Common use of Releases by Holders of Claims and Interests Clause in Contracts

Releases by Holders of Claims and Interests. As of the Effective Date, each of the Releasing Parties shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the Debtor, Reorganized Debtor, and each Released Party from any and all claims, interests, obligations, rights, suits, damages, causes of action, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtor, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 Case, the formulation, preparation, dissemination, negotiation, filing, or consummation of the Disclosure Statement, the Plan, the Transaction Support Agreement, or any restructuring transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the filing of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this section.

Releases by Holders of Claims and Interests. As Notwithstanding anything contained in the Plan to the contrary, as of the Effective Date, each Releasing Party, in each case on behalf of itself and its respective successors, assigns, and representatives, and any and all other entities who may purport to assert any Cause of Action, directly or derivatively, by, through, or because of the Releasing Parties shall be foregoing entities, is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the each Debtor, Reorganized Debtor, and each Released Party from any and all claims, interests, obligations, rights, suits, damages, causes Claims and Causes of action, remedies, and liabilities whatsoeverAction, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its EstateDebtors, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of the purchase or sale of any security of the Debtor Debtors or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactions, the Chapter 11 CaseCases, the TSA, the formulation, preparation, dissemination, negotiation, filingentry into or filing of, or consummation of as applicable, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the Plan, the Transaction Support AgreementPlan Supplement, or any restructuring transactionRestructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the TSA, the Merger Agreement, the Disclosure Statement or Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 CaseCases, the pursuit of confirmationConfirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance issuance, distribution or distribution conversion of securities pursuant to the Merger Agreement, the Plan, or the distribution of property under the Plan or any other related agreement, including the Merger Agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding . Notwithstanding anything to the contrary in this sectionthe foregoing, the releases set forth above do not release any post-Effective Date obligations of any party or Entity under the Plan, the Merger Agreement, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the assumption of the Indemnification Provisions as set forth in the Plan. Entry of the Confirmation Order shall constitute the Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Court’s finding that the Third-Party Release is: (a) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d) a good faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of the Debtors and their Estates; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any Claim or Cause of Action released pursuant to the Third-Party Release.

Releases by Holders of Claims and Interests. As of the Effective Date, each of the Releasing Parties shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the DebtorDebtors, the Reorganized DebtorDebtors, the Estates, and each the Released Party Parties from any and all claimsClaims, interestsInterests, obligations, rights, suitsliabilities, damagesactions, causes of action, choses in action, suits, debts, damages, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, remedies, rights of set-off, third-party claims, subrogation claims, contribution claims, reimbursement claims, indemnity claims, counterclaims, and liabilities crossclaims (including all claims and actions against any Entities under the Bankruptcy Code) whatsoever, whether for tort, fraud, contract, violations of federal or state securities laws, Avoidance Actions, including any derivative Claims, asserted on behalf of the Debtors, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or in any way relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the Debtors’ restructuring, the Chapter 11 Cases, the Transaction, the purchase, sale, or rescission of the purchase or sale of any security Security of the Debtor Debtors or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Interest that is treated in the Plan, the business or contractual arrangements between the any Debtor and any Released Party, prepetition contracts and agreements with one or more Debtors (including the Debtor’s in- Credit Agreements and other agreements reflecting long-term indebtedness), the Dex One Support Agreement, the restructuring of Claims and Interests prior to or out-of-court restructuring efforts, intercompany transactions, in the Chapter 11 CaseCases, the negotiation, formulation, preparationsolicitation or preparation of the Plan, dissemination, negotiation, filing, or consummation of the Disclosure Statement, the Plan, the Transaction Support AgreementPlan Supplement, or any restructuring transactionrelated agreements, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plandocuments, the filing of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence Date of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding Plan. Notwithstanding anything to the contrary in this sectionthe foregoing, the release set forth above does not release any obligations arising on or after the Effective Date of any party under the Plan, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan.

Releases by Holders of Claims and Interests. As Notwithstanding anything contained herein to the contrary, to the fullest extent permitted by applicable law and approved by the Bankruptcy Court, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, the adequacy of which is hereby confirmed, effective on and after the Plan Effective Date, each of the Releasing Parties Party (defined below) shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, finally, and forever, forever released and discharged the DebtorDebtors and the other Released Parties, Reorganized Debtorincluding any successors to the Debtors or any estates representatives appointed or selected pursuant to section 1123(b)(3) of the Bankruptcy Code, in each case on behalf of themselves and their respective successors, assigns, and each Released Party representatives, and any and all other persons or entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing entities, from any and all claimspast or present Claims, interestsEquity Interests, indebtedness and obligations, rights, suits, losses, damages, injuries, costs, expenses, causes of action, remedies, and liabilities whatsoever, including any derivative Claims, asserted or assertable on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, matured or unmatured, asserted or unasserted, suspected or unsuspected, accrued or unaccrued, fixed, contingent or noncontingent, pending or threatened, existing or hereinafter hereafter arising, in law, equity, or otherwise, including any derivative claimswhether for tort, asserted fraud, contract violations of federal or assertable state laws or otherwise, those causes of action based on behalf veil piercing or alter-ego theories of any of the Debtorliability, the Reorganized Debtorcontribution, indemnification, joint or its Estate, several liability or otherwise that such entity Releasing Party would have been legally entitled to assert (whether individually or collectively), based on or relating to any act, omission, transaction, event, or other occurrence taking place on or prior to the Plan Effective Date (collectively “Third-Party Released Claims”) based on or relating to, or in any manner arising fromfrom or in connection with, in whole or in part, the DebtorDebtors (including the capital structure, management, ownership, or operation thereof), the purchaseDebtors’ restructuring efforts, salethe Chapter 11 Cases, or rescission of the purchase or sale of any security of the Debtor or the Reorganized DebtorRestructuring, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Equity Interest that is treated in the Plan, the business or contractual arrangements between the any Debtor and or any other Released Party, on the Debtor’s in- one hand, and any Releasing Party, on the other hand, the restructuring of Claims and Equity Interests prior to or out-of-court restructuring efforts, intercompany transactions, during the Chapter 11 CaseCases, the negotiation, formulation, preparationor preparation of the Restructuring, disseminationthe RSA, negotiationthe Plan, filing, or consummation of the Disclosure Statement, the Plan, the Transaction Support Agreement, Plan Supplement or any restructuring transactionrelated agreements, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the filing of the Chapter 11 Casedocuments, the pursuit of confirmation, the pursuit any action or actions taken in furtherance of consummation, or consistent with the administration and or implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, Plan or the distribution of distributions and related documents or other property under the Plan or any other related agreementPlan, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Plan Effective Date, Date arising from or relating to any of the foregoing other than claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct misconduct, or gross negligence, each solely to the extent as determined by a Final Order final order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section the foregoing “Third-Party Releases” shall not operate as a release, waiver, discharge to waive or impairment release any post-Plan Effective Date obligations of any Cause of Action related party under the Plan, the Confirmation Order, any Restructuring Transaction, and Definitive Document, or any other document, instrument, or agreement (including those set forth in the Plan Supplement) executed or implemented in connection with or relating to the non-occurrence Plan, including the Exit Facilities Documents, or any claim or obligation arising under the Plan. Entry of the Merger DateConfirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Releases, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Releases are: (a) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d) a good faith settlement and compromise of the Claims released by the Third-Party Releases; (e) in the best interests of the Debtors and their estates; (f) fair, equitable, and all Causes reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of Action related the Releasing Parties asserting any claim or cause of action released pursuant to the nonThird-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this sectionParty Releases.

Releases by Holders of Claims and Interests. As of the Effective Date, each of the Releasing Parties shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the DebtorDebtors, the Reorganized DebtorDebtors, the Estates, and each the Released Party Parties from any and all claimsClaims, interestsInterests, obligations, rights, suitsliabilities, damagesactions, causes of action, choses in action, suits, debts, damages, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, remedies, rights of set-off, third-party claims, subrogation claims, contribution claims, reimbursement claims, indemnity claims, counterclaims, and liabilities crossclaims (including all claims and actions against any Entities under the Bankruptcy Code) whatsoever, whether for tort, fraud, contract, violations of federal or state securities laws, Avoidance Actions, including any derivative Claims, asserted on behalf of the Debtors, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or in any way relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the Debtors’ restructuring, the Chapter 11 Cases, the Transaction, the purchase, sale, or rescission of the purchase or sale of any security Security of the Debtor Debtors or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Interest that is treated in the Plan, the business or contractual arrangements between the any Debtor and any Released Party, prepetition contracts and agreements with one or more Debtors (including the Debtor’s in- SuperMedia Secured Credit Agreement and other agreements reflecting long-term indebtedness), the SuperMedia Support Agreement, the restructuring of Claims and Interests prior to or out-of-court restructuring efforts, intercompany transactions, in the Chapter 11 CaseCases, the negotiation, formulation, preparationsolicitation or preparation of the Plan, dissemination, negotiation, filing, or consummation of the Disclosure Statement, the Plan, the Transaction Support AgreementPlan Supplement, or any restructuring transactionrelated agreements, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plandocuments, the filing of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence Date of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding Plan. Notwithstanding anything to the contrary in this sectionthe foregoing, the release set forth above does not release any obligations arising on or after the Effective Date of any party under the Plan, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan.

Releases by Holders of Claims and Interests. As of Except as expressly set forth in the Plan or the Confirmation Order, on the Effective Date, to the fullest extent permissible under applicable law, as such law may be extended or interpreted subsequent to the Effective Date, each Releasing Party (regardless of whether such Releasing Party is a Released Party), in consideration for the obligations of the Releasing Debtors and the other Released Parties shall under the Plan, the Distributions provided for under the Plan, and the contracts, instruments, releases, agreements or documents executed and delivered in connection with the Plan and the Restructuring Transaction, will be deemed to have consented to the Plan for all purposes and the restructuring embodied herein and deemed to conclusively, absolutely, unconditionally, irrevocablyirrevocably and forever release, waive and forever, discharge (and each entity so released shall be deemed released and discharged by the Debtor, Reorganized Debtor, and each Released Party from any and Releasing Parties) all claims, interestsclaims (as such term “claim” is defined in section 101(5) of the Bankruptcy Code), obligations, rightsdebts, suits, judgments, damages, demands, rights, causes of action, remedies, and remedies or liabilities whatsoever, including all derivative claims asserted or which could be asserted on behalf of a Debtor (other than all rights, remedies and privileges of any party under the Plan, and the Plan Supplement and the contracts, instruments, releases, agreements and documents (including, without limitation, the Plan Documents) delivered under or in connection with the Plan), including, without limitation, any claims for any such loss such holder may suffer, have suffered or be alleged to suffer as a result of the Debtors commencing the Reorganization Cases or as a result of the Plan being consummated, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or hereinafter thereafter arising, in law, equityequity or otherwise that are based on, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity would have been legally entitled to assert (whether individually or collectively), based on or relating related to, or in any manner arising from, in whole or in part, any act or omission, transaction, event or other occurrence taking place on or prior to the DebtorEffective Date in any way relating to the Debtors, the purchaseReorganized Debtors, salethe Reorganization Cases, the purchase or sale or rescission of the purchase or sale of any security of the Debtor Debtors or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Interest that is treated in the Plan, the business or contractual arrangements between the any Debtor and any Released Releasing Party, the Debtor’s in- restructuring of Claims or out-of-court restructuring efforts, intercompany transactionsInterests prior to or in the Reorganization Cases, the Chapter 11 Case, the formulation, preparation, dissemination, negotiation, filing, Plan or consummation of the Disclosure Statement, the Plan, the Transaction Support Agreement, or any restructuring transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or the Planany related contracts, the filing instruments, releases, agreements and documents; provided, however, that in no event shall anything in this Section 8.4(c) be construed as a release of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance any (i) Intercompany Claim or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual (ii) Person’s fraud, willful misconduct or gross negligence, each solely to the extent or willful misconduct, as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; providedOrder, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related for matters with respect to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this sectionDebtors.

