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. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts.

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 Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunderCONTRACTS, the Stockholder has received the advice of legal counsel with regard to the releases contained hereinLIABILITIES, and having been so advisedINDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND 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 CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND THATOBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, IF KNOWN BY HIM EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR HER, WOULD DEFENSE WHICH IT MIGHT OTHERWISE HAVE MATERIALLY AFFECTED HIS UNDER ANY OTHER LAW OR HER SETTLEMENT WITH ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE DEBTOR EFFECTIVENESS OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsSCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.

Release of Claims. In consideration of the promises and payments set forth herein, and as a material inducement for the parties to enter into this Agreement, the parties state as follows: (a) Subject to Employee hereby unconditionally releases, acquits, and upon forever discharges the consummation Company and its subsidiaries, affiliates, estates, divisions, successors, insurers and assigns, attorneys and all of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledtheir owners, the Stockholderstockholders, andgeneral or limited partners, if the Stockholder is a legal entity, together with the Stockholder’s officersagents, directors, stockholdersmanagers, Subsidiaries and Affiliatesofficers, trustees, representatives, employees, the subrogees of all of the above, and each of their respective heirs, Representatives, all successors and assigns thereof (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 personscollectively, the “Releasees”), from and against any and all claims, charges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, claimssuits, demandsrights, damagesentitlements, judgmentscosts, losses, debts, dues and suits expenses (including attorneys’ fees and legal expenses) of every kind, any nature and description whatsoever, whether known or unknown, asserted or unassertedwhich Employee now has, 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 claim to have had against the Releasees and/or any of the Releasees, on or them by reason of any matter, cause act, omission, transaction, occurrence, or thing whatsoever event that arose prior has occurred or is alleged to have occurred up to and including the Closing; Effective Date of this Agreement; provided, however, that nothing herein the foregoing Release is not intended to and shall be deemed to not release (ai) any right of the Stockholder expressly set forth in the Merger Agreement, including the right claims Employee may have to receive the Closing Merger Consideration to which it may be entitled indemnification pursuant to the Merger Agreement in accordance with the terms thereofCompany’s Certificate of Formation, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Operating Agreement or the transactions contemplated thereby and Delaware Limited Liability Company Act (cincluding any amendments), (ii) any employment compensation rights Employee may have pursuant to any policies of insurance maintained by the Company, (iii) any rights Employee may continue to have pursuant to any Incentive Unit Grant Agreement to which Employee is a party, the Rubicon Global Holdings, LLC Profits Participation Plan or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee the Sixth Amended and Restated Operating Agreement of the Company, its Affiliates as amended, to the extent Employee continues to be a member of the Company following the Separation Date, (iv) any rights Employee has in respect of the Special Performance Bonus under Section 3(c) or its SubsidiariesSection 7 of the Employment Agreement, (v) any benefit plans maintained by the Company, (vi) any right to enforce the provisions of this Agreement or the Employment Agreement, or (vii) any claims or rights that are not releasable under applicable law. (b) The Stockholder represents that as to each This Release includes a knowing and every claim released hereundervoluntary waiver and release of any and all claims including, the Stockholder has received the advice but not limited to, claims for nonpayment of legal counsel with regard wages, overtime or bonuses or other claims pursuant to the releases contained hereinFair Labor Standards Act, breach of contract, fraud, loss of consortium, emotional distress, personal injury, injury to reputation, injury to property, intentional torts, negligence, wrongful termination, constructive discharge, retaliation, discrimination, harassment, non-payment of equity in the Company, and having any and all claims for recovery of lost wages or back pay, fringe benefits, pension benefits, liquidated damages, front pay, compensatory and/or punitive damages, attorneys’ fees, injunctive or equitable relief, or any other form of relief under any federal, state, or local constitution, statute, law, rule, regulation, judicial doctrine, contract, or common law. Employee specifically agrees that, except for payments conditioned on his execution of this Agreement, Employee has been so advisedpaid all overtime, specifically waives the benefit bonuses, wages or other monies due and payable to Employee as of the provisions Effective Date of Section 1542 this Agreement. Specifically included, without limitation, in this waiver and release is a knowing and voluntary waiver and release of all claims of employment discrimination, including but not limited to disability discrimination, harassment, retaliation or any other claims under the Americans With Disabilities Act; any claims under the Americans With Disabilities Act Amendments Act of 2008; any claims under Title VII of the Civil Code Rights Act of California 1964 and the Civil Rights Act of 1991; any claims under the Age Discrimination in Employment Act; any claims under the National Labor Relations Act; any claims under the Fair Labor Standards Act; any claims under the Family and Medical Leave Act; any claims under the Occupational Safety and Health Act; any claims under the Employee Retirement Income Security Act of 1974; any claims under The Lxxxx Xxxxxxxxx Fair Pay Act of 2009; any and all federal or state laws pertaining to employment or employment benefits, based on any federal, state, or local constitution, statute, law, rule, regulation, judicial doctrine, contract, or common law, or other theory arising out of any matter, act, omission, transaction, occurrence, or event that has occurred or is alleged to have occurred up to and including the Effective Date of this Agreement. Executive further agrees not to accept, recover, or receive any monetary damages or any other form of relief which provides may arise out of or in connection with any administrative remedies which may be filed or pursued independently by any governmental agency or agencies, whether federal, state or local or in connection with any legal action pursued by other individuals against the Company and any and all claims for attorney’s fees and costs. However, nothing in this Agreement shall be construed to prohibit Executive from filing a charge or complaint with the Equal Employment Opportunity Commission, or its state equivalent agency; or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission, or its state equivalent agency. (c) Employee expressly acknowledges that this Agreement may be pled as follows: 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 THATa complete defense and may bar any and all claims, IF KNOWN BY HIM OR HERknown or unknown, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYagainst any or all the Releasees based on any matter, act, omission, transaction, occurrence, or event that has occurred or is alleged to have occurred up to and including the Effective Date of this Agreement. (d) Employee acknowledges that this general release extends also to claims that Employee does not know or suspect to exist in Employee’s favor at the time of executing this Agreement which, if known by Employee, might have materially affected Employee’s decision to execute this Agreement. The Stockholder also specifically Employee hereby knowingly and voluntarily waives any right or and relinquishes all rights and benefits that it has or which Employee may have under any similar provision of the statutory or non-statutory applicable law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the such general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsrelease provisions.

Release of Claims. (a) Subject to and upon the consummation On behalf of the Merger Executive and the receipt of Executive’s successors, heirs and anyone claiming by or through the Closing Merger Consideration to which the Stockholder is entitledExecutive, 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”), Executive hereby fully irrevocably and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits releases and forever dischargesdischarges the Company, to the fullest extent permitted by lawits affiliates and subsidiaries, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officersequityholders, directors, managers, officers, employees, counsel and agentsrepresentatives, predecessors, successors, assigns, and the Company Stockholders prior to Closing all persons acting by, through or in concert with them (such personscollectively, the “ReleaseesReleased Parties”), from and against any and all liabilitiesproceedings, demands, rights, causes, actions, causes suits, obligations, liabilities, debts, sums of actionmoney, claimsaccounts, demandsbills, dues, covenants, undertakings, promises, contracts, agreements, complaints, controversies, grievances, damages, judgments, debtsactions, dues claims, losses, costs and suits of every kind, nature expenses (including related attorneys’ fees and description whatsoevercosts), whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute anticipated or contingentunanticipated, unmatured that the Executive may now have or inchoate, both at law and in equity, which the Stockholder or any of the Releasors has ever had, now has or may hereafter have had against any of the Releasees, on or Released Parties by reason of any matteract, cause omission, transaction or thing whatsoever that arose prior event occurring before or on the date of this Separation Agreement (“Claims”), other than: (i) any wages or other compensation due to the Closing; Executive as an employee of the Company in the ordinary course of business and consistent with past practice, that have been earned but not paid between (A) the date of the last payroll before the date of this Separation Agreement and (B) the date of this Separation Agreement, (ii) any benefits due to the Executive as an employee of the Company, in the ordinary course of business and consistent with past practice, that have accrued but are unpaid as of the date of this Separation Agreement, (iii) expenses incurred by the Executive in the ordinary course of business for which the Executive is entitled to reimbursement pursuant to the Company’s policies and guidelines in effect as of the date of this Separation Agreement, (iv) the severance and benefits due to the Executive pursuant to this Separation Agreement, (v) any indemnification and/or insurance coverage rights under Section 3(c) of the Employment Agreement, (vi) any vested equity securities of the Company, its subsidiaries and affiliates granted to the Executive, (vii) any claim or right that, under applicable law, cannot be waived, including the right to file a charge with or participate in an investigation or lawsuit conducted by an administrative agency; provided, however, that nothing herein shall be deemed the Executive hereby waives the Executive’s right to release any monetary recovery if any administrative agency pursues on the Executive’s behalf any claim against any Released Party (aincluding any claims under the False Claims Act, 31 U.S.C. § 3729, et seq., and similar state Laws),or (viii) 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 claims under that certain Indemnification 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 Executive 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. (b) The Stockholder represents that as to each and every claim released hereunderthe limited liability company agreement of EGI-AM Holdings, the Stockholder has received the advice of legal counsel with regard to the releases contained hereinL.L.C., and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that rights incident to ownership of equity, including under the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; howeverregistration rights agreement between EGI-AM Holdings, the Releasors intend that the general releases herein given shall be L.L.C. and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsExecutive.

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, its Affiliates breach of the Agreement, infliction of emotional distress or its Subsidiaries. defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (b) The Stockholder represents 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 claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit one of the provisions claims, demands and causes of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYaction herein above mentioned or implied. The Stockholder also specifically waives any right or benefits I expressly consent that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given Release shall be and remain in given full force and effecteffect according to each and all of its express terms and provisions, notwithstanding including those relating to unknown and unsuspected claims up to the discovery or existence 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 such different pending charge or additional factscomplaint 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. (biv) The Stockholder represents that as any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses), including any rights to each and every claim released hereunderindemnification, exculpation, advancement of expense or similar rights set forth in the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit Governing Documents of the provisions of Section 1542 of Company, any indemnification agreement between the Civil Code of California which provides Company and such Stockholder, or as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives provided by law or any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be directors’ and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsofficers’ liability insurance.

Release of Claims. (a) Subject The Note Holder, on his, her or its behalf and, if and only to the extent permitted under applicable Law, on behalf of any of the Note Holder’s heirs, successors in interest or assigns, and upon all other Persons that might allege a claim, demand, complaint, cause of action, suit, proceeding, arbitration, audit, hearing, investigation or inquiry (whether formal or informal, civil, criminal or administrative) (each, a “Claim”) through the Note Holder or on his, her or its behalf, hereby knowingly, fully, unconditionally and irrevocably (i) acknowledges and agrees that he, she or it has no rights or entitlements with respect to 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 any kind to any Company-Owned IP, and (iii) releases, effective as of immediately prior to the Effective Time, 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 the Company, in such Person’s capacity as such, whether asserted or unasserted, known or unknown, contingent or noncontingent, past or present, arising or resulting from or relating, directly or indirectly, 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 interest or assigns and all Persons that might allege a Claim through the Note Holder or on the Note Holder’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 breach of any of the representations and warranties set forth in Article IV of the BCA and the covenants of the Company set forth in Article VI of the BCA. Notwithstanding the foregoing, nothing in this Section 3 will be deemed to constitute release (i) 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 Note Holder to receive 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 Note Holder in his, her or its capacity as a service provider or any employment rights that cannot be waived as a matter of applicable Law. (b) Contingent upon, and effective immediately prior to, the Effective Time, the Note Holder hereby unconditionally and irrevocably releases, discharges and waives any and all of his, her or its rights under the certificate of incorporation and bylaws of the Company and the Company Convertible Notes (in each case, in the form in force at the date of execution of this Agreement or at any prior or subsequent time) where the exercise of any such right would in any way prevent, conflict with, hinder, or be inconsistent with the execution and performance of this Agreement or 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 other Transactions. (c) The Note Holder agrees to irrevocably waive and not to exercise any rights of appraisal or any dissenters’ rights that the Note Holder may hereafter have against any of the Releasees, on (whether under applicable Law or by reason of any matter, cause otherwise) 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 could potentially have or acquire 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 SubsidiariesTransactions. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts.

Release of Claims. In consideration of the promises and payments set forth herein, and as a material inducement for the parties to enter into this Agreement, the parties state as follows: (a) Subject to Employee hereby unconditionally releases, acquits, and upon forever discharges the consummation Company and its subsidiaries, affiliates, estates, divisions, successors, insurers and assigns, attorneys and all of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledtheir owners, the Stockholderstockholders, andgeneral or limited partners, if the Stockholder is a legal entity, together with the Stockholder’s officersagents, directors, stockholdersmanagers, Subsidiaries and Affiliatesofficers, trustees, representatives, employees, the subrogees of all of the above, and each of their respective heirs, Representatives, all successors and assigns thereof (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 personscollectively, the “Releasees”), from and against any and all claims, charges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, claimssuits, demandsrights, damagesentitlements, judgmentscosts, losses, debts, dues and suits expenses (including attorneys’ fees and legal expenses) of every kind, any nature and description whatsoever, whether known or unknown, asserted or unassertedwhich Employee now has, 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 claim to have had against the Releasees and/or any of the Releasees, on or them by reason of any matter, cause act, omission, transaction, occurrence, or thing whatsoever event that arose prior has occurred or is alleged to have occurred up to and including the Closing; Effective Date of this Agreement; provided, however, that nothing herein the foregoing Release is not intended to and shall be deemed to not release (ai) any right of the Stockholder expressly set forth in the Merger Agreement, including the right claims Employee may have to receive the Closing Merger Consideration to which it may be entitled indemnification pursuant to the Merger Agreement in accordance with the terms thereofCompany’s Certificate of Formation, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Operating Agreement or the transactions contemplated thereby and Delaware Limited Liability Company Act, (cii) any employment compensation rights Employee may have pursuant to any policies of insurance maintained by the Company, (iii) any rights Employee may continue to have pursuant to any Incentive Unit Grant Agreement to which Employee is a party, the Rubicon Global Holdings, LLC Profits Participation Plan or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee the Third Amended and Restated Operating Agreement of the Company, its Affiliates as amended, to the extent Employee continues to be a member of the Company following the Separation Date, or its Subsidiaries(iv) any benefit plans maintained by the Company. (b) The Stockholder represents that as to each This Release includes a knowing and every claim released hereundervoluntary waiver and release of any and all claims including, the Stockholder has received the advice but not limited to, claims for nonpayment of legal counsel with regard wages, overtime or bonuses or other claims pursuant to the releases contained hereinFair Labor Standards Act, breach of contract, fraud, loss of consortium, emotional distress, personal injury, injury to reputation, injury to property, intentional torts, negligence, wrongful termination, constructive discharge, retaliation, discrimination, harassment, non-payment of equity in the Company, and having any and all claims for recovery of lost wages or back pay, fringe benefits, pension benefits, liquidated damages, front pay, compensatory and/or punitive damages, attorneys’ fees, injunctive or equitable relief, or any other form of relief under any federal, state, or local constitution, statute, law, rule, regulation, judicial doctrine, contract, or common law. Employee specifically agrees that Employee has been so advisedpaid all overtime, specifically waives the benefit bonuses, wages or other monies due to Employee as of the provisions date of Section 1542 this Agreement. Specifically included, without limitation, in this waiver and release is a knowing and voluntary waiver and release of all claims of employment discrimination, including but not limited to disability discrimination, harassment, retaliation or any other claims under the Americans With Disabilities Act; any claims under the Americans With Disabilities Act Amendments Act of 2008; any claims under Title VII of the Civil Code Rights Act of California 1964 and the Civil Rights Act of 1991; any claims under the Age Discrimination in Employment Act; any claims under the National Labor Relations Act; any claims under the Fair Labor Standards Act; any claims under the Family and Medical Leave Act; any claims under the Occupational Safety and Health Act; any claims under the Employee Retirement Income Security Act of 1974; any claims under The Lxxxx Xxxxxxxxx Fair Pay Act of 2009; any and all federal or state laws pertaining to employment or employment benefits, based on any federal, state, or local constitution, statute, law, rule, regulation, judicial doctrine, contract, or common law, or other theory arising out of any matter, act, omission, transaction, occurrence, or event that has occurred or is alleged to have occurred up to and including the Effective Date of this Agreement. (c) Employee expressly acknowledges that this Agreement may be pled as a complete defense and may bar any and all claims, known or unknown, against any or all the Releasees based on any matter, act, omission, transaction, occurrence, or event that has occurred or is alleged to have occurred up to and including the Effective Date of this Agreement. (d) Employee acknowledges that this general release extends also to claims that Employee does not know or suspect to exist in Employee’s favor at the time of executing this Agreement which, if known by Employee, might have materially affected Employee’s decision to execute this Agreement. Employee hereby knowingly and voluntarily waives and relinquishes all rights and benefits which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or Employee may have under any similar provision of the statutory or non-statutory applicable law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the such general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsrelease provisions.

