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

Releases by Holders of Claims and Interests. 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 foregoing entities, is deemed to have released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Claims and Causes of Action, whether known or unknown, including any derivative claims, asserted or assertable on behalf of any of the Debtors, 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 Debtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of any security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the 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 Cases, the TSA, the formulation, preparation, dissemination, negotiation, entry into or filing of, as applicable, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the Plan, the Plan Supplement, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the TSA, the Merger Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, 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, distribution or 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. Notwithstanding anything to the contrary in the 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. Notwithstanding anything contained in the Plan to the contrary, as 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 foregoing entities, is Releasing Parties shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged each the Debtor, Reorganized Debtor, and each Released Party from any and all Claims claims, interests, obligations, rights, suits, damages, causes of action, remedies, and Causes of Actionliabilities 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 DebtorsDebtor, 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 Debtors (including the management, ownership or operation thereof)Debtor, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors Debtor or the Reorganized DebtorsDebtor, 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 Debtors’ business or contractual arrangements between the Debtor and any Released Party, the Debtor’s 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 Cases, the TSACase, the formulation, preparation, dissemination, negotiation, entry into filing, or filing of, as applicable, the TSA and related prepetition transactions, the Definitive Documents, consummation of the Disclosure Statement, the Plan, the Plan SupplementTransaction Support Agreement, 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, Statement or the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 CasesCase, the pursuit of Confirmationconfirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance, issuance or distribution or 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. Notwithstanding , 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 the 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 Releasethis section.

Releases by Holders of Claims and Interests. Notwithstanding anything contained in the Plan herein to the contrary, as 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 Releasing PartyParty (defined below) shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, finally, and forever released and discharged the Debtors and the other Released Parties, including 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 itself themselves and its their respective successors, assigns, and 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, is deemed to have released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Claims past or present Claims, Equity Interests, indebtedness and Causes obligations, rights, suits, losses, damages, injuries, costs, expenses, causes of Actionaction, whether known or unknownremedies, and liabilities whatsoever, including any derivative claimsClaims, asserted or assertable on behalf of any 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 hereafter arising, in law, equity, or otherwise, whether for tort, fraud, contract violations of the Debtorsfederal or state laws or otherwise, those causes of action based on veil piercing or alter-ego theories of liability, contribution, indemnification, joint or 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 Debtors (including the capital structure, management, ownership ownership, or operation thereof), the purchaseDebtors’ restructuring efforts, salethe Chapter 11 Cases, or rescission of any security of the Debtors or Reorganized DebtorsRestructuring, the subject matter of, or the transactions or events giving rise to, any Claim or Equity Interest that is treated in the Plan, the Debtors’ in- business or out-of-court contractual arrangements between any Debtor or any other Released Party, on the one hand, and any Releasing Party, on the other hand, the restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims of Claims and Equity Interests prior to or defenses to Claims asserted against the Debtors), intercompany transactions, during the Chapter 11 Cases, the TSAnegotiation, formulation, or preparation of the Restructuring, the formulation, preparation, dissemination, negotiation, entry into or filing of, as applicableRSA, the TSA and related prepetition transactions, the Definitive DocumentsPlan, the Disclosure Statement, the Plan, the Plan Supplement, Supplement or any Restructuring Transactionrelated agreements, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the TSA, the Merger Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 Casesdocuments, the pursuit of Confirmationconfirmation, 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, distribution or conversion of securities pursuant to the Merger Agreement, the Plan, Plan or the distribution of distributions and related documents or other property under the Plan or any other related agreement, including the Merger AgreementPlan, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Plan Effective Date. Notwithstanding anything Date arising from or relating to any of the foregoing other than claims or liabilities 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 contrary in extent as determined by a final order of a court of competent jurisdiction; provided, however, that the foregoing, the releases set forth above do foregoing “Third-Party Releases” shall not operate to waive or release any post-Plan Effective Date obligations of any party or Entity under the Plan, the Merger AgreementConfirmation 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 implement the Plan, including the assumption of the Indemnification Provisions as set forth in Exit Facilities Documents, or any claim or obligation arising under the Plan. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party ReleaseReleases, 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 isReleases 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 ReleaseReleases; (e) in the best interests of the Debtors and their Estatesestates; (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 claim or Cause cause of Action action released pursuant to the Third-Party ReleaseReleases.

Releases by Holders of Claims and Interests. Notwithstanding anything contained in the Plan to the contrary, as As of the Effective Date, each the 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 foregoing entities, is Parties shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged each Debtorthe Debtors, the Reorganized DebtorDebtors, the Estates, and the Released Party Parties from any and all Claims Claims, Interests, obligations, rights, liabilities, actions, 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 Causes crossclaims (including all claims and actions against any Entities under the Bankruptcy Code) whatsoever, whether for tort, fraud, contract, violations of Actionfederal or state securities laws, Avoidance Actions, including any derivative Claims, asserted on behalf of the Debtors, whether known or unknown, including any derivative claimsforeseen or unforeseen, asserted existing or assertable on behalf of any of the Debtorshereinafter arising, in law, equity, or otherwise, that such 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 Debtors (including Debtors, the managementDebtors’ restructuring, ownership or operation thereof)the Chapter 11 Cases, the Transaction, the purchase, sale, or rescission of the purchase or sale of any security Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Debtors’ in- business or outcontractual arrangements between any Debtor and any Released Party, prepetition contracts and agreements with one or more Debtors (including the SuperMedia Secured Credit Agreement and other agreements reflecting long-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtorsterm indebtedness), intercompany transactionsthe SuperMedia Support Agreement, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, the TSAnegotiation, the formulation, preparation, dissemination, negotiation, entry into solicitation or filing of, as applicable, preparation of the TSA and related prepetition transactions, the Definitive DocumentsPlan, the Disclosure Statement, the Plan, the Plan Supplement, or any Restructuring Transactionrelated agreements, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the TSAdocuments, the Merger Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, 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, distribution or 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 DateDate of the Plan. Notwithstanding anything to the contrary in the foregoing, the releases release set forth above do does not release any post-obligations arising on or after the 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. Notwithstanding anything contained in the Plan to the contrary, as As of the Effective Date, each the 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 foregoing entities, is Parties shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged each Debtorthe Debtors, the Reorganized DebtorDebtors, the Estates, and the Released Party Parties from any and all Claims Claims, Interests, obligations, rights, liabilities, actions, 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 Causes crossclaims (including all claims and actions against any Entities under the Bankruptcy Code) whatsoever, whether for tort, fraud, contract, violations of Actionfederal or state securities laws, Avoidance Actions, including any derivative Claims, asserted on behalf of the Debtors, whether known or unknown, including any derivative claimsforeseen or unforeseen, asserted existing or assertable on behalf of any of the Debtorshereinafter arising, in law, equity, or otherwise, that such 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 Debtors (including Debtors, the managementDebtors’ restructuring, ownership or operation thereof)the Chapter 11 Cases, the Transaction, the purchase, sale, or rescission of the purchase or sale of any security Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Debtors’ in- business or outcontractual arrangements between any Debtor and any Released Party, prepetition contracts and agreements with one or more Debtors (including the Credit Agreements and other agreements reflecting long-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtorsterm indebtedness), intercompany transactionsthe Dex One Support Agreement, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, the TSAnegotiation, the formulation, preparation, dissemination, negotiation, entry into solicitation or filing of, as applicable, preparation of the TSA and related prepetition transactions, the Definitive DocumentsPlan, the Disclosure Statement, the Plan, the Plan Supplement, or any Restructuring Transactionrelated agreements, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the TSAdocuments, the Merger Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, 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, distribution or 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 DateDate of the Plan. Notwithstanding anything to the contrary in the foregoing, the releases release set forth above do does not release any post-obligations arising on or after the 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. Notwithstanding anything contained in the Plan to the contrary, as As of the Effective Date, each Releasing Partyexcept for the rights that remain in effect from and after the Effective Date to enforce the Plan and the Plan Documents, in each case on behalf for good and valuable consideration, the adequacy of itself which is hereby confirmed, including, the service of the Released Parties to facilitate the reorganization of the Debtors and its respective successors, assignsthe implementation of the Restructuring, and representativesexcept as otherwise provided in the Plan or in the Confirmation Order, and any and all other entities who may purport to assert any Cause of Actionthe Released Parties, directly or derivatively, by, through, or because of the foregoing entities, is are deemed to have forever released and discharged each Debtorby (i) subject to the penultimate 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 Released Party (v) the Statutory Committees from any and all Claims and claims, interests, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, whether known or unknownReleased and Settled Claims, losses, remedies, and liabilities whatsoever, including any derivative claims, asserted or assertable on behalf of any 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, 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 Debtors (including Debtors, the management, ownership or operation thereof)Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Debtors’ in- business or out-of-court restructuring effortscontractual arrangements between any Debtor and any Released Party (including, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the DebtorsRevolving Credit Documents and the Indentures), intercompany transactionsthe DIP Facility, the Restructuring, the restructuring of any Claim or Interest before or during the Chapter 11 Cases, the TSARestructuring 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, entry into or filing of, as applicable, the TSA and related prepetition transactions, the Definitive Documents, preparation of the Disclosure Statement, the PlanPlan and related agreements, instruments, and other documents (including the Plan Documents, the Plan Supplement, or any Restructuring Transaction, contract, instrument, release, or other Support Agreement and the trust agreement or document created or entered into in connection with creating the TSAAUNC Trust), the Merger Agreement, the Disclosure Statement, solicitation of votes with respect to the Plan, the Plan Supplement, the Chapter 11 Cases, 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, distribution or conversion of securities pursuant to the Merger Backstop Commitment Agreement, the Plan, 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, including the Merger Agreement, or upon any other related act or omission, transactionexcept for Claims related to any act or omission that is determined in a Final Order by a court of competent jurisdiction to have constituted actual fraud or willful misconduct, agreement, event, or other occurrence taking place on or before but in all respects such Entities shall be entitled to reasonably rely upon the Effective Date. Notwithstanding anything advice of counsel with respect to their duties and responsibilities pursuant to the contrary in Plan. For the avoidance of doubt, notwithstanding the foregoing, the releases set forth above do a Release Opt-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 post-Effective Date obligations of any party or Entity under way 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 exculpation of the Indemnification Provisions Exculpated Parties as set forth in Section 10.8 of the Plan. Entry For the avoidance of doubt, the foregoing releases shall not release the indemnification rights of the Confirmation Order shall constitute (i) Secured Notes Indenture Trustee under the Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the Secured Notes Indentures and any 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, equitabledocumentation, and reasonable; (gii) given the Unsecured Notes Indenture Trustee under the Unsecured Notes Indentures 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 Releaserelated documentation.

