledAMREP hereunder fully satisfy and resolve any and all disputes, defaults, liabilities and obligations arising or accruing under, or related to, the StockholderDistribution Agreement, and, if the Stockholder is a legal entity, together with Fulfillment Agreement or otherwise prior to the Stockholder’s officers, directors, stockholders, Subsidiaries and AffiliatesEffective Date, and hereby forever fully, irrevocably and unconditionally releases and discharges each of their respective heirsAMREP Person from any and all Claims which any Xxxxx Person can, Representativesshall or may have against any AMREP Person, successors howsoever and assigns whenever arising (such personscollectively, the “ReleasorsXxxxx Released Claims”), except that the Xxxxx Released Claims shall not include the obligations of KDS, PCD and AMREP under this Agreement, the future obligations of KDS under the Distribution Agreement as amended by this Agreement and the future obligations of PCD under the Fulfillment Agreement as amended by this Agreement. Xxxxx, for itself and for each Xxxxx Person, hereby fully irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal or arbitrator, against any AMREP Person based in whole or in part upon any Xxxxx Released Claim. It is understood and unconditionally agreed by all Parties that the release in this Section 4.1 is a general release of the AMREP Persons (subject except with respect to the receipt obligations of the amounts specified in KDS, PCD and AMREP under this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger SubAgreement, the Company, each future obligations of their subsidiaries KDS under the Distribution Agreement as amended by this Agreement and affiliates and their respective past, present or the future officers, directors, employees, counsel and agentsobligations of PCD under the Fulfillment Agreement as amended by this Agreement), and it is to be construed in the Company Stockholders prior broadest possible manner consistent with applicable Law and shall apply to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverClaims, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever . Xxxxx shall take all such actions as will ensure that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance each Xxxxx Person complies with the terms thereof, (b) of this Agreement. Xxxxx will be responsible for any liabilities breach of a Releasee in connection with this Agreement by any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its SubsidiariesXxxxx Person.

Release of Claims. (a) Subject to and upon the consummation 16.5.1 Each of the Merger Shareholders hereby irrevocably, unconditionally and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) completely releases, acquits and forever discharges, effective as of and subject to the fullest extent permitted by lawClosing Date, each of: (a) the Company; (b) any current or former or serving as of Acquirorthe Closing Date director, Merger Subobservers, or officer of the Company, each of their subsidiaries and affiliates and their respective past(c) the successors, present or future officersshareholders, directors, employeesofficers, counsel and agents, attorneys and representatives of the Company Stockholders prior respective entities identified or otherwise referred to Closing in paragraphs ‘(such persons, a)’ through ‘(c)’ of this Section (the “Releasees”), ) from and against any and all liabilities, actions, causes of actiondisputes, claims, demands, damagesliabilities, judgmentsactions and causes of action relating to matters preceding the Closing Date involving or related to its ownership of share capital in the Company, debtsits securities and operations and actions prior the Closing Date, dues and suits of every kindor, nature and description whatsoeverwith respect to the Company, whether known for which the Company is or unknownbecomes responsible, including, without limitation any claim or right that may be asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or exercised by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth such Shareholder in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her Shareholder’s capacity as a Seller, director, manager, officer or employee of the Company or in any other capacity (each, a “Claim”), and hereby irrevocably waives each and every Claim that such Shareholder may have had in the past, may now have or may have in the future against any of the Releasees in connection with the Shareholder's capacity as a shareholder or investor, except if made in accordance with the provisions hereof (and including for the avoidance of doubt in connection with any shareholders agreements of the Company). The release and waiver contained herein shall not apply to a Releasee for (i) any misrepresentation in or breach of this Agreement or any of the ancillary documents, including the Ancillary Agreements, hereto by such Releasee, and (ii) with respect to the Company, its Affiliates in connection with any Claim made by a Shareholder in such Shareholde's capacity as a director or its Subsidiariesan employee or consultant of the Company, for payments (including, without limitation, tax payments) due from the Company to such Shareholder in connection with such services for the period preceding Closing Date (excluding, for the sake of clarity, any Claims for Company share options or Shares in the Company or any remuneration in lieu thereof or with respect thereto) (the “Permitted Payments”), and (iii) the D&O insurance and indemnification obligation with respect to directors and officers of the Company.

Release of Claims. (a) Subject to Employee does hereby and upon the consummation of the Merger forever release and discharge Tekelec and the receipt predecessor corporation of Tekelec as well as the Closing Merger Consideration to which the Stockholder is entitledsuccessors, the Stockholdercurrent, andprior or future shareholders of record, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholdersheirs, Subsidiaries predecessors, assigns, agents, employees, attorneys, insurers and Affiliates, and representatives of each of their respective heirsthem, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”)future, from and against any and all liabilities, actions, cause or causes of action, claimsactions, demandsjudgments, liens, indebtedness, damages, judgmentslosses, debtsclaims, dues liabilities and suits demands of every kind, nature and description any kind or character whatsoever, whether known or unknown, asserted suspected to exist or unassertednot suspected to exist, suspected anticipated or unsuspectednot anticipated, absolute whether or contingentnot heretofore brought before any state or federal agency, unmatured court or inchoate, both at law and in equity, other governmental entity which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, are existing on or by reason of any matter, cause or thing whatsoever that arose arising prior to the Closing; provideddate of this Release Agreement and which, howeverdirectly or indirectly, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreementwhole or in part, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant relate or are attributable to, connected with, or incidental to the Merger Agreement in accordance with previous employment of Employee by Tekelec, the terms thereofseparation of that employment, (b) and any liabilities of a Releasee in connection with any future transactions dealings between the parties that are not related concerning Employee’s employment existing prior to the Merger Agreement date of execution of this Release Agreement, excepting only those obligations expressly recited herein or to be performed hereunder or under the transactions contemplated thereby Separation Agreement. Nothing contained in this Section 1 shall affect any rights, claims or causes of action which Employee may have (1) with respect to her outstanding stock options, warrants or other stock subscription rights to purchase Tekelec Common Stock or other securities under the terms and conditions thereof; (c2) any employment compensation as a shareholder of Tekelec; (3) to indemnification by Tekelec, to the extent required under the provisions of Tekelec’s Articles of Incorporation, Tekelec’s Bylaws, the California General Corporation Law, insurance or benefits matter affecting any Releasor in his or her capacity contracts, with respect to matters relating to Employee’s prior service as a director, manageran officer, officer or employee and agent of Tekelec; (4) with respect to any other written agreement listed on Exhibit C of the CompanySeparation Agreement; and (5) to make claims against or seek indemnification or contribution from anyone not released by the first sentence of this Section 1 with respect to any matter or anyone released by the first sentence of this Section 1 with respect to any matter not released thereby; or (6) with respect to Tekelec’s performance under the Separation Agreement or this Release Agreement. Further, its Affiliates Employee waives specifically any and all rights or its Subsidiariesclaims Employee has or may have under the ADEA and/or the OWBPA, and acknowledges that such waiver is given voluntarily in exchange for certain consideration included in the severance benefits being paid pursuant to the Separation Agreement and this Release Agreement.