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 the right known or unknown. Any and all such Claims are hereby declared 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 satisfied 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. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained hereinsettled, and having been so advisedthe Borrowers and the Guarantor, specifically waives for themselves and for their respective successors, executors, heirs, administrators, and assigns, each hereby discharge the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives Released Parties from any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true liability with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be any and remain in full force and effect, notwithstanding the discovery or existence of any all such different or additional factsClaims.

Release of Claims. (a) Subject to In exchange for the special severance pay and upon the consummation of the Merger and the receipt of the Closing Merger Consideration benefits provided you under this Agreement, to which the Stockholder is you would not otherwise be entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries on your own behalf and Affiliates, and each that of their respective your heirs, Representativesexecutors, successors administrators, beneficiaries, personal representatives and assigns (such personsassigns, the “Releasors”), hereby fully you agree that this Agreement shall be in complete and unconditionally (subject to the receipt final settlement 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 rights or claims of every kind, nature type and description whatsoeverdescription, whether known or unknown, asserted that you have had in the past, now have, or unassertedmight now have, suspected in any way related to, connected with or unsuspectedarising out of your employment or its termination or pursuant to Title VII of the Civil Rights Act, absolute the Americans with Disabilities Act, the Age Discrimination in Employment Act, the fair employment practices statutes of the state or contingent, unmatured or inchoate, both at law and states in equity, which you have provided services to the Stockholder Company 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 any other federal, state or local law, regulation or other requirement and you hereby release and forever discharge the Company and its SubsidiariesAffiliates all of their respective past and present directors, shareholders, officers, members, managers, partners, joint venturers, employees, agents and representatives, their successors and assigns, and all others connected with any of them, both individually and in their official capacities, from any and all such causes of action, rights or claims. (b) The Stockholder represents This Agreement, including the release of claims set forth immediately above, creates legally binding obligations and the Company advises you to consult an attorney before signing this Agreement. In signing this Agreement, you give the Company assurance that as you have signed it voluntarily and with a full understanding of its terms; that you have had sufficient opportunity, before signing this Agreement, to each consider its terms and every claim released hereunderto consult with an attorney, the Stockholder has received the advice of legal counsel if you wished to do so, or to consult with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that of those persons to whom reference in made in the Releasors may hereafter discover facts different from or first sentence of paragraph 7(b) above; and that, in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of signing this Agreement; however, the Releasors intend you have not relied on any promises or representations, express or implied, that the general releases herein given shall be and remain are not set forth expressly in full force and effect, notwithstanding the discovery or existence of any such different or additional factsthis Agreement.

Release of Claims. In consideration of the benefits provided to the Borrowers under the terms and provisions hereof, each Borrower hereby agrees as follows ("General Release"): (a) Subject to Each Borrower, for itself and upon on behalf of its successors and assigns, does hereby release, acquit and forever discharge the consummation of the Merger Agent and the receipt Lender, all of the Closing Merger Consideration to which the Stockholder is entitledtheir respective predecessors in interest, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s and all of their respective past and present officers, directors, stockholdersattorneys, Subsidiaries and Affiliatesaffiliates, 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 employees and agents, of and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all claims, demands, obligations, liabilities, actionsindebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, claimsdefenses, demandsoffsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, judgmentscosts, debtslosses and expenses, dues and suits of every type, kind, nature and nature, description whatsoeveror character, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute liquidated or contingentunliquidated, unmatured or inchoateeach as though fully set forth herein at length (each, both at law a "Released Claim" and in equitycollectively, which the Stockholder or "Released Claims"), that any of the Releasors ever had, Borrower now has or may hereafter acquire as of the date that the Borrowers have against executed and delivered this Amendment to the Agent (hereafter, the "Release Date"), including without limitation, those Released Claims in any way arising out of, connected with or related to any and all prior credit accommodations, if any, provided by the Agent or the Lender, or any of the Releaseestheir respective predecessors in interest, on to any Borrower, and any agreements, notes or by reason documents 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 kind related to the Merger Agreement thereto or the transactions contemplated thereby and (c) or hereby, or any employment compensation other agreement or benefits matter affecting any Releasor in his document referred to herein or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariestherein. (b) The Stockholder Each Borrower hereby acknowledges, represents and warrants to the Agent and the Lender that as it agrees to assume the risk of any and all unknown, unanticipated or misunderstood Released Claims which are released by the provisions of this General Release in favor of the Agent and the Lender, and each Borrower hereby waives and every claim released hereunder, the Stockholder has received the advice of legal counsel releases all rights and benefits which it might otherwise have under any state or local laws or statutes with regard to the releases contained hereinrelease of such unknown, and having been so advised, specifically waives the benefit unanticipated or misunderstood Released Claims. (c) Each person signing below on behalf of a Borrower acknowledges that he or she has read each of the provisions of Section 1542 this General Release. Each such person fully understands that this General Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that any Borrower may have as of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYRelease Date. The Stockholder also specifically waives any right or benefits Each Borrower hereby acknowledges that it has or may have under any similar provision had an opportunity to obtain an attorney’s advice concerning the legal consequences of each of the provisions of this General Release. (d) Each Borrower hereby specifically acknowledges and agrees that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of the Agent or the Lender; (ii) the provisions of this General Release shall constitute an absolute bar to any Released Claim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or non-statutory law equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition this General Release shall subject a Borrower to the facts provisions of applicable law setting forth the Releasors now know remedies for the bringing of groundless, frivolous or believe to be true with respect to the subject matter baseless claims or causes of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsaction.

Release of Claims. (a) Subject In exchange for Employer agreeing to make the Payments referred to in Section 2 below, less applicable withholding, Executive releases Employer 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 AffiliatesTRB, and each of their respective heirspresent, Representatives, successors past 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, agents, employees, counsel shareholders, members, affiliates, parents, subsidiaries, divisions, related companies, successors (including OceanFirst Financial Corp. and its subsidiaries), predecessors, assigns, members, shareholders, investors, trustees, partners, agents, attorneys, and the Company Stockholders prior representatives (which collectively are referred to Closing (such persons, the in this Agreement as “ReleaseesReleased Parties”), from, and Executive waives, all suits, debts and claims that existed up to the time that Executive signs this Release, including but not limited to, everything arising from or in any way related to Executive’s employment with the Company and/or the termination of Employee’s employment with the Company (referred to in this Release as “Claims”). This Release and Executive’s release and waiver of Claims includes, but is not limited to, the following: (1) All Claims against any the Company and all liabilitiescompanies and institutions related to or affiliated with the Company and the other Released Parties, actionsand their successors, causes predecessors, officers, directors, agents, shareholders, members and employees, (2) All Claims asserted and all Claims that could have been asserted in a lawsuit by Executive against the Company and all companies and institutions related to or affiliated with the Company and the other Released Parties, and their successors, predecessors, officers, directors, agents, shareholders, members and employees, (3) All Claims of actionwhich Executive is now aware and all Claims of which Executive is not presently aware, (4) All Claims that, claimsthrough Executive, demandsExecutive’s heirs, damagesexecutors or administrators have, (5) All Claims arising under or relating to any policy, judgmentsagreement, debtsplan, dues and suits of every kindunderstanding or promise, nature and description whatsoeverwritten or oral, whether known formal or unknowninformal, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which between the Stockholder Company or any of the Releasors ever hadother Releasees and Executive, now has including, but not limited to, the Change in Control Agreement (6) All Claims for attorney’s fees, and (7) All Claims arising under common law or may hereafter have against any local, state or federal law including, but not limited to, the Civil Rights Act of 1964, the ReleaseesAmericans With Disabilities Act, on or by reason the Equal Pay Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, New Jersey Wage Payment Law, New Jersey Wage and Hour Law, all local, municipal, state and federal wage and hour laws, all local, municipal, state and federal “whistleblower” laws, all other laws affecting employment, and all amendments of any matterthose laws. (b) Notwithstanding the foregoing, cause or thing whatsoever that arose prior to the Closing; provided, however, Company and Executive recognize that nothing herein contained in this Section 1 shall in any way release or discharge: (i) Executive’s right to bring any Claim that cannot be deemed to release waived under applicable law; (aii) any right of the Stockholder expressly set forth in the Merger Agreement, including the Executive’s right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement payment in accordance with the terms thereofof the Change in Control Agreement; (iii) Executive’s right to enforce, or bring any Claim for breach of, the Change in Control Agreement; (biv) any liabilities of a Releasee Executive’s right to receive Executive’s equity in connection with any future transactions between the parties that are not related Company pursuant 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 terms of the Companyany equity award agreement, its Affiliates as applicable; (v) Executive’s right to any vested benefits to which Executive may be entitled under any retirement or pension plan of the Company or its Subsidiaries. subsidiaries, as applicable; or (bvi) The Stockholder represents that as Executive’s right to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives bring any right or benefits that it has or may have Claim for indemnification under any similar provision of applicable directors and officers liability insurance policy or applicable state or federal law, as applicable (the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts“Excluded Claims”).

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 Subsidiaries. (b) The Stockholder represents that as prosecuting any lawsuit, action or other proceeding against any Jarden Released Parties with respect to each any and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit all of the provisions of Section 1542 of the Civil Code of California which provides as follows: 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 THATforegoing described released, IF KNOWN BY HIM OR HERwaived, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives acquitted and discharged Claims or from exercising any right or benefits recoupment of setoff that it has or may have under a master netting agreement or otherwise against any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true Jarden Released Party with respect to Obligations under the subject matter Loan Documents. Each of the Jarden Released Parties shall be a third party beneficiary of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts.

Release of Claims. (a) Subject to and upon the consummation In consideration of the Merger payments and benefits to be made under the Employment Agreement, dated as of [●] (the “Employment Agreement”), to which [●] (the “Executive”) and At Home RMS Inc., a Delaware corporation (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 Stockholderintention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Holding (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 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 Agreementsuch employment, 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 thereofclaims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (bii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any liabilities violation 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 applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (civ) for employment discrimination under any employment compensation applicable federal, state or benefits matter affecting any Releasor in his local statute, provision, order or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained hereinregulation, and having been so advisedincluding, specifically waives the benefit of the provisions of Section 1542 without limitation, any claim under Title VII of the Civil Code Rights Act of California which provides 1964 (“Title VII”), 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 follows: 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 THATamended (“ERISA”), IF KNOWN BY HIM OR HERthe Age Discrimination in Employment Act (“ADEA”), WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under and any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; howeveranalogous state statute, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts.excepting only:

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) 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. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true claims with respect to benefits to which I am entitled under the subject matter employee benefit and compensation plans of the Company and its affiliates, including any 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 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 Agreement; howeverRelease. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the Releasors intend 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 general releases herein given shall 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 remain in full force delivered to the Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and effectbinding on the eighth day after its execution, notwithstanding 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 discovery severance payments and benefits unless this Release is effective on or existence before the date that is sixty (60) days following the date of any such different or additional factsmy termination of employment.

Release of Claims. (a) Subject Each Partner acknowledges that the benefits to and upon the consummation such Partner under this Agreement are only possible as a result of the Merger Initial Sale, the IPO and the receipt actions taken in connection therewith (including, without limitation, the actions described in clause (ii), (iii) and (iv) of Section 7.15(b) below). (b) Each Partner, on behalf of himself or herself and his or her successors and assigns, hereby completely releases and forever discharges the Corporation, the Partnership, Partner Holdings, Moelis & Company Holdings LP, a Delaware limited partnership (“Old Holdings”), and their respective affiliates and direct or indirect former, current or future general partners, managing members, directors or officers of any 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 foregoing (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 claims, liabilities, actionsjudgments, demands, costs, expenses (including attorneys’ fees), actions and causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverwhatever kind or nature, whether known or unknown, asserted accrued or unassertednot yet accrued, 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 such Partner had, now has has, or may hereafter have against any each of the ReleaseesReleased Parties, on in each case resulting from or by reason in any way related to (i) such Partner’s ownership of, or right to receive, any equity interests in Old Holdings and its affiliates, (ii) the restructuring of any matter, cause or thing whatsoever that arose prior to interests in Old Holdings and the Closing; provided, however, that nothing herein shall be deemed to release (a) any right separation of the Stockholder expressly set forth in the Merger Agreementadvisory and asset management businesses of Old Holdings, 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 each in connection with the Initial Sale and the IPO, including without limitation, the merger of Moelis Merger Company LP, a Delaware limited partnership, with and into Old Holdings, (iii) the Initial Sale and the IPO or (iv) any future transactions between determinations (including valuations) made by any Released Party in connection with such restructuring or separation, including, without limitation, the parties that are not related to value or nature of any consideration received by such Partner in connection therewith, the Merger Agreement Initial Sale 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. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained hereinIPO, and having each such determination shall be final and binding on such Partner. Each Partner understands the significance of its release of unknown claims and waiver of statutory protection against a release of unknown claims. Each Partner expressly assumes the risk of such unknown and unanticipated claims and agrees that this release applies to all claims, whether known, unknown or unanticipated. Each Partner party hereto expressly understands and acknowledges that it is possible that unknown losses or claims exist or might come to exist or that present losses may have been so advisedunderestimated in amount, specifically waives the benefit severity, or both. Accordingly, each Partner party hereto is deemed expressly to understand provisions and principles of the provisions of law such as Section 1542 of the Civil Code of the State of California (as well as any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which provides as followsis similar or comparable to Section 1542), which Section provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT 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 THATRELEASE, WHICH IF KNOWN BY HIM OR HER, WOULD HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYDEBTOR. The Stockholder also specifically waives any right Each Partner party hereto is hereby deemed to agree that the provisions of Section 1542 and all similar federal or benefits that it has state laws, rights, rules, or may have under any similar provision legal principles of the statutory California or non-statutory law of any other jurisdiction. The Stockholder acknowledges jurisdiction that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true applicable herein, are hereby knowingly and voluntarily waived and relinquished with respect to the subject matter of release in this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsSection 7.15.

