Common use of Releases by the Debtors Clause in Contracts

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, the adequacy of which is hereby confirmed, on and after the Effective Date, each Released Party is deemed released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their 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, for, or because of the foregoing entities, 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 the Debtors, the Reorganized Debtors, or their Estates 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 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 (including the management, ownership, or operation thereof), the purchase, sale, or rescission 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 Merger Agreement, 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 Merger Agreement, 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 Merger Agreement, the TSA, 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 Debtor Release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, the adequacy of which is hereby confirmed, on and after the Effective Date, each Released Party is deemed released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their 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, for, or because of the foregoing entities, 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 the Debtors, the Reorganized Debtors, or their Estates 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 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 (including the management, ownership, or operation thereof), the purchase, sale, or rescission 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 Merger Agreement, 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 Merger Agreement, 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 Merger Agreement, the TSA, 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 Debtor Release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, 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 Effective Date, each Released Party is, and is deemed hereby to be, fully, conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, and any person seeking to exercise the rights of the Debtors or their Estates, 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 themselves and their respective successors, assigns, and representatives, 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, 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, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, contingent or non-contingent, in law, equity, contract, tort or otherwise, that the Debtors, the Reorganized Debtors, or their Estates, including any successors to the Debtors or any Estates representative appointed or selected pursuant to section 1123(b) of the Bankruptcy Code, 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 other Entity, or that any holder 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 (including the capital structure management, ownership, ownership or operation thereof), the purchase, sale, business or rescission of any security of contractual arrangement between the Debtors or and any Released Party, any Securities issued by the Reorganized DebtorsDebtors and the ownership thereof, the subject matter of, assertion or enforcement of rights and remedies against the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Merger AgreementDebtors, 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 transactionstransactions between or among a Debtor and another Debtor, the Chapter 11 CasesFirst Lien RBL Credit Documents, the TSAFirst Lien Term Loan Credit Agreement, the Second Lien Notes Indenture, the formulation, preparation, dissemination, negotiation, entry into, or filing of, as applicable, Filing of the Merger Restructuring Support Agreement, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the PlanPlan (including, for the avoidance of doubt, the Plan Supplement), the DIP Facility, the Exit Financing, the Backstop Purchase Agreement, the Rights Offering 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 Merger Restructuring Support Agreement, the TSA, the Disclosure Statement, the DIP Credit Agreement, the Exit Financing Documents, the Backstop Purchase Agreement, the Rights Offering, the Plan, or the Plan Supplement, before or during the Chapter 11 Cases, 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, issuance or conversion distribution 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 related or relating to any of the foregoing taking place on or before the Effective DateDate related or relating to the foregoing including all relief obtained by the Debtors in the Chapter 11 Cases. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any post-(i) post Effective Date obligations of any party or Entity under the Plan, the Merger AgreementConfirmation Order, any Restructuring Transaction, or any other 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 approvalExit Financing Documents, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in or any Claim or obligation arising under the Plan, and further, shall constitute or (ii) the Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions rights of any holder of Allowed Claims to facilitating the Restructuring and implementing receive distributions under the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

Releases by the Debtors. Notwithstanding anything contained in Effective as of the Plan to the contraryEffective Date, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, the adequacy of which is hereby confirmed, on and after the Effective Date, each Released Party is deemed released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their 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, for, or because of the foregoing entities, 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 the Debtors, the Reorganized Debtors, or their Estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder Holder of any Claim against, or Interest in, a Debtor or 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 (including the management, ownership, or operation thereof), the purchase, sale, or rescission 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 Merger Agreementbusiness or contractual arrangements between any Debtor and any Released Party, 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 DIP Facility, the DIP Order, the Term Loan Facility, the First Lien Notes, the Senior Notes, the Chapter 11 Cases, the TSAPlan Support Agreement, the Secured Creditor Settlement, the formulation, preparation, dissemination, negotiation, entry into, or filing of, as applicable, the Merger Plan Support Agreement, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the PlanNew Debt Documents, the Plan SupplementNew Corporate Governance Documents, the New Warrants Agreements, the CVR Agreement, the Secured Creditor Settlement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Merger Plan Support Agreement, the TSA, the Disclosure Statement, the PlanNew Debt Documents, the Plan SupplementNew Corporate Governance Documents, the Chapter 11 CasesNew Warrants Agreement, the CVR Agreement, the Secured Creditor Settlement or the Plan, 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, distribution, issuance or conversion distribution 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 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 (1) any post-obligations arising on or after the Effective Date obligations of any party or Entity under the Plan, the Merger Agreement, any Restructuring Transactionrestructuring 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 indemnification provisions as set forth in the Plan. Entry Plan or (2) any retained Causes of the Confirmation Order shall constitute the Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor ReleaseAction.