Releases by Holders of Claims and Interests. Notwithstanding anything contained in the Plan to the contrary, as As of the Effective Date, each Releasing Partyexcept for the rights that remain in effect from and after the Effective Date to enforce this Plan and the Definitive Documents, in each case on behalf for good and valuable consideration, the adequacy of itself which is hereby confirmed, including, without limitation, the service of the Released Parties to facilitate the reorganization of the Company and its respective successors, assignsthe implementation of the Restructuring, and representativesexcept as otherwise provided in this Plan or in the Confirmation Order, the Released Parties are deemed forever released and discharged, to the maximum extent permitted by law, by (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 any and all other entities (iv) the holders of Claims or Interests who may purport vote to assert any Cause reject the Plan but do not opt out of Actiongranting the releases set forth herein, directly or derivatively, by, through, or because of the foregoing entities, is deemed to have released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Claims and Claims, obligations, rights, suits, judgments, damages, demands, debts, rights, Causes of Action, whether known or unknownremedies, losses, and liabilities whatsoever, including any derivative claims, asserted or assertable on behalf of any of the DebtorsCompany, 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, 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 Debtors (including Company, the management, ownership or operation thereof)Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors Company or the Reorganized DebtorsCompany, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Debtors’ in- business or out-of-court contractual arrangements between the Company and any Released Party, the Restructuring, the restructuring efforts, of any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims Claim or defenses to Claims asserted against the Debtors), intercompany transactions, Interest before or during the Chapter 11 Cases, the TSA, the formulation, preparation, dissemination, negotiation, entry into or filing of, as applicable, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the PlanRestructuring Support Agreement, and the Plan and related agreements, instruments, and other documents (including the Definitive Documents), and the negotiation, formulation, or preparation thereof, the Plan Supplement, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection solicitation of votes with the TSA, the Merger Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, 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, distribution or conversion of securities pursuant respect 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, other than Claims or other occurrence taking place on Causes of Action arising out of or before the Effective Date. Notwithstanding anything to the contrary in the 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 act or omission of the Releasing Parties asserting any Claim a Released Party that constitutes fraud, gross negligence or Cause of Action released pursuant to the Third-Party Releasewillful misconduct.

Releases by Holders of Claims and Interests. Notwithstanding anything contained in the Plan to the contrary, as 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 foregoing entities, Party is deemed to have released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Claims and Causes of Action, whether known or unknown, including any derivative claims, asserted or assertable on behalf of any of the Debtors, 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 Debtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of any security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions intercompany transactions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtorsincluding dividends paid), intercompany transactionstransactions pursuant and/or related to the DIP Facility, Bridge Financing Facility, the Chapter 11 CasesSecond Lien Credit Agreement, the TSANotes, 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, entry into or filing of, as applicable, Filing of the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the Plan, the Plan SupplementRestructuring Support Agreement, or any Restructuring 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 TSA, the Merger Restructuring Support Agreement, the Disclosure Statement, the Plan, the Plan SupplementDefinitive Documentation, the DIP Facility, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance, issuance or distribution or conversion of securities Securities pursuant to the Merger Agreement, the Plan, or the distribution of property under the Plan Plan, the Definitive Documentation, 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 DateDate related or relating to the 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 Merger Agreement, any Restructuring Transaction, or (y) any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including and (ii) nothing in this provision 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 assumption result of the Indemnification Provisions as set forth in the Plangross negligence, fraud, or willful misconduct. Entry of the Confirmation Order shall constitute the Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party ReleaseReleases 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 the Third-Party Release issuch releases are: (a1) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d2) a good faith settlement and compromise of the Claims claims released by the Third-Party Releasesuch releases; (e3) in the best interests of the Debtors and their Estatesall Holders of Claims and Interests; (f4) fair, equitable, equitable and reasonable; (g5) given and made after due notice and opportunity for hearing; and (h6) a bar to any of the Releasing Parties asserting any Claim claim or Cause cause of Action action released pursuant to the Third-Party Releasesuch releases.

Releases by Holders of Claims and Interests. Notwithstanding anything contained As of the Effective Date, 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 contraryfullest extent permissible under applicable law, as of such law may be extended or integrated after 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 foregoing entities, is shall be deemed to have conclusively, absolutely, unconditionally, irrevocably and forever, released and discharged each Debtorthe Debtors, the Reorganized Debtor, Debtors and the Released Party Parties from any and all Claims and 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, including any derivative claimsforeseen or unforeseen, asserted existing or assertable on behalf of any of the Debtorshereafter arising, in law, equity or otherwise, 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 Debtors (including Debtors, the managementDebtors’ restructuring, ownership or operation thereof)the Chapter 11 Cases, the purchase, sale, sale or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Debtors’ in- business or out-of-court contractual arrangements between any Debtor and any Released Party, the restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims of Claims and Interests before or defenses to Claims asserted against the Debtors), intercompany transactions, during the Chapter 11 Cases, the TSA, the formulation, preparation, dissemination, negotiation, entry into formulation or filing of, as applicable, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, preparation of the Plan, the Plan Supplement, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the TSA, the Merger Support and Lock-Up Agreement, the Disclosure StatementExit Loan Agreement, the DIP Loan Agreement, the Exit Revolver Agreement, the Investment Agreement, or related agreements, instruments or other documents, the solicitation of votes with respect to the Plan, the Plan Supplement, the Chapter 11 Cases, 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, distribution or 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, event or other occurrence taking place on or before the Effective Date. Notwithstanding anything ; except that nothing in this Section shall be construed to the contrary in the 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, entity from intentional fraud 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 criminal conduct 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 determined 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 ReleaseFinal Order.

Releases by Holders of Claims and Interests. Notwithstanding anything contained in the Plan to the contrary, as 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 Releasing Party, in each case on behalf holder 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 a Claim or derivatively, by, through, or because of the foregoing entities, is an Interest shall be deemed to have conclusively, absolutely, unconditionally, irrevocably and forever, released and discharged each Debtorthe Debtors, the Reorganized Debtor, Debtors and the Released Party Parties from any and all Claims and 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, including any derivative claimsforeseen or unforeseen, asserted existing or assertable on behalf of any of the Debtorshereafter arising, in law, equity or otherwise, 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 Debtors (including Debtors, the managementDebtors’ restructuring, ownership or operation thereof)the Chapter 11 Cases, the purchase, sale, sale or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Debtors’ in- business or out-of-court contractual arrangements between any Debtor and any Released Party, the restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims of Claims and Interests before or defenses to Claims asserted against the Debtors), intercompany transactions, during the Chapter 11 Cases, the TSAnegotiation, formulation or preparation of the Plan, Disclosure Statement or related agreements, instruments or other documents, the formulation, preparation, dissemination, negotiation, entry into or filing of, as applicable, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, solicitation of votes with respect to the Plan, the Plan Supplement, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the TSA, the Merger Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, 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, distribution or conversion of securities pursuant to the Merger Agreement, the Plan, Backstop Agreement or the distribution of property under the Plan or any other related agreementRights Offering, including the Merger Agreement, or upon any other related act or omission, transaction, agreement, event, event or other occurrence taking place on or before the Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any post-Effective Date obligations other than Claims or liabilities arising out 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 relating to any act or omission of the Releasing Parties asserting any Claim a Released Party that is a criminal act or Cause of Action released pursuant to the Third-Party Releaseconstitutes intentional fraud.