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), and their respective predecessors, successors, assigns, heirs, representatives, and 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 (collectively, the “Released Parties”), hereby fully from all claims of any type and unconditionally (subject all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, known or unknown, that any Releasor Party may have now or may have in the future, against any of the Released Parties to the receipt of extent that those claims arose, may have arisen, or are based on the amounts specified in this paragraph) releases, acquits Share Purchase Agreement or the transactions contemplated therein and forever discharges, to the fullest extent permitted by lawthat those claims arose, each of Acquirormay have arisen, Merger Sub, or events which occurred at any point in the Company, each of their subsidiaries past up to and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and including the Company Stockholders prior to Closing Effective Date (such personscollectively, the “ReleaseesReleased 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 lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Released Claim which is released and discharged herein. (b) Each of the Parties agrees not to file for themselves or on behalf of any other parties including their related Releasor Parties, any claim, charge, complaint, action, or cause of action against any Released Party related to the Released Claims, and further agrees to indemnify and save harmless each Released Party from and against any and all liabilitieslosses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by any such Releasor Party against any Released Party in violation of the terms and conditions of this Agreement. In the event that any Releasor Party brings a suit against any other Released Party in violation of this covenant, the Party to whom the Releasor Party is related agrees to pay any and all costs of the Released Party against whom such a claim is brought, including attorneys’ fees, incurred by such Released Party in challenging such action. Any Released Party is an intended third-party beneficiary of this Agreement. (c) Each Releasor Party affirms that it has not filed, claimscaused to be filed, demandsor presently is a party to any claim, damagescomplaint, judgmentsor action against any other Party in any forum or form and should any such charge or action be filed by any Releasor Party or by any other person or entity on any Releasor Party’s behalf involving matters covered by this Section 2, debtsthe Releasor Party agrees to promptly give the agency or court having jurisdiction a copy of this Agreement and inform them that any such claims any such Releasor Party might otherwise have had are now settled. (d) This Agreement shall not be deemed or construed at any time or for any purpose as an admission by any Party of any liability or obligation of any kind. Any such liability or wrongdoing is expressly denied. The Parties hereto acknowledge that this Agreement was reached after good faith negotiations and after each party had an opportunity to consult legal counsel. (e) For purposes herein, dues and suits of every kind“Affiliate” means, nature and description whatsoeverwith respect to a specified Person, whether known any other Person that directly or unknownindirectly Controls, asserted is Controlled by or unassertedis under common Control with, suspected or unsuspectedthe specified Person. “Person” means a natural person, absolute or contingenta corporation, unmatured or inchoatea limited liability company, both at law and in equitya partnership, which the Stockholder an association, trust or any of the Releasors ever had, now has other entity 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 organization. “Control” means (a) any right the possession, directly or indirectly, of the Stockholder expressly set forth in power to vote 50% 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 Company, its Affiliates a Person or its Subsidiariesa Person that controls such Person. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts.

Release of Claims. (a) Subject to 6.8.1.1 Each Seller hereby irrevocably and upon unconditionally releases and forever discharges the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledCorporation, the StockholderSubsidiary, andtheir respective directors, if the Stockholder is a legal entity, together with the Stockholder’s officers, directorsemployees, stockholdersshareholders and representatives, Subsidiaries and Affiliates, and each of their respective heirs, Representativesexecutors, administrators, legal representatives, successors and assigns (all such persons, the “Releasors”), hereby fully persons 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, entities being called the “Releasees”)) from: (A) all Claims which such Seller or his/her heirs, from executors, administrators, legal representatives, successors and assigns (the “Releasing Parties”) ever had, now have, or may in the future have against any and all liabilitiesof the Releasees by reason of any cause, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoevermatter or thing, whether known or unknown, asserted occurring on or unassertedprior to the Closing and (B) any and all obligations, suspected responsibilities, liabilities and debts to any of the Releasing Parties of any kind or unsuspectednature whatsoever based upon any facts, circumstances, or matters occurring at or prior to the Closing, whether absolute or contingent, unmatured known or inchoateunknown. However, both at law the foregoing shall not release or otherwise affect (i) the indemnification, representations, warranties, covenants, and all other rights and obligations of any Party set forth in equityor arising out of this Agreement or any other agreement entered into in connection herewith, which (ii) any obligation of the Stockholder Corporation to such Seller as an employee, officer or director of the Corporation for accrued and unpaid salary, compensation or remuneration, accrued bonus, expense reimbursements and other employee benefits under any Plan, (iii) any statutory rights to indemnification or advancement, coverage under any applicable liability insurance policy covering the directors and/or officers of the Corporation or any of its Affiliates in effect on or prior to the Releasors ever hadClosing, now has the rights to indemnification and advancement in such Seller’s favor described in this Agreement or the rights to indemnification and advancement set forth in the articles, bylaws or other Constating Documents of the Corporation, and (iv) any claim that may hereafter have not be released as a matter of applicable law. 6.8.1.2 Each Seller, jointly and severally, for itself and each of its Releasing Parties, expressly waives the benefit of any applicable law, which, if applied to this Section 6.8, would otherwise exclude from its binding effect any Claim not known by such Seller, the Releasing Parties or the Releasees on the date hereof. Such Seller, jointly and severally, for itself and each of its Releasing Parties, hereby irrevocably covenants to refrain from, directly or indirectly through the Corporation or otherwise, asserting any Claim, or commencing, instituting or causing to be commenced, any Claim of any kind against any of the Releasees, on Releasee before any Governmental Authority or other forum by reason of any mattermatters released hereby. Such Seller, cause or thing whatsoever that arose prior jointly and severally, for itself and each of its Releasing Parties, represents to the Closing; providedReleasees that such Seller has not assigned or transferred or purported to assign or transfer to any Person all or any part of, howeveror any interest in, that nothing herein shall be deemed to release any Claim (aat law or in equity) 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. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law Loss of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from nature, character or in addition to the facts the Releasors now know description whatsoever, which is or believe which purports to be true with respect to the subject matter of released or discharged by this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsSection 6.8.

Release of Claims. (a) Subject to and upon the consummation Except as set forth in Section 3 below, in consideration of the Merger payments and benefits described in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, Employee, for himself/herself, his/her heirs, beneficiaries, assigns and legal successors in interest, agrees to fully and forever release, discharge, indemnify and hold harmless each of the Company Entities (including, without limitation, CommerceHub and its direct or indirect parents, subsidiaries, and affiliates), and the receipt respective directors, officers, shareholders, controlling persons, employees, agents, attorneys, and insurers, predecessors in interest, and successors in interest, and any affiliate of any 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 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 personsEmployee hereby waives, 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 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 Employee now has, ever had, now has or may hereafter ever claimed to have had (collectively “Claims”) against any of the ReleaseesReleased Persons occurring up to and including the date that Employee signs this Release, including without limitation, any Claims arising out of, connected with or in any way related to Employee’s employment with CommerceHub, the Employment Agreement and/or the termination of Employee’s employment with CommerceHub, other than Employee’s right to enforce the terms of the Agreement. Employee acknowledges and agrees that this release, discharge, indemnification and waiver includes, without limitation, any Claim based on any principles of tort or by reason common law or on any foreign, local, state or federal statute, including those relating to age, sex, race, disability, religion, national origin, or other form of discrimination or any other employment related matter, cause including without limitation any Claims under the National Labor Relations Act; the Fair Labor Standards Act; the Occupational Safety and Health Act; the Employee Retirement Income Security Act of 1974; Title VII of the Civil Rights Act of 1964; the Racketeer Influenced and Corrupt Organizations Act; the Age Discrimination in Employment Act of 1967; the Vietnam Era Veterans’ Readjustment Assistance Act of 1972; the Older Workers Benefits Protection Act of 1989; the Americans with Disabilities Act of 1990; the Family Medical Leave Act of 1993; collection law; any other statutes or thing whatsoever common law principles; the New York Human Rights Law, the New York Labor Law, the nondiscrimination and/or retaliation provisions of the New York Workers’ Compensation Law, and any other federal, state or local employment laws and regulations, and all common law claims of the State of New York, including, but not limited to, claims of express or implied contract, wrongful discharge, defamation, slander, intentional and negligent infliction of emotional distress, and all claims for attorneys’ fees, costs and expenses, and any other claims arising out of or related to Employee’s employment with CommerceHub, and the termination of that arose prior to the Closing; employment; provided, however, that nothing herein this shall not affect Employee’s right to enforce the terms of the Agreement. Employee acknowledges that Employee intends that this Release shall be deemed effective as a bar to release (a) any right each and every one of the Stockholder Claims hereinabove mentioned or implied. Employee expressly consents that this Release 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 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 Release. Employee acknowledges and agrees that this Release is an essential and material term of the Agreement, and CommerceHub is entering into the Agreement in reliance on such release. Employee further agrees that if Employee brings a Claim seeking damages or relief against any Released Person, or if Employee seeks to recover against any Released Person in any Claim brought by a governmental agency on Employee’s behalf, this Release and the release set forth in the Merger Agreement shall serve as a complete defense to such Claims, and Employee shall reimburse each Released Person for any attorneys’ fees or expenses or other fees and expenses incurred in defending any such Claim. Employee further agrees that Employee 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 Release or the Agreement. Without in any way limiting the generality of the foregoing release of Claims, Employee agrees that, other than the payment(s) in Sections 2 (Retention Benefits) and 4 (Vacation Pay) of the Agreement, Employee is not entitled to any other compensation, remuneration, bonus, severance, benefit, compensation, payment or incentive (including the any capital stock, stock option, stock appreciation right to receive the Closing Merger Consideration to which it may be entitled 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 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 pre-existing or the transactions contemplated thereby and (c) any employment compensation contemporaneous oral or benefits matter affecting any Releasor in his written agreement or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesotherwise. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts.

Release of Claims. (a) Subject to and upon the consummation Each of the Merger Borrower and the receipt Parent hereby ratifies, reaffirms and acknowledges that the Loan Documents and this Amendment represent their valid, enforceable and collectible obligations, and that they have no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Each of the Closing Merger Consideration to which Borrower and the Stockholder is entitledParent hereby acknowledges and agrees that, through the date hereof, each of the Administrative Agent and the Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with the Borrower, the Stockholder, and, if the Stockholder is a legal entity, together Parent and Guarantor in connection with the Stockholder’s officersLoans. Each of the Borrower and the Parent hereby releases Administrative Agent, directorsLenders, stockholdersand their respective parent corporations, Subsidiaries subsidiaries and Affiliatesaffiliates, any holder of or participant in a Loan, and each of their respective present and former officers, directors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, Representativespersonal representatives, 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 “ReleaseesReleased Parties”), from and against any and all liabilities, actions, causes of action, claims, demandsliabilities, damages, judgments, debts, dues actions and suits causes of action of every kindnature or character (collectively, nature and description whatsoeverthe “Claims”), 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 for or because of any matter or things done, omitted or suffered to be done by any of the Releasors ever hadReleased Parties prior to and including the date hereof, now has or may hereafter have against relating to the Loans, the administration of the Loans, the Bridge Credit Agreement, 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 other Loan Documents or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor modifications described in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesthis Amendment. (b) The Stockholder represents that as to In entering into this Amendment, each of the Borrower and every claim released hereunderthe Parent has consulted with, the Stockholder has received the advice of and been represented by, legal counsel with regard to the releases contained hereinand expressly disclaims any reliance on any representations, and having been so advised, specifically waives the benefit acts or omissions by any of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder Released Parties and hereby agrees and acknowledges that the Releasors may hereafter discover facts different from validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or in addition to the facts the Releasors now know accuracy, completeness or believe to be true with respect to the subject matter validity hereof. The provisions of this Section 6 shall survive the termination of the Bridge Credit Agreement; however, the Releasors intend that other Loan Documents, and the general releases herein given shall be and remain payment in full force and effect, notwithstanding of the discovery or existence of any such different or additional factsObligations under the Bridge Credit Agreement.

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 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. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to any act, event, occurrence, or any alleged failure to act, released hereunder. In the subject matter event any portion of this Agreement; howeverSection 15 shall be held invalid or unenforceable by any court of competent jurisdiction, the Releasors intend such holding shall not invalidate or render unenforceable any other provision of this Section 15. The provisions of this Section 15 are not intended, and shall not be construed, as an admission that the general releases herein given shall be Entities and remain in full force 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 effect, notwithstanding that he has executed this Employment Agreement after having had the discovery or existence opportunity to consult with an attorney of any such different or additional factshis choice and has had an opportunity to consider this Employment Agreement for a period of at least fourteen (14) days.

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 or its Subsidiaries. (b) The Stockholder represents that as to each Company and every claim released hereunderBuyer hereby expressly waives any and all provisions, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, rights and having been so advised, specifically waives the benefit of the provisions of Section benefits conferred by §1542 of the California Civil Code of California (or any similar, comparable or equivalent provision or law) which provides as followssection provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT 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 THATRELEASE, WHICH IF KNOWN BY HIM OR HER, WOULD HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsDEBTOR.”

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). (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts.

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 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 entities released hereunder other than as provided 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 paragraphs 2 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. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter 6 of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts.

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. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder Sxxxxxxxxxx has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The (c) Stockholder also specifically waives any right represents and acknowledges that he, she, or benefits that it has or may have under any similar provision read this release and understands its terms and has been given an opportunity to ask questions of the statutory Company’s representatives. Stockholder further represents that in signing this release he, she or non-statutory law it does not rely, and has not relied, on any representation or statement not set forth in this release made by any representative of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from Company or in addition to the facts the Releasors now know or believe to be true anyone else with respect regard to the subject matter matter, basis or effect of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery release or existence of any such different or additional factsotherwise.

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 or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives including any right or benefits that it has basis to seek any disgorgement or may have under recovery of payments of cash or any similar provision other distributions or transfers previously received by any of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges Existing Second Lien Secured Party Releasees; provided, that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given Existing Second Lien Secured Party Releases shall be and remain in full force and effect, notwithstanding limited to such claims arising prior to or including the discovery or existence date of any such different or additional factsthe entry of the Final Order.

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. (b) The Stockholder represents You further agree that this Section 4 may be pleaded as a full defense to each any action, suit or other proceeding for Claims that is or may be initiated, prosecuted or maintained by you or your heirs or assigns. You understand and every confirm that you are executing this Agreement voluntarily and knowingly, but that this Section 4 does not affect your right to claim released hereunderotherwise under ADEA. In addition, the Stockholder has received the advice of legal counsel you shall not be precluded by this Section 4 from filing a charge with regard any relevant Federal, state or local administrative agency, but you agree to the releases contained herein, and having been so advised, specifically waives the benefit waive your rights with respect to any monetary or other financial relief arising from any such administrative proceeding. (c) In furtherance of the provisions agreements set forth above, you hereby expressly waive and relinquish any and all rights under any applicable statute, doctrine or principle of Section 1542 law restricting the right of any person to release claims that such person does not know or suspect to exist at the Civil Code time of California executing a release, which provides as follows: 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 THATclaims, IF KNOWN BY HIM OR HERif known, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdictionmaterially affected such person’s decision to give such a release. The Stockholder acknowledges In connection with such waiver and relinquishment, you acknowledge that the Releasors you are aware that you may hereafter discover claims presently unknown or unsuspected, or facts different from or in addition to the facts the Releasors or different from those that you now know or believe to be true true, with respect to the subject matter matters released herein. Nevertheless, it is your intention to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein. The parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above. Nothing in this paragraph is intended to expand the scope of the release as specified herein. (d) You represent and acknowledge that none of the Releasors have filed any complaint, charge, claim or proceeding, against any of the Releasees before any local, state or federal agency, court or other body (each individually, an “Action”). You represent that you are not aware of any basis on which such an Action could reasonably be instituted. You further acknowledge and agree that (i) you will not initiate or cause to be initiated on your behalf any Action and will not participate in any Action, in each case, except as required by law, and (ii) you waive any right you may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Action, including, without limitation, any Action conducted by the Equal Employment Opportunity Commission. Further, you understand that, by executing this Release, you will be limiting the availability of certain remedies that you may have against the Releasees and also limiting your ability to pursue certain claims against the Releasees. (e) The Company’s offer to you of this Agreement and the payments and benefits set forth herein are not intended as, and shall not be construed as, any admission of liability, wrongdoing or improper conduct by the Company. You represent and acknowledge that you have not filed or caused to be filed any charges, complaints, claims, actions, proceedings or demands for arbitration of any kind in any forum against any Releasee. (f) You acknowledge that you have been offered and have waived a period of time of at least 21 days to consider whether to sign this Agreement; however, and the Company agrees that you may cancel the Release and this Section 4 at any time during the seven days following the date on which this Agreement has been signed by all parties to this Agreement (the “Revocation Period”). In order to cancel or revoke the Release and this Section 4, you must deliver to the Company’s General Counsel written notice stating that you are canceling or revoking the Release and this Section 4 during the Revocation Period. If the Release and this Section 4 are timely cancelled or revoked, none of the provisions of this Section 4 shall be effective or enforceable, and the Company shall not be obligated to make the payments to you or to provide you with the benefits identified in Sections 1(b)(iii), 1(b)(iv) and 1(c). You acknowledge that, even if the Release and this Section 4 are cancelled or revoked by you, the Releasors intend that the general releases herein given provisions of Section 1(a) hereof shall be and remain in full force and effect. (g) You acknowledge and agree that you have entered into this Agreement knowingly and willingly and have had ample opportunity to consider the terms and provisions of this Agreement, notwithstanding the discovery or existence of any such different or additional factsincluding this Section 4.