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, pursuant Pursuant to section 1123(b) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan or the Plan Supplement, for good and valuable consideration, including the adequacy service of which is hereby confirmedthe Released Parties to facilitate the expeditious reorganization of the Debtors and the implementation of the restructuring contemplated by the Plan, on and after the Effective Date, each the Released Party is deemed released Parties and the Debtors’ former officers and directors are hereby expressly, unconditionally, generally, and individually and collectively released, acquitted and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their 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, for, or because of the foregoing entities, estates from any and all Claims actions, claims, 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 Debtors, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereinafter arising, in law, equity, or otherwise, in contract or tort, by statute or otherwise, that the Debtors, the Reorganized Debtors, their estates, or their Estates would have been legally entitled to assert in their own right affiliates (whether individually or collectively) or on behalf of the holder of any Claim against, claim or Interest in, a Debtor interest or other Entityentity ever had, now has or that any holder of any Claim againsthereafter can, shall or Interest in, a Debtor or other Entity could have asserted on behalf of the Debtorsmay have, based on or relating to, or in any manner arising from, in whole or in part, the Debtors Debtors, the Chapter 11 Cases, the CCAA Proceeding (including the management, ownership, or operation thereofas defined herein), the purchase, sale, or rescission of the Debtors’ restructuring, 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 Merger Agreementbusiness or contractual arrangements between any Debtor and any Released Party, the Debtors’ in- restructuring of claims and interests before 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, during the Chapter 11 Cases, the TSACCAA Proceeding, the negotiation, formulation, preparation, dissemination, negotiation, entry into, or filing of, as applicable, preparation of the Merger Agreement, the TSA Plan and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the Planor related agreements, the Plan Supplement, or any Restructuring Transaction, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the Merger Agreementdocuments, the TSA, 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 place, in each case, on or before the Effective Confirmation 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 other than claims or Entity under the Plan, the Merger Agreement, any Restructuring Transaction, liabilities based on fraud or any document, instrument, willful misconduct by a Released Party 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 Debtor Release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any former officer or director of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause in each case as determined by a final order of Action released pursuant to the Debtor Releasea court of competent jurisdiction.

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, the adequacy of which is hereby confirmed, on and after the Effective Date, each Released Party is deemed released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their 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, for, or because of the foregoing entities, Estates 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 the Debtors, the Reorganized Debtors, or their Estates 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 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 (including the management, ownership, or operation thereof), the purchase, sale, or rescission of any security of Securities issued by the Debtors or and 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 Merger Agreementownership thereof, 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, solicitation, negotiation, entry into, or filing of, as applicable, of the Merger Restructuring Support Agreement, 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 (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 Merger Restructuring Support Agreement, the TSA, 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, distribution, issuance or conversion distribution 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 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 the Restructuring Transactions 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 competent jurisdiction to have constituted actual fraud, including the assumption of the Indemnification Provisions as set forth in the Planwillful misconduct, or gross negligence by such Person. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, as of the Effective Date, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, the adequacy of which is hereby confirmed, including the obligations of the Debtors under the Plan and the contributions of the Released Parties to facilitate and implement the Plan, except as otherwise provided in the Plan or in the Confirmation Order, on and after the Effective Date, each the Released Party is Parties are deemed conclusively, absolutely, unconditionally and irrevocably, released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their 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, for, or because of the foregoing entities, Estates 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, asserted or assertable on behalf of any of the Debtors, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that the Debtors, the Reorganized Debtors, the Estates, or their Estates Affiliates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder Holder of any Claim against, or Interest in, a Debtor or 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 DebtorsPerson, based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including Chapter 11 Cases, the Debtors, the governance, management, 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 Merger Agreement, 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, or filing of, as applicable, of the Merger Agreement, Plan (including the TSA and related prepetition transactions, 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 Merger Agreement, the TSA, 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, distribution, issuance or conversion distribution 