Releases by Holders of Claims and Interests. Notwithstanding anything contained 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 Plan to the contraryConfirmation Order, as of on and after the Effective Date, in exchange for good and valuable consideration provided by each of the Released Parties, the adequacy of which is hereby confirmed, each Released Party and its respective assets and property are, and are deemed to be, hereby conclusively, absolutely, unconditionally, irrevocably and forever, released and discharged by each Debtor, Reorganized Debtor, the Debtors’ Estates and each Releasing Party, in each case on behalf of itself and its respective successors, assigns, and representatives, themselves and any and all other entities Entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing entitiesEntities, is deemed to have released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Claims and Causes of Action, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, in law, equity, contract, tort, or otherwise, including any derivative claims, claims asserted or assertable on behalf of any of the Debtors, 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 Debtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of any security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Debtors’ in- in‑ or out-of-court out‑of‑court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims intercompany transactions between or defenses to Claims asserted against the Debtors), intercompany transactionsamong a Debtor and another Debtor, the Chapter 11 Cases, the TSA, the formulation, preparation, dissemination, negotiation, entry into execution, amendment, or filing of, as applicableof the Plan Support Agreement, the TSA and related prepetition transactionsExit RBL/Term Loan A Facility, the Definitive 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 Plan Supplement), or any Restructuring Transaction, contract, instrument, release, or other agreement or document relating to any of the foregoing, created or entered into in connection with the TSA, the Merger Agreement, the Disclosure Statement, the Plan, the Plan Supplement, before or during the Chapter 11 Cases, any preference, fraudulent transfer, or other avoidance claim arising pursuant to chapter 5 of the filing of Bankruptcy Code or other applicable law, the Chapter 11 CasesCases (including the filing thereof), the pursuit of Confirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance, issuance or distribution or conversion of securities pursuant to the Merger Agreement, Plan (including the PlanNew Preferred Stock and the New Common Stock), or the distribution of property under the Plan or any other related agreement, including the Merger Agreementbusiness 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 DateDate 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 post‑Effective Date obligations of any party or Entity under the Plan, the Merger 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 assumption 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 competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence by such Person. For the avoidance of doubt, nothing in this Plan shall be deemed to be, or construed as, a release, waiver, or discharge of any 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 ReleaseProvisions.

Releases by Holders of Claims and Interests. Notwithstanding anything contained As of the Plan Effective Date, except for the 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 to Supplement and the contraryobligations contemplated by the Restructuring, as of on and after the Plan Effective Date, each the Released Parties will be deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged, to the maximum extent permitted by law, by the Releasing PartyParties, 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 foregoing entities, is deemed to have released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Claims and Causes of Action, whether known or unknown, Action whatsoever (including any derivative claims, asserted or assertable on behalf of any of the Debtors, the Reorganized Debtors, or their 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 Debtors (including Debtors, the managementReorganized Debtors, ownership or operation thereof)their Estates, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Debtors’ in- business or out-of-court restructuring efforts, contractual arrangements or interactions between any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactionsDebtor and any Released Party, the Chapter 11 CasesRestructuring, the TSA, the formulation, preparation, dissemination, negotiation, entry into or filing of, as applicable, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the Plan, the Plan Supplement, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the TSA, the Merger Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, the filing restructuring of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance, distribution or 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. Notwithstanding anything to the contrary in the 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.Interest before or

Releases by Holders of Claims and Interests. 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 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 foregoing entities, is shall be deemed to have released conclusively, absolutely, unconditionally, irrevocably, and forever, released, and discharged each Debtorthe Debtors, the Reorganized DebtorDebtors, and the Released Party Parties from any and all Claims and Claims, obligations, rights, suits, damages, Causes of Action, whether known or unknownremedies, and liabilities whatsoever, including any derivative claims, Claims or Causes of Action asserted or assertable that may be asserted on behalf of any of the DebtorsDebtors 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, based on or relating to, or in any manner arising from, in whole or in part, any act or omission, transaction, agreement, event, or other occurrence taking place on or before the Debtors (Effective Date, including any Claims or 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, ownership transactions, ownership, or operation thereof)of the Debtors, the purchase, sale, sale or rescission of any security of the Debtors or the Reorganized DebtorsDebtors (which includes, for the avoidance of doubt, all claims and Causes of Action asserted or assertable in the Securities Class Action), the subject matter ofDIP Facility, or the transactions or events giving rise toConvertible Notes Agreements, the Miner Equipment Lender Agreements, the Mortgage Agreements, the General Contracts, any Claim or Interest that is treated in the Plan, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses and all agreements relating to Claims asserted against the Debtors), intercompany transactions, the Chapter 11 Cases, the TSAM&M Liens, the formulation, preparation, dissemination, solicitation, negotiation, entry into into, or filing of, as applicable, of the TSA and related prepetition transactions, Plan (including the Definitive DocumentsPlan Supplement), the Disclosure Statement, the Plan, the Plan Supplement, 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 TSA, the Merger Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 CasesDisclosure Statement, the filing of 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, confirmation and consummation of the pursuit of consummationPlan, the administration and implementation of the PlanPlan or Confirmation Order, including the issuance, issuance or distribution or conversion of securities pursuant to the Merger AgreementPlan (including, but not limited to, the PlanNew Common Interests), or the distribution of property under the Plan 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. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do in this Section 10.6(b) (i) shall only be applicable to the maximum extent permitted by law; and (ii) shall not release be construed as (a) releasing any Released Party from Claims or Causes of Action arising from an act or omission that is judicially determined by a Final Order to have constituted actual fraud (provided that actual fraud shall not exempt from the scope of these third-party releases any Claims or Causes of Action arising under sections 544 or 548 of the 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 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. Notwithstanding anything contained in the Plan to the contrary, as 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 foregoing entities, is Releasing Parties shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged each the Debtor, Reorganized Debtor, and each Released Party from any and all Claims claims, interests, obligations, rights, suits, damages, causes of action, remedies, and Causes of Actionliabilities 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 DebtorsDebtor, 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 Debtors (including the management, ownership or operation thereof)Debtor, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors Debtor or the Reorganized DebtorsDebtor, 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 Debtors’ business or contractual arrangements between the Debtor and any Released Party, the Debtor’s 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 Cases, the TSACase, the formulation, preparation, dissemination, negotiation, entry into filing, or filing of, as applicable, the TSA and related prepetition transactions, the Definitive Documents, consummation of the Disclosure Statement, the Plan, the Plan SupplementTransaction Support Agreement, 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, Statement or the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 CasesCase, the pursuit of Confirmationconfirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance, issuance or distribution or 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. Notwithstanding , 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 the 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 Planthis 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, 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 good-faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of the Debtors Debtor and their Estatesits 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 claim or Cause of Action released pursuant to the Third-Party Release.

Releases by Holders of Claims and Interests. 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 foregoing entities, Party is deemed to have released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Claims and Causes of Action, whether known or unknown, including any derivative claims, asserted or assertable on behalf of any of the Debtors, 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 Debtors (including the management, ownership ownership, or operation thereof), the purchase, sale, or rescission of any security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the 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 Cases, the TSAActions, the formulation, preparation, dissemination, negotiation, entry into or filing ofof the Restructuring Support Agreement, as applicableor any transaction 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 TSA and related prepetition transactions, Plan or the Definitive Documentsreliance 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, the Plan, the Plan Supplement, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the TSARights Offering, the Merger DIP Facility, the Debt Backstop Agreement, the Disclosure StatementEquity Backstop Agreement, the PlanExit Facility, the Plan SupplementExit ABL Facility, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance, issuance or distribution or 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 AgreementPlan, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective DateDate related or relating to 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, any post-Effective Date transaction contemplated by the Merger Agreement, any Restructuring TransactionRestructuring, 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 Plan or (b) any individual from any claim related to an act or omission that is determined in the Plana 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 Thirdthis third-Party Releaseparty 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 this third party release is: (a1) consensual; (b2) essential to the confirmation of the Plan; (c3) given in exchange for the good and valuable consideration provided by the Released Parties; (d4) a good good-faith settlement and compromise of the Claims released by the Thirdthird-Party Releaseparty release; (e5) in the best interests of the Debtors and their Estates; (f6) fair, equitable, and reasonable; (g7) given and made after due notice and opportunity for hearing; and (h) 8) a bar to any of the Releasing Parties asserting any Claim claim or Cause of Action released pursuant to the Third-Party Releasethis third party release.