Releases by Holders of Claims and Interests. As Pursuant to section 1123(b) and any other applicable provisions of the Bankruptcy Code, and except as otherwise expressly set forth in this Plan or the Confirmation Order, on and after the Effective Date, in exchange for good and valuable consideration provided by each of the Releasing Parties shall be Released Parties, the adequacy of which is hereby confirmed, each Released Party and its respective assets and property are, and are deemed to have be, hereby conclusively, absolutely, unconditionally, irrevocably, irrevocably and forever, released and discharged the by each Debtor, Reorganized Debtor, the Debtors’ Estates and each Released Party Releasing Party, in each case on behalf of themselves and any and all other Entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing Entities, from any and all claims, interests, obligations, rights, suits, damages, causes Causes of action, remedies, and liabilities whatsoeverAction, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereinafter hereafter arising, in law, equity, contract, tort, or otherwise, including any derivative claims, claims asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its EstateDebtors, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the purchase, sale, Debtors’ in‑ or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s in- or out-of-court out‑of‑court restructuring efforts, intercompany transactionstransactions between or among a Debtor and another Debtor, the Chapter 11 CaseCases, the formulation, preparation, dissemination, negotiation, filingexecution, amendment, or consummation filing of the Plan Support Agreement, the Exit RBL/Term Loan A Facility, the Exit RBL/Term Loan A Facility Documentation, the Exit Term Loan B Facility, the Exit Term Loan B Facility Documentation, the New Preferred Equity Documentation, the DIP Facility, the DIP Credit Agreement, the DIP Loan Documents, the Credit Agreement, the Credit Agreement Documentation, the Revolving Credit Facility, the Term Loan, the Senior Notes Indenture, the Senior Notes, the Disclosure Statement, the PlanPlan (including, for the avoidance of doubt, the Transaction Support AgreementPlan Supplement), or any restructuring transactionRestructuring Transaction, contract, instrument, release, or other agreement or document relating to any of the foregoing, created or entered into in connection with the Disclosure Statement before or the Plan, the filing of during the Chapter 11 CaseCases, any preference, fraudulent transfer, or other avoidance claim arising pursuant to chapter 5 of the Bankruptcy Code or other applicable law, the Chapter 11 Cases (including the filing thereof), the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the PlanPlan (including the New Preferred Stock and the New Common Stock), or the distribution of property under the Plan or any other related agreement, the business or contractual arrangements between any Debtor and any Released Party, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of Date related or relating to any of the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (a) any post‑Effective Date obligations of any party or Entity under the Plan, the Plan Support Agreement, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the Exit RBL/Term Loan A Facility Documentation and the Exit Term Loan B Facility Documentation or any Claim or obligation arising under the Plan or (b) any Person from any claim or Causes of Action related to an act or omission that is determined in a Final Order by a court of a Released Party that constitutes competent jurisdiction to have constituted actual fraud, willful misconduct misconduct, or gross negligencenegligence by such Person. For the avoidance of doubt, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section Plan shall operate as be deemed to be, or construed as, a release, waiver, or discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this sectionIndemnification Provisions.

Releases by Holders of Claims and Interests. As of the Effective Date, each holder of the Releasing Parties a claim or an interest shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the DebtorDebtors, the Reorganized DebtorDebtors, and each the Released Party Parties from any and all claims, interests, obligations, rights, suits, damages, causes of action, remedies, and liabilities whatsoever, including any derivative claims, asserted on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, existing or hereinafter hereafter arising, in law, equity, equity or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the Debtors’ restructuring, the Debtors’ Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor Debtors or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the any Debtor and any Released Party, the Debtor’s in- restructuring of claims and interests before or out-of-court restructuring efforts, intercompany transactions, during the Chapter 11 CaseCases, the negotiation, formulation, preparationor preparation of the Plan, dissemination, negotiation, filing, or consummation of the Disclosure Statement, the Plan, the Transaction Support AgreementPlan Supplement, or any restructuring transactionrelated agreements, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plandocuments, the filing of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence relating to the Debtors taking place on or before the Effective Confirmation Date, other than claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct (including fraud) or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding . Notwithstanding anything to the contrary in this sectionthe foregoing, the release set forth above does not release any post-Effective Date obligations of any party under the Plan or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan.

Releases by Holders of Claims and Interests. As of the Effective Date, each and in consideration for good and valuable consideration, including the obligations of the Debtors under the Plan and the contributions of the Released Parties to facilitate and implement the Plan, to the fullest extent permissible under applicable law, as such law may be extended or integrated after the Effective Date, each Releasing Parties Party, shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, irrevocably and forever, released and discharged the DebtorDebtors, the Reorganized Debtor, Debtors and each the Released Party Parties from any and all claimsClaims, interestsInterests, obligations, rights, suits, damages, causes Causes of actionAction, remedies, remedies and liabilities whatsoever, including any derivative Claims asserted on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, existing or hereinafter hereafter arising, in law, equity, equity or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the Debtors’ restructuring, the Chapter 11 Cases, the purchase, sale, sale or rescission of the purchase or sale of any security of the Debtor Debtors or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Interest that is treated in the Plan, the business or contractual arrangements between the any Debtor and any Released Party, the Debtor’s in- restructuring of Claims and Interests before or out-of-court restructuring efforts, intercompany transactions, during the Chapter 11 CaseCases, the formulation, preparation, dissemination, negotiation, filing, formulation or consummation preparation of the Disclosure Statement, the Plan, the Transaction Plan Support and Lock-Up Agreement, the Exit Loan Agreement, the DIP Loan Agreement, the Exit Revolver Agreement, the Investment Agreement, or any restructuring transactionrelated agreements, contract, instrument, release, instruments or other agreement or document created or entered into in connection with the Disclosure Statement or the Plandocuments, the filing solicitation of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant votes with respect to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, event or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, except that nothing in this section Section shall operate be construed to release any party or entity from intentional fraud or criminal conduct as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this sectiondetermined by Final Order.

Releases by Holders of Claims and Interests. As Notwithstanding anything contained in the Plan to the contrary, as of the Effective Date, each of the Releasing Parties shall be Party is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the each Debtor, Reorganized Debtor, and each Released Party from any and all claims, interests, obligations, rights, suits, damages, causes Claims and Causes of action, remedies, and liabilities whatsoeverAction, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its EstateDebtors, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors (including the management, ownership, or operation thereof), the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 Caseany Avoidance Actions, the formulation, preparation, dissemination, negotiation, filing, or consummation filing of the Disclosure Statement, the Plan, the Transaction Restructuring Support Agreement, or any restructuring transactiontransaction contemplated by Restructuring, or any contract, instrument, release, or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Restructuring Support Agreement, the Disclosure Statement or Statement, the Plan, the Plan Supplement, the Rights Offering, the DIP Facility, the Debt Backstop Agreement, the Equity Backstop Agreement, the Exit Facility, the Exit ABL Facility, the Chapter 11 Cases, the filing of the Chapter 11 CaseCases, the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreementPlan, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of Date related or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (a) any post-Effective Date obligations of any party or Entity under the Plan, any post-Effective Date transaction contemplated by the Restructuring, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan or (b) any individual from any claim related to an act or omission that is determined in a Final Order by a court competent jurisdiction to have constituted actual fraud or willful misconduct. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of this sectionthird-party release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that this third party release is: (1) consensual; (2) essential to the confirmation of the Plan; (3) given in exchange for the good and valuable consideration provided by the Released Parties; (4) a good-faith settlement and compromise of the Claims released by the third-party release; (5) in the best interests of the Debtors and their Estates; (6) fair, equitable, and reasonable; (7) given and made after due notice and opportunity for hearing; and (8) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to this third party release.

Releases by Holders of Claims and Interests. As of To the fullest extent permitted by applicable law, on and after the Effective Date, for good and valuable consideration, each holder of a Claim against the Debtor is deemed to have released and discharged each of the Releasing Released Parties shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the Debtor, Reorganized Debtor, and each Released Party from any and all claims, interests, obligations, rights, suits, damages, causes Claims and Causes of action, remedies, and liabilities whatsoeverAction, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, claims that could be asserted or assertable on behalf of any of the Debtor, that the Debtor, the Reorganized Debtor, or its Estate, that such entity Estate would have been legally entitled to assert in its own right (whether individually or collectively)) or on behalf of the holder of any Claim or interest, based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtor (including the management, the purchase, sale, ownership or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Partyoperation thereof), the Debtor’s in- or out-of-court restructuring efforts, intercompany transactionstransactions involving the Debtor or its subsidiaries, transactions involving the Debtor or its subsidiaries pursuant and/or related to the Shared Services Agreement, the Chapter 11 CasePower Purchase Agreement, or the Tax Sharing Agreement, the Indenture, any preference or avoidance claim relating to transfers made or obligations incurred by the Debtor or its subsidiaries pursuant to sections 544, 547, 548, and 549 of the Bankruptcy Code or applicable state law, the formulation, preparation, dissemination, negotiation, filing, or consummation negotiation of the Disclosure Statement, Restructuring Support Agreement or the Plan, the Transaction Support AgreementGenco Working Capital Facility, or any restructuring transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or Restructuring Support Agreement, the Exchange Offers, the Consent Solicitations, the Plan, the Chapter 11 Case, the filing of the Chapter 11 Case, the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance or distribution of securities Securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of Date related or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this sectionforegoing; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release: (a) any post-Effective Date obligations of any party or entity under the Plan or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan; (b) any Claim or Cause of Action against a Released Party (other than the Debtor and its subsidiaries) based on or relating to, or in any manner arising from, securities existing on or before the consummation of the Exchange Offers that were issued by a Released Party (other than the Debtor and its subsidiaries) or debt incurred by a Released Party (other than the Debtor and its subsidiaries); and (c) any Claims and Causes of Action, including, but not limited to, any Intercompany Claim, if applicable, against the Debtor asserted by Dynegy or its affiliates (other than direct and indirect, and wholly and majority owned subsidiaries of the Debtor), including, but not limited to, Claims and Causes of Action in connection with or arising out of the Shared Services Agreement, the Tax Sharing Agreement, and the Power Purchase Agreement (such claims and Causes of Action in this sectionsubpart (c), the “Unreleased Dynegy Claims”).