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(a) (i) shall only be applicable to the maximum extent permitted by law; (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 Debtor 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, (b) releasing any Released Party from Claims or Causes of Action held by the Debtors arising from an act or omission that is determined by a Final Order or by a federal government agency to have constituted a violation of any federal securities laws or (c) releasing any post-Effective Date obligations of any party or Entity under the Plan, the Merger AgreementConfirmation Order, 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 Debtor Release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, 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, each Released Party and each ABL Released Party is deemed to be, hereby conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their respective successors, assigns, and representatives, 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, 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, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, in law, equity, contract, tort, or otherwise, that the Debtors, the Reorganized Debtors, or their Estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder Holder of any Claim against, or Interest in, a Debtor or other Entity, or that any holder 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 (including the capital structure, management, ownership, or operation thereof), the purchase, sale, assertion or rescission enforcement of any security of rights and remedies against 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 Merger Agreement, 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 intoexecution, or filing of, as applicable, Filing of the Merger Restructuring Support Agreement, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the PlanDIP 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), the De-SPAC Transaction, or any Restructuring TransactionTransactions, 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 or ABL Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Merger Restructuring Support Agreement, the TSA, 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, or 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, distribution, issuance or conversion distribution 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 as set forth in the PlanAction arising from an act or omission that is determined by a Final Order to have constituted actual fraud or willful misconduct. Entry of the Confirmation Order shall constitute the Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in the PlanPlan and, and further, shall constitute the Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties and ABL Released Parties, including, without limitation, the Released Parties’ and ABL Released Parties’ contributions to facilitating the Restructuring Transactions and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all holders Holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, pursuant Pursuant to section 1123(b) and any other applicable provisions of the Bankruptcy Code, for good and valuable considerationconsideration provided by each of the Released Parties, the adequacy of which is hereby confirmed, on and after the Effective Date, each Released Party is and its respective assets and property are, and are deemed to be, hereby conclusively, absolutely, unconditionally, irrevocably and forever, released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their respective successors, assigns, and representativesRelated Parties, 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, from any and all Claims and Causes of Action, including any derivative claims asserted on behalf of the Debtors, whether known or unknown, including any derivative claimsforeseen or unforeseen, asserted matured or assertable on behalf of any of the Debtorsunmatured, existing or hereafter arising, in law, equity, contract, tort, or otherwise, that the Debtors, the Reorganized Debtors, or their Estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim claim or Cause of Action against, or Interest in, a Debtor or other Entity, or that any holder of any Claim against, or Interest interest in, a Debtor or other Entity (or that any holder of any claim, interest, or Cause of Action 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 (including the management, ownership, or operation thereof), the purchase, sale, or rescission 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 Merger Agreement, the Debtors’ in- capital structure, the assertion or out-of-court enforcement of rights and remedies against the Debtors, 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 the Debtors), intercompany transactionsamong a Debtor and another Debtor, the Chapter 11 Cases, the TSA, the formulation, preparation, dissemination, negotiation, entry intoexecution, amendment, or filing of, as applicable, of the Merger 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 created or entered into in connection with the Merger Agreement, the TSA, 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, distribution, issuance or conversion distribution 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 of Exit RBL/Term Loan A Facility Documentation and the Indemnification Provisions as set forth in the PlanExit Term Loan B Facility Documentation. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Releasereleases described in this Article VIII.C by the Debtors, the Reorganized Debtors, and their Estates, which includes by reference each of the related provisions and definitions contained in the this Plan, and further, shall constitute the Court’s its finding that the Debtor Release each release described in this Article VIII.C is: (a1) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Releasesuch Causes of Action; (c2) in the best interests interest of the Debtors Debtors, the Reorganized Debtors, and their Estates and all holders of Claims Interests and InterestsCauses of Action; (d3) fair, equitable, and reasonable; (e4) given and made after due notice and opportunity for hearing; and (f5) subject to the terms and provisions herein, a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ and their Estates asserting any Claim or Cause of Action released pursuant to Action, or liability related thereto, of any kind whatsoever, against any of the Debtor ReleaseReleased Parties or their assets and property.