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 Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from entity or in addition to the facts the Releasors now know organization, including a government or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery political subdivision or existence of any such different agency or additional factsinstrumentality thereof.

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. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts.

Release of Claims. (a“Executive”), for himself and his family, heirs, executors, administrators, legal representatives and their respective successors and assigns, in exchange for the consideration received pursuant to Sections 6(c) Subject to and upon (in the consummation case of Disability), Sections 6(e) or 6(f) (other than the Accrued Obligations) of the Merger and Employment Agreement to which this release is attached as Exhibit A (the receipt of the Closing Merger Consideration “Employment Agreement”), to which the Stockholder is Executive would not otherwise be entitled, and except as otherwise set forth in this Agreement, does hereby release and forever discharge _____________________ (the Stockholder“Company”), andits subsidiaries, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representativesaffiliated companies, successors and assigns assigns, and its current or former directors, officers, employees, shareholders or agents in such capacities (such personscollectively with the Company, 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, claimssuits, demandscontroversies, damages, judgments, debts, dues claims and suits of every kind, nature and description demands 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 for or by reason of any matter, cause or thing whatsoever whatsoever, whether known or unknown including, but not limited to, all claims under any applicable laws arising under or in connection with Executive’s employment or termination thereof, whether for tort, for breach of express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the job or incurred as a result of loss of employment. Executive acknowledges that arose the Company encouraged him to consult with an attorney of his choosing, and through this General Release of Claims encourages him to consult with his attorney with respect to possible claims under the Age Discrimination in Employment Act (“ADEA”) and that he understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting the generality of the release provided above, Executive expressly waives any and all claims under ADEA that he may have as of the date hereof. Executive further understands that by signing this General Release of Claims he is in fact waiving, releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or prior to the Closing; provideddate hereof. Notwithstanding anything in this paragraph 1 to the contrary, however, that nothing herein this General Release of Claims shall be deemed not apply to release (ai) any right rights to receive any payments or benefits pursuant to Section [ ] of the Stockholder expressly set forth in the Merger Employment Agreement, including (ii) any rights or claims that may arise as a result of events occurring after the right to receive date this General Release of Claims is executed, (iii) any indemnification rights Executive may have as a former officer or director of the Closing Merger Consideration to which it may be entitled pursuant to Company or its subsidiaries or affiliated companies, (iv) any claims for benefits under any directors’ and officers’ liability policy maintained by the Merger Agreement Company or its subsidiaries or affiliated companies in accordance with the terms thereofof such policy, and (bv) 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 rights as a director, manager, officer or employee holder of equity securities of the Company. In addition, its Affiliates or its Subsidiaries. (b) The Stockholder represents Executive hereby acknowledges and agrees that as to each he has read and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of understand Section 1542 of the Civil Code of California the State of California, which provides reads as follows: 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 THATIn connection with such waiver and the above releases, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder Executive acknowledges that the Releasors he is aware that he may hereafter discover facts different from or in addition to the facts the Releasors or different from those which he now know knows or believe believes to be true with respect true, but that it is his intention hereby to the subject matter of fully, finally, and forever settle and release all such claims, matters, disputes, and differences, known or unknown, fixed or contingent, suspected or unsuspected, except as specifically set forth in this Agreement; however, the Releasors intend that the general releases . The release given herein given shall be and remain in effect as full force and effect, complete releases notwithstanding the discovery or existence of any such additional or different facts. Executive hereby expressly waives and relinquishes all rights and benefits under that Section and any law or additional factslegal principle of similar effect in any jurisdiction with respect to the Executive’s release of unknown and unsuspected claims given in this Release. Executive have been advised by counsel and understand the meaning and consequences of Section 1542 and his waiver of said Section and its protections is knowing and voluntary.

Release of Claims. (a) Subject In order to be certain that this Agreement will resolve any and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledall concerns that you might have, the StockholderCompany requests that you carefully consider its terms, including the release of claims set forth below, and, if in that regard encourages you to seek the Stockholder is a legal entity, together with advice of an attorney before signing this Agreement. (b) For and in consideration of the Stockholder’s officers, directors, stockholders, Subsidiaries special pay and Affiliatesbenefits to be provided to you under this Agreement, and each as a condition of their respective your receipt of such benefits, to which you would not otherwise be entitled, you, on your own behalf and on behalf of your heirs, Representativesbeneficiaries, successors executors, administrators, representatives and assigns (such personsassigns, the “Releasors”)and all others connected with or claiming through you, hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits release and forever discharges, to discharge the fullest extent permitted by law, each Company and all of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective its past, present or and future officers, directors, shareholders, general and limited partners, joint venturers, members, managers, employees, counsel and agents, predecessors, successors and the Company Stockholders prior to Closing (such personsassigns, the “Releasees”)and all others connected with any of them, from and against any and all liabilitiesbenefit plans maintained by the Company and all past, actionspresent and future representatives, agents, trustees, fiduciaries and administrators of such plans, both individually and in their official capacities, from any and all causes of action, claimsrights or claims of any name or nature whatsoever (all, demandscollectively, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever"Claims"), whether known or unknown, asserted which you had in the past, now have, or unassertedmight now have, suspected through the date on which you sign this Agreement, including without limitation Claims in any way resulting from, arising out of or unsuspectedconnected with your employment or its termination or pursuant to any federal, absolute state or contingentlocal law, unmatured regulation or inchoateother requirement, both at law and in equity, which the Stockholder or any including without limitation Title VII of the Releasors ever hadCivil Rights Act of 1964, now has or may hereafter have against any the Age Discrimination in Employment Act, the Americans with Disabilities Act and the fair employment practices statutes of the Releasees, on state or by reason of any matter, cause or thing whatsoever that arose prior states in which you have provided services to the Closing; provided, however, that nothing herein shall be deemed to release Company. (ac) any right of the Stockholder expressly set forth in the Merger This Agreement, including the right release of claims set forth the paragraph immediately above, creates legally binding obligations and the Company therefore encourages and advises you to receive consult an attorney before signing this Agreement. In signing this Agreement, you give the Closing Merger Consideration Company assurance that you have signed it voluntarily and with a full understanding of its terms; that you have had sufficient opportunity, before signing this Agreement, to which it may be entitled pursuant consider its terms and to the Merger Agreement consult with an attorney, if you wished to do so, or to consult with any other legal or tax advisors or members of your immediate family; and that, in signing this Agreement, you have not relied on any promises or representations, express or implied, that are not set forth expressly in this Agreement. You acknowledge that in accordance with the terms thereofrequirements of the Older Workers Benefit Protection Act, (b) any liabilities the Company is providing you, in EXHIBIT B, a list of a Releasee in connection the job titles and ages of all employees who have been selected for layoff at this time and therefore are eligible for severance benefits, together with any future transactions between the parties that job classifications and ages of all individuals who have not been selected for layoff and therefore 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 Subsidiarieseligible for severance benefits. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts.

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. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts.

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) 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. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true claims with respect to benefits to which I am entitled under the subject matter employee benefit and compensation plans of the Company and its affiliates, including any 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 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 Agreement; howeverRelease. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the Releasors intend 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 general releases herein given shall 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 remain in full force delivered to the Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and effectbinding on the eighth day after its execution, notwithstanding 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 discovery severance payments and benefits unless this Release is effective on or existence before the date that is sixty (60) days following the date of any such different or additional factsmy termination of employment.

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 Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from entity or in addition to the facts the Releasors now know organization, including a government or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery political subdivision or existence of any such different agency or additional factsinstrumentality thereof.

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 of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law future Claims of any other jurisdiction. The Stockholder acknowledges that Credit Party against any Releasee based on facts existing after the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsdate hereof.

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”). (b) The Stockholder Consultant represents that as to each and every claim released hereunderwarrants that, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true except with respect to the subject matter Excluded Claims, Company and other Company Parties have fully satisfied any and all obligations whatsoever owed to Consultant arising out of Consultant’s service with Company or any other Company Party, and that no further payments or benefits are owed to Consultant by the Company or any other Company Party. Consultant has reported all hours worked to the Company and has been paid and has received all compensation, including all wages, overtime, bonuses, incentive compensation, commissions, equity grants, benefits, sick pay, vacation pay, or other compensation or payments or form of remuneration of any kind or nature, as well as reimbursement for all reasonable and necessary business, travel and entertainment expenses incurred on behalf of the Company. (c) Consultant further understands and agrees that, except for the Excluded Claims, Consultant has knowingly relinquished, waived and forever released any and all rights to any personal recovery in any action or proceeding that may be commenced on Consultant’s behalf arising out of the aforesaid service relationship or the termination thereof, including, without limitation, claims for back pay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ fees. (d) As a condition of the Company entering into this Agreement; however, Consultant further represents that Consultant has not filed against the Company or any of the other Company Parties, any complaints, claims or lawsuits with any court, administrative agency or arbitral tribunal prior to the date hereof, and that Consultant has not transferred to any other person any such complaints, claims or lawsuits. (e) In consideration for Consultant’s performance of its obligation under this Agreement, the Releasors intend that Company Parties hereby voluntarily, knowingly and willingly release and forever discharge the general releases herein given shall be Consultant and remain Consultant Parties from any and all rights, claims, charges, actions, causes of action, complaints, grievances, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, demands or liabilities of every kind whatsoever, in full force and effectlaw or in equity, notwithstanding whether known or unknown, suspected or unsuspected (collectively, “Claims”) which the discovery Company Parties or existence Company Parties’ executors, administrators, successors or assigns ever had, now have or may hereafter claim to have by reason of any matter, cause or thing whatsoever, arising from the beginning of time up to the Separation Date including, in connection with the Consultant performance of its obligations under the Consulting Agreement and any duty, obligation, requirement imposed on Consultant to the extent related to Consulting Agreement. Notwithstanding the foregoing, the Company Parties are not releasing any Claims hereunder with respect to (i) the Company’s rights with respect to this Agreement, (ii) any rights which arise after the date on which the Consultant countersigns this Agreement with respect to matters that occurred after such different date, (iii) any claims of fraud, fraudulent activity, or additional factsotherwise illegal conduct, or (iv) any claims that are not otherwise waivable under applicable law.

Release of Claims. (a) Subject to In consideration of Lender's agreements contained herein, Borrower and upon the consummation its successors and assigns each hereby fully release, remise and forever discharge Lender and Bank 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 present officers, directors, stockholdersagents, Subsidiaries employees, servants, partners, shareholders, attorneys and Affiliatesmanagers, and each all of their respective heirs, Representativespersonal representatives, predecessors, successors and assigns (such personsassigns, 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”)for, from and against any and all liabilitiesclaims, actionsdemands, causes of action, claimscontroversies, demandsoffsets, obligations, losses, damages, judgments, debts, dues and suits liabilities of every kindkind and character whatsoever, nature including without limitation any action, omission, misrepresentation or other basis of liability founded either in tort or contract and description whatsoeverthe duties arising thereunder that Borrower, or any of its successors or assigns has had in the past, or now has, or which may hereafter accrue, whether known or unknown, asserted whether currently existing or unassertedhereafter asserted, suspected relating in any manner to, or unsuspectedarising from or in connection with, absolute the indebtedness evidenced by the Prior Loan Agreement, this Agreement or contingentthe Loan Documents, unmatured any negotiations, loan administration, exercise of rights and remedies, payment, offset with respect to, or inchoateother matter relating to such indebtedness, both at law any collateral securing payment and in equityperformance of such indebtedness, which or any matter preliminary to the Stockholder execution and delivery by Borrower and Lender of this Agreement, or any statement, action, omission or conduct of Lender or Bank or any of the Releasors ever hadtheir officers, now has directors, agents, employees, servants, partners, shareholders, attorneys and managers relating in any manner to such indebtedness, collateral 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; this Agreement; provided, however, that nothing herein the foregoing release and discharge shall be deemed not apply to release (a) any right the obligations of the Stockholder Lender expressly set forth in this Amendment or first arising after the Merger date of this Amendment. Borrower acknowledges and agrees that Lender is not and shall not be obligated in any way to continue or undertake any loan, financing or other credit arrangement with Borrower, including without limitation any renewal of the indebtedness evidenced by the Loan Agreement, including beyond 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 SubsidiariesMaturity Date. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts.

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. (bii) The Stockholder represents Holder acknowledges that as to each the Holder has read and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of understands Section 1542 of the Civil Code of the State of California (“Section 1542”), which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts.:

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 the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofadministration or enforcement thereof (collectively, (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 all of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunderforegoing, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY“Claims”). The Stockholder also specifically waives any right or benefits Borrower represents and warrants that it has no knowledge of any Claim by it against the Released Parties or may have under of any similar provision facts or acts or omissions of the statutory or non-statutory law Released Parties which on the date hereof would be the basis of any other jurisdictiona Claim by the Borrower against the Released Parties which is not released hereby. The Stockholder acknowledges Borrower represents and warrants that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter foregoing constitutes a full and complete release of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsall Claims.

Release of Claims. (a) Subject to Guarantor hereby ratifies, reaffirms and upon acknowledges that the consummation Guaranty represents its valid, enforceable and collectible obligations, and that it has no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Guarantor hereby acknowledges and agrees that, through the date hereof, each of the Merger Administrative Agent and the receipt of Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with the Closing Merger Consideration to which the Stockholder is entitledBorrower, the Stockholder, and, if the Stockholder is a legal entity, together Parent and Guarantor in connection with the Stockholder’s officersLoans. Guarantor hereby releases the Administrative Agent, directorsLenders, stockholdersand their respective parent corporations, Subsidiaries subsidiaries and Affiliatesaffiliates, any holder of or participant in a Loan, and each of their respective present and former officers, directors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, Representativespersonal representatives, 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 “ReleaseesReleased Parties”), from and against any and all liabilities, actions, causes of action, claims, demandsliabilities, damages, judgments, debts, dues actions and suits causes of action of every kindnature or character (collectively, nature and description whatsoeverthe “Claims”), 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 for or because of any matter or things done, omitted or suffered to be done by any of the Releasors ever hadReleased Parties prior to and including the date hereof, now has or may hereafter have against relating to the Loans, the Guaranty, the administration of the Loans, the Credit Agreement, any of the Releasees, on other Loan Documents 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 modifications described 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 SubsidiariesAmendment. (b) The Stockholder represents that as to each and every claim released hereunderIn entering into this Acknowledgement, the Stockholder Guarantor has received the advice of consulted with, and been represented by, legal counsel with regard to the releases contained hereinand expressly disclaims any reliance on any representations, and having been so advised, specifically waives the benefit acts or omissions by any of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder Released Parties and hereby agrees and acknowledges that the Releasors may hereafter discover facts different from validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or in addition to the facts the Releasors now know accuracy, completeness or believe to be true with respect to the subject matter validity hereof. The provisions of this Section 3 shall survive the termination of the Credit Agreement; however, the Releasors intend that other Loan Documents, and the general releases herein given shall be and remain payment in full force and effect, notwithstanding of the discovery or existence of any such different or additional factsObligations under the Credit 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, 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. (b) The Stockholder, on behalf of itself and the other Releasors, hereby expressly waives any rights Stockholder may have under any Law that provides that a general release does not or may not extend to claims that the Releasors do not know or suspect to exist in the Releasors’ favor at the time of executing this Agreement. Stockholder acknowledges, on behalf of itself and the other Releasors, that the inclusion of such unknown Claims in this Agreement was separately bargained for and was a key element of the release set forth in this Section 17. Stockholder acknowledges, on behalf of itself and the other Releasor, that Stockholder or the other Releasors may hereafter discover facts which are different from or in addition to those that Stockholders or the other Releasors may now know or believe to be true with respect to any and all Claims released under this Section 17 and agree that all such unknown Claims are nonetheless released and that this Agreement will be and remain effective in all respects even if such different or additional facts are subsequently discovered. Stockholder, on behalf of itself and the other Releasors, represents that as to each and every claim Claim released hereunder, the Stockholder Xxxxxxxxxxx has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right (c) Stockholder, on behalf of itself and the other Releasors, represents and acknowledges that he, she, or benefits that it has or may have under any similar provision read this release and understands its terms and has been given an opportunity to ask questions of the statutory Company’s representatives. Stockholder further represents, on behalf of itself and the other Releasors, that in signing this release he, she or non-statutory law it does not rely, and has not relied, on any representation or statement not set forth in this release made by any representative of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from Company or in addition to the facts the Releasors now know or believe to be true anyone else with respect regard to the subject matter matter, basis or effect of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery release or existence of any such different or additional factsotherwise.