Releases by Holders of Claims and Interests. Notwithstanding anything contained in the Plan to the contrary, as As of the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, 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 foregoing entities, is Party shall be deemed to have released conclusively, absolutely, unconditionally, irrevocably, and forever released, waived and discharged each Debtor, Reorganized Debtor, and other Released Party from any and all Claims and Claims, obligations, rights, suits, damages, Causes of Action, whether known or unknownremedies, and liabilities whatsoever, including any derivative claims, Claims asserted or assertable that may be asserted on behalf of any of the DebtorsDebtors 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, based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the managementDebtors, ownership or operation thereof)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 any security of the Debtors or Reorganized DebtorsCommitment 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 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 transactionsAustralian Securitization Facility, the Chapter 11 CasesLombard Vehicle Financing Facility, the TSASecond Lien Note Documents, the formulation, preparation, dissemination, negotiation, entry into or filing of, as applicable, negotiation of the TSA and related prepetition transactions, the Definitive DocumentsPlan, the Disclosure Statement, the PlanPlan Support Agreement, the Plan SupplementEquity Commitment Documents, any Definitive Document, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the TSA, the Merger AgreementPlan, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance, issuance or distribution or conversion of securities Securities pursuant to the Merger Agreement, the Plan, or the distribution of property under the Plan 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 DateDate related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do in this Article VIII.D shall not release be construed as (i) releasing any Released Party from Claims or Causes of Action arising from an act or omission that 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 any party or Entity under the Plan, the Merger AgreementDefinitive Documents, 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 or (iii) except as set forth in the this Plan. Entry , releasing any obligation of the Confirmation Order shall constitute the Court’s approvalHHN, pursuant to Bankruptcy Rule 9019HUK, 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 or any of HHN’s non-Debtor subsidiaries under the Releasing Parties asserting any Claim or Cause of Action released pursuant to the Third-Party ReleaseHHN Notes Documents.

Releases by Holders of Claims and Interests. Notwithstanding anything contained in the Plan to the contrary, as As of the Effective Date, to the fullest extent of the law, 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 foregoing entities, Party is deemed to have released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Claims and Claims, Causes of Action, obligations, suits, judgments, damages, demands, losses, or liabilities whatsoever, whether known or unknown, including any derivative claimsforeseen or unforeseen, asserted existing or assertable on behalf of any of the Debtorshereinafter arising, in law, equity, or otherwise, that such 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 Debtors (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 Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the this Plan, the Debtors’ in- business or out-of-court restructuring efforts, contractual arrangements between any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactions, the Chapter 11 Cases, the TSADebtor and any Releasing Party, the formulation, preparation, dissemination, negotiation, entry into or filing of, as applicableFiling of the Restructuring Support Agreement, the TSA and related prepetition transactionsRestructuring Support Agreement, the Definitive Documents, restructuring of any Claim or Interest before or during the Disclosure Statement, the Plan, the Plan SupplementChapter 11 Cases, or 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 TSARestructuring Support Agreement, the Merger Restructuring Support Agreement, the Disclosure Statement, the Plan, the Plan Supplementrelated agreements, instruments, and other documents (including the Definitive Documentation), the Chapter 11 Cases, 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, distribution or 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. Notwithstanding anything to the contrary in the 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.11

Releases by Holders of Claims and Interests. Notwithstanding anything contained The Plan shall provide as follows (the “Holder Releases”): Except as otherwise expressly provided in the Plan Plan, pursuant to the contrary, as 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 Releasing PartyParty shall be deemed to have conclusively, in each case absolutely, unconditionally, irrevocably, and forever released, waived and discharged the Released Parties from, and covenanted not to xxx on account of, any and all claims, interests, obligations (contractual or otherwise), rights, suits, damages, Causes of Action (including Avoidance Actions), remedies, and liabilities whatsoever, including any derivative claims assertable by or 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 foregoing entities, is deemed to have released and discharged each a Debtor, Reorganized Debtor, and Released Party from any and all Claims and Causes of Action, whether known or unknown, including any derivative claimsforeseen or unforeseen, asserted fixed or assertable on behalf of any of the Debtorscontingent, matured or unmatured, disputed or undisputed, liquidated or unliquidated, existing or hereafter arising, in law, equity or otherwise, 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 Debtors (including Debtors, the managementChapter 11 Cases, ownership or operation thereof)the DIP Facility Claims, the Loan Claims, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Debtors’ in- business or out-of-court contractual arrangements between any Debtor and any Released Party, the restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims of Claims and Interests before or defenses to Claims asserted against the Debtors), intercompany transactions, during the Chapter 11 Cases, the TSAnegotiation, the formulation, preparation, disseminationconsummation, negotiationor dissemination of: (i) the Plan (including, entry into or filing offor the avoidance of doubt, as applicableany plan supplement), (ii) the TSA and related prepetition transactionsDIP Facility, (iii) the Definitive DocumentsWorking Capital Facility; (iv) the Priority Exit Facility, (v) the New Term Loan Facility, (vi) the Disclosure Statement, (vii) the Plan, the Plan SupplementRestructuring 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 TSAdocuments, the Merger Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, 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, distribution or 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 Plan Effective Date, other than claims or liabilities arising out of or relating to any act or omission of a Released Party that constitutes willful misconduct, fraud, or gross negligence. Notwithstanding anything to Exculpation The Plan shall provide: To the contrary fullest extent permitted by applicable law, no Exculpated Party shall have or incur, and each Exculpated Party shall be released and exculpated from, any claim or Cause of Action in connection with or arising out of the foregoingadministration of the Chapter 11 Cases; the negotiation and pursuit of the DIP Facility, the releases set forth above do not release any post-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 obligations Date; the administration of any party the Plan or Entity the property to be distributed under the Plan; the issuance of securities under or in connection with the Plan; the purchase, the Merger Agreement, any Restructuring Transactionsale, or rescission of the purchase or sale of any documentsecurity 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, instrumentbut in all respects such Persons shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. The Exculpated Parties have acted in compliance with the applicable provisions of the Bankruptcy Code with regard to the solicitation and distribution of securities 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 agreement (including those set forth in regulation governing the solicitation of acceptances or rejections of the Plan Supplement) executed or such distributions made pursuant to implement the Plan, including the assumption issuance of the Indemnification Provisions as set forth securities thereunder. This exculpation shall be 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, equitableaddition to, and reasonable; (g) given not in limitation of, all other releases, indemnities, exculpations, and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing other applicable law or rules protecting such Exculpated Parties asserting any Claim or Cause of Action released pursuant to the Third-Party Releasefrom liability.

Releases by Holders of Claims and Interests. Notwithstanding anything contained in To the Plan to the contraryfullest extent permitted by applicable law, as of on and after the Effective Date, for good and valuable consideration, each Releasing Party, in each case on behalf holder 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 a Claim against the foregoing entities, Debtor is deemed to have released and discharged each Debtor, Reorganized Debtor, and of the Released Party Parties from any and all Claims and Causes of Action, whether known or unknown, including any derivative claims, claims that could be asserted or assertable on behalf of any of the DebtorsDebtor, that such Entity the Debtor, the Reorganized Debtor, or its 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 Debtors Debtor (including the management, ownership or operation thereof), the purchaseDebtor’s restructuring efforts, saleintercompany transactions involving the Debtor or its subsidiaries, transactions involving the Debtor or rescission of any security of its subsidiaries pursuant and/or related to the Debtors or Reorganized DebtorsShared Services Agreement, the subject matter ofPower Purchase Agreement, or the transactions or events giving rise toTax Sharing Agreement, the Indenture, any Claim preference or Interest that is treated in avoidance claim relating to transfers made or obligations incurred by the PlanDebtor or its subsidiaries pursuant to sections 544, 547, 548, and 549 of the Debtors’ in- Bankruptcy Code 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 Cases, the TSAapplicable state law, the formulation, preparation, dissemination, negotiation, entry into or filing of, as applicable, negotiation of the TSA and related prepetition transactions, Restructuring Support Agreement or the Definitive Documents, the Disclosure Statement, the Plan, the Plan SupplementGenco Working Capital Facility, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the TSA, the Merger Restructuring Support Agreement, the Disclosure StatementExchange Offers, the Consent Solicitations, the Plan, the Plan Supplement, the Chapter 11 CasesCase, the filing of the Chapter 11 CasesCase, the pursuit of Confirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance, issuance or distribution or conversion of securities 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. Notwithstanding Date related or relating to the foregoing; provided, however, that notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release release: (a) any post-Effective Date obligations of any party or Entity entity under the Plan, the Merger Agreement, any Restructuring Transaction, Plan 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 against a Released Party (other than the Third-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 Release(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 subpart (c), the “Unreleased Dynegy Claims”).