Releases by the Debtors. Notwithstanding anything contained As of the Effective Date and subject to (i) the settlement set forth in Article IV.B of the Plan Plan, as applicable, (ii) the Preserved Claims (other than the Preserved Tranche B-3 Claims), which shall not be included in this Release, and (iii) the completion of that certain investigation commenced by, and under the direction and authority of, the Audit Committee, except for the rights that remain in effect from and after the Effective Date to enforce the contraryPlan, pursuant to section 1123(b) the Definitive Documents, and the obligations contemplated by the Restructuring Transactions or as otherwise provided in any order of the Bankruptcy Code, for good and valuable consideration, the adequacy of which is hereby confirmedCourt, on and after the Effective Date, each the Released Party is Parties will be deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged discharged, by each and all on behalf of the Debtors, Debtors and the Reorganized Debtors, and their Estates, in each case on behalf of themselves itself and their its respective successors, assigns, and representatives, representatives and any and all other entities who Persons that may purport to assert any Cause of Action, directly or Action derivatively, by, through, for, by or because of through the foregoing entitiesPersons, from any and all Claims claims and Causes of Action, whether known or unknown, Action whatsoever (including any derivative claims, asserted or assertable on behalf of the Debtors or the Estates), 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 of the Debtorsother applicable international, foreign, or domestic law, rule, statute, regulation, treaty, right, duty, requirement or otherwise, that the Debtors, the Reorganized DebtorsEstates, 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 Holder of any Claim against, or Interest in, a Debtor or 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 DebtorsPerson, based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including or the managementEstates, ownershipthe Chapter 11 Cases, or operation thereof)the Restructuring Transactions, 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 under the PlanPlan (including the Preserved Tranche B-3 Claims), the Merger Agreementbusiness or contractual arrangements or interactions between the Debtors and any Released Party, the Debtors’ in- restructuring of any Claim or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims Interest 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 applicableconsummation of the RSA, the Merger Restructuring Transactions, the Renegotiated RingCentral Contracts, the Governance Documents, the RO Backstop Agreement, the TSA and related prepetition transactionsRO Documents, the Definitive DocumentsDIP Facilities, the DIP Orders, the Disclosure Statement, the PlanPlan Supplement, the Plan Supplementand related agreements, or any Restructuring Transactioninstruments, contract, instrument, release, or and other agreement or document created or entered into in connection with the Merger Agreementdocuments, the TSA, the Disclosure Statement, solicitation of votes with respect to the Plan, the Plan SupplementExit Facilities Documents, the Chapter 11 CasesGovernance Documents, the filing of the Chapter 11 Casesand all other Definitive Documents, 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 in all cases based 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 the preceding paragraph shall not release any post-Effective Date obligations Released Party (i) other than a Released Party that is a Reorganized Debtor, Debtor, or a director, officer, or employee of any party Debtor as of the Petition Date, from any claim or Entity under Cause of Action with respect to (a) the Planrepurchase, the Merger Agreement, any Restructuring Transactionredemption, or other satisfaction by any documentCompany Party of HoldCo Convertible Notes previously held by such Released Party prior to the Petition Date or (b) the marketing, instrumentarrangement, syndication, issuance, or agreement (including those set forth in other action or inaction with respect to the Plan Supplement) executed to implement the Plan, including the assumption incurrence of the Indemnification Provisions as set forth in B-3 Term Loans or the PlanSecured Exchangeable Notes) or (ii) from any claim or Cause of Action arising from an act or omission that is determined by a Final Order to have constituted actual fraud, willful misconduct, or gross negligence. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor ReleaseRelease (including the release of the Preserved Tranche B-3 Claims), which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (a1) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (b2) a good faith settlement and compromise of the Claims released by the Debtor Release; (c3) in the best interests of the Debtors and all holders Holders of Claims and Interests; (d4) fair, equitable, and reasonable; (e5) given and made after due notice and opportunity for hearing; and (f6) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, pursuant Pursuant to section 1123(b) and any other applicable provisions of the Bankruptcy Code, for good and valuable considerationconsideration provided by each of the Released Parties, the adequacy of which is hereby confirmed, on and after the Effective Date, each Released Party is and its respective assets and property are, and are deemed to be, hereby conclusively, absolutely, unconditionally, irrevocably and forever, released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their respective successors, assigns, and representativesRelated Parties, 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, from any and all Claims and Causes of Action, including any derivative claims asserted on behalf of the Debtors, whether known or unknown, including any derivative claimsforeseen or unforeseen, asserted matured or assertable on behalf of any of the Debtorsunmatured, existing or hereafter arising, in law, equity, contract, tort, or otherwise, that the Debtors, the Reorganized Debtors, or their Estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim claim or Cause of Action against, or Interest in, a Debtor or other Entity, or that any holder of any Claim against, or Interest interest in, a Debtor or other Entity (or that any holder of any claim, interest, or Cause of Action 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 (including the management, ownership, or operation thereof), the purchase, sale, or rescission 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 Merger Agreement, the Debtors’ in- capital structure, the assertion or out-of-court enforcement of rights and remedies against the Debtors, 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 the Debtors), intercompany transactionsamong a Debtor and another Debtor, the Chapter 11 Cases, the TSA, the formulation, preparation, dissemination, negotiation, entry intoexecution, or filing of, as applicable, of the Merger 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 created or entered into in connection with the Merger Agreement, the TSA, 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, distribution, issuance or conversion distribution 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 of Exit RBL/Term Loan A Facility Documentation and the Indemnification Provisions as set forth in the PlanExit Term Loan B Facility Documentation. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Releasereleases described in this Article VIII.C by the Debtors, the Reorganized Debtors, and their Estates, which includes by reference each of the related provisions and definitions contained in the this Plan, and further, shall constitute the Court’s its finding that the Debtor Release each release described in this Article VIII.C is: (a1) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Releasesuch Causes of Action; (c2) in the best interests interest of the Debtors Debtors, the Reorganized Debtors, and their Estates and all holders of Claims Interests and InterestsCauses of Action; (d3) fair, equitable, and reasonable; (e4) given and made after due notice and opportunity for hearing; and (f5) subject to the terms and provisions herein, a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ and their Estates asserting any Claim or Cause of Action released pursuant to Action, or liability related thereto, of any kind whatsoever, against any of the Debtor ReleaseReleased Parties or their assets and property.

Releases by the Debtors. Notwithstanding anything contained As of the Effective Date, except for the rights and remedies that remain in effect from and after the Effective Date to enforce the Prepackaged Plan and the obligations contemplated by the Definitive Documents and the documents in the Plan to the contrary, pursuant to section 1123(b) Supplement or as otherwise provided in any order of the Bankruptcy CodeCourt, to the maximum extent permitted by law, for good and valuable consideration, the adequacy of which is hereby confirmed, including the service of the Released Parties to facilitate the reorganization of the Debtors and the implementation of the Restructuring, on and after the Effective Date, each the Released Party is deemed Parties shall be conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by each and all of the Debtors, the Reorganized Debtors, and the Debtors’ Estates, and each of their EstatesRelated Parties, in each case on behalf of themselves and their respective successors, permitted assigns, and representatives, representatives and any and all other entities who Persons or Entities that may purport to assert any Cause of Action, directly or Action derivatively, by, through, for, by or because of through the foregoing entitiesPersons or Entities, from any and all Claims and claims, interests (including Interests), obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, whether known liens, losses, remedies, contributions, indemnities, costs, or unknownliabilities whatsoever, including any derivative claimsclaims or Causes of Action, asserted or assertable on behalf of any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates and each of their Related Parties, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, existing or arising, in law, equity, contract, tort, or otherwise, by statute, violations of federal, state, provincial, foreign, or territorial securities laws or otherwise that the Debtors, the Reorganized Debtors, or the Debtors’ Estates and each of their Estates Related Parties would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any a Claim against, or Interest in, a Debtor or other Person or 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 (including Debtors, the managementReorganized Debtors, ownershipthe Debtors’ Estates, or operation thereof)the Chapter 11 Cases, the purchase, sale, issuance, cancellation, or rescission of the purchase 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 PlanInterest, the Merger Agreementbusiness or contractual arrangements between the Debtors and any Released Party, the Shareholder Lawsuits, the restructuring of Claims and Interests before or during 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 TSARestructuring, the DIP Documents, the New Exit Facility, the negotiation, formulation, preparation, dissemination, negotiation, entry into, preparation or filing of, as applicable, consummation of the Merger Agreement, Prepackaged Plan (including the TSA and related prepetition transactionsPlan Supplement), the Definitive Documents, the Disclosure StatementRestructuring Support Agreement, and any exhibits or documents related thereto, 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 Merger Agreement, the TSA, 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 PlanSolicitation Materials, or the distribution solicitation of property under votes with respect to the Plan or Prepackaged Plan, in all cases based on 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 ; provided that claims or Causes of Action arising out of or related to any act or omission of a Released Party that constitutes actual fraud, gross negligence, or willful misconduct as determined by a Final Order shall not be released; provided, further, that the releases under this section VIII.C are subject to determination by the Disinterested Director prior to the contrary in the foregoing, Confirmation Hearing that the releases set forth above do are appropriate and provided, further, that (i) Xxxxx Xxxxxxx, (ii) Xxxxxxx Xxxxxxx, and (iii) any such other persons designated by the Disinterested Director prior to the Confirmation Hearing shall 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. be a “Released Party.” Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in the Prepackaged Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (a1) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, including the Released Parties’ contributions to facilitating the Restructuring Transactions and implementing the Prepackaged Plan; (b2) a good faith settlement and compromise of the Claims claims and Causes of Action released by the Debtor Release; (c3) in the best interests of the Debtors and all holders Holders of Claims and Interests; (d4) fair, equitable, and reasonable; (e5) given and made after due notice and opportunity for hearing; and (f6) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action of any kind whatsoever released pursuant to the Debtor Release.