Releases by Holders of Claims and Interests. As of the Effective Date, each of the Releasing Parties shall be Party is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the each Debtor, Reorganized Debtor, and each Released Party from any and all claims, interests, obligations, rights, suits, damages, causes Causes of action, remedies, and liabilities whatsoeverAction, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its EstateDebtors, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, the Merger, the Backstop Commitment Agreement, the Chapter 11 CaseCases, the formulation, preparation, dissemination, negotiation, filingor filing of the RSA, or consummation of the Disclosure Statement, the DIP Facility, the Plan, the Transaction Support Backstop Commitment Agreement, or any restructuring transactionRestructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the RSA, the Disclosure Statement Statement, the DIP Facility, or the Plan, the filing of the Chapter 11 CaseCases, the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date. Exculpation Except as otherwise specifically provided in the Plan, other than claims no Exculpated Party shall have or liabilities primarily arising out incur, and each Exculpated Party is released and exculpated from any Cause of or relating Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the RSA and related prepetition transactions, the Disclosure Statement, the Plan, or any Restructuring Transaction, contract, instrument, release or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, except for claims related to any act or omission that is determined in a Released Party that constitutes final order to have constituted actual fraud, willful misconduct fraud or gross negligence, each solely but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the extent Plan. The Exculpated Parties have, and upon completion of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of votes and distribution of consideration pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan. Injunction Except as determined otherwise expressly provided in the Plan or for obligations issued or required to be paid pursuant to the Plan or the Confirmation Order, all Entities who have held, hold, or may hold claims or interests that have been released, discharged, or are subject to exculpation are permanently enjoined, from and after the Effective Date, from taking any of the following actions against, as applicable, the Debtors, the Reorganized Debtors, the Exculpated Parties, or the Released Parties: (a) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such claims or interests; (b) enforcing, attaching, collecting, or recovering by a Final Order any manner or means any judgment, award, decree, or order against such Entities on account of a court or in connection with or with respect to any such claims or interests; (c) creating, perfecting, or enforcing any encumbrance of competent jurisdictionany kind against such Entities or the property or the estates of such Entities on account of or in connection with or with respect to any such claims or interests; provided that (d) asserting any right to enforce the Plan and Confirmation Order is not so released by this section; providedof setoff, furthersubrogation, however, that nothing in this section shall operate as a release, waiver, discharge or impairment recoupment of any Cause kind against any obligation due from such Entities or against the property of Action related such Entities on account of or in connection with or with respect to any such claims or interests unless such holder has filed a motion requesting the non-occurrence of right to perform such setoff on or before the Merger Effective Date, and all Causes notwithstanding an indication of Action related a claim or interest or otherwise that such holder asserts, has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and (e) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such claims or interests released or settled pursuant to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this sectionPlan.

Releases by Holders of Claims and Interests. As The Plan shall provide as follows (the “Holder Releases”): Except as otherwise expressly provided in the Plan, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, including without limitation the efforts of the Debtors and Released Parties to facilitate the reorganization of the Debtors and the implementation of the Restructuring contemplated by the Restructuring Support Agreement, on and after the Plan Effective Date, to the maximum extent permitted by applicable law, each of the Releasing Parties Party shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and foreverforever released, released waived and discharged the Debtor, Reorganized DebtorReleased Parties from, and each Released Party from covenanted not to xxx on account of, any and all claims, interests, obligationsobligations (contractual or otherwise), rights, suits, damages, causes Causes of actionAction (including Avoidance Actions), remedies, and liabilities whatsoever, including any derivative claims assertable by or on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, fixed or contingent, matured or unmatured, disputed or undisputed, liquidated or unliquidated, existing or hereinafter hereafter arising, in law, equity, equity or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity Releasing Party would have been legally entitled to assert in its own right (whether individually or collectively) or on behalf of the holder of any Claim or Interest or other Entity (including any Debtor), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the Chapter 11 Cases, the DIP Facility Claims, the Loan Claims, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor Debtors or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Interest that is treated in the Plan, the business or contractual arrangements between the any Debtor and any Released Party, the Debtor’s in- restructuring of Claims and Interests before or out-of-court restructuring efforts, intercompany transactions, during the Chapter 11 CaseCases, the negotiation, formulation, preparation, dissemination, negotiation, filingconsummation, or consummation dissemination of: (i) the Plan (including, for the avoidance of doubt, any plan supplement), (ii) the DIP Facility, (iii) the Working Capital Facility; (iv) the Priority Exit Facility, (v) the New Term Loan Facility, (vi) the Disclosure Statement, (vii) the Plan, the Transaction Restructuring Support Agreement, or any restructuring transaction(viii) related agreements, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plandocuments, the filing of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Plan Effective Date, other than claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual willful misconduct, fraud, willful misconduct or gross negligence. Exculpation The Plan shall provide: To the fullest extent permitted by applicable law, no Exculpated Party shall have or incur, and each solely Exculpated Party shall be released and exculpated from, any claim or Cause of Action in connection with or arising out of the administration of the Chapter 11 Cases; the negotiation and pursuit of the DIP Facility, the Working Capital Facility, the Priority Exit Facility, the New Term Loan Facility, the Management Incentive Plan, the Disclosure Statement, the Restructuring Supporting Agreement, the Restructuring, and the Plan, or the solicitation of votes for, or confirmation of, the Plan; the funding of the Plan; the occurrence of the Plan Effective Date; the administration of the Plan or the property to be distributed under the extent Plan; the issuance of securities under or in connection with the Plan; the purchase, sale, or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors; or the transactions in furtherance of any of the foregoing; other than claims or Causes of Action arising out of or related to any act or omission of an Exculpated Party that is a criminal act or constitutes intentional fraud or willful misconduct as determined by a Final Order Order, but in all respects such Persons shall be entitled to reasonably rely upon the advice of a court counsel with respect to their duties and responsibilities pursuant to the Plan. The Exculpated Parties have acted in compliance with the applicable provisions of competent jurisdiction; provided that any right the Bankruptcy Code with regard to enforce the solicitation and distribution of securities pursuant to the Plan and, therefore, are not, and Confirmation Order is on account of such distributions shall not so released by this section; providedbe, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment liable at any time for the violation of any Cause applicable law, rule, or regulation governing the solicitation of Action related acceptances or rejections of the Plan or such distributions made pursuant to the non-occurrence Plan, including the issuance of the Merger Datesecurities thereunder. This exculpation shall be in addition to, and not in limitation of, all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this sectionother releases, indemnities, exculpations, and any other applicable law or rules protecting such Exculpated Parties from liability.

Releases by Holders of Claims and Interests. As of Except as otherwise expressly set forth in this Plan or the Confirmation Order, on and after the Plan Effective Date, in exchange for good and valuable consideration, the adequacy of which is hereby confirmed, each of the Releasing Parties shall be Released Party is, and is deemed to have be, hereby conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the Debtor, Reorganized Debtor, and by each Released Releasing Party from any and all claims, interests, obligations, rights, suits, damages, causes Causes of action, remedies, and liabilities whatsoeverAction, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereinafter hereafter arising, in law, equity, contract, tort, or otherwise, including any derivative claims, claims asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its EstateDebtors, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors (including the capital structure, management, ownership, or operation thereof), the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s Debtors’ in- or out-of-court restructuring efforts, intercompany transactionstransactions between or among a Debtor and another Debtor, the De-SPAC Transaction, the Chapter 11 CaseCases, the formulation, preparation, dissemination, negotiation, filingexecution, or consummation Filing of the Restructuring Support Agreement, the Disclosure Statement, the PlanDIP Credit Agreements, the Transaction Support AgreementPrepetition Credit Agreements, the DIP-to-Exit Commitment Letter, the DIP-to-Exit Allocation Process, the Exit Facilities, the Plan (including, for the avoidance of doubt, the Plan Supplement), or any restructuring transactionRestructuring Transactions, contract, instrument, release, transaction, or other agreement or document (including any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) relating to any of the foregoing, created or entered into in connection with the Restructuring Support Agreement, the Disclosure Statement or Statement, the DIP Credit Agreements, the Prepetition Credit Agreements, the DIP-to-Exit Commitment Letter, the DIP-to-Exit Allocation Process, the Exit Facility Documents, the Warrant Agreement, the De-SPAC Transaction, the Plan, the filing Plan Supplement, before or during the Chapter 11 Cases, the Filing of the Chapter 11 CaseCases, the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance or distribution of securities Securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence related or relating to any of the foregoing taking place on or before the Plan Effective Date. Notwithstanding anything to the contrary in the foregoing, other than claims the releases set forth above do not release (i) any post-Plan Effective Date obligations of any party or liabilities primarily Entity under the Plan, the Confirmation Order, any Restructuring Transactions, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the DIP Documents, the Exit Facility Documents, the Warrant Agreement, or any Claim or obligation arising out under the Plan, or (ii) any claim or Cause of or relating to any Action arising from an act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as is determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce have constituted actual fraud or willful misconduct. Except as expressly set forth in the Plan or the Confirmation Order, effective on the Plan Effective Date, pursuant to section 1123(b) of the Bankruptcy Code, in exchange for good and Confirmation Order valuable consideration, the adequacy of which is not so released by this section; providedhereby confirmed, furtheron and after the Plan Effective Date, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence fullest extent allowed by applicable law, each (a) Released Party is hereby deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by each and all of the Merger DateABL Releasing Parties, and (b) ABL Released Party is hereby deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by each and all of the Releasing Parties, from any and all Causes of Action related to Action, rights, suits, damages, remedies and liabilities whatsoever based on or relating to, or in any manner arising from, in whole or in part, the non-occurrence Debtors (including the capital structure, management, ownership, or operation thereof), whether known or unknown, foreseen or unforeseen, matured or unmatured, liquidated or unliquidated, fixed or contingent, accrued or unaccrued, existing or hereinafter arising, in law (or any applicable rule, statute, regulation, treaty, right, duty or requirement), equity, contract, tort, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Merger Date are preserved notwithstanding Debtors, the Reorganized Debtors, their Estates, or their Affiliates, that such Entity would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in, a Debtor or any other Entity, or that any Holder of any Claim against, or Interest in, a Debtor or other Entity could have asserted on behalf of the Debtors, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, or their Estates (including the management, ownership, or operation thereof), the Debtors’ in- or out-of-court restructuring efforts, the Plan, the Filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, the ABL Credit Agreement, the ABL DIP Credit Agreement, the Term Loan Credit Agreement, the Term Loan DIP Credit Agreement, the DIP-to-Exit Commitment Letter, the DIP-to-Exit Allocation Process, or any Restructuring Transaction, or upon any other act, or omission, transaction, agreement, event, or other occurrence related or relating to any of the foregoing taking place on or before the Plan Effective Date. Notwithstanding anything to the contrary in this sectionthe foregoing, (i) the mutual releases set forth above do not release (x) any obligations arising on or after the Plan Effective Date of any party or Entity under the Plan, the Confirmation Order, any Restructuring Transaction, any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the ABL DIP Documents, the ABL Exit Facility Documents, or any Claim or obligation arising under the Plan or (y) and any claim or Cause of Action arising from an act or omission that is determined by a Final Order to have constituted actual fraud or willful misconduct, and (ii) the releases by the ABL Releasing Parties set forth above do not release any Excluded ABL Obligations. Entry of the Confirmation Order shall constitute the Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein and, further, shall constitute the Court’s finding that the Third-Party Release is: (a) consensual; (b) essential to the Confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties and Released ABL Parties; (d) a good faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of the Debtors and their Estates; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the Third-Party Release.