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 any and every action, cause of action, complaint, claim, demand, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost and/or expense (including attorney’s fees) that he has, may have or may be entitled to from or against the Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, which arises directly or indirectly out of, or is based on or related in any way to Executive’s employment with the 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 willful misconduct of the Releasees (together, the “Released Claims”); provided, however, that this release does not apply to any claims solely and specifically (i) arising after the date this Agreement is executed, (ii) for indemnification (including, without limitation, under the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a 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 Affiliates (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 against officers’ liability and insurance policy, as in effect from time to time, to which he would otherwise be entitled. (b) The parties intend this release to cover any and all liabilitiesExecutive Released Claims, actionswhether arising under any employment contract (express or implied), causes policies, procedures or practices of actionany of the Releasees, and/or by any acts or omissions of any of the Releasees’ agents or employees or former agents or employees including from all claims, demands, damages, judgmentssums of money, debtswages, dues and employee or other benefits, causes of action, attorney’s fees, suits at law or in equity of every kind, nature and description whatsoeverwhatever kind or nature, whether known or unknown, unknown or previously asserted or unassertednot, suspected including, but not limited to, any claim or unsuspectedproceeding under the federal Age Discrimination in Employment Act, absolute the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Rehabilitation Act of 1973, the Uniformed Services Employment and Reemployment Rights Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Virginia Human Rights Act, the Virginians with Disabilities Act, or contingentany claims arising from violations of the Sarbanes Oxley Act of 2002, unmatured as amended, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, any personal gain with respect to any claim under a private attorney’s general act or inchoatethe qui tam provisions of the False Claims Act, both at or from violation of any other federal, state or local civil rights law or any other statute, constitutional provision, executive order, law or ordinance or pursuant to common law, including any tort, contract or other claims, any claims relating to any aspect of Executive’s employment with the Company, or otherwise arising out of any relationship between the Company and in equityExecutive, and any claims arising as a result of any matter or thing done, omitted or suffered to be done prior to and including the date upon which Executive signs below. Executive agrees that it is his intent that this release shall discharge the Stockholder Company and others noted above to the maximum extent permitted by law. Executive understands and agrees that the Company’s offer of, or his agreement to the above, is not to be construed as an admission of liability by any of the Releasors ever hadreleased parties and the Company specifically denies any liability to Executive or to anyone else. As such, now has or may hereafter have against any it is expressly acknowledged and agreed that this release is a general release, representing a full and complete disposition and satisfaction of all of the Company Releasees, on ’ real or by reason of any matter, cause or thing whatsoever that arose prior alleged waivable legal obligations 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 Executive 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 specific exceptions noted above. The term “Releasees” means the Company, its Affiliates or its Subsidiariespredecessors, successors and assigns and past, present and future Affiliates, subsidiaries, divisions and parent corporations and all their respective past, present and future officers, directors, shareholders, employee benefit plan administrators, employees and agents, individually and in their respective capacities. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts.

Release of Claims. (a) Subject to and upon the consummation The Parties agree as follows: a. Except as provided herein, as of the Merger Effective Date, in consideration for the Company’s payment of the Legal Fees and the receipt promises, waivers, releases and other consideration provided herein, each member of the Closing Merger Consideration Sophis Group, to which the Stockholder is entitledmaximum extent permitted by law, hereby irrevocably and unconditionally releases and discharges the StockholderCompany and its past or present predecessors, andparents, if the Stockholder is a legal entitysubsidiaries, together with the Stockholder’s Affiliates, successors, assigns, officers, directors, stockholders, Subsidiaries attorneys, and employees, and any related or affiliated corporations or entities, and their past or present predecessors, parents, subsidiaries, Affiliates, and each of their respective heirssuccessors, Representativesassigns, 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, stockholders, attorneys, and employees, counsel and agentsany person or entity acting through or in concert with any of the preceding persons or entities (all of the preceding persons and entities, severally and in the Company Stockholders prior aggregate, will be referred to Closing (such persons, the as “Releasees”), jointly and severally, of and from and against any and all liabilities, actions, causes of action, claims, demands, debts, reckonings, contracts, agreements, covenants, damages, judgments, debtsexecutions, dues liabilities, appeals, obligations, attorney’s fees, causes of action and suits of every kind, kind and nature and description whatsoever, whether direct or derivative, from the beginning of time to the Effective Date, foreseen or unforeseen, known or unknown, asserted or unasserted, suspected or unsuspectedwhich may be hereafter claimed to arise out of any action, absolute inaction, event or contingentmatter occurring prior to and including the Effective Date, unmatured including, but not limited to, all claims for punitive damages, or inchoateattorney’s fees and costs, both at law and any and all other claims arising under any law, rule, regulation, order or decision arising out of or relating to the matters and allegations described in equitythis Agreement, which that the Stockholder or any of the Releasors ever Sophis Group Parties have had, now has have, or may hereafter have against any Releasees, including, without limitation, any claims for breaches of fiduciary duties 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 officers and directors 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 Company in connection with any future transactions between actions whatsoever taken by them at any time prior to and including the parties that are not related Effective Date (the “Sophis Group Release”). b. Except as provided herein, as of the Effective Date, in consideration for the Sophis Group’s promises, waivers, releases and other consideration herein provided, the Company and its current directors and executive officers, to the Merger Agreement maximum extent permitted by law, hereby irrevocably and unconditionally releases and discharges each member of the Sophis Group and their Affiliates, subsidiaries, joint ventures and partnerships, successors, assigns, officers, directors, partners, members, managers, principals, predecessor or successor entities, agents, employees, stockholders, auditors, advisors, consultants, attorneys, insurers, heirs, executors, administrators, successors and assigns of any such person (the transactions contemplated thereby “Sophis Released Group”), jointly or severally, of from any and (c) all actions, claims, demands, debts, reckonings, contracts, agreements, covenants, damages, judgments, executions, xxxxxxxxxxx, appeals, obligations, attorney’s fees, causes of action and suits of every kind and nature whatsoever, direct or derivative, from the beginning of time to the Effective Date, foreseen or unforeseen, known or unknown, asserted or unasserted, or which may be hereafter claimed to arise out of any action, inaction, event or matter occurring prior to and including the Effective Date, including, but not limited to, all claims for punitive damages, or attorney’s fees and costs, and any and all other claims arising under any law, rule, regulation, order or decision, that the Company and its current directors and executive officers have had, now have, or may have against any member of the Sophis Group and/or the Sophis Released Group, including, without limitation, those arising out of or in any way relating to any member of the Sophis Group’s involvement or engagement with the Company and its current directors and executive officers, the matters and allegations described in this Agreement, employment compensation or benefits matter affecting any Releasor in his or her capacity as a directorat the Company, manager, officer or employee ownership of securities of the Company, its Affiliates the Lawsuit and the IP Claims, at any time prior to and including the Effective Date (the “Company Release” and together with the Sophis Group Release, the “Releases”), except that, notwithstanding the foregoing, the Company Release shall not be irrevocable and unconditional in respect of the Lawsuit and the IP Claims, and the Company Release shall be void and have no further force and effect as to the Lawsuit and/or the IP Claims if the Company is permitted to refile the Lawsuit and/or pursue the IP Claims under Section 6 and Section 7, respectively. c. The Parties each acknowledge that as of the time of the Effective Date, the Parties may have claims against one another that a Party does not know or suspect to exist in his or its Subsidiaries. (b) The Stockholder represents that as favor, including, without limitation, claims that, had they been known, might have affected the decision to each and every claim released hereunderenter into this Agreement, or to provide the releases set forth in this Section 9. In connection with such any such claims, the Stockholder has received the advice of legal counsel with regard Parties agree that they intend to the releases contained hereinwaive, relinquish, and having been so advisedrelease any and all provisions, specifically waives the benefit rights, and benefits of any state or territory of the provisions United States or other jurisdiction that purports to limit the application of Section 1542 a release to unknown claims, or to facts unknown at the time the release was entered into. In connection with this waiver, the Parties acknowledge that they, or any of them, may (including after the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter Effective Date) discover facts different from or in addition to the facts the Releasors now know or believe different from those known or believed by them to be true with respect to the subject matter of the releases set forth in this Section 9, but it is the intention of the Parties to completely, fully, finally, and forever compromise, settle, release, discharge, and extinguish any and all claims that they may have one against another, known or unknown, suspected or unsuspected, contingent or absolute, accrued or unaccrued, apparent or unapparent, that now exist or previously existed, without regard to the subsequent discovery of additional or different facts. The Parties acknowledge that the foregoing waiver is a key, bargained-for element to this Agreement and the Releases that are part of it. d. The Releases provided for in this Section 9 are intended to be broad, and this breadth is a bargained-for feature of this Agreement; however. Notwithstanding anything to the contrary herein, the Releasors intend Releases provided for in this Section 9 shall not apply to (i) any rights or duties under this Agreement or (ii) any claims or causes of action that any Party may have for the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery breach or existence enforcement of any provision of this Agreement. For the avoidance of doubt, nothing in this Section 9 shall operate to release Terran Orbital’s claims in the Lawsuit or the Alleged Claims in the event that Terran Orbital is permitted to assert such different claims as provided in Sections 6 and 7. e. The Parties acknowledge that they are aware of and familiar with the provisions of Section 1542 of the California Civil Code, which provides as follows: The Parties hereby waive and relinquish all rights and benefits that they have under Section 1542 of the California Civil Code, or additional factsthe law of any other country, territory, state or jurisdiction, or common law principle, to the same or similar effect.

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 such action or proceeding by ABPI, ABPI Sub, any Affiliate of either of the parties foregoing, or any other Accentia Releasing Party. The Parties acknowledge that are neither Arius nor Parent are, by their execution of and performance under this Agreement, acknowledging or admitting any matter, fault, or liability. b. In consideration of Accentia’s execution of this Agreement and Accentia’s obligations hereunder, and based upon the mutual promises contained herein and other good and valuable consideration, Parent and Arius, on their behalf and on behalf of all of their Affiliates, divisions, employees, owners, stockholders, officers, directors, legal representatives, insurers, creditors, related companies, predecessors, successors, heirs, assigns and personal representatives (collectively, the “BDSI Releasing Parties”), hereby fully and expressly, knowingly, voluntarily, and unconditionally release, acquit and forever discharge ABPI, APBI Sub and all of their Affiliates, divisions, employees, owners, stockholders, officers, directors, legal representatives, insurers, creditors, related companies, predecessors, successors, heirs, assigns and personal representatives (collectively, the “Accentia Released Parties”), from 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 BDSI Releasing Parties now has, or which it may have against the Accentia Released Parties from the beginning of time up to, through, including, and following, the Approval Date for Agreement. Parent and Arius, on their behalf and on behalf of the other BDSI Releasing Parties, covenant and agree not related 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 Merger Agreement Accentia Released Parties (but expressly excluding any obligations, rights, claims, or the transactions contemplated thereby and (c) any employment compensation liabilities arising under or benefits matter affecting any Releasor in his or her capacity as a directorresult of this Agreement). Parent and Arius further covenant and agree to hold harmless and indemnify the Accentia Released Parties in respect of all losses, managerclaims, officer damages, liabilities, fees, penalties or employee of related costs or expenses (including, but not limited to, court costs and attorneys’ fees), suffered, sustained, incurred, or required to be paid by the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different Accentia Released Parties from or in addition to connection with any such action or proceeding by BDSI, Arius, any Affiliate of either of the facts the Releasors now know foregoing, or believe to be true with respect to the subject matter any other BDSI Releasing Party. The Parties acknowledge that neither ABPI nor ABPI Sub are, by their execution of and performance under this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effectacknowledging or admitting any matter, notwithstanding the discovery fault, or existence of any such different or additional factsliability.

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 or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives including any right or benefits that it has basis to seek any disgorgement or may have under recovery of payments of cash or any similar provision other distributions or transfers previously received by any of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges Existing RBL Secured Party Releasees; provided, that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given Existing RBL Secured Party Releases shall be and remain in full force and effect, notwithstanding limited to such claims arising prior to or including the discovery or existence date of any such different or additional factsthe entry of the Final Order.

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. (b) The Stockholder represents that as to each Each of the Initial Selling Stockholders and every claim released hereunderthe Joining Securityholders hereby unconditionally and irrevocably releases, discharges and waives any and all of its rights under any term of the CL Shareholders Agreement, the Stockholder has received Articles of Association or any other agreement between the advice Company and such Selling Securityholder where the exercise of legal counsel any such right would in any way prevent, conflict with, hinder or be inconsistent with regard to the releases contained herein, execution and having been so advised, specifically waives performance of this Agreement or the benefit consummation of the provisions Stock Purchase or any of the other Transactions. (c) Each Selling Stockholder further waives any rights under Section 1542 of the Civil Code of California the State of California, which provides as followsstates: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT 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 THATRELEASE, WHICH IF KNOWN BY HIM OR HER, WOULD HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsDEBTOR.

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. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter For purposes of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts.:

Release of Claims. (a) Subject to and upon In consideration of the consummation receipt of his, her or its applicable portion of the Merger and the receipt Consideration (which may be increased to decreased pursuant to Section 2.7 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 Common Stock (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 Stockholder Support 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 5.24 of the Merger Agreement), (iii) any employment compensation rights to indemnification to the extent provided for (A) 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 (B) pursuant to Indemnification Agreement by and between the Pre-Closing Holder and the Company entered into prior to the date hereof, or (iv) any claims, actions, or causes of action that, as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; howeverapplicable Law, are not waivable. This release may not be altered except in a writing signed by the Releasors intend that the general releases herein given person or entity against whose interest such change shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsoperate.

Release of Claims. (a) Subject to and upon the consummation A. By operation of the Merger and the receipt entry of the Closing Merger Consideration Final Order, and except as to which the Stockholder is entitledsuch rights or claims as may be created by this Agreement, the Stockholdereach individual Class Member who does not timely opt-out pursuant to this Agreement forever and fully releases and discharges Defendants and Defendants’ managers, and, if the Stockholder is a legal entity, together with the Stockholder’s officersmembers, directors, stockholdersshareholders, 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, parents, subsidiaries, affiliated companies, insurers, heirs, successors and/or assigns, and the Company Stockholders prior to Closing (such all persons, natural or corporate, in privity with the Defendants (collectively, “ReleaseesReleased 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 Released Class Claims. B. By operation of the Releasors ever had, now has or may hereafter have against any entry of the ReleaseesFinal Order, on and except as to such rights or claims as may be created by reason this Agreement, each individual Authorized Claimant forever and fully releases and discharges Released Parties from all Released Class Claims. C. By operation of the entry of the Final Order, and except as to such rights or claims as may be created by this Agreement, Named Plaintiffs forever and fully release and discharge Released Parties from all Released Class Claims as well as any other claim of any matterkind under federal, cause state, or thing whatsoever local law/regulation or common law based on events that arose prior took place from the beginning of time through execution of this Agreement. D. By operation of the entry of the Final Order, and except as to the Closing; providedsuch rights or claims as may be created by this Agreement, however, that nothing herein Defendants shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreementhave and shall fully, 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 thereoffinally, (b) any liabilities of a Releasee and forever released, relinquished, and discharged Named Plaintiffs, Class Members, Authorized Claimants, and Class Counsel from all claims arising out of, relating to, or in connection with the institution, prosecution, assertion, settlement, or resolution of the Action and/or the Released Class Claims. E. Except as provided in this Agreement, upon payment of all Costs and Fees as approved by the Court, Class Counsel, on behalf of the Authorized Claimants and Class Members, irrevocably and unconditionally release, acquit, and forever discharge any future transactions between claim that he, she or they may have against Released Parties for attorneys’ fees, expenses, disbursements and all other costs and fees associated with Class Counsel’s representation of the parties Class. Class Counsel further understands and agrees that are any fee payments approved by the Court will be the full, final and complete payment of all attorneys’ fees, expenses, disbursements and all other costs and fees associated with Class Counsel’s representation in the Action. F. Class Counsel represents that it is not related to the Merger Agreement aware of any actual or potential claims by Named Plaintiffs or Class Members against Released Parties for violation of any federal, state or local law/regulation or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor common lawother than the claims that have been asserted in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesthis Action. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts.