Releases by Holders of Claims and Interests. Notwithstanding anything contained Except as expressly set forth in the Plan or the Confirmation Order, on the Effective Date, to the contraryfullest extent permissible under applicable law, as of 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 Debtors and the other Released Parties 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, irrevocably and forever release, waive and discharge (and each case entity so released shall be deemed released and discharged by the Releasing Parties) all claims (as such term “claim” is defined in section 101(5) of the Bankruptcy Code), obligations, debts, suits, judgments, damages, demands, rights, causes of action, remedies or liabilities whatsoever, including all derivative claims asserted or which could be asserted on behalf of itself a Debtor (other than all rights, remedies and its respective successors, assignsprivileges of any party under the Plan, and representativesthe 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 and all other entities who claims for any such loss such holder may purport suffer, have suffered or be alleged to assert any Cause of Action, directly or derivatively, by, through, or because suffer as a result of the foregoing entities, is deemed to have released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Claims and Causes Debtors commencing the Reorganization Cases or as a result of Actionthe Plan being consummated, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, including any derivative claimsforeseen or unforeseen, asserted then existing or assertable on behalf of any of the Debtorsthereafter arising, in law, equity or otherwise that such Entity would have been legally entitled to assert (whether individually or collectively)are based on, 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 Debtors (including Effective Date in any way relating to the management, ownership or operation thereof)Debtors, the purchaseReorganized Debtors, salethe Reorganization Cases, the purchase or sale or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Debtors’ in- business or out-of-court restructuring efforts, contractual arrangements between any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactionsDebtor and any Releasing Party, the Chapter 11 restructuring of Claims or Interests prior to or in the Reorganization Cases, the TSAPlan or the Disclosure Statement or any related contracts, the formulationinstruments, preparationreleases, disseminationagreements and documents; provided, negotiationhowever, entry into that in no event shall anything in this Section 8.4(c) be construed as a release of any (i) Intercompany Claim or filing of(ii) Person’s fraud, gross negligence, or willful misconduct, as applicabledetermined by a Final Order, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the Plan, the Plan Supplement, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection for matters with the TSA, the Merger Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, 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, distribution or conversion of securities pursuant respect 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. Notwithstanding anything to the contrary in the 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 ReleaseDebtors.

Releases by Holders of Claims and Interests. Notwithstanding anything contained 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 contraryfullest extent permissible under applicable law, as of such law may be extended or interpreted subsequent to the Effective Date, each Releasing Partyall holders of Claims and Interests, in each case on behalf consideration for the obligations of itself the Debtors and its respective successorsReorganized Debtors under this Plan, assignsthe 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 representativeseach entity (other than the Debtors) that has held, and any and all other entities who holds or may purport to assert any Cause of Actionhold a Claim or Interest, directly or derivativelyas applicable, by, through, or because of the foregoing entities, is will be deemed to have released consented to this Plan for all purposes and discharged each Debtorthe restructuring embodied herein and deemed to forever release, Reorganized Debtorwaive and discharge all claims, and Released Party from any and all Claims and demands, debts, rights, Causes of ActionAction or liabilities (other than the right to enforce the obligations of any party under this Plan and the contracts, instruments, releases, agreements and documents 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, including any derivative claimsforeseen or unforeseen, asserted then existing or assertable on behalf of any of the Debtorsthereafter arising, in law, equity or 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 Debtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of part on any security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the 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 Cases, the TSA, the formulation, preparation, dissemination, negotiation, entry into or filing of, as applicable, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the Plan, the Plan Supplement, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the TSA, the Merger Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, 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, distribution or 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, event or other occurrence taking place on or before prior to the Effective Date. Notwithstanding anything Date in any way relating to the contrary in the foregoingDebtors, their affiliates and former affiliates, the releases set forth above do not release any post-Effective Date obligations of any party or Entity under the PlanReorganized Debtors, the Merger Agreement, any Restructuring TransactionReorganization Cases, or any document, instrument, this Plan 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 ReleaseDisclosure Statement.

Releases by Holders of Claims and Interests. Notwithstanding anything contained 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 Plan to the contraryConfirmation Order, as of on and after the Effective Date, in exchange for good and valuable consideration provided by each of the Released Parties, the adequacy of which is hereby confirmed, each Released Party and its respective assets and property are, and are deemed to be, hereby conclusively, absolutely, unconditionally, irrevocably and forever, released and discharged by each Debtor, Reorganized Debtor, the Debtors’ Estates and each Releasing Party, in each case on behalf of itself and its respective successors, assigns, and representatives, themselves and any and all other entities Entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing entitiesEntities, is deemed to have released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Claims and Causes of Action, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, in law, equity, contract, tort, or otherwise, including any derivative claims, claims asserted or assertable on behalf of any of the Debtors, 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 Debtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of any security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Debtors’ in- in‑ or out-of-court out‑of‑court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims intercompany transactions between or defenses to Claims asserted against the Debtors), intercompany transactionsamong a Debtor and another Debtor, the Chapter 11 Cases, the TSA, the formulation, preparation, dissemination, negotiation, entry into execution, or filing of, as applicableof the Plan Support Agreement, the TSA and related prepetition transactionsExit RBL/Term Loan A Facility, the Definitive 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 Plan Supplement), or any Restructuring Transaction, contract, instrument, release, or other agreement or document relating to any of the foregoing, created or entered into in connection with the TSA, the Merger Agreement, the Disclosure Statement, the Plan, the Plan Supplement, before or during the Chapter 11 Cases, any preference, fraudulent transfer, or other avoidance claim arising pursuant to chapter 5 of the filing of Bankruptcy Code or other applicable law, the Chapter 11 CasesCases (including the filing thereof), the pursuit of Confirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance, issuance or distribution or conversion of securities pursuant to the Merger Agreement, Plan (including the PlanNew Preferred Stock and the New Common Stock), or the distribution of property under the Plan or any other related agreement, including the Merger Agreementbusiness 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 DateDate related or relating to any of the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any post-Effective post‑Effective Date obligations of any party or Entity under the Plan, the Merger 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 assumption Exit RBL/Term Loan A Facility Documentation and the Exit Term Loan B Facility Documentation or any Claim or obligation arising under the Plan. For the avoidance of doubt, nothing in this Plan shall be deemed to be, or construed as, a release, waiver, or discharge of any 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 ReleaseProvisions.

Releases by Holders of Claims and Interests. Notwithstanding anything contained Except as expressly set forth in the Plan or the Confirmation Order, on the Effective Date, to the contraryfullest extent permissible under applicable law, as of 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 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 consideration for the foregoing entities, is deemed to have released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Claims and Causes of Action, whether known or unknown, including any derivative claims, asserted or assertable on behalf of any of the Debtors, 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 Debtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of any security obligations of the Debtors or Reorganized Debtors, and the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the 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 Cases, the TSA, the formulation, preparation, dissemination, negotiation, entry into or filing of, as applicable, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the Plan, the Plan Supplement, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the TSA, the Merger Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, 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, distribution or 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. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any post-Effective Date obligations of any party or Entity Released Parties under the Plan, the Merger AgreementDistributions provided for under the Plan, any and the contracts, instruments, releases, agreements or documents executed and delivered in connection with the Plan and the Restructuring Transaction, or any document, instrument, or agreement (including those set forth in will be deemed to have consented to the Plan Supplementfor all purposes and the restructuring embodied herein and deemed to conclusively, absolutely, unconditionally, irrevocably and forever release, waive and discharge (and each entity so released shall be deemed released and discharged by the Releasing Parties) executed to implement all claims (as such term “claim” is defined in section 101(5) of the Bankruptcy Code), obligations, debts, suits, judgments, damages, demands, rights, causes of action, 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, including and the assumption 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 Indemnification Provisions Debtors commencing the Reorganization Cases or as set forth in a result of the Plan. Plan being consummated, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, Entry of the Confirmation Order shall will constitute the Bankruptcy Court’s approval, pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019, of the Third-Party Releasereleases in Sections 8.4(b) and (c), which includes by reference each of the related provisions and definitions contained herein, and, and further, shall will constitute the Bankruptcy Court’s finding that the Third-Party Release is: such releases are (ai) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Debtors and the other Released Parties; (d) a , representing good faith settlement and compromise of the Claims claims released by the Third-Party Release; herein, (eii) in the best interests of the Debtors and their Estates; all holders of Claims and Interests, (fiii) fair, equitable, and reasonable; , (giv) given and made approved after due notice and opportunity for hearing; , and (hv) a bar to any of the Releasing Parties asserting any Claim claim or Cause cause of Action action released pursuant by the Releasing Parties against any of the Debtors and the other Released Parties or their respective property. Notwithstanding anything to the Thirdcontrary 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 Releasefor 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 liabilities arising under the Internal Revenue Code, the environmental laws or 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 claim by any state or local authority whatsoever, including without limitation, any claim arising under the environmental laws or any criminal laws of any state or local authority against any Released Party that is a non-Debtor, nor shall anything in the Confirmation Order or the Plan enjoin any slate or local authority from bringing any claim, suit, action or other proceeding against any Released Party that is a non-Debtor for any liability whatever, including without limitation, any claim, suit or action arising under the environmental laws or any criminal laws of any state or local authority, nor shall anything in the Confirmation Order or the Plan exculpate any party from any liability to any state or local authority whatsoever, including 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 otherwise preclude: (i) any liability of the Debtors or Reorganized Debtors arising on or after the Effective Date: or (ii) any valid right of setoff or recoupment. Furthermore, nothing in the Plan or the Confirmation Order: (A) discharges, releases, or precludes any environmental liability that is not a claim (as that term is defined in the Bankruptcy Code), or any environmental claim (as the term “claim” is defined in the Bankruptcy Code) of a governmental unit that arises on or 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 the Debtors and Reorganized Debtors: or (D) enjoins a governmental unit from asserting or enforcing outside this Court any liability described in this paragraph.