Releases by Holders of Claims and Interests. As of the Effective Date, each of the Releasing Parties shall be Party is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the each Debtor, Reorganized Debtor, and each Released Party from any and all claims, interests, obligations, rights, suits, damages, causes Causes of action, remedies, and liabilities whatsoeverAction, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its EstateDebtors, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, the Merger, the Drop-Down Transaction, the 2015 Letter, the Chapter 11 CaseCases, the formulation, preparation, dissemination, negotiation, filingor filing of the RSA, or consummation of the Disclosure Statement, the PlanDIP Facility, the Transaction Support AgreementCommitment Letter, the Plan, or any restructuring transactionRestructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the RSA, the Disclosure Statement Statement, the DIP Facility, the Commitment Letter, or the Plan, the filing of the Chapter 11 CaseCases, the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date. Notwithstanding anything to the contrary in the foregoing, other than the releases set forth above do not release (i) any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan or (ii) any claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this sectionMLP Credit Facilities.

Releases by Holders of Claims and Interests. As of the Effective Date, each holder of the Releasing Parties a claim or an interest shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released released, acquitted and discharged the DebtorDebtors, the Reorganized DebtorDebtors, and each the Released Party Parties from any and all actions, claims, interests, obligations, rights, suits, damages, causes of action, remedies, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, breaches, agreements, promises, licenses, variances, trespasses, judgments, extents, executions, costs, expenses, demands and liabilities whatsoever, including any derivative claims, asserted on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereinafter hereafter arising, in law, equity, equity or otherwise, including any derivative claimsin contract or tort, asserted by statute or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estateotherwise, that such entity would have been legally entitled to assert (whether individually or collectively)) ever had, now has or hereafter can, shall or may have, based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the Debtors’ restructuring, the Debtors’ Chapter 11 Cases, the CCAA Proceeding, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor Debtors or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the any Debtor and any Released Party, the Debtor’s in- restructuring of claims and interests before or out-of-court restructuring efforts, intercompany transactions, during the Chapter 11 CaseCases, the CCAA Proceeding, the negotiation, formulation, preparationor preparation of the Plan, dissemination, negotiation, filing, or consummation of the Disclosure Statement, the Plan, the Transaction Support AgreementPlan Supplement, or any restructuring transactionrelated agreements, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plandocuments, the filing of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence relating to the Debtors taking place place, in each case, on or before the Effective Confirmation Date, other than claims or liabilities primarily arising out of based on fraud or relating to any act or omission of willful misconduct by a Released Party that constitutes actual fraudor a former officer or director of the Debtors, willful misconduct or gross negligence, in each solely to the extent case as determined by a Final Order final order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section herein shall operate as a releaserelease (i) any obligation of Keystone and its subsidiaries to indemnify Xxxx Capital, waiverLLC, discharge or impairment of any Cause of Action related its affiliates, partners, employees and agents pursuant to the nonInvestment Management Agreement, which obligations shall survive termination of such agreement; (ii) any obligation of Keystone and its subsidiaries to reimburse Xxxx Capital, LLC and Advent for out-occurrence of-pocket costs and expenses and costs incurred in connection with the Restructuring, in an aggregate amount not to exceed $250,000; or (iii) any obligation of the Merger DateKeystone and its subsidiaries to indemnify or to advance fees or reimburse any costs to their current or former directors or officers or Xxxx Capital, and all Causes LLC or Advent or any of Action related to the nontheir respective partners, under its organizational documents, by-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this section.laws, employee indemnification policies, state law, or any other agreement.6

Releases by Holders of Claims and Interests. As of the Effective Date, each of the Releasing Parties shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the Debtor, Reorganized Debtor, and each Released Party from any and all claims, interests, obligations, rights, suits, damages, causes of action, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtor, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 Case, the formulation, preparation, dissemination, negotiation, filing, or consummation of the Disclosure Statement, the Plan, the Transaction Support Agreement, or any restructuring transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the filing of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this section. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (a) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d) a good-faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of the Debtor and its Estate; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the Third-Party Release.

Releases by Holders of Claims and Interests. As Pursuant to section 1123(b) and any other applicable provisions of the Bankruptcy Code, and except as otherwise expressly set forth in this Plan or the Confirmation Order, on and after the Effective Date, in exchange for good and valuable consideration provided by each of the Releasing Parties shall be Released Parties, the adequacy of which is hereby confirmed, each Released Party and its respective assets and property are, and are deemed to have be, hereby conclusively, absolutely, unconditionally, irrevocably, irrevocably and forever, released and discharged the by each Debtor, Reorganized Debtor, the Debtors’ Estates and each Released Party Releasing Party, in each case on behalf of themselves and any and all other Entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing Entities, from any and all claims, interests, obligations, rights, suits, damages, causes Causes of action, remedies, and liabilities whatsoeverAction, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereinafter hereafter arising, in law, equity, contract, tort, or otherwise, including any derivative claims, claims asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its EstateDebtors, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the purchase, sale, Debtors’ in‑ or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s in- or out-of-court out‑of‑court restructuring efforts, intercompany transactionstransactions between or among a Debtor and another Debtor, the Chapter 11 CaseCases, the formulation, preparation, dissemination, negotiation, filingexecution, or consummation filing of the Plan Support Agreement, the Exit RBL/Term Loan A Facility, the Exit RBL/Term Loan A Facility Documentation, the Exit Term Loan B Facility, the Exit Term Loan B Facility Documentation, the New Preferred Equity Documentation, the DIP Facility, the DIP Credit Agreement, the DIP Loan Documents, the Credit Agreement, the Credit Agreement Documentation, the Revolving Credit Facility, the Term Loan, the Senior Notes Indenture, the Senior Notes, the Disclosure Statement, the PlanPlan (including, for the avoidance of doubt, the Transaction Support AgreementPlan Supplement), or any restructuring transactionRestructuring Transaction, contract, instrument, release, or other agreement or document relating to any of the foregoing, created or entered into in connection with the Disclosure Statement before or the Plan, the filing of during the Chapter 11 CaseCases, any preference, fraudulent transfer, or other avoidance claim arising pursuant to chapter 5 of the Bankruptcy Code or other applicable law, the Chapter 11 Cases (including the filing thereof), the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the PlanPlan (including the New Preferred Stock and the New Common Stock), or the distribution of property under the Plan or any other related agreement, the business or contractual arrangements between any Debtor and any Released Party, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of Date related or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely the foregoing. Notwithstanding anything to the extent as determined by a Final Order contrary in the foregoing, the releases set forth above do not release any post‑Effective Date obligations of a court of competent jurisdiction; provided that any right to enforce party or Entity under the Plan, the Plan Support Agreement, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the Exit RBL/Term Loan A Facility Documentation and Confirmation Order is not so released by this section; providedthe Exit Term Loan B Facility Documentation or any Claim or obligation arising under the Plan. For the avoidance of doubt, further, however, that nothing in this section Plan shall operate as be deemed to be, or construed as, a release, waiver, or discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this sectionIndemnification Provisions.

Releases by Holders of Claims and Interests. As Notwithstanding anything contained in the Plan to the contrary, as of the Effective Date, each of the Releasing Parties shall be Party is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the each Debtor, Reorganized Debtor, and each Released Party from any and all claims, interests, obligations, rights, suits, damages, causes Claims and Causes of action, remedies, and liabilities whatsoeverAction, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its EstateDebtors, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 Caseany Avoidance Actions, the formulation, preparation, dissemination, negotiation, filing, or consummation Filing of the Disclosure Statement, the Plan, the Transaction Restructuring Support Agreement, or any restructuring transactionRestructuring Transaction, contract, instrument, release, or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Restructuring Support Agreement, the Disclosure Statement or Statement, the Plan, the Plan Supplement, the Rights Offering, the DIP Facility, the Exit Facility, the DIP Commitment Letters, the Backstop Commitment Agreement, the Exit Commitment Letters, the Chapter 11 Cases, the filing of the Chapter 11 CaseCases, the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance or distribution of securities Securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreementPlan, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of Date related or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding foregoing. Notwithstanding anything to the contrary in this sectionthe foregoing, the releases set forth above do not release (a) any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan or (b) any individual from any claim related to an act or omission that is determined in a Final Order by a court competent jurisdiction to have constituted actual fraud or willful misconduct. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that the Third Party Release is: (1) consensual; (2) essential to the confirmation of the Plan; (3) given in exchange for the good and valuable consideration provided by the Released Parties; (4) a good-faith settlement and compromise of the Claims released by the Third-Party Release; (5) in the best interests of the Debtors and their Estates; (6) fair, equitable, and reasonable; (7) given and made after due notice and opportunity for hearing; and (8) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the Third-Party Release.