Release of Claims. (a) Subject to and upon the consummation As of the Merger and Closing, the receipt members of the Partnership Group shall enter into: (i) a waiver and release of claims against NGP in substantially the form set forth in Exhibit B, (ii) a waiver and release of claims against the Sellers (other than NGP) in substantially the form set forth in Exhibit C, (iii) a mutual waiver and release of claims with each manager, director or officer of any member of the Partnership Group (other than the Sellers) in substantially the form set forth in Exhibit D. (b) Each Seller, in his, her or its capacity as such, and in his, her or its capacity as an officer, director, manager, employee, member, stockholder, partner, advisor or agent of any member of the Partnership Group or any Joint Venture, hereby agrees from and after the Closing Merger Consideration to which forever waive, release and discharge and not to assert, against any member of the Stockholder is entitledPartnership Group, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and or against Buyer or its Affiliates, and each of their respective heirsany rights, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject rights 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 actionreceive payments, claims, demands, damagescauses of action or losses which such Seller, judgmentsin any of the aforementioned capacities, 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 may have at law and or in equity, which pursuant to any agreement or otherwise with respect to any acts, omissions or circumstances in existence prior to and through the Stockholder Closing Date, other than (A) liability for obligations for wages and benefits for periods prior to the Closing, (B) the indemnification obligation as provided in Section 7.06, and (C) any rights, claims, liabilities or obligations, if any, arising under, or continuing pursuant to this Agreement. (c) Each Seller, in any of the Releasors ever hadcapacities mentioned in Section 7.07(b) understands and agrees that pursuant to this Section 7.07, 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 such Seller is expressly waiving all claims (a) any right of the Stockholder other than those expressly reserved as set forth in this Section 7.07), even those that such Seller may not know or suspect to exist, which if known may have materially affected the Merger Agreementdecision to provide this release, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant and such Seller waives any rights under applicable law that provide 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 Subsidiariescontrary. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts.

Release of Claims. Each Optionholder, on behalf of and with the intention of binding itself and its heirs, executors, administrators, successors, assigns, trustees, family members, principals, shareholders, members, managers and affiliated or related parties (a) Subject to collectively, the “Optionholder Releasing Parties”), does hereby unconditionally and upon irrevocably waive, release, remise, acquit and forever discharge the consummation Company and each affiliate and subsidiary of the Merger Company, and the receipt 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 its and their respective present and former officers, directors, stockholdersexecutives, Subsidiaries shareholders, agents, attorneys, members, representatives, insurers, investors, attorneys, employees, employee benefit plans and Affiliatesthe administrators, trustees and fiduciaries thereof, and each of their respective heirs, Representativesexecutors, successors successors, predecessors and assigns (such personscollectively, the “Releasors”)Released Parties” and each, 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 a “ReleaseesReleased Party”), from and against any and all liabilitiesclaims, actions, causes of action, claimscomplaints, charges, demands, rights, damages, judgments, debts, dues sums of money, accounts, financial or other obligations, suits, expenses, attorneys’ fees and suits liabilities of every kindwhatever kind or nature in law, nature equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and description whatsoeverwhether now known or unknown, suspected or unsuspected, which such Optionholder or its Optionholder Releasing Parties, 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 the Company or any Released Party, arising out of the acquisition, rescission and relinquishment of the Relinquished Options and the other matters contemplated by this Agreement; provided, that the foregoing waiver and release shall not affect the rights of any Optionholder in its capacity as a purchaser or holder of the Retained Options or in its capacity as a Reg A Purchaser. Each Optionholder, on behalf of itself and its Optionholder Releasing Parties, acknowledges and agrees that the foregoing waivers and releases are intended to be and shall be effective as a full and final accord and satisfaction and general release of all claims and rights (including those expressly set forth or described above) with respect to the acquisition, rescission and relinquishment of the Relinquished Options or the other matters contemplated by this Agreement, whether known or unknown, asserted against or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which involving the Stockholder Company or any of the Releasors ever had, now has Released Parties. Each Optionholder is aware that it or its Optionholder Releasing Parties may hereafter have against any discover claims or rights or facts or information with respect to the acquisition, rescission and relinquishment of the Releasees, on Relinquished Options or the other matters contemplated 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 this Agreement (a) any right of the Stockholder including those 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, (bor described above) 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. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors or different from those Optionholder or its Optionholder Releasing Parties now know or believe to be true with respect exist, which if Optionholder or its Optionholder Releasing Parties had known, may have affected Optionholder’s decision to the subject matter of sign this Agreement; however, Optionholder hereby settles, waives and releases on behalf of itself and its Optionholder Releasing Parties, all of the Releasors intend that claims and rights (including those expressly set forth or described above), which such Optionholder or its Optionholder Releasing Parties had, has or may have against or involving the general releases herein given shall be Company or any of the Released Parties with respect to the acquisition, rescission and remain in full force and effectrelinquishment of the Relinquished Options, notwithstanding the discovery including those arising out of such additional or existence of any such different facts or additional factsinformation.

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 that are Loan Parties against the Released Parties which is 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. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYhereby. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges Loan Parties represent and warrant that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter foregoing constitutes a full and complete release of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsall Claims.

Release of Claims. The Borrower represents and warrants to the Bank that it has diligently and thoroughly investigated the existence of any Claim (aas defined below) Subject and that, to its knowledge and upon belief, no Claim exists and no facts exist that could give rise to or support a Claim. As additional consideration for the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledBank’s entering into this letter amendment, the StockholderBorrower and each of its agents, 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 each a “ReleasorsReleasing Party”), ) hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits release and forever discharges, to discharge the fullest extent permitted by law, 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 each a “ReleaseesReleased Party”), ) from and against any and all liabilitiesdamages, 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 hadeffective date of this letter amendment, 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 on account of or in any right way relating to, arising out of or based upon any Loan Document, any amendment, waiver or other modification with respect thereto, the negotiation or documentation hereof or thereof, any of the Stockholder expressly set forth in the Merger Agreementtransactions contemplated hereby or thereby, 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 damages, losses, claims, demands, liabilities, obligations, actions and causes of action 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 letter amendment 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 xxx any Released Party upon, any Claim released or purported to be released under this section. Each Releasing Party will indemnify and hold harmless the Merger Agreement Released Parties against any loss or the transactions contemplated thereby and (c) liability on account of any employment compensation or benefits matter affecting actions brought by any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates Releasing Party or its Subsidiaries. (b) The Stockholder represents 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 as to each any and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of all rights under the provisions of Section 1542 of the California Civil Code are expressly waived by each of the Releasing Parties. Section 1542 of the California which Civil Code provides as follows: 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 THATStaar Surgical Company October 25, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts.2002 Page 4

Release of Claims. (a) Subject By signing this letter in exchange for your right to and upon receive the consummation Retention Bonus, you, on behalf 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, yourself and each of their respective your affiliates, successors, assigns, heirs, Representativesexecutors, successors administrators and assigns legal representatives (such persons, the “Releasors”), hereby fully unconditionally, irrevocably, knowingly and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits voluntarily release and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, waive and discharge the Company, each of their subsidiaries its affiliates, and affiliates and their respective its past, present or and future officersRelated Persons (as defined below) (collectively, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actionsrights, causes of action, claims, demandsactions, suits, or similar proceedings of any kind or nature whatsoever, that the Releasors now have, have ever had or may hereafter have against the respective Releasees, and from any and all direct or indirect liabilities, losses, damages, judgmentsobligations or responsibilities (whether fixed or unfixed, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, absolute or contingent, asserted or unasserted, suspected matured or unsuspectedunmatured, absolute liquidated or contingentunliquidated, unmatured secured or inchoateunsecured), both at law including any consequential, punitive and in equityexemplary damages, which the Stockholder or that any of the Releasors Releasor now has, has ever had, now has had or may hereafter have against any of to the Releasees, of any kind or nature arising directly or indirectly from any act, omission, event or transaction occurring on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; date hereof, including without limitation, with respect to unpaid wages, bonuses, commissions, or other compensation of any type or kind to the fullest extent allowed by law (collectively, the “Released Claims”); provided, however, that nothing herein Released Claims shall be deemed to release (a) not include any right rights, causes of the Stockholder expressly set forth in the Merger Agreementaction, 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 thereofclaims, (b) any proceedings or 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. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYarising under this letter. The Stockholder also specifically waives Releasors, hereby irrevocably covenant to refrain from, directly or indirectly, asserting any right claim or benefits that it has demand, or may have under commencing, instituting or causing to be commenced, any similar provision of the statutory or non-statutory law proceeding of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; howeverkind against any Releasee, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of based upon any such different or additional factsReleased Claim.

Release of Claims. (a) Subject to The Guarantor represents and upon agrees that she 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 her 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 Collateral Agent entering into this Guaranty, the Guarantor by her execution of this Guaranty, and on behalf of herself and each of her respective agents, attorneys, financial advisors, affiliates and assigns (each a legal entity"Releasing Party"), together with the Stockholder’s officerseach hereby release and forever discharge each Secured Creditor and each of such Secured Creditor's agents, direct and indirect shareholders, employees, directors, stockholdersofficers, Subsidiaries and Affiliatesattorneys, and each of their respective heirsbranches, Representativesaffiliates, subsidiaries, successors and assigns (such personseach a "Released Party") from all damages, 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 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 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. (b) The Stockholder represents Each Releasing Party further covenants and agrees that as to each and every claim released hereunder, the Stockholder she has received the advice of legal counsel with regard to the releases contained hereinnot heretofore assigned, and having been so advisedshall not hereafter sue any Released Party upon, specifically waives any Claim released or purported to be rexxxsed under this Section 23, and each Releasing Party shall indemnify and hold harmless the benefit Released Parties against any loss or liability on account of any actions brought by such Releasing Party or its assigns or prosecuted on behalf of such Releasing Party and relating to any Claim released or purported to be released under this Section 23. It is further understood and agreed that any and all rights under the provisions of Section 1542 of the California Civil Code are expressly waived by each of the Releasing Parties. Section 1542 of the California which Civil Code provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT 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 THATRELEASE, WHICH IF KNOWN BY HIM OR HER, WOULD HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsDEBTOR." Signature Page Follows

Release of Claims. (a) Subject to and upon the consummation Each of the Merger XX XX ICW and the receipt of the Closing Merger Consideration to which the Stockholder is entitledCompany, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries for itself and Affiliates, all its equityholders and each of their respective heirssuccessors, Representatives, successors assigns and assigns heirs and all Persons claiming under or through it or any of them (such personscollectively, the “XX XX ICW Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits releases and forever discharges, to effective at the fullest extent permitted by lawEffective Time, each of Acquirorwithout the need for any further action, 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 claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, claimssuits, judgments, rights, demands, damagescosts, judgmentslosses, debts, dues debts and suits expenses (including attorneys’ fees and costs incurred) of every kind, nature and description whatsoeverwhatsoever kind or nature, whether at law or in equity, matured or unmatured, known or unknown, suspected and unsuspected, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured accrued or inchoateunaccrued, both at law disclosed and in equityundisclosed, which the Stockholder and whether due or any of the Releasors to become due, for damages actual and consequential, contingent or liquidated or otherwise, past, present and future that he, she or it ever had, now has or hereafter can, shall or may hereafter have against any Driven or its past and present parent and subsidiary companies, other equityholders thereof and all of their respective current and former directors, officers, partners, members, managers, shareholders, employees, agents, counsel, assigns and Affiliates (collectively, “XX XX ICW Releasees”), whether directly or derivatively, arising contemporaneously with or prior to the consummation of the ReleaseesMerger, or on account of or by reason arising out of any act, omission, transaction, matter, cause or thing whatsoever that arose prior event occurring contemporaneously with or up to and including the Closing; providedEffective Time, howeverincluding, that nothing herein shall be deemed to release without limitation, (a) any right liability arising out of any action of the Stockholder expressly set forth in managing member of XX XX ICW or the Company, as applicable, related to approval, negotiation or evaluation of the Merger Agreement, including and adoption of this Agreement or any other agreement contemplated herein or consummation of the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereoftransactions contemplated hereunder, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related liability arising from or relating to the Merger Agreement XX XX ICW or the transactions contemplated thereby and Company or their respective business, operations, assets or liabilities, (c) any employment compensation liability arising from or benefits matter affecting any Releasor in his relating to the equity securities of XX XX ICW or her capacity as a director, manager, officer or employee of the Company, its Affiliates (d) any liability arising from or relating to any and all agreements and obligations relating to XX XX ICW or the Company, as applicable, entered into or incurred on, prior to or as of the Effective Time, and (e) any liability in respect of any event occurring or circumstances existing on, prior to or as of the Effective Time relating to any of the foregoing matters (the “XX XX ICW Release”). Notwithstanding the foregoing, the XX XX ICW Release shall not include any claims, actions, causes of action, proceedings, suits, rights or demands brought by or asserted by any of XX XX ICW Releasors with respect to any of the following, or any liabilities, damages, costs, losses, debts or expenses (including attorney’s fees and costs incurred) arising out of or resulting from any of the following: (i) any rights such XX XX ICW Releasor may have in his, her or its Subsidiariescapacity as an employee or consultant of any Company Group Member (which includes without limitation any rights the XX XX ICW Releasor may have under an employment agreement, offer letter or consulting agreement with any Company Group Member), or (ii) the right to the payment of the Merger Consideration. Each of XX XX ICW and the Company, on behalf of itself and the XX XX ICW Releasors, hereby irrevocably (x) covenants to refrain, from and after the Effective Time, from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any claim or proceeding of any kind against any XX XX ICW Releasee before any court, administrative agency or other forum by reason of any matters released hereby, and (y) expressly waives the benefit of any statute or rule of law, which, if applied to the XX XX ICW Release, would otherwise exclude from its binding effect any claim not known by the undersigned as of the Effective Time. (b) The Stockholder represents that as to Driven, for itself and all its equityholders and each of their respective successors, assigns and every claim released hereunderheirs and all Persons claiming under or through it or any of them (collectively, the Stockholder “Driven Releasors”), hereby releases and forever discharges, effective at the Effective Time, without the need for any further action, any and all claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, judgments, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs incurred) of whatsoever kind or nature, whether at law or in equity, matured or unmatured, known or unknown, suspected and unsuspected, asserted or unasserted, absolute or contingent, accrued or unaccrued, disclosed and undisclosed, and whether due or to become due, for damages actual and consequential, contingent or liquidated or otherwise, past, present and future that he, she or it ever had, now has received or hereafter can, shall or may have against XX XX ICW or the advice Company or their respective past and present parent and subsidiary companies, other equityholders thereof and all of legal counsel their respective current and former directors, officers, partners, members, managers, shareholders, employees, agents, counsel, assigns and Affiliates (collectively, “Driven Releasees”), whether directly or derivatively, arising contemporaneously with regard or prior to the releases contained hereinconsummation of the Merger, in each case on account of or arising out of the approval, negotiation or evaluation of the Merger and adoption of this Agreement or any other agreement contemplated herein or consummation of the transactions contemplated hereunder (the “Driven Release”). Driven, on behalf of itself and the Driven Releasors, hereby irrevocably (x) covenants to refrain, from and after the Effective Time, from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any claim or proceeding of any kind against any Driven Releasee before any court, administrative agency or other forum by reason of any matters released hereby, and having been so advised, specifically (y) expressly waives the benefit of any statute or rule of law, which, if applied to the provisions of Section 1542 Driven Release, would otherwise exclude from its binding effect any claim not known by the undersigned as of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsEffective Time.