Releases by Holders of Claims and Interests. 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 foregoing entities, Party is deemed to have released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Claims and Causes of Action, whether known or unknown, including any derivative claims, asserted or assertable on behalf of any of the Debtors, 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 Debtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of any security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the 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 Cases, the TSAActions, the formulation, preparation, dissemination, negotiation, entry into or filing of, as applicable, Filing of the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the Plan, the Plan SupplementRestructuring Support Agreement, or any Restructuring 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 TSA, the Merger Restructuring Support Agreement, the Disclosure 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 Cases, the pursuit of Confirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance, issuance or distribution or conversion of securities Securities pursuant to the Merger Agreement, the Plan, or the distribution of property under the Plan or any other related agreement, including the Merger AgreementPlan, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective DateDate related or relating to 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 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 Plan or (b) any individual from any claim related to an act or omission that is determined in the Plana 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-Third Party Release is: (a1) consensual; (b2) essential to the confirmation of the Plan; (c3) given in exchange for the good and valuable consideration provided by the Released Parties; (d4) a good good-faith settlement and compromise of the Claims released by the Third-Party Release; (e5) in the best interests of the Debtors and their Estates; (f6) fair, equitable, and reasonable; (g7) given and made after due notice and opportunity for hearing; and (h) 8) a bar to any of the Releasing Parties asserting any Claim claim or Cause of Action released pursuant to the Third-Party Release.

Releases by Holders of Claims and Interests. 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 foregoing entities, Party is deemed to have released and discharged each Debtor, Reorganized Debtor, Wind-Down Debtor, and Released Party from any and all Claims and Causes of Action, including Claims and Causes of Action identified, claimed, or released in the Disinterested Directors’ Settlement, as well as other Claims and Causes of Action, whether known or unknown, including any derivative claims, asserted or assertable on behalf of any of the Debtors, the Wind-Down Debtors, or their Estates (as applicable), 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 Debtors or the Wind-Down Debtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of any security of securities issued by the Debtors or Reorganized Debtors, and the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Planownership thereof, the Debtors’ in- or outthe Wind-of-court Down Debtors’ restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactions, the Tax Sharing Agreement, the Chapter 11 Cases, the TSA, the formulation, preparation, dissemination, negotiation, entry into or filing of, as applicableof the RSA, the TSA and related prepetition transactions, the Definitive DocumentsDIP Facility, the Disclosure Statement, the Plan, the Plan Supplement, the Disinterested Directors’ Settlement, 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 the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the TSARSA, the Merger AgreementDIP Facility, the Disclosure Statement, the Plan, the Plan Supplement, the Disinterested Directors’ Settlement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance, issuance or distribution or 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. 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 Merger Agreement, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the PlanPlan or (b) any individual from any claim or Causes of Action related to an act or omission that is determined in a Final Order by a court competent jurisdiction to have constituted actual fraud, including the assumption of the Indemnification Provisions as set forth in the Planwillful misconduct, or gross negligence. 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 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 claim or Cause of Action released pursuant to the Third-Party Release.

Releases by Holders of Claims and Interests. Notwithstanding anything contained in the Plan to the contrary, as As of the Effective Date, to the fullest extent permitted by law, each Releasing PartyHolder of a Claim or Interest that votes to accept this Plan, 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 Actionor who, directly or derivativelyindirectly, byis entitled to receive a distribution under the Plan, throughincluding Persons entitled to receive a distribution via an attorney, agent, indenture trustee or because securities intermediary, shall in consideration for the obligations of the foregoing entitiesDebtors and the Reorganized Debtors under this Plan and the Cash and the securities, is contracts, instruments, releases and other agreements or documents to be delivered in connection with this Plan, be deemed to have released forever released, waived and discharged each Debtorall claims, Reorganized Debtordemands, debts, rights, causes of action or liabilities (other than (x) the right to enforce the obligations under, and Released Party from the contracts, instruments, releases, agreements, and documents delivered, Reinstated or assumed under this Plan, and (y) any and all Claims and Causes claims or causes of Actionaction 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, including any derivative claimsforeseen or unforeseen, asserted then existing or assertable on behalf of any of thereafter arising, in law, equity or otherwise, relating to the Debtors, 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 Debtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of any security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the 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 Cases, the TSACCAA Proceedings, the formulation, preparation, dissemination, negotiation, entry into this Plan or filing of, as applicable, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the Plan, the Plan Supplement, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the TSA, the Merger Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, the filing existing as of the Chapter 11 CasesEffective 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, distribution or 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, transaction event, or other occurrence taking place on or before prior to the Effective Date. Notwithstanding anything , against the Released Parties; provided, however, that nothing in this section shall be construed to release any party from willful misconduct or gross negligence as determined by a Final Order; and provided, further, however, that each Holder of a Claim or Interest that is entitled to vote on this Plan may elect by checking the contrary in appropriate box provided on the foregoing, Ballot not to grant 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 Releasethis section 10.2(c).

Releases by Holders of Claims and Interests. Notwithstanding anything contained Except as expressly set forth in the Plan or the Confirmation Order, on the Effective Date, to the contraryfullest extent permissible under applicable law, as of 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 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 consideration for the foregoing entities, is deemed to have released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Claims and Causes of Action, whether known or unknown, including any derivative claims, asserted or assertable on behalf of any of the Debtors, 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 Debtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of any security obligations of the Debtors or Reorganized Debtors, and the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the 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 Cases, the TSA, the formulation, preparation, dissemination, negotiation, entry into or filing of, as applicable, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the Plan, the Plan Supplement, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the TSA, the Merger Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, 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, distribution or 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. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any post-Effective Date obligations of any party or Entity Released Parties under the Plan, the Merger AgreementDistributions provided for under the Plan, any and the contracts, instruments, releases, agreements or documents executed and delivered in connection with the Plan and the Restructuring Transaction, or any document, instrument, or agreement (including those set forth in will be deemed to have consented to the Plan Supplementfor all purposes and the restructuring embodied herein and deemed to conclusively, absolutely, unconditionally, irrevocably and forever release, waive and discharge (and each entity so released shall be deemed released and discharged by the Releasing Parties) executed to implement all claims (as such term “claim” is defined in section 101(5) of the Bankruptcy Code), obligations, debts, suits, judgments, damages, demands, rights, causes of action, 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, including and the assumption 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 Indemnification Provisions Debtors commencing the Reorganization Cases or as set forth in a result of the Plan. Plan being consummated, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, Entry of the Confirmation Order shall will constitute the Bankruptcy Court’s approval, pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019, of the Third-Party Releasereleases in Sections 8.4(b) and (c), which includes by reference each of the related provisions and definitions contained herein, and, and further, shall will constitute the Bankruptcy Court’s finding that the Third-Party Release is: such releases are (ai) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Debtors and the other Released Parties; (d) a , representing good faith settlement and compromise of the Claims claims released by the Third-Party Release; herein, (eii) in the best interests of the Debtors and their Estates; all holders of Claims and Interests, (fiii) fair, equitable, and reasonable; , (giv) given and made approved after due notice and opportunity for hearing; , and (hv) a bar to any of the Releasing Parties asserting any Claim claim or Cause cause of Action action released pursuant by the Releasing Parties against any of the Debtors and the other Released Parties or their respective property. Notwithstanding anything to the Thirdcontrary 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 Releasefor 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 liabilities arising under the Internal Revenue Code, the environmental laws or 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 claim by any state or local authority whatsoever, including without limitation, any claim arising under the environmental laws or any criminal laws of any state or local authority against any Released Party that is a non-Debtor, nor shall anything in the Confirmation Order or the Plan enjoin any state or local authority from bringing any claim, suit, action or other proceeding against any Released Party that is a non-Debtor for any liability whatever, including without limitation, any claim, suit or action arising under the environmental laws or any criminal laws of any state or local authority, nor shall anything in the Confirmation Order or the Plan exculpate any party from any liability to any state or local authority whatsoever, including 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 otherwise preclude: (i) any liability of the Debtors or Reorganized Debtors arising on or after the Effective Date; or (ii) any valid right of setoff or recoupment. Furthermore, nothing in the Plan or the Confirmation Order: (A) discharges, releases, or precludes any environmental liability that is not a claim (as that term is defined in the Bankruptcy Code), or any environmental claim (as the term “claim” is defined in the Bankruptcy Code) of a governmental unit that arises on or 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 the Debtors and Reorganized Debtors; or (D) enjoins a governmental unit from asserting or enforcing outside this Court any liability described in this paragraph.