Releases by Holders of Claims and Interests. As of the Effective Date, each to the fullest extent of the law, each Releasing Parties shall be Party is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the Debtor, Reorganized Debtor, and each Released Party from any and all claimsClaims, interestsCauses of Action, obligations, rightssuits, suitsjudgments, damages, causes of actiondemands, remedieslosses, and or liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity Entity would have been legally entitled to assert (whether individually or collectively), including any derivative claims, asserted on behalf of the Debtors, that the Debtors, their Estates, or the Reorganized Debtors would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim or Interest or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors (including the management, ownership or operation thereof), the Debtors’ in- or out-of-court restructuring efforts, the Debtors’ intercompany transactions (including dividends paid), transactions pursuant and/or related to the Prepetition Term Loan Agreement, the Prepetition Second Lien Indenture, the Prepetition Second Lien PIK Indenture, the Notes, the Cash Collateral Order (and any payments or transfers in connection therewith), any Avoidance Actions, the purchase, sale, or rescission of the purchase or sale of any security Security of the Debtor Debtors or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Interest that is treated in the this Plan, the business or contractual arrangements between the any Debtor and any Released Releasing Party, the Debtor’s in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 Case, the formulation, preparation, dissemination, negotiation, filingor Filing of the Restructuring Support Agreement, the Restructuring Support Agreement, the restructuring of any Claim or Interest before or during the Chapter 11 Cases, or consummation any Restructuring Transaction, contract, instrument, document, release, or other agreement or document (including any legal opinion regarding any such transaction, contract, instrument, document, release, or other agreement or the reliance by any Releasing Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Restructuring Support Agreement, the Restructuring Support Agreement, the Disclosure Statement, the Plan, the Transaction Support Agreementrelated agreements, or any restructuring transactioninstruments, contractand other documents (including the Definitive Documentation), instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or the PlanChapter 11 Cases, the filing of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this section.11

Releases by Holders of Claims and Interests. As Notwithstanding anything contained in the Plan to the contrary, as of the Effective Date, each of the Releasing Parties shall be Party is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the each Debtor, Reorganized Debtor, Wind-Down Debtor, and each Released Party from any and all claimsClaims and Causes of Action, interestsincluding Claims and Causes of Action identified, obligationsclaimed, rightsor released in the Disinterested Directors’ Settlement, suits, damages, causes as well as other Claims and Causes of action, remedies, and liabilities whatsoeverAction, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the DebtorDebtors, the Reorganized DebtorWind-Down Debtors, or its Estatetheir Estates (as applicable), that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors or the Wind-Down Debtors (including the management, ownership or operation thereof), any securities issued by the Debtors and the ownership thereof, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor Debtors’ or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise toWind-Down Debtors’ restructuring efforts, any claim Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or interest that is treated in defenses to Claims asserted against the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s in- or out-of-court restructuring effortsDebtors), intercompany transactions, the Tax Sharing Agreement, the Chapter 11 CaseCases, the formulation, preparation, dissemination, negotiation, filingor filing of the RSA, or consummation of the DIP Facility, the Disclosure Statement, the Plan, the Transaction Support AgreementPlan Supplement, the Disinterested Directors’ Settlement, or any restructuring transactionRestructuring Transaction, contract, instrument, release, or other agreement or document (including any legal opinion requested by any Entity regarding any transaction, contract, instrument, document or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the RSA, the DIP Facility, the Disclosure Statement or Statement, the Plan, the Plan Supplement, the Disinterested Directors’ Settlement, the Chapter 11 Cases, the filing of the Chapter 11 CaseCases, the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely . Notwithstanding anything to the extent as determined by a Final Order contrary in the foregoing, the releases set forth above do not release (a) any post-Effective Date obligations of a court of competent jurisdiction; provided that any right to enforce party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge Supplement) executed to implement the Plan or impairment of (b) any Cause of Action related to the non-occurrence of the Merger Date, and all individual from any claim or Causes of Action related to the non-occurrence an act or omission that is determined in a Final Order by a court competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence. Entry of the Merger Date are preserved notwithstanding anything Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (a) consensual; (b) essential to the contrary confirmation of the Plan; (c) given in this sectionexchange for the good and valuable consideration provided by the Released Parties; (d) a good faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of the Debtors and their Estates; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the Third-Party Release.

Releases by Holders of Claims and Interests. As Notwithstanding anything contained in the Plan to the contrary, on the Confirmation Date and effective as of the Effective Date, each of the Releasing Parties shall be deemed to have (regardless of whether a Releasing Party is a Released Party) conclusively, absolutely, unconditionally, irrevocably, and forever, released forever discharge and discharged the Debtor, Reorganized Debtor, release (and each Entity so discharged and released shall be deemed discharged and released by the Releasing Parties) the Released Party Parties and their respective property from any and all claimsClaims, interestsInterests, obligations, debts, rights, suits, damages, causes Causes of actionAction, remedies, and liabilities whatsoever, including any derivative Claims asserted or which could be asserted on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, equity or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the Reorganized Debtors, the Transaction, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor Debtors or the Reorganized DebtorDebtors, any payments, distributions, or dividends any Debtor or Affiliate paid to or received from any Released Party, fraudulent or preferential transfer or conveyance, tort, contract, breach of fiduciary duty, violation of state or federal laws, including securities laws, negligence, gross negligence, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Interest that is treated in the Plan, the business or contractual arrangements between the any Debtor and any Released Party, the Debtor’s in- restructuring of Claims and Interests prior to or out-of-court restructuring efforts, intercompany transactions, in the Chapter 11 CaseCases, the negotiation, formulation, preparationor preparation of the Support Agreement, disseminationthe Plan, negotiation, filing, or consummation of the Disclosure Statement, the Plan, the Transaction Support AgreementPlan Supplement, or any restructuring transactionrelated agreements, contract, instrument, releaseinstruments, or other agreement documents; provided, however, that the foregoing “Third-Party Release” shall not operate to waive or document created or release any Claims, obligations, debts, rights, suits, damages, remedies, Causes of Action, and liabilities in respect of any Released Party, solely to the extent (1) arising under any agreements entered into in connection with the Disclosure Statement or the Plan, the filing of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or (2) with respect to Claims by Professionals related to Professionals’ final fee applications or accrued Professional compensation claims in the distribution Chapter 11 Cases. Entry of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by this section; providedreference each of the related provisions and definitions contained herein, and, further, however, shall constitute the Bankruptcy Court’s finding that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this section.the

Releases by Holders of Claims and Interests. As of Except as expressly set forth in the Plan or the Confirmation Order, on the Effective Date, to the fullest extent permissible under applicable law, as such law may be extended or interpreted subsequent to the Effective Date, each Releasing Party (regardless of whether such Releasing Party is a Released Party), in consideration for the obligations of the Releasing Debtors and the other Released Parties shall under the Plan, the Distributions provided for under the Plan, and the contracts, instruments, releases, agreements or documents executed and delivered in connection with the Plan and the Restructuring Transaction, will be deemed to have consented to the Plan for all purposes and the restructuring embodied herein and deemed to conclusively, absolutely, unconditionally, irrevocablyirrevocably and forever release, waive and forever, discharge (and each entity so released shall be deemed released and discharged by the Debtor, Reorganized Debtor, and each Released Party from any and Releasing Parties) all claims, interestsclaims (as such term “claim” is defined in section 101(5) of the Bankruptcy Code), obligations, rightsdebts, suits, judgments, damages, demands, rights, causes of action, remedies, and remedies or liabilities whatsoever, including all derivative claims asserted or which could be asserted on behalf of a Debtor (other than all rights, remedies and privileges of any party under the Plan, and the Plan Supplement and the contracts, instruments, releases, agreements and documents (including, without limitation, the Plan Documents) delivered under or in connection with the Plan), including, without limitation, any claims for any such loss such holder may suffer, have suffered or be alleged to suffer as a result of the Debtors commencing the Reorganization Cases or as a result of the Plan being consummated, whether known liquidated or unknownunliquidated, foreseen fixed or unforeseencontingent, existing matured or hereinafter arisingunmatured, Entry of the Confirmation Order will constitute the Bankruptcy Court’s approval, pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019, of the releases in lawSections 8.4(b) and (c), equitywhich includes by reference each of the related provisions and definitions contained herein, and further, will constitute the Bankruptcy Court’s finding that such releases are (i) in exchange for the good and valuable consideration provided by the Debtors and the other Released Parties, representing good faith settlement and compromise of the claims released herein, (ii) in the best interests of the Debtors and all holders of Claims and Interests, (iii) fair, equitable, and reasonable, (iv) approved after due notice and opportunity for hearing, and (v) a bar to any of the Releasing Parties asserting any claim or otherwisecause of action released by the Releasing Parties against any of the Debtors and the other Released Parties or their respective property. Notwithstanding anything to the contrary contained herein, with respect to a Released Party that is a non-Debtor, nothing in the Plan or the Confirmation Order shall effect a release of any claim by the United States government or any of its agencies whatsoever, including without limitation, any claim arising under the Internal Revenue Code, the environmental laws or any criminal laws of the United States against such Released Party, nor shall anything in the Confirmation Order or the Plan enjoin the United States from bringing any claim, suit, action or other proceeding against such Released Party for any liability whatever, including without limitation, any claim, suit or action arising under the Internal Revenue Code, the environmental laws or any criminal laws of the United States, nor shall anything in the Confirmation Order or the Plan exculpate any non- Debtor party from any liability to the United States Government or any of its agencies, including any derivative claimsliabilities arising under the Internal Revenue Code, asserted the environmental laws or assertable on behalf any criminal laws of the United States against such Released Party. Notwithstanding anything to the contrary contained herein, except to the extent permissible under applicable law, as such law may be extended or interpreted subsequent to the Effective Date, except with respect to a Released Party that is a Debtor, nothing in the Confirmation Order or the Plan shall effect a release of any of the Debtorclaim by any state or local authority whatsoever, the Reorganized Debtor, or its Estate, that such entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtor, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise toincluding without limitation, any claim arising under the environmental laws or interest any criminal laws of any state or local authority against any Released Party that is treated a non-Debtor, nor shall anything in the PlanConfirmation Order or the Plan enjoin any slate or local authority from bringing any claim, the business suit, action or contractual arrangements between the Debtor and other proceeding against any Released PartyParty that is a non-Debtor for any liability whatever, including without limitation, any claim, suit or action arising under the Debtor’s in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 Case, the formulation, preparation, dissemination, negotiation, filing, or consummation of the Disclosure Statement, the Plan, the Transaction Support Agreement, environmental laws or any restructuring transactioncriminal laws of any state or local authority, contractnor shall anything in the Confirmation Order or the Plan exculpate any party from any liability to any state or local authority whatsoever, instrumentincluding any liabilities arising under the environmental laws or any criminal laws of any state or local authority against any Released Party that is a non-Debtor. As to the United States, its agencies, departments or agents, nothing in the Plan or Confirmation Order shall discharge, release, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the filing otherwise preclude: (i) any liability of the Chapter 11 CaseDebtors or Reorganized Debtors arising on or after the Effective Date: or (ii) any valid right of setoff or recoupment. Furthermore, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under nothing in the Plan or any other related agreementthe Confirmation Order: (A) discharges, releases, or upon precludes any other related act or omission, transaction, agreement, eventenvironmental liability that is not a claim (as that term is defined in the Bankruptcy Code), or other occurrence taking place any environmental claim (as the term “claim” is defined in the Bankruptcy Code) of a governmental unit that arises on or before after the Effective Date, : (B) releases the Debtors or the Reorganized Debtors from any non-dischargeable liability under environmental law as the owner or operator of property that such persons own or operate after the Effective Date; (C) releases or precludes any environmental liability to a governmental unit on the part of any Persons other than claims the Debtors and Reorganized Debtors: or liabilities primarily arising out of (D) enjoins a governmental unit from asserting or relating to enforcing outside this Court any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing liability described in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this sectionparagraph.