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration In exchange for those payments described in Section 3 to which the Stockholder is Executive would not otherwise be entitled, and provided the StockholderCompany performs its obligations hereunder, andExecutive, if individually and on behalf of his successors, heirs, and assigns, hereby releases, acquits, and forever discharges the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, Company 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 its past, present or present, and future officers, agents, directors, employees, counsel and agentsinvestors, members, managers, administrators, attorneys, insurers, parents, subsidiaries, affiliates, predecessor, and the Company Stockholders prior successor corporations, and assigns (hereinafter collectively referred to Closing (such persons, the as “ReleaseesReleased Parties”), of and from and against any and all claims, liabilities, actionsdemands, causes of action, claimscontracts, demandsagreements, promises, costs, expenses, attorneys’ fees, damages, judgmentsdisputes, debtsindemnities, dues and suits obligations all other manner of legal actions of every kindkind and nature, nature in law, equity, or otherwise, known and description whatsoeverunknown, whether known or unknownsuspected and unsuspected, disclosed and undisclosed, asserted or unasserted, suspected arising out of or unsuspectedin any way related to his employment by the Company, absolute or contingentthe termination of that employment, unmatured or inchoate, both at law and in equity, which the Stockholder or any act or omission which has occurred at any time up to and including the date of the Releasors ever hadexecution of this Agreement, now has other than obligations under this Agreement, the Indemnification Agreement or the Equity Awards (collectively, the “Claims”) and agrees not to sxx, or in any manner to institute, prosecute, or pursue, or cause to be instituted, prosecuted, or pursued, any Claim that he may hereafter have possess against any of the ReleaseesReleased Parties arising from any omissions, acts, or facts that have occurred up until and including the date of the execution of this Agreement. The Claims released include, but are not limited to, any claims for monetary damages; any claims related to Hardy’s employment with the Company (or any of its related entities) or the termination thereof; any claims to severance or similar benefits; any claims to expenses, attorneys’ fees, or other indemnities; any claims based on actions or failure to act on or before the date of this Agreement; any claims for other personal remedies or damages sought in any legal proceeding or charge filed with any court or federal, state, or local agency either by reason of any matterone or by a person claiming to act on Hardy’s behalf or in Hardy’s interest, cause in each case other than a claim for vested benefits, unemployment compensation, or thing whatsoever worker’s compensation. Hardy understands that arose prior to the Closing; providedClaims might have arisen under many different federal, howeverstate, that nothing herein shall be deemed and local statutes, regulations, case law, and/or common law doctrines. Hardy specifically, but without limitation, agrees to release all of the Released Parties from any and all claims under the following: \DC - 024185/000009 - 10644098 v6 (a) any right Antidiscrimination laws, such as Title VII of the Stockholder expressly set forth in Civil Rights Act of 1964, as amended, and Executive Order 11246 (which prohibit discrimination and harassment based on race, color, national origin, religion, or sex and retaliation against employees for reporting perceived discrimination and harassment prohibited by 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 acts); Section 1981 of the CompanyCivil Rights Act of 1866 (which prohibits discrimination and harassment based on race or color and retaliation against employees for reporting perceived discrimination and harassment prohibited by the act); the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973 (which prohibit discrimination and harassment based upon disability, its Affiliates retaliation against employees for reporting perceived discrimination and harassment prohibited by the acts, and refusal to make reasonable accommodations for known disabilities); the Age Discrimination in Employment Act (known as ADEA and which prohibits discrimination and harassment against employees who are age 40 or its Subsidiariesover based on their age and retaliation against employees for reporting perceived discrimination and harassment under the act); the Equal Pay Act (which prohibits paying men and women unequal pay for equal work and retaliation for reporting suspected violations of the act); the Colorado Anti-Discrimination Act (which prohibits discrimination and harassment on the basis of age, race, creed, color, sex, sexual orientation, gender identity, national origin, religion, ancestry, or physical or mental disability and retaliation against employees for reporting perceived discrimination and harassment prohibited by the act); or any other federal, state, or local statute, regulation, common law, or decision concerning discrimination, harassment, or retaliation on these or any other grounds or otherwise governing the employment relationship. (b) The Stockholder represents Other employment laws, such as the federal Worker Adjustment and Retraining Notification Act of 1988 (known as WARN laws, which require that advance notice be given of certain workforce reductions); the Employee Retirement Income Security Act of 1974 (which, among other things, protects employee benefits); the Fair Labor Standards Act of 1938 (which regulates wage and hour matters); the Colorado Wage Act and any wage orders (which regulate wage, hour, break, and wage payment matters); the Family and Medical Leave Act of 1993 (which requires employers to provide leaves of absence under certain circumstances); and any other federal, state, or local statute, regulation, common law, or decision relating to employment, such as veterans’ reemployment rights laws or any other aspect of employment. (c) All federal, state, local, or common law claims alleging that Executive did not receive payment for, or otherwise related to, salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, separation pay, or any other form of compensation. (d) Other laws of general application, such as any federal, state, local, or common law enforcing express or implied employment or other contracts or covenants; any other federal, state, local, or common laws providing relief for alleged wrongful discharge, physical or personal injury, breach of contract, emotional distress, fraud, negligent misrepresentation, defamation, invasion of privacy, violation of public policy, and similar or related claims; common law claims under any tort, contract, or other theory now or hereafter recognized, and any other federal, state, or local statute, regulation, common law, or decision otherwise regulating employment or the termination of employment. \DC - 024185/000009 - 10644098 v6 Notwithstanding anything in this Agreement which might be construed to each the contrary, however, Executive does not waive or release, and every claim released hereundernothing in this Agreement waives or releases, any rights or claims relating to obligations under this Agreement, the Stockholder has received Indemnification Agreement or the advice Equity Awards. Additionally, nothing in this Agreement waives or releases any rights or claims that, by law, cannot be waived or released. For example, nothing in this Agreement shall be construed to prohibit Executive from volunteering information or documents, filing a charge with, or otherwise participating in any investigation or proceedings conducted by the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state, or local government agency or commission (collectively “Government Agencies” and each a “Government Agency”) charged with enforcement of any law. Further, nothing in this Agreement affects claims under statutes that prohibit an employee from waiving or releasing such claims, including but not limited to claims for unemployment benefits, workers’ compensation benefits, vested benefits under an ERISA plan, the Fair Labor Standards Act, the Sxxxxxxx-Xxxxx Act, the Uniform Services Employment and Reemployment Rights Act of 1994, or other statutory claims which, in accordance with the statutes creating such claims, may not be waived or released. Notwithstanding the foregoing, Executive agrees that by executing this Agreement he affirms that the Severance Benefits are the only legal counsel with regard to the releases contained herein, remedy he may receive as compensatory damages or for lost back or front wages and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right to recover personally, monetary damages, or benefits that it has or may have under any similar provision of the statutory or non-statutory law other individual relief as a result of any other jurisdictioncharge, complaint, or lawsuit filed by him or by anyone, including but not limited to a Government Agency, on his behalf. The Stockholder acknowledges that This Agreement does not limit Executive’s right to receive any award unrelated to any claim for damages for information provided to any Government Agency. In addition, for the Releasors may hereafter discover facts different avoidance of doubt, nothing herein prevents Executive from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factspursuing a whistleblower claim under applicable law.

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 without limitation, claims under the Age Discrimination in Employment Act, 29 U.S.C. Section 621, et seq. (“ADEA”); Title VIl of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101, et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et seq.; the Civil Rights Act of 1866, and Civil Rights Act of 1991, 42 U.S.C. Section 1981, et seq.; 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. 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 other federal, state or thing whatsoever that arose prior local laws of similar effect; Claims under the employment and civil rights laws of California; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney's fees. b) Notwithstanding the generality of the foregoing, Employee does not release (i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the Closing; terms of applicable state law; (ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company; (iii) Claims pursuant to the terms and conditions of COBRA or any similar state law; (iv) any other Claims that cannot be released as a matter of law; (v) Claims for indemnity under the bylaws of the Company, as provided for by California law or under any applicable insurance policy with respect to Employee’s liability as an employee, director or officer of the Company, and under the Indemnity Agreement; (vi) rights to any vested benefits under any stock, compensation or other employee benefit plan or agreement with the Company, and any rights Employee may have as a shareholder; (vii) any Claims that may arise after Employee's signature of this Agreement or for enforcement of the Separation Agreement; (viii) Employee’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator; and (ix) Employee’s right to bring to the attention of the Equal Employment Opportunity or California Department of Fair Employment and Housing claims of discrimination, harassment, interference with leave rights, and retaliation; provided, however, that nothing herein shall be deemed to Employee does 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) secure damages for 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 (such alleged treatment. c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a directorEMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, manager, officer or employee of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as followsWHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, , IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however.” BEING AWARE OF SAID CODE SECTION, the Releasors intend that the general releases herein given shall be and remain in full force and effectEMPLOYEE HEREBY EXPRESSLY WAIVES ANY RIGHTS EMPLOYEE MAY HAVE THEREUNDER, notwithstanding the discovery or existence of any such different or additional factsAS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

Release of Claims. (a) Subject to and Effective upon the consummation Effective Time, each Option Holder, by his or her execution and delivery of this Agreement, hereby forever waives, releases and discharges (and hereby agrees to cause each of the Merger Option Holder’s representatives to forever waive, release 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 discharge) 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, prejudice the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, the Buyer and the Company Stockholders prior to Closing Surviving Entity (such personscollectively, the a “ReleaseesReleased Party”), ) 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 or prior to the Closing (collectively, “Claims”); provided, however, this clause shall not be construed as releasing (i) any party from its obligations otherwise expressly set forth in equitythis Agreement, which the Stockholder Merger Agreement (including under Section 6.1 of the Merger Agreement) or any agreement delivered pursuant hereto or thereto, (ii) any Claim to enforce the terms of, or any breach of, this Agreement, the Merger Agreement or any agreement delivered hereunder or thereunder or any of the Releasors ever hadprovisions set forth herein or therein (including any counterclaims in connection with a claim first brought by a Released Party against the Option Holder), now (iii) any obligation to pay to any Person any wages, expenses or other cash compensation due to such Person that have accrued in respect of consulting or other service provider relationship, if applicable, with the Company or the Surviving Entity, provided that the Option Holder acknowledges that he or she has or may hereafter have against any not been an employee of the ReleaseesCompany and is not owed any compensation or benefits in such a capacity, on or by reason (iv) any other Claim that cannot be waived as a matter of Law, including, where applicable, workers’ compensation claims and unemployment claims or claims under California Labor Code Section 2802. The Option Holder further acknowledges and agrees that any matterclaim of the Buyer, cause whether for breach of this Agreement or thing whatsoever that arose prior otherwise, may be asserted directly against the Option Holder (solely to the Closing; providedextent, howeverand subject to the limitations, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth provided in this Agreement and/or 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 thereofas applicable), (b) without any liabilities of a Releasee in connection with need for any future transactions between the parties that are not related to the Merger Agreement claim against, or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a directorjoinder of, manager, officer or employee of the Company, its Affiliates the Surviving Entity, any Subsidiary or its Subsidiaries. (b) any other Company Equityholder. The Stockholder represents that as to each Option Holder hereby expressly waives any and every claim released hereunderall provisions, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, rights and having been so advised, specifically waives the benefit of the provisions of Section benefits conferred by §1542 of the California Civil Code (or any similar, comparable or equivalent provision or law of California any applicable jurisdiction) which provides as followssection provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT 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 THATRELEASE, WHICH IF KNOWN BY HIM OR HER, WOULD HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsDEBTOR.”

Release of Claims. The Executive, on behalf of himself and his heirs, executors, administrators, successors and assigns, forever releases (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, (b) each of their subsidiaries the affiliates of the Company, (c) each of the current and affiliates former officers and their respective past, present or future officers, directors, directors (and individuals in other equivalent positions) of the Company and/or any affiliate of the Company and (d) each of the employees, counsel attorneys, agents and agents, and insurers of the Company Stockholders prior to Closing and/or any affiliate of the Company (such personscollectively, the “Releasees”)) from all claims relating to (i) the Executive’s employment with the Company and/or the termination of such employment, from and against (ii) the Employment Agreement and/or the termination of the Employment Agreement and/or (iii) the Executive’s status as, or relationship or dealings with any and all liabilitiesReleasee in the Executive’s capacity as, actionsa stockholder, causes officer or director (or in other equivalent positions) 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 Company or any of its affiliates arising in whole or in part from events occurring prior to the Releasors ever had, Employment Termination Date that the Executive now has or may have or that the Executive may hereafter have of any nature whatsoever, be they common law or statutory, legal or equitable, in contract or tort (each such claim, a “Released Claim”), including but not limited to claims under the internal policies and procedures of the Company or any of its affiliates and the Age Discrimination in Employment Act, as amended. The Executive hereby waives all rights to assert a claim for relief available under the Age Discrimination in Employment Act, as amended, and other applicable laws, including but not limited to relief in the form of attorney fees, damages, reinstatement, back pay, or injunctive relief. The Executive further covenants not to bring suit or otherwise institute legal proceedings against any of the Releasees, on or by reason of Releasees for any matter, cause or thing whatsoever that arose prior to the Closing; providedReleased Claim. Provided, however, that nothing herein the terms of this Release shall not extend to the Executive’s rights to: (A) receive post-termination benefits as may be deemed to release owed him under the Employment Agreement; (aB) any right of receive benefits and/or awards under the Stockholder expressly set forth in the Merger AgreementCompany’s incentive plans, including the right to receive the Closing Merger Consideration without limitation all such restricted stock and stock options to which it he may be entitled pursuant thereto or 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. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different award agreements; (C) participate in the Company’s medical and dental benefits plans under and pursuant to COBRA; (D) receive indemnification and advancement of expenses for actions or additional factsomissions occurring prior to the Employment Termination Date; and (E) conversion rights as provided under the terms of any Company-sponsored benefit plan.

Release of Claims. (a) Subject By signing this letter in exchange for ADG’s right to and upon receive the consummation Retention Bonus, ADG, on behalf 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, itself and each of their respective its affiliates, successors, assigns, heirs, Representativesexecutors, successors administrators and assigns legal representatives (such persons, the “Releasors”), hereby fully unconditionally, irrevocably, knowingly and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits voluntarily releases and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, waives and discharges the Company, each of their subsidiaries its affiliates, and affiliates and their respective its past, present or and future officersRelated Persons (as defined below) (collectively, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actionsrights, causes of action, claims, demandsactions, suits, or similar proceedings of any kind or nature whatsoever, that the Releasors now have, have ever had or may hereafter have against the respective Releasees, and from any and all direct or indirect liabilities, losses, damages, judgmentsobligations or responsibilities (whether fixed or unfixed, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, absolute or contingent, asserted or unasserted, suspected matured or unsuspectedunmatured, absolute liquidated or contingentunliquidated, unmatured secured or inchoateunsecured), both at law including any consequential, punitive and in equityexemplary damages, which the Stockholder or that any of the Releasors Releasor now has, has ever had, now has had or may hereafter have against any of to the Releasees, of any kind or nature arising directly or indirectly from any act, omission, event or transaction occurring on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; date hereof, including without limitation, with respect to unpaid fees, bonuses, commissions, or other compensation of any type or kind to the fullest extent allowed by law (collectively, the “Released Claims”); provided, however, that nothing herein Released Claims shall be deemed to release (a) not include any right rights, causes of the Stockholder expressly set forth in the Merger Agreementaction, 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 thereofclaims, (b) any proceedings or 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. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYarising under this letter. The Stockholder also specifically waives Releasors, hereby irrevocably covenant to refrain from, directly or indirectly, asserting any right claim or benefits that it has demand, or may have under commencing, instituting or causing to be commenced, any similar provision of the statutory or non-statutory law proceeding of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; howeverkind against any Releasee, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of based upon any such different or additional factsReleased Claim.