Releases by the Debtors. Notwithstanding anything contained Except as expressly set forth in the Plan to or the contraryConfirmation Order, effective as of the Plan Effective Date, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, including the obligations of the Debtors under the Plan and the contributions and services of the Released Parties in facilitating the expeditious reorganization of the Debtors and implementation of the restructuring contemplated by the Plan, the adequacy of which is hereby confirmed, on and after the Plan Effective Date, each Released Party is hereby deemed released conclusively, absolutely, unconditionally, irrevocably, finally, and discharged forever released, waived, and discharged, to the fullest extent permissible under applicable Law, by each and all of the Debtors, and each of their respective current and former Affiliates, the Reorganized Debtors, and their Estatesestates, in each case on behalf of themselves and their respective successors, assigns, and representatives, including any Estate representative appointed or selected pursuant to section 1123(b)(3) of the Bankruptcy Code, and any and all other entities Entities who may purport to assert any claim or Cause of Action, directly or derivatively, by, through, for, or because of the foregoing entitiesEntities, from any and all Claims and Claims, Interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities, whether known or unknown, foreseen or unforeseen, asserted or unasserted, matured or unmatured, existing or hereinafter arising, in law, equity, contract, tort, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtors, that the Debtors, the Reorganized Debtors, or their Estates that such Entity would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder Holder of any Claim or Cause of Action 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 toto (including the formulation, preparation, dissemination, negotiation, entry into, or filing of, as applicable), or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors or their estates (including the capital structure, management, ownership, or operation thereof), the purchase, sale, exchange, issuance, termination, repayment, extension, amendment, or rescission of any security debt instrument or Security of the Debtors or the Reorganized Debtors, the assertion or enforcement of rights and remedies against the Debtors, the Notes, the Indentures, the Prepetition LC Credit Agreement, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Merger Agreementbusiness or contractual arrangements between any Debtor and any Released Party, the Debtors’ in- or out-of-court restructuring efforts, the decision to file the Chapter 11 Cases, 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 TSADefinitive Documents, the formulation, preparation, dissemination, negotiation, entry into, or filing of, as applicableDIP TLC Facility, the Merger AgreementDIP TLC Documents, 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 created or entered into in connection with the Merger Agreement, the TSA, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 CasesTransactions, the pursuit of Confirmation, the pursuit of consummationConfirmation and Consummation, the administration and implementation of the Plan, any action or actions taken in furtherance of or consistent with the administration of the Plan, including the issuance, distribution, issuance or conversion distribution 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 Agreementsolicitation of votes on the Plan, or upon any other related act act, or omission, transaction, agreement, event, or other occurrence taking place on or before the Plan 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-obligations arising on or after the Plan 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 Plan as set forth in the Plan; or (b) any retained Causes of Action. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in the this Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, including the Released Parties’ contributions to facilitating the Restructuring Transactions and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all holders Holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates estates asserting any Claim or Cause of Action of any kind whatsoever released pursuant to the Debtor Release; essential to the Confirmation of the Plan; and (g) an exercise of the Debtors’ business judgment.