Releases by Holders of Claims and Interests. As Notwithstanding anything contained in the Plan to the contrary, as of the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, except as otherwise provided in the Plan or in the Confirmation Order, to the fullest extent permissible under applicable law, as such law may be extended or integrated after the Effective Date, each of the Releasing Parties Party, shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released released, and discharged the DebtorDebtors, the Reorganized DebtorDebtors, and each the Released Party Parties from any and all claims, interestsClaims, obligations, rights, suits, damages, causes Causes of actionAction, remedies, and liabilities whatsoever, including any derivative Claims or Causes of Action asserted or that may be asserted on behalf of the Debtors or their Estates, that such Entity would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim or Interest, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtor, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 Case, the formulation, preparation, dissemination, negotiation, filing, or consummation of the Disclosure Statement, the Plan, the Transaction Support Agreement, or any restructuring transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the filing of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims including any Claims or liabilities primarily arising out Causes of Action based on or relating to, or in any manner arising from, in whole or in part, the Chapter 11 Cases, the Debtors, the governance, management, transactions, ownership, or operation of the Debtors, the purchase, sale or rescission of any security of the Debtors or the Reorganized Debtors (which includes, for the avoidance of doubt, all claims and Causes of Action asserted or assertable in the Securities Class Action), the DIP Facility, the Convertible Notes Agreements, the Miner Equipment Lender Agreements, the Mortgage Agreements, the General Contracts, any and all agreements relating to M&M Liens, the formulation, preparation, dissemination, solicitation, negotiation, entry into, or filing of the Plan (including the Plan Supplement), the Disclosure Statement, or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Plan, the Plan Supplement, the Disclosure Statement, the Plan Settlements, the New Secured Convertible Notes Documents, the New Secured Notes Documents, the Contingent Payment Obligations Documents, the New Miner Equipment Lender Debt Documents, the Exit Facility Documents, the New Warrants Agreement, the Rights Offering, the Backstop Commitment Letter, the Initial DIP Loan Documents, the DIP Facility, the Terminated RSA, the RSA, the Chapter 11 Cases, the pursuit of confirmation and consummation of the Plan, the administration and implementation of the Plan or Confirmation Order, including the issuance or distribution of securities pursuant to the Plan (including, but not limited to, the New Common Interests), or the distribution of property under the Plan, or any other agreement, act or omission, transaction, event, or other occurrence taking place on or before the Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth in this Section 10.6(b) (i) shall only be applicable to the maximum extent permitted by law; and (ii) shall not be construed as (a) releasing any Released Party from Claims or Causes of Action arising from an act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as is judicially determined by a Final Order of a court of competent jurisdiction; to have constituted actual fraud (provided that actual fraud shall not exempt from the scope of these third-party releases any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge Claims or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence arising under sections 544 or 548 of the Merger Bankruptcy Code or state laws governing fraudulent or otherwise avoidable transfers or conveyances), willful misconduct, or gross negligence, or (b) releasing any post-Effective Date are preserved notwithstanding anything obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the contrary in this sectionPlan.

Releases by Holders of Claims and Interests. As of the Effective Date, each except for the rights that remain in effect from and after the Effective Date to enforce the Plan and the Plan Documents, for good and valuable consideration, the adequacy of which is hereby confirmed, including, the service of the Releasing Released Parties shall be deemed to have conclusively, absolutely, unconditionally, irrevocablyfacilitate the reorganization of the Debtors and the implementation of the Restructuring, and foreverexcept as otherwise provided in the Plan or in the Confirmation Order, the Released Parties, are deemed forever released and discharged by (i) subject to the Debtorpenultimate sentence of this Section 10.9(b) of the Plan, Reorganized Debtorholders of all Claims who vote to either accept or reject the Plan but do not opt out of granting the releases set forth herein (a “Release Opt-Out”), (ii) the Revolving Credit Facility Agent, (iii) the Unsecured Notes Indenture Trustee, (iv) the DIP Facility Agent, and each Released Party (v) the Statutory Committees from any and all claims, interests, obligations, rightssuits, suitsjudgments, damages, causes demands, debts, rights, Causes of actionAction, Released and Settled Claims, losses, remedies, and liabilities whatsoever, including any derivative claims, asserted or assertable on behalf of the Debtors, and any claims for breach of any fiduciary duty (or any similar duty), whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity holders or their affiliates would have been legally entitled to assert in their own right (whether individually or collectively)) or on behalf of the holder of any Claim or Interest or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security Security of the Debtor Debtors or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Interest that is treated in the Plan, the business or contractual arrangements between the any Debtor and any Released PartyParty (including, the Debtor’s in- Revolving Credit Documents and the Indentures), the DIP Facility, the Restructuring, the restructuring of any Claim or out-of-court restructuring efforts, intercompany transactions, Interest before or during the Chapter 11 CaseCases, the Restructuring Transactions, the Rights Offering, the Exchange Agreement, the LegacyCo Contribution Agreement, the Permian Contribution Agreement, the creation of New Permian Corp., LegacyCo, or the AUNC Trust, the negotiation, formulation, preparation, dissemination, negotiation, filing, or consummation preparation of the Disclosure Statement, the PlanPlan and related agreements, instruments, and other documents (including the Plan Documents, the Transaction Restructuring Support AgreementAgreement and the trust agreement creating the AUNC Trust), or any restructuring transaction, contract, instrument, release, or other agreement or document created or entered into in connection the solicitation of votes with the Disclosure Statement or respect to the Plan, the filing of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the PlanBackstop Commitment Agreement, or the distribution Rights Offering, any membership in (including, but not limited to, on an ex officio basis), participation in, or involvement with the Creditors’ Committee, the structuring, negotiation, performance, or conducting of, participation in, or entry into, the Rights Offering and/or the Backstop Commitment Agreement (including, but not limited to, payment or receipt of property under the Plan Put Option Premium), including by any member of the Creditors’ Committee, or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of or relating except for Claims related to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as is determined by in a Final Order of by a court of competent jurisdiction; provided that any right jurisdiction to enforce have constituted actual fraud or willful misconduct, but in all respects such Entities shall be entitled to reasonably rely upon the Plan advice of counsel with respect to their duties and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related responsibilities pursuant to the nonPlan. For the avoidance of doubt, notwithstanding the foregoing, a Release Opt-occurrence Out solely means that such holder (i) is electing to not release the Released Parties other than the Debtors, and (ii) shall not impair, limit or effect in any way the exculpation of the Merger DateExculpated Parties as set forth in Section 10.8 of the Plan. For the avoidance of doubt, the foregoing releases shall not release the indemnification rights of the (i) Secured Notes Indenture Trustee under the Secured Notes Indentures and any related documentation, and all Causes of Action (ii) the Unsecured Notes Indenture Trustee under the Unsecured Notes Indentures and any related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this sectiondocumentation.

Releases by Holders of Claims and Interests. As of the Effective Date, each except as otherwise specifically provided in the Plan and to the fullest extent permitted by law, for good and valuable consideration, Holders of the Releasing Parties Claims and Interests shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, forever released and discharged the Debtor, Reorganized Debtor, Debtors and each the Released Party Parties from any and all claimsClaims, interestsInterests, obligations, rights, suits, damages, causes Causes of actionAction, remedies, and liabilities whatsoever, including any derivative Claims asserted on behalf of the Debtors, whether known or unknown, foreseen or unforeseen, existing or hereinafter hereafter arising, in law, equity, equity or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the Restructuring, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Interest that is treated in the PlanRestructuring, the business or contractual arrangements between the Debtor any Debtors and any Released Party, the Debtor’s in- restructuring of Claims and Interests prior to or out-of-court restructuring efforts, intercompany transactionsin the Restructuring, the Chapter 11 Casenegotiation, the formulation, preparation, dissemination, negotiation, filingor preparation of the Restructuring Documents and related disclosures, or consummation of the Disclosure Statementrelated agreements, the Plan, the Transaction Support Agreement, or any restructuring transaction, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plandocuments, the filing of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims Claims or liabilities primarily arising out of or relating to any act or omission of a the Debtors or Released Party that constitutes willful misconduct (including actual fraud, willful misconduct ) or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this section.

Releases by Holders of Claims and Interests. As of the Effective Date, except for the right to enforce the Plan and the Definitive Documents that remain in effect after the Effective Date, each holder of the Releasing Parties a Claim or an Interest shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, irrevocably and forever, released and discharged the DebtorDebtors, the Reorganized Debtor, Debtors and each the Released Party Parties from any and all claimsClaims, interestsInterests, obligations, rights, suits, damages, causes Causes of actionAction, remedies, remedies and liabilities whatsoever, including any derivative Claims asserted on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, existing or hereinafter hereafter arising, in law, equity, equity or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the Debtors’ restructuring, the Chapter 11 Cases, the purchase, sale, sale or rescission of the purchase or sale of any security of the Debtor Debtors or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Interest that is treated in the Plan, the business or contractual arrangements between the any Debtor and any Released Party, the Debtor’s in- restructuring of Claims and Interests before or out-of-court restructuring efforts, intercompany transactions, during the Chapter 11 CaseCases, the formulation, preparation, dissemination, negotiation, filing, formulation or consummation preparation of the Plan, Disclosure StatementStatement or related agreements, instruments or other documents, the solicitation of votes with respect to the Plan, the Transaction Support Agreement, or any restructuring transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement Backstop Agreement or the PlanRights Offering, the filing of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, event or other occurrence taking place on or before the Effective Date, other than claims Claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that is a criminal act or constitutes actual intentional fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this section.