Release of Claims. (a) Subject to 5.1 The Company hereby absolutely and upon the consummation of the Merger unconditionally releases 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 forever discharges Purchaser Agent and Affiliateseach Purchaser, and each of their respective heirsany and all parent corporations, Representativessubsidiary corporations, affiliated corporations, successors and assigns (such personsthereof, the “Releasors”), hereby fully and unconditionally (subject to the receipt together with all of the amounts specified in this paragraph) releasespresent and former directors, 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, attorneys and employees of any of the Company Stockholders prior to Closing foregoing (such personseach, a “Releasee” and collectively, the “Releasees”), from and against any and all liabilitiesclaims, actions, demands or causes of action, claims, demands, damages, judgments, debts, dues and suits action of every any kind, nature and description whatsoeveror description, whether known arising in law or unknownequity or upon contract or tort or under any state or federal law or otherwise (each, asserted or unasserteda “Claim” and 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 ever Company has had, now has or may hereafter has made claim to have against any of the Releasees, on such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Consent, whether such claims, demands and causes of action are matured or unmatured or known or unknown. The Company understands, acknowledges and agrees 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 above 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 pleaded as a directorfull and complete defense to any Claim and may be used as a basis for an injunction against any action, managersuit or other proceeding which may be instituted, officer prosecuted or employee of the Company, its Affiliates or its Subsidiaries. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit attempted in breach of the provisions of Section 1542 such release. The Company agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the Civil Code release set forth above. 5.2 The Company hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits each Releasee that it has will not sue (at law, in equity, in any regulatory proceeding or may have under otherwise) any similar provision of Releasee on the statutory or non-statutory law basis of any other jurisdictionClaim released, remised and discharged by the Company pursuant to Section 5.1 above. The Stockholder acknowledges that If the Releasors may hereafter discover facts different from or Company violates the foregoing covenant, the Company, for itself and its successors and assigns, agrees to pay, in addition to the facts the Releasors now know or believe to be true with respect to the subject matter such other damages as any Releasee may sustain as a result of this Agreement; howeversuch violation, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence all Reimbursable Expenses incurred by any Releasee as a result of any such different or additional factsviolation.

Release of Claims. (a) Subject to Guarantor hereby ratifies, reaffirms and upon acknowledges that the consummation Guaranty represents its valid, enforceable and collectible obligations, and that it has no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Guarantor hereby acknowledges and agrees that, through the Second Amendment Effective Date, each of the Merger Administrative Agent and the receipt of Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with the Closing Merger Consideration to which the Stockholder is entitledBorrower, the Stockholder, and, if the Stockholder is a legal entity, together Parent and Guarantor in connection with the Stockholder’s officersLoans. Guarantor hereby releases the Administrative Agent, directorsLenders, stockholdersand their respective parent corporations, Subsidiaries subsidiaries and Affiliatesaffiliates, any holder of or participant in a Loan, and each of their respective present and former officers, directors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, Representativespersonal representatives, 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 “ReleaseesReleased Parties”), from and against any and all liabilities, actions, causes of action, claims, demandsliabilities, damages, judgments, debts, dues actions and suits causes of action of every kindnature or character (collectively, nature and description whatsoeverthe “Claims”), 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 for or because of any matter or things done, omitted or suffered to be done by any of the Releasors ever hadReleased Parties prior to and including the Second Amendment Effective Date, now has or may hereafter have against relating to the Loans, the Guaranty, the administration of the Loans, the Credit Agreement, any of the Releasees, on other Loan Documents 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 modifications described 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 SubsidiariesAmendment. (b) The Stockholder represents that as to each and every claim released hereunderIn entering into this Acknowledgement, the Stockholder Guarantor has received the advice of consulted with, and been represented by, legal counsel with regard to the releases contained hereinand expressly disclaims any reliance on any representations, and having been so advised, specifically waives the benefit acts or omissions by any of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder Released Parties and hereby agrees and acknowledges that the Releasors may hereafter discover facts different from validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or in addition to the facts the Releasors now know accuracy, completeness or believe to be true with respect to the subject matter validity hereof. The provisions of this Section 3 shall survive the termination of the Credit Agreement; however, the Releasors intend that other Loan Documents, and the general releases herein given shall be and remain payment in full force and effect, notwithstanding of the discovery or existence of any such different or additional factsObligations under the Credit Agreement.

Release of Claims. (a) Subject to and Effective upon the consummation closing of the Merger Exchange pursuant to Section 3 of this Agreement and the receipt closing of the Closing Merger Consideration to which Concurrent Exchanges, Cascade Bancorp, on behalf of itself, and Cascade Bancorp, on behalf of the Stockholder is entitledTrust, the Stockholderhereby absolutely, andunconditionally and irrevocably, if the Stockholder is a legal entityforever waive, together with the Stockholder’s release and discharge Collateral Manager, Alesco VI, CCS, and their respective successors, assigns, affiliates, subsidiaries, principals, partners, members, shareholders, officers, managers, directors, stockholders, Subsidiaries employees and Affiliates, agents of 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 liabilitiesliability, claims, actions, causes of action, claimssuits, debts, obligations, covenants, warranties, undertakings, promises, agreements, representations, demands, damagesliens, defenses, judgments, debtsdamages, dues attorneys’ fees, costs and suits expenses, of every any kind, nature and or description whatsoever, whether in law or in equity, known or unknown, asserted liquidated or unassertedunliquidated, suspected direct or unsuspectedindirect, absolute due or contingentto become due, unmatured contingent or inchoate, both at law and in equityotherwise, which Cascade Bancorp and/or the Stockholder or any of the Releasors Trust ever had, may have had, now has has, may have, or can, shall or may hereafter ever have against any of in the Releaseesfuture, on for, based upon, arising from or out of, contained in, by reason of or related to any event, fact, transaction, occurrence, 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 arising in connection with the Alesco VI TRuPS and/or the Exchange, provided that this Section 5(a) shall not apply to any future transactions between obligations of Collateral Manager, Alesco VI or CCS under this Agreement and/or the parties that are not related to the Merger Agreement or the transactions contemplated thereby other agreements and (c) any employment compensation or benefits matter affecting any Releasor documents delivered in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesconnection herewith. (b) Collateral Manager and Issuer agree that effective upon the closing of the Exchange pursuant to Section 3 of this Agreement and the closing of the Concurrent Exchanges, all obligations under the Alesco VI TRuPS shall be deemed fully discharged, and that neither Alesco VI nor Collateral Manager shall receive or have any claim for any future, deferred or past due payments on the Alesco VI TRuPS and accrued or penalty interest thereon, whether or not any such payments are due, accrued or unpaid. Effective upon the closing of the Exchange pursuant to Section 3 of this Agreement and the closing of the Concurrent Exchanges, Collateral Manager and Alesco VI hereby absolutely, unconditionally and irrevocably, forever waive, release and discharge Cascade Bancorp and its respective successors, assigns, affiliates, subsidiaries, principals, partners, members, shareholders, officers, managers, directors, employees and agents of and from any and all liability, claims, actions, causes of action, suits, debts, obligations, covenants, warranties, undertakings, promises, agreements, representations, demands, liens, defenses, judgments, damages, attorneys’ fees, costs and expenses, of any kind, nature or description whatsoever, whether in law or in equity, known or unknown, liquidated or unliquidated, direct or indirect, due or to become due, contingent or otherwise, which Collateral Manager or Alesco VI ever had, may have had, now have, may have, or can, shall or may ever have in the future, for, based upon, arising from or out of, contained in, by reason of or related to any event, fact, transaction, occurrence, matter, cause or thing whatsoever arising in connection with the Alesco VI TRuPS and/or the Exchange, provided that this Section 5(b) shall not apply to any obligations of Cascade Bancorp under this Agreement and/or the Exchanged Note and/or the other agreements and documents delivered in connection herewith. (c) The Stockholder represents that provisions of this Section 5 and the waiver, release and discharge provided hereby shall expressly survive the closing of the Exchange and the other transactions contemplated by this Agreement and the Letter Agreement as to each well as the execution and every claim released delivery of all the documents provided hereunder, it being expressly acknowledged and agreed that under no circumstances shall the Stockholder has received obligations of Cascade Bancorp, the advice of legal counsel with regard Collateral Manager, Alesco VI and the Trust pursuant to this Section 5 and the releases contained hereinwaiver, release and having been so advised, specifically waives discharge provided hereby be deemed satisfied or extinguished by the benefit closing of the provisions of Section 1542 of Exchange and the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of other transactions contemplated by this Agreement and the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Letter Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts.

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 “ReleasorsLoan Defenses”), hereby fully and unconditionally (subject ) 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 Acquirorhereby acknowledge and agree that neither the Lenders, Merger Sub, the Company, each 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 which secures the Loan (the “Collateral”), and that neither the Borrowers nor the Guarantor 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 to 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, which happened or has happened on or before the date of this Agreement, on account of or arising from or which is connected in any manner whatsoever with the Loans, the Indebtedness, the Collateral, the Loan Documents, any related documents, or any and all collateral which has served or is serving as security for the Loans or the Loan Documents, or which 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 the right known or unknown. Any and all such Claims are hereby declared 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 satisfied 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. (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained hereinsettled, and having been so advisedthe Borrowers and the Guarantor, specifically waives for themselves and for their respective successors, executors, heirs, administrators, and assigns, each hereby discharge the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives Released Parties from any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true liability with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be any and remain in full force and effect, notwithstanding the discovery or existence of any all such different or additional factsClaims.

Release of Claims. (a) Subject to The Seller on behalf of itself and upon the consummation any of the Merger its predecessors, Affiliates, successors and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholderassigns, 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 extent legally permissible, any 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 Representatives (such persons, the “ReleaseesReleasing Party”), irrevocably and unconditionally fully and forever waives, releases and discharges the Acquired Companies and their respective Representatives (the “Released Party”) from and against any and all liabilities, actions, causes of action, claimscontroversies, demandssuits, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, agreements, promises, losses, liabilities, damages, judgments, debtsclaims, dues and suits demands, of every kind, kind and nature and description whatsoever, whether now known or unknown, asserted foreseen or unassertedunforeseen, matured or unmatured, suspected or unsuspected, absolute in law or contingentequity (collectively, unmatured “Claims”) which relate to or inchoatearise out of the Seller’s rights or status as a direct or indirect shareholder of the Acquired Companies, both at law and in equity, other than any Claims which arise out of (a) this Agreement or any Transaction Documents to which the Stockholder Releasing Party is a party or is a beneficiary or (b) if such Releasing Party was an employee of any of the Releasors ever hadAcquired Companies prior to Closing, now has or may hereafter have against relating to compensation and benefits under any Benefit Plan of any of the Releasees, on or by reason of any matter, cause or thing whatsoever Acquired Companies that arose are due but unpaid prior to the Closing; providedClosing Date, however, that nothing herein shall be deemed to release or (ac) any right claim for insurance coverage that such Person may have as a present or former “insured” (whether specifically named or not) under any commercial liability insurance policy of any of the Stockholder Acquired Companies in effect for any period up to and including the Closing Date. The Releasing Party understands that this is a full and final release of all Claims that could have been asserted in any legal or equitable proceeding against the Released Parties, except as 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 Subsidiariesthis Section 8.16(a). (b) The Stockholder represents that as to each and every claim released hereunder, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts.

Release of Claims. (a) Subject to and upon the consummation In consideration of the Merger matters set forth herein, Global hereby irrevocably and the receipt unconditionally waives, releases and forever discharges Surge and each of the Closing Merger Consideration to which the Stockholder is entitledits current and former partners, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholdersshareholders, Subsidiaries members, managers, agents, employees, attorneys, representatives, beneficiaries, subsidiaries, affiliates, insurers, predecessors and Affiliatessuccessors in interest, assigns, executors, administrators and heirs, and each all persons acting by, through, under or in concert with them, or any of them, including any of their respective heirsaffiliates (collectively, Representatives, successors and assigns (such persons, the “Releasors”"Released Parties"), hereby fully from any and unconditionally (subject to the receipt all manner 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 officersactions or causes of action (at law, directorsequity or otherwise, employeesincluding those relating to breach of contract or public policy, counsel and agentsor wrongful, and the Company Stockholders prior to Closing (such persons, the “Releasees”retaliatory or constructive discharge), from and against any and all liabilities, actions, causes of actionliens, claims, demandsdisputes, damages (including contract, compensatory, punitive or liquidated damages), obligations, indemnities liabilities, debts, accounts, judgments, debtsdemands, dues equitable relief, costs and suits expenses (including attorneys' fees and costs) of every kindnature, nature kind and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute matured or contingentunmatured, unmatured fixed or inchoatecontingent (the "Claims"), both at law and in equityany way connected with, directly or indirectly, or arising out of or which the Stockholder may hereafter be claimed to arise out of all or any of the Releasors ever hadmatters, now has facts, events or occurrences related to the Acquisition Related Documents, the termination thereof, the Global Note, the Outstanding Note (except as otherwise provided herein), the Preferred Stock, the operation (including, without limitation, the pledge, possession, use, supervision or transfer) of Global and/or its assets or personnel by Surge pursuant to the terms of the Pledge Agreement and related documents and agreements or otherwise, the operation by Surge of the Business (as defined in Section 8(b) below), the offer of employment to and/or the employment by Surge of any current or former employee of Global, the letters of intent and option agreements entered into between PLT Acquisition Corp. (formerly known as Global Datatel Holdings Corp.), the consummation by Surge of any acquisitions or other transactions within Latin America, including any transactions or the development or exploitation of any business concept, model or opportunity that may hereafter have against been identified by Global personnel or with respect to which Global devoted any corporate or other resources and any and all business, strategic, legal, financial or other advice rendered to Global by 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 Released Parties (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. (b) The Stockholder represents that as to each and every claim released hereundercollectively, the Stockholder has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives any right or benefits that it has or may have under any similar provision of the statutory or non-statutory law of any other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts"Released Matters").

Release of Claims. (a) Subject to In exchange for the special severance pay and upon the consummation of the Merger benefits provided you under this Agreement, and for other good and valuable consideration the receipt of which is hereby acknowledged, you, on your own behalf and on behalf of each Person who is or was or may become a beneficiary, heir, executor, administrator, legatee, devisee, representative, or assign, and all others connected with you (each a "Key Affiliate"), hereby release and forever discharge 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 Company and its Affiliates, and each Person who is or was or may become an officer, director, shareholder, employee, agent, general or limited partner, advisory board member, representative, predecessor, successor, or assign of the Company or any of its Affiliates and all others connected with any of them, both individually and in their respective heirs, Representatives, successors official capacities (each a "Released Party" 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 liability for any and all liabilities, actions, causes of action, rights and claims, demandsof whatever type or description, 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 in law and in equityequity (collectively, the "Claims"), which you have ever had in the Stockholder or any of the Releasors ever hadpast, now has have, or may hereafter have against any of might now have, through 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 date you sign this Agreement, including without limitation (i) Claims in any way arising out of or connected with your relationship with the right to receive the Closing Merger Consideration to which it may be entitled Company as an officer, director, employee, shareholder, or optionholder or pursuant to Title VII of the Merger Agreement Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in accordance with Employment Act, the terms thereof, (b) any liabilities fair employment practices statutes of a Releasee the states in connection with any future transactions between the parties that are not related which you have provided services to the Merger Agreement Company or the transactions contemplated thereby its Affiliates, or any other federal, state or local employment law, regulation or other requirement, and (cii) any employment compensation Claims relating to the purchase, ownership or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee sale of the capital stock of the Company, its Affiliates excluding only the Surviving Claims (as hereinafter defined). Without limiting the foregoing in any fashion, you acknowledge and agree that by executing this Agreement you hereby waive any rights, statutory or its Subsidiariesotherwise, to any Claims (other than Surviving Claims) that you do not know or suspect to exist at the time of executing this Agreement. (b) The Stockholder represents that as Nothing contained in this Agreement shall operate to release or discharge the Company or any of the other Released Parties of or from or otherwise affect any of your rights in respect of any Claim arising out of or relating to the performance of the Company's obligations under Section 2 of this Agreement (the "Surviving Claim"). (c) You represent and warrant to the Company and to each other Released Party, on your own behalf and every claim released hereunder, the Stockholder has received the advice on behalf of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit each of the provisions of Section 1542 Key Affiliates, that neither you nor any of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Stockholder also specifically waives Key Affiliates have made or suffered to be made or will make any right assignment or benefits that it has or may have under any similar provision of the statutory or non-statutory law transfer of any Claim (other jurisdiction. The Stockholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional factsthan a Surviving Claim).