Releases by Holders of Claims and Interests. Notwithstanding anything contained Except as otherwise expressly set forth in this Plan or the Confirmation Order, on and after the Plan to the contrary, as of the Effective Date, in exchange for good and valuable consideration, the adequacy of which is hereby confirmed, each Releasing Party, in each case on behalf of itself and its respective successors, assignsReleased Party is, 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 foregoing entities, is deemed to have be, hereby conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged by each Debtor, Reorganized Debtor, and Released Releasing Party from any and all Claims and Causes of Action, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, in law, equity, contract, tort, or otherwise, including any derivative claims, claims asserted or assertable on behalf of any of the Debtors, 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 Debtors (including the capital structure, management, ownership ownership, or operation thereof), the purchase, sale, or rescission of any security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims intercompany transactions between or defenses to Claims asserted against among a Debtor and another Debtor, the Debtors), intercompany transactionsDe-SPAC Transaction, the Chapter 11 Cases, the TSA, the formulation, preparation, dissemination, negotiation, entry into execution, or filing of, as applicable, Filing of the TSA and related prepetition transactions, the Definitive DocumentsRestructuring Support Agreement, the Disclosure Statement, the DIP Credit Agreements, the Prepetition 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 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, 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 Plan Supplement, before or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the TSA, the Merger Agreement, the Disclosure Statement, the Plan, the Plan Supplement, during the Chapter 11 Cases, the filing Filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance, issuance or distribution or conversion of securities 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 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, the releases set forth above do not release (i) any post-Plan Effective Date obligations of any party or Entity under the Plan, the Merger AgreementConfirmation Order, any Restructuring TransactionTransactions, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the assumption DIP Documents, the Exit Facility Documents, the Warrant Agreement, or any Claim or obligation arising under the Plan, or (ii) any claim or Cause of the Indemnification Provisions Action arising from an act or omission that is determined by a Final Order to 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 valuable consideration, the adequacy of which is hereby confirmed, on and after the Plan Effective Date, to the 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 ABL 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, rights, suits, damages, remedies and liabilities whatsoever based on or relating to, or in any manner arising from, in whole or in part, the 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 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 the 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, herein and, further, shall constitute the Court’s finding that the Third-Party Release is: (a) consensual; (b) essential to the confirmation 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 claim or Cause of Action released pursuant to the Third-Party Release.

Releases by Holders of Claims and Interests. Notwithstanding anything contained in the Plan to the contrary, as 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 foregoing entities, Party is deemed to have released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Claims and Causes of Action, whether known or unknown, including any derivative claims, claims asserted or assertable on behalf of any of the Debtors, 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, : 1. the Debtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of any security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the 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 Cases, the TSA, or the formulation, preparation, dissemination, negotiation, entry into or filing of, as applicable, Filing of the TSA and related prepetition transactions, the Definitive Documents, the Disclosure StatementRestructuring Support Agreement, the Plan, the Plan Supplement, Disclosure Statement or the Rights Offering Procedures; 2. any Restructuring 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 TSARestructuring Support Agreement, the Merger AgreementDisclosure Statement, or the Plan, including the Rights Offering; 3. the Chapter 11 Cases, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, the filing Filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance, issuance or distribution or conversion of securities Securities pursuant to the Merger Agreement, Plan or the PlanRights Offering, or the distribution of property under the Plan or any other related agreement, including the Merger 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, the releases set forth above do not release (i) any claims 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 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. Notwithstanding anything contained in the Plan to the contrary, as 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 foregoing entities, Party is deemed to have released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Claims and Causes of Action, including Claims and Causes of Action identified, claimed, or released in the Standing Motions, the Litigation Letters, or the Disinterested Directors Settlement, as well as all other Claims and Causes of Action, whether known or unknown, including any derivative claims, asserted or assertable on behalf of any of the Debtors, 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 Debtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of any security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions intercompany transactions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtorsincluding dividends paid), intercompany transactionstransactions pursuant and/or related to the Master Separation Agreement dated December 12, 2001, the Chapter 11 CasesTCEH Credit Agreement, the TSATCEH 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, entry into or filing of, as applicable, Filing of the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the PlanTerminated Restructuring Support Agreement, the Plan SupplementSupport 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 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 TSAPlan Support Agreement, the Merger New EFH/EFIH Plan Support Agreement, the EFH/EFIH Committee Settlement, the Terminated Restructuring Support Agreement, the Disclosure Statement, the Plan, the Plan SupplementTransaction Agreements, the DIP Facilities, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance, issuance or distribution or conversion of securities Securities pursuant to the Merger Agreement, the Plan, or the distribution of property under the Plan Plan, the Transaction Agreements, 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 DateDate related or relating to the foregoing. Notwithstanding anything to the contrary in the 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, the Merger Agreement, (iii) any Restructuring Transaction, or (iv) any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including (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 assumption 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 Indemnification Provisions as TCEH First Lien Creditor Deposit L/C Collateral Allocation Dispute, [or (vi) the claims and Causes of Action set forth in the Plan. Entry Section 6.12 of the Confirmation Order Parent Disclosure Letter delivered in connection with the Merger Agreement 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 not be released or discharged. ] Notwithstanding anything to the confirmation contrary in the foregoing, the releases set forth above do not release any claims or Causes of Action against the Plan; (c) given in exchange for Plan Sponsor relating to the good and valuable consideration provided Debtors’ pursuit of regulatory approvals under the Original Confirmed Plan or claims or Causes of Action that may be brought by the Released Parties; (d) Plan Sponsor against another party who brings 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 claim or Cause of Action released pursuant against the Plan Sponsor in connection with the Debtors’ pursuit of regulatory approvals under the Original Confirmed Plan. Notwithstanding anything to the Third-Party Releasecontrary 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. Notwithstanding anything contained in the Plan to the contrary, on the Confirmation Date and effective as of the Effective Date, each the Releasing Parties (regardless of whether a Releasing Party is a Released Party) conclusively, in each case on behalf of itself and its respective successorsabsolutely, assignsunconditionally, irrevocably, and representatives, forever discharge and any release (and all other entities who may purport to assert any Cause of Action, directly or derivatively, by, through, or because of each Entity so discharged and released shall be deemed discharged and released by the foregoing entities, is deemed to have released Releasing Parties) the Released Parties and discharged each Debtor, Reorganized Debtor, and Released Party their respective property from any and all Claims and Claims, Interests, obligations, debts, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including any derivative Claims asserted or which could be asserted on behalf of a Debtor, whether known or unknown, including any derivative claimsforeseen or unforeseen, asserted existing or assertable on behalf of any of the Debtorsarising, in law, equity or otherwise, 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 Debtors (including Debtors, the managementReorganized Debtors, ownership or operation thereof)the Transaction, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, 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 or Interest that is treated in the Plan, the Debtors’ in- business or out-of-court contractual arrangements between any Debtor and any Released Party, the restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims of Claims and Interests prior to or defenses to Claims asserted against the Debtors), intercompany transactions, in the Chapter 11 Cases, the TSAnegotiation, formulation, or preparation of the Support Agreement, the formulation, preparation, dissemination, negotiation, entry into or filing of, as applicable, the TSA and related prepetition transactions, the Definitive DocumentsPlan, the Disclosure Statement, the Plan, the Plan 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 TSA, the Merger Agreement, the Disclosure Statement, pursuant to the Plan, the Plan Supplement, or (2) with respect to Claims by Professionals related to Professionals’ final fee applications or accrued Professional compensation claims in the Chapter 11 Cases, 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, distribution or 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. Notwithstanding anything to the contrary in the 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 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 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.the