Releases by Holders of Claims and Interests. As of Except as expressly set forth in the Plan or the Confirmation Order, on the Effective Date, to the fullest extent permissible under applicable law, as such law may be extended or interpreted subsequent to the Effective Date, each Releasing Party (regardless of whether such Releasing Party is a Released Party), in consideration for the obligations of the Releasing Debtors and the other Released Parties shall under the Plan, the Distributions provided for under the Plan, and the contracts, instruments, releases, agreements or documents executed and delivered in connection with the Plan and the Restructuring Transaction, will be deemed to have consented to the Plan for all purposes and the restructuring embodied herein and deemed to conclusively, absolutely, unconditionally, irrevocablyirrevocably and forever release, waive and forever, discharge (and each entity so released shall be deemed released and discharged by the Debtor, Reorganized Debtor, and each Released Party from any and Releasing Parties) all claims, interestsclaims (as such term “claim” is defined in section 101(5) of the Bankruptcy Code), obligations, rightsdebts, suits, judgments, damages, demands, rights, causes of action, remedies, and remedies or liabilities whatsoever, including all derivative claims asserted or which could be asserted on behalf of a Debtor (other than all rights, remedies and privileges of any party under the Plan, and the Plan Supplement and the contracts, instruments, releases, agreements and documents (including, without limitation, the Plan Documents) delivered under or in connection with the Plan), including, without limitation, any claims for any such loss such holder may suffer, have suffered or be alleged to suffer as a result of the Debtors commencing the Reorganization Cases or as a result of the Plan being consummated, whether known liquidated or unknownunliquidated, foreseen fixed or unforeseencontingent, existing matured or hereinafter arisingunmatured, Entry of the Confirmation Order will constitute the Bankruptcy Court’s approval, pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019, of the releases in lawSections 8.4(b) and (c), equitywhich includes by reference each of the related provisions and definitions contained herein, and further, will constitute the Bankruptcy Court’s finding that such releases are (i) in exchange for the good and valuable consideration provided by the Debtors and the other Released Parties, representing good faith settlement and compromise of the claims released herein, (ii) in the best interests of the Debtors and all holders of Claims and Interests, (iii) fair, equitable, and reasonable, (iv) approved after due notice and opportunity for hearing, and (v) a bar to any of the Releasing Parties asserting any claim or otherwisecause of action released by the Releasing Parties against any of the Debtors and the other Released Parties or their respective property. Notwithstanding anything to the contrary contained herein, with respect to a Released Party that is a non-Debtor, nothing in the Plan or the Confirmation Order shall effect a release of any claim by the United States government or any of its agencies whatsoever, including without limitation, any claim arising under the Internal Revenue Code, the environmental laws or any criminal laws of the United States against such Released Party, nor shall anything in the Confirmation Order or the Plan enjoin the United States from bringing any claim, suit, action or other proceeding against such Released Party for any liability whatever, including without limitation, any claim, suit or action arising under the Internal Revenue Code, the environmental laws or any criminal laws of the United States, nor shall anything in the Confirmation Order or the Plan exculpate any non-Debtor party from any liability to the United States Government or any of its agencies, including any derivative claimsliabilities arising under the Internal Revenue Code, asserted the environmental laws or assertable on behalf any criminal laws of the United States against such Released Party. Notwithstanding anything to the contrary contained herein, except to the extent permissible under applicable law, as such law may be extended or interpreted subsequent to the Effective Date, except with respect to a Released Party that is a Debtor, nothing in the Confirmation Order or the Plan shall effect a release of any of the Debtorclaim by any state or local authority whatsoever, the Reorganized Debtor, or its Estate, that such entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtor, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise toincluding without limitation, any claim arising under the environmental laws or interest any criminal laws of any state or local authority against any Released Party that is treated a non-Debtor, nor shall anything in the PlanConfirmation Order or the Plan enjoin any state or local authority from bringing any claim, the business suit, action or contractual arrangements between the Debtor and other proceeding against any Released PartyParty that is a non-Debtor for any liability whatever, including without limitation, any claim, suit or action arising under the Debtor’s in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 Case, the formulation, preparation, dissemination, negotiation, filing, or consummation of the Disclosure Statement, the Plan, the Transaction Support Agreement, environmental laws or any restructuring transactioncriminal laws of any state or local authority, contractnor shall anything in the Confirmation Order or the Plan exculpate any party from any liability to any state or local authority whatsoever, instrumentincluding any liabilities arising under the environmental laws or any criminal laws of any state or local authority against any Released Party that is a non-Debtor. As to the United States, its agencies, departments or agents, nothing in the Plan or Confirmation Order shall discharge, release, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the filing otherwise preclude: (i) any liability of the Chapter 11 CaseDebtors or Reorganized Debtors arising on or after the Effective Date; or (ii) any valid right of setoff or recoupment. Furthermore, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under nothing in the Plan or any other related agreementthe Confirmation Order: (A) discharges, releases, or upon precludes any other related act or omission, transaction, agreement, eventenvironmental liability that is not a claim (as that term is defined in the Bankruptcy Code), or other occurrence taking place any environmental claim (as the term “claim” is defined in the Bankruptcy Code) of a governmental unit that arises on or before after the Effective Date, ; (B) releases the Debtors or the Reorganized Debtors from any non-dischargeable liability under environmental law as the owner or operator of property that such persons own or operate after the Effective Date; (C) releases or precludes any environmental liability to a governmental unit on the part of any Persons other than claims the Debtors and Reorganized Debtors; or liabilities primarily arising out of (D) enjoins a governmental unit from asserting or relating to enforcing outside this Court any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing liability described in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this sectionparagraph.

Releases by Holders of Claims and Interests. As of the Plan Effective Date, each of except for the Releasing rights that remain in effect from and after the Plan Effective Date to enforce the Plan, the Definitive Documents, and the documents in the Plan Supplement and the obligations contemplated by the Restructuring, on and after the Plan Effective Date, the Released Parties shall will be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, forever released and discharged discharged, to the Debtormaximum extent permitted by law, Reorganized Debtorby the Releasing Parties, and in each Released Party case from any and all claims, interests, obligations, rights, suits, damages, causes Claims and Causes of action, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, Action whatsoever (including any derivative claims, asserted or assertable on behalf of any of the DebtorDebtors, the Reorganized DebtorDebtors, or its Estatetheir Estates; such Claims or Causes of Action, the “Additional Debtor Claims”)), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, accrued or unaccrued, existing or hereinafter arising, whether in law or equity, whether sounding in tort or contract, whether arising under federal or state statutory or common law, or any other applicable international, foreign, or domestic law, rule, statute, regulation, treaty, right, duty, requirement or otherwise, that such entity holders or their estates, affiliates, heirs, executors, administrators, successors, assigns, managers, accountants, attorneys, representatives, consultants, agents, and any other Persons claiming under or through them would have been legally entitled to assert in their own right (whether individually or collectively)) or on behalf of the holder of any Claim or Interest or other Person, based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the Reorganized Debtors, or their Estates, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor Debtors or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Interest that is treated in the Plan, the business or contractual arrangements or interactions between the any Debtor and any Released Party, the Debtor’s in- or out-of-court restructuring efforts, intercompany transactionsRestructuring, the Chapter 11 Case, the formulation, preparation, dissemination, negotiation, filing, or consummation of the Disclosure Statement, the Plan, the Transaction Support Agreement, or any restructuring transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the filing of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this section.Claim or Interest before or

Releases by Holders of Claims and Interests. As of the Effective Date, each of the Releasing Parties shall be Party is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the each Debtor, Reorganized Debtor, and each Released Party from any and all claims, interests, obligations, rights, suits, damages, causes Claims and Causes of action, remedies, and liabilities whatsoeverAction, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its EstateDebtors, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s Debtors’ in- or out-of-court restructuring efforts, intercompany transactionstransactions (including dividends paid), transactions pursuant and/or related to the DIP Facility, Bridge Financing Facility, the Chapter 11 CaseSecond Lien Credit Agreement, the Notes, the Intercreditor Agreement, the Final DIP and Cash Collateral Order (and any payments or transfers in connection therewith), any preference or avoidance claim pursuant to sections 544, 547, 548, and 549 of the Bankruptcy Code, the formulation, preparation, dissemination, negotiation, filing, or consummation Filing of the Disclosure Statement, the Plan, the Transaction Restructuring Support Agreement, or any restructuring transactionRestructuring Transaction, contract, instrument, release, or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Restructuring Support Agreement, the Disclosure Statement or Statement, the Plan, the Definitive Documentation, the DIP Facility, the Chapter 11 Cases, the filing of the Chapter 11 CaseCases, the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance or distribution of securities Securities pursuant to the Plan, or the distribution of property under the Plan Plan, the Definitive Documentation, or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of Date related or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding foregoing. Notwithstanding anything to the contrary in the foregoing, (i) the releases set forth above do not release any (x) post-Effective Date obligations of any party or Entity under the Plan, including under any of the Restructuring Transaction, or (y) any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, and (ii) nothing in this sectionprovision shall, nor shall it be deemed to, release any Released Party from any Claims or Causes of Action that are found, pursuant to a Final Order, to be the result of gross negligence, fraud, or willful misconduct. Entry of the Confirmation Order shall constitute the Court’s approval, pursuant to Bankruptcy Rule 9019, of the Releases by Holders of Claims and Interests described in this Article VIII.F, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Court’s finding that such releases are: (1) in exchange for the good and valuable consideration provided by the Released Parties; (2) a good faith settlement and compromise of the claims released by such releases; (3) in the best interests of the Debtors and all Holders of Claims and Interests; (4) fair, equitable and reasonable; (5) given and made after due notice and opportunity for hearing; and (6) a bar to any of the Releasing Parties asserting any claim or cause of action released pursuant to such releases.

Releases by Holders of Claims and Interests. As of the Effective Date, each of the Releasing Parties shall be Party is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the each Debtor, Reorganized Debtor, and each Released Party from any and all claims, interests, obligations, rights, suits, damages, causes Causes of action, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwiseAction, including any derivative claims, claims asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its EstateDebtors, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part: 1. the Debtors, the Debtor, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s in- or out-of-court Debtors’ restructuring efforts, intercompany transactions, the Chapter 11 Case, or the formulation, preparation, dissemination, negotiation, filing, or consummation Filing of the Disclosure StatementRestructuring Support Agreement, the Plan, the Transaction Support Agreement, Disclosure Statement or the Rights Offering Procedures; 2. any restructuring transactionRestructuring Transaction, contract, instrument, release, or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Restructuring Support Agreement, the Disclosure Statement Statement, or the Plan, including the filing Rights Offering; 3. the Chapter 11 Cases, the Disclosure Statement, the Plan, the Filing of the Chapter 11 CaseCases, the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance or distribution of securities Securities pursuant to the PlanPlan or the Rights Offering, or the distribution of property under the Plan or any other related agreement, or upon ; or 4. any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date. Notwithstanding anything to the contrary in the foregoing, other than the releases set forth above do not release (i) any claims or liabilities primarily arising out of or relating related to any act or omission that is determined in a final order to have constituted actual fraud or (ii) any post-Effective Date obligations of a Released Party that constitutes actual fraudany party or Entity under the Plan, willful misconduct any Restructuring Transaction, or gross negligenceany document, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce instrument, or agreement (including those set forth in the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related Supplement) executed to implement the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this sectionPlan.

Releases by Holders of Claims and Interests. As Except as otherwise provided in this Plan or the Confirmation Order, on the Effective Date: (i) each of the Released Parties; (ii) each holder of a Claim or Interest entitled to vote on this Plan that did not “opt out” of the releases provided in Section 12.7 of the Plan in a timely submitted Ballot; and (iii) to the fullest extent permissible under applicable law, as such law may be extended or interpreted subsequent to the Effective Date, each all holders of Claims and Interests, in consideration for the obligations of the Releasing Parties shall Debtors and Reorganized Debtors under this Plan, the New Common Stock Securities, the New First Lien Term Loan, the Subscription Rights and other contracts, instruments, releases, agreements or documents executed and delivered in connection with this Plan, and each entity (other than the Debtors) that has held, holds or may hold a Claim or Interest, as applicable, will be deemed to have conclusivelyconsented to this Plan for all purposes and the restructuring embodied herein and deemed to forever release, absolutely, unconditionally, irrevocably, waive and forever, released and discharged the Debtor, Reorganized Debtor, and each Released Party from any and discharge all claims, interestsdemands, obligationsdebts, rights, suitsCauses of Action or liabilities (other than the right to enforce the obligations of any party under this Plan and the contracts, damagesinstruments, causes of actionreleases, remedies, agreements and liabilities whatsoeverdocuments delivered under or in connection with this Plan) against the Released Parties, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or hereinafter thereafter arising, in law, equity, equity or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, otherwise that such entity would have been legally entitled to assert (whether individually or collectively), are based on or relating to, or in any manner arising from, in whole or in part, the Debtor, the purchase, sale, or rescission of the purchase or sale of part on any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 Case, the formulation, preparation, dissemination, negotiation, filing, or consummation of the Disclosure Statement, the Plan, the Transaction Support Agreement, or any restructuring transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the filing of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, event or other occurrence taking place on or before prior to the Effective Date, other than claims or liabilities primarily arising out of or Date in any way relating to any act the Debtors, their affiliates and former affiliates, the Reorganized Debtors, the Reorganization Cases, or omission of a Released Party that constitutes actual fraud, willful misconduct this Plan or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this sectionDisclosure Statement.