Releases by Holders of Claims and Interests. Notwithstanding anything contained in the Plan to the contrary, as As of the Effective Date, each Releasing Partyexcept as otherwise specifically provided in the Plan and to the fullest extent permitted by law, in each case on behalf for good and valuable consideration, Holders of itself Claims 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 foregoing entities, is Interests shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged each Debtor, Reorganized Debtor, the Debtors and the Released Party Parties from any and all Claims and Claims, Interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including any derivative Claims asserted on behalf of the Debtors, whether known or unknown, including any derivative claimsforeseen or unforeseen, asserted existing or assertable on behalf of any of the Debtorshereafter arising, in law, equity or otherwise, 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 Debtors (including Debtors, the management, ownership or operation thereof)Restructuring, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the PlanRestructuring, the Debtors’ in- business or out-of-court restructuring efforts, contractual arrangements between any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactionsDebtors and any Released Party, the Chapter 11 Casesrestructuring of Claims and Interests prior to or in the Restructuring, the TSAnegotiation, the formulation, preparation, dissemination, negotiation, entry into or filing of, as applicable, preparation of the TSA Restructuring Documents and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the Plan, the Plan Supplementdisclosures, or any Restructuring Transactionrelated agreements, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the TSAdocuments, the Merger Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, 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, distribution or 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. Notwithstanding anything , other than Claims or liabilities arising out of or relating to the contrary in the foregoing, the releases set forth above do not release any post-Effective Date obligations of any party act 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 omission of the Debtors and their Estates; or Released Party that constitutes willful misconduct (fincluding actual fraud) 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 Releasegross negligence.

Releases by Holders of Claims and Interests. Notwithstanding anything contained in the Plan to the contrary, as As of the Effective Date, each Releasing Party, in each case on behalf holder 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 a claim or derivatively, by, through, or because of the foregoing entities, is an interest shall be deemed to have released conclusively, absolutely, unconditionally, irrevocably, and forever, released, acquitted and discharged each Debtorthe Debtors, the Reorganized DebtorDebtors, and the Released Party Parties from any and all Claims 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 Causes of Action, whether known or unknownliabilities whatsoever, including any derivative claims, asserted or assertable on behalf of any of the Debtorsa Debtor, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, in law, equity or otherwise, in contract or tort, by statute or otherwise, that such Entity would have been legally entitled to assert entity (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 Debtors (including Debtors, the managementDebtors’ restructuring, ownership or operation thereof)the Debtors’ Chapter 11 Cases, the CCAA Proceeding, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, 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 Debtors’ in- business or out-of-court contractual arrangements between any Debtor and any Released Party, the restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims of claims and interests before or defenses to Claims asserted against the Debtors), intercompany transactions, during the Chapter 11 Cases, the TSACCAA Proceeding, the negotiation, formulation, preparation, dissemination, negotiation, entry into or filing of, as applicable, preparation of the TSA and related prepetition transactions, the Definitive DocumentsPlan, the Disclosure Statement, the Plan, the Plan Supplement, or any Restructuring Transactionrelated agreements, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the TSAdocuments, the Merger Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, 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, distribution or 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 relating to the Debtors taking place place, in each case, on or before the Effective Confirmation Date. Notwithstanding anything , other than claims or liabilities based on fraud or willful misconduct by a Released Party or a former officer or director of the Debtors, in each case as determined by a final order of a court of competent jurisdiction; provided, however, that nothing herein shall release (i) any obligation of Keystone and its subsidiaries to indemnify Xxxx Capital, LLC, its affiliates, partners, employees and agents pursuant to the contrary in the foregoing, the releases set forth above do not release any post-Effective Date obligations of any party or Entity under the Plan, the Merger Investment Management Agreement, which obligations shall survive termination of such agreement; (ii) any Restructuring Transactionobligation of Keystone and its subsidiaries to reimburse Xxxx Capital, LLC and Advent for out-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 Keystone and its subsidiaries to indemnify or to advance fees or reimburse any costs to their current or former directors or officers or Xxxx Capital, LLC or Advent or any of their respective partners, under its organizational documents, by-laws, employee indemnification policies, state law, 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.other agreement.6

Releases by Holders of Claims and Interests. Notwithstanding anything contained in the Plan to the contrary, as As of the Effective Date, each Releasing Party, in each case on behalf holder 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 a claim or derivatively, by, through, or because of the foregoing entities, is an interest shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged each Debtorthe Debtors, the Reorganized DebtorDebtors, and the Released Party Parties from any and all Claims claims, interests, obligations, rights, suits, damages, causes of action, remedies, and Causes of Action, whether known or unknownliabilities whatsoever, including any derivative claims, asserted or assertable on behalf of any of the Debtorsa Debtor, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, 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 Debtors (including Debtors, the managementDebtors’ restructuring, ownership or operation thereof)the Debtors’ Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, 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 Debtors’ in- business or out-of-court contractual arrangements between any Debtor and any Released Party, the restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims of claims and interests before or defenses to Claims asserted against the Debtors), intercompany transactions, during the Chapter 11 Cases, the TSAnegotiation, the formulation, preparation, dissemination, negotiation, entry into or filing of, as applicable, preparation of the TSA and related prepetition transactions, the Definitive DocumentsPlan, the Disclosure Statement, the Plan, the Plan Supplement, or any Restructuring Transactionrelated agreements, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the TSAdocuments, the Merger Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, 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, distribution or 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 relating to the Debtors taking place on or before the Effective Confirmation Date, other than claims or liabilities arising out of or relating to any act or omission of a Released Party that constitutes willful misconduct (including fraud) or gross negligence. Notwithstanding anything to the contrary in the foregoing, the releases release set forth above do does not release any post-Effective Date obligations of any party or Entity under the Plan, the Merger Agreement, any Restructuring Transaction, Plan 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. Notwithstanding anything contained in the Plan to the contrary, as 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 foregoing entities, Party is deemed to have released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Claims and Causes of Action, whether known or unknown, including any derivative claims, asserted or assertable on behalf of any of the Debtors, 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 Debtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of any security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the 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 Merger, the Backstop Commitment Agreement, the Chapter 11 Cases, the TSA, the formulation, preparation, dissemination, negotiation, entry into or filing of, as applicable, of the TSA and related prepetition transactions, the Definitive DocumentsRSA, the Disclosure Statement, the DIP Facility, the Plan, the Plan SupplementBackstop Commitment Agreement, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the TSA, the Merger AgreementRSA, the Disclosure Statement, the DIP Facility, or the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance, issuance or distribution or 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. Notwithstanding anything to the contrary Exculpation Except as otherwise specifically provided in the foregoingPlan, no Exculpated Party shall have or incur, and each Exculpated Party is released and exculpated from any Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the releases set forth above do not 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 any post-Effective Date obligations of any party or Entity under other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the Merger Agreementfiling of the Chapter 11 Cases, any Restructuring Transactionthe pursuit of Confirmation, or any documentthe pursuit of Consummation, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement administration and implementation of the Plan, including the assumption issuance of securities pursuant to the Indemnification Provisions as set forth 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 final order to have constituted actual fraud or gross negligence, 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 Plan. Entry The Exculpated Parties have, and upon completion of the Confirmation Order Plan shall constitute be deemed to have, participated in good faith and in compliance with the Court’s approval, applicable laws with regard to the solicitation of votes and distribution of consideration pursuant to Bankruptcy Rule 9019the 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 Third-Party ReleasePlan or such distributions made pursuant to the Plan. Injunction Except as otherwise expressly provided in the Plan or for obligations issued or required to be paid pursuant to the Plan or the Confirmation Order, which includes by reference each 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 related provisions and definitions contained hereinfollowing actions against, andas applicable, furtherthe Debtors, shall constitute the Court’s finding that Reorganized Debtors, the Third-Party Release isExculpated Parties, or the Released Parties: (a) consensualcommencing 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) essential enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to the confirmation of the Planany such claims or interests; (c) given creating, perfecting, or enforcing any encumbrance of any kind against such Entities or the property or the estates of such Entities on account of or in exchange for the good and valuable consideration provided by the Released Partiesconnection with or with respect to any such claims or interests; (d) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property of such Entities on account of or in connection with or with respect to any such claims or interests unless such holder has filed a good faith settlement motion requesting the right to perform such setoff on or before the Effective Date, and compromise notwithstanding an indication of the Claims released by the Third-Party Releasea 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 the best interests any manner any action or other proceeding 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 any kind on account of or in connection with or with respect to any of the Releasing Parties asserting any Claim such claims or Cause of Action interests released or settled pursuant to the Third-Party ReleasePlan.