Releases by Holders of Claims and Interests. As of the Effective Date, each except for the rights that remain in effect from and after the Effective Date to enforce this Plan and the Definitive Documents, for good and valuable consideration, the adequacy of which is hereby confirmed, including, without limitation, the service of the Releasing Released Parties shall be deemed to have conclusively, absolutely, unconditionally, irrevocablyfacilitate the reorganization of the Company and the implementation of the Restructuring, and foreverexcept as otherwise provided in this Plan or in the Confirmation Order, the Released Parties are deemed forever released and discharged discharged, to the Debtormaximum extent permitted by law, Reorganized Debtorby (i) the holders of all Claims or Interests who vote to accept the Plan, (ii) the holders of Claims or Interests that are unimpaired under the Plan, (iii) the holders of Claims or Interests whose vote to accept or reject the Plan is solicited but who do not vote either to accept or to reject the Plan, and each Released Party (iv) the holders of Claims or Interests who vote to reject the Plan but do not opt out of granting the releases set forth herein, from any and all claims, interestsClaims, obligations, rights, suits, judgments, damages, causes demands, debts, rights, Causes of actionAction, remedies, losses, and liabilities whatsoever, including any derivative claims, asserted or assertable on behalf of the Company, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity holders or their affiliates would have been legally entitled to assert in their own right (whether individually or collectively)) or on behalf of the holder of any Claim or Interest or other person, based on or relating to, or in any manner arising from, in whole or in part, the DebtorCompany, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor Company or the Reorganized DebtorCompany, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Interest that is treated in the Plan, the business or contractual arrangements between the Debtor Company and any Released Party, the Debtor’s in- Restructuring, the restructuring of any Claim or out-of-court restructuring efforts, intercompany transactions, Interest before or during the Chapter 11 CaseCases, the formulation, preparation, dissemination, negotiation, filing, or consummation of the Disclosure Statement, the Plan, the Transaction Restructuring Support Agreement, or any restructuring transactionand the Plan and related agreements, contractinstruments, instrumentand other documents (including the Definitive Documents), releaseand the negotiation, formulation, or other agreement or document created or entered into in connection with the Disclosure Statement or the Planpreparation thereof, the filing solicitation of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant votes with respect to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims Claims or liabilities primarily Causes of Action arising out of or relating related to any act or omission of a Released Party that constitutes actual fraud, gross negligence or willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this sectionmisconduct.

Releases by Holders of Claims and Interests. As of the Effective Date, to the fullest extent permitted by law, each Holder of a Claim or Interest that votes to accept this Plan, or who, directly or indirectly, is entitled to receive a distribution under the Plan, including Persons entitled to receive a distribution via an attorney, agent, indenture trustee or securities intermediary, shall in consideration for the obligations of the Releasing Parties shall Debtors and the Reorganized Debtors under this Plan and the Cash and the securities, contracts, instruments, releases and other agreements or documents to be delivered in connection with this Plan, be deemed to have conclusivelyforever released, absolutely, unconditionally, irrevocably, and forever, released waived and discharged the Debtor, Reorganized Debtor, and each Released Party from any and all claims, interestsdemands, obligationsdebts, rights, suits, damages, causes of action, remediesaction or liabilities (other than (x) the right to enforce the obligations under, and liabilities whatsoeverthe contracts, instruments, releases, agreements, and documents delivered, Reinstated or assumed under this Plan, and (y) any claims or causes of action arising out of willful misconduct or gross negligence as determined by a Final Order), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or hereinafter thereafter arising, in law, equity, equity or otherwise, including any derivative claims, asserted or assertable on behalf of any of relating to the DebtorDebtors, the Reorganized Debtor, or its Estate, that such entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtor, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s in- or out-of-court restructuring efforts, intercompany transactionsDebtors, the Chapter 11 CaseCases, the formulationCCAA Proceedings, preparation, dissemination, negotiation, filing, this Plan or consummation of the Disclosure Statement, the Plan, the Transaction Support Agreement, or any restructuring transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the filing existing as of the Chapter 11 CaseEffective Date or thereafter that are based in whole or part on any act, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, transaction event, or other occurrence taking place on or before prior to the Effective Date, other than claims or liabilities primarily arising out of or relating to any act or omission of a against the Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this sectionParties; provided, further, however, that nothing in this section shall operate be construed to release any party from willful misconduct or gross negligence as determined by a releaseFinal Order; and provided, waiverfurther, discharge however, that each Holder of a Claim or impairment of any Cause of Action related Interest that is entitled to vote on this Plan may elect by checking the non-occurrence of appropriate box provided on the Merger Date, and all Causes of Action related Ballot not to grant the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary releases set forth in this sectionsection 10.2(c).

Releases by Holders of Claims and Interests. As of the Effective Date, each of the Releasing Parties shall be Party is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the each Debtor, Reorganized Debtor, and each Released Party from any and all claimsClaims and Causes of Action, interestsincluding Claims and Causes of Action identified, obligationsclaimed, rightsor released in the Standing Motions, suitsthe Litigation Letters, damagesor the Disinterested Directors Settlement, causes as well as all other Claims and Causes of action, remedies, and liabilities whatsoeverAction, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its EstateDebtors, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s Debtors’ in- or out-of-court restructuring efforts, intercompany transactionstransactions (including dividends paid), transactions pursuant and/or related to the Master Separation Agreement dated December 12, 2001, the Chapter 11 CaseTCEH Credit Agreement, the TCEH First Lien Notes, the Cash Collateral Order (and any payments or transfers in connection therewith), the TCEH First Lien Intercreditor Agreement, the Liability Management Program, the Tax Sharing Agreements, the 2007 Acquisition, the Management Agreement, the 2009 amendment to the TCEH Credit Agreement, the 2011 Amend and Extend Transactions, the 2005 Oncor Transfer, the 2013 Revolver Extension, the Luminant Makewhole Settlement, the Tax and Interest Makewhole Agreements, the TCEH Intercompany Notes, the Shared Services, any preference or avoidance claim pursuant to sections 544, 547, 548, and 549 of the Bankruptcy Code, the formulation, preparation, dissemination, negotiation, filing, or consummation Filing of the Disclosure Statement, the Plan, the Transaction Terminated Restructuring Support Agreement, the Plan Support Agreement, the New EFH/EFIH Plan Support Agreement, the EFH/EFIH Committee Settlement, the EFIH First Lien Settlement, the Original Confirmed Plan, or any restructuring transactionRestructuring Transaction, contract, instrument, release, or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Plan Support Agreement, the New EFH/EFIH Plan Support Agreement, the EFH/EFIH Committee Settlement, the Terminated Restructuring Support Agreement, the Disclosure Statement or Statement, the Plan, the Transaction Agreements, the DIP Facilities, the Chapter 11 Cases, the filing of the Chapter 11 CaseCases, the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance or distribution of securities Securities pursuant to the Plan, or the distribution of property under the Plan Plan, the Transaction Agreements, or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of Date related or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding foregoing. Notwithstanding anything to the contrary in this sectionthe foregoing, the releases set forth above do not release (i) any claims or Causes of Action by the Holders of TCEH First Lien Claims, the TCEH First Lien Agent, or the TCEH First Lien Notes Trustee against one or more Holders of TCEH First Lien Claims, the TCEH First Lien Agent, or the TCEH First Lien Notes Trustee arising from or in connection with the TCEH First Lien Creditor Allocation Disputes, (ii) any post-Effective Date obligations of any party or Entity under the Plan, (iii) any Restructuring Transaction, (iv) any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, (v) claims or Causes of Action asserted by any Holder of Allowed Class C3 Claims against one or more Holders of Allowed Class C3 Claims (other than the TCEH First Lien Agent, except in the TCEH First Lien Agent’s capacity as a nominal defendant to declaratory judgment claims in respect of which no monetary recovery is sought) solely with respect to the TCEH First Lien Creditor Deposit L/C Collateral Allocation Dispute, [or (vi) the claims and Causes of Action set forth in Section 6.12 of the Parent Disclosure Letter delivered in connection with the Merger Agreement shall not be released or discharged. ] Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any claims or Causes of Action against the Plan Sponsor relating to the Debtors’ pursuit of regulatory approvals under the Original Confirmed Plan or claims or Causes of Action that may be brought by the Plan Sponsor against another party who brings a claim or Cause of Action against the Plan Sponsor in connection with the Debtors’ pursuit of regulatory approvals under the Original Confirmed Plan. Notwithstanding anything to the contrary in the foregoing, and for the avoidance of doubt, the TCEH Settlement Claim shall be treated, released, and discharged on the EFH Effective Date.

Releases by Holders of Claims and Interests. As of the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, each of the Releasing Parties Party shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and foreverforever released, released waived and discharged the each Debtor, Reorganized Debtor, and each other Released Party from any and all claims, interestsClaims, obligations, rights, suits, damages, causes Causes of actionAction, remedies, and liabilities whatsoever, including any derivative Claims asserted or that may be asserted on behalf of the Debtors or their Estates, that such Entity would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim or Interest, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, DIP Financing, Equity Commitment, Interim Fleet Financing Facility, DFLF Facility, Canada Fleet Financing Facility, HVF Facility Documents, HVF II Facility, HVF II Facility Documents, Donlen Sale, HHN Restructuring, HIL Facility, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized DebtorCommitment Letter, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the PlanDonlen Canada Securitization Facility, the business or contractual arrangements between the Debtor and any Released PartyAustralian Securitization Facility, the Debtor’s in- or out-of-court restructuring efforts, intercompany transactionsLombard Vehicle Financing Facility, the Chapter 11 CaseSecond Lien Note Documents, the formulation, preparation, dissemination, negotiationor negotiation of the Plan, filing, or consummation of the Disclosure Statement, the Plan, the Transaction Plan Support Agreement, the Equity Commitment Documents, any Definitive Document, or any restructuring transactionRestructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the filing of Disclosure Statement, the Chapter 11 CaseCases, the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance or distribution of securities Securities pursuant to the Plan, or the distribution of property under the Plan Plan, or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth in this Article VIII.D shall not be construed as (i) releasing any Released Party from Claims or Causes of Action arising from an act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as is judicially determined by a Final Order to have constituted actual fraud, willful misconduct, or gross negligence, (ii) releasing any post-Effective Date obligations of a court of competent jurisdiction; provided that any right to enforce party or Entity under the Plan, the Definitive Documents, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan and Confirmation Order is not so released by this section; providedSupplement) executed to implement the Plan, further, however, that nothing or (iii) except as set forth in this section shall operate as a releasePlan, waiverreleasing any obligation of HHN, discharge HUK, or impairment any of any Cause of Action related to the HHN’s non-occurrence of Debtor subsidiaries under the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this sectionHHN Notes Documents.