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) on the Confirmation Date and effective as of the Bankruptcy CodeEffective Date, for the good and valuable considerationconsideration provided by each of the Released Parties, the adequacy of which is hereby confirmed, on including: (1) the settlement, release, and after compromise of debt, Causes of Action, Claims, and Interests, (2) the Effective Dateservices of the Debtors’ present and former officers, directors, managers, and advisors in facilitating the implementation of the restructuring contemplated herein, and (3) the good faith negotiation of, and participation in, the restructuring contemplated herein, each Released Party is deemed released and discharged by each and all of the Debtors, the Reorganized Debtors, and their the Estates conclusively, absolutely, unconditionally, irrevocably, and forever discharge and release and shall be deemed to have provided a full discharge and release to each Released Party (and each such Released Party so released shall be deemed fully released and discharged by the Debtors, the Reorganized Debtors, and the Estates, in each case on behalf of themselves ) and their 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, for, or because of the foregoing entities, property from any and all Claims and Claims, 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 the Debtors and/or the Reorganized Debtors, 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 the Debtors, the Reorganized Debtors, the Estates, or their Estates 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 against, or Interest in, a Debtor or 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 (including Debtors, the managementReorganized Debtors, ownershipthe Transaction, or operation thereof)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 Merger Agreementbusiness or contractual arrangements between any Debtor and any Released Party, the Debtors’ in- restructuring of Claims and Interests prior to 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, in the Chapter 11 Cases, the TSAnegotiation, the formulation, preparation, dissemination, negotiation, entry into, or filing of, as applicable, preparation of the Merger Support Agreement, 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 “Debtor Release” shall not operate to waive or document created or entered into release any Claims, obligations, debts, rights, suits, damages remedies, Causes of Action, and liabilities in connection with the Merger Agreement, the TSA, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, the filing respect 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 any Released Party solely to the Merger extent arising under the Support 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 agreements entered into 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 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 Debtor Release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (a1) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (b2) a good faith settlement and compromise of the Claims released by the Debtor Release; (c3) in the best interests of the Debtors and all holders of Claims and Interests; (d4) fair, equitable, and reasonable; (e5) given and made after due notice and opportunity for hearing; and (f6) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, pursuant Pursuant to section 1123(b) of the Bankruptcy Code, and except as otherwise specifically provided for herein, for good and valuable consideration, the adequacy of which is hereby confirmed, on and after the Effective Date, each the Released Party is Parties are deemed released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their 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, for, or because of the foregoing entities, Estates from any and all Claims Claims, obligations, rights, and Causes liabilities whatsoever, whether for tort, fraud, contract, violations of Actionfederal or state securities laws, Avoidance Actions, including any derivative Claims, asserted or that could possibly have been asserted directly or indirectly on behalf of the Debtors, whether known or unknown, including foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, and any derivative claims, and all Causes of Action asserted or assertable that could possibly have been asserted on behalf of any of the Debtors, that the Debtors, the Reorganized Debtors, the Estates, or their Estates 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 against, or Interest in, a Debtor or 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 (including or their Affiliates, the managementChapter 11 Cases, ownership, or operation thereof)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 Merger business or contractual 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-term indebtedness), the Dex One Support Agreement, the Debtors’ in- restructuring of Claims and Interests prior to 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, in the Chapter 11 Cases, the TSAnegotiation, the formulation, preparation, dissemination, negotiation, entry into, solicitation or filing of, as applicable, the Merger Agreement, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the Plan, preparation of the Plan Supplementand Disclosure Statement or related agreements, or any Restructuring Transaction, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the Merger Agreementdocuments, the TSA, 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 related to any contractual or fixed monetary obligation owed to the contrary in the foregoing, the releases set forth above do not release any post-Effective Date obligations of any party Debtors 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 Debtor Release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, the adequacy of which is hereby confirmed, on and after the Effective Date, each Released Party is, and is deemed to be, hereby conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their respective successors, assigns, Affiliates and representatives, and any and all other entities who may purport to assert any Cause of ActionRelated Parties, directly or derivatively, by, through, for, or because of the foregoing entitiesEntities, from any and all Claims and Claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, 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, asserted or assertable on behalf of any of the Debtors, that the Debtors, the Reorganized Debtors, or their Estates or 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 against, or Interest in, a Debtor or other Entity, such Affiliate or that any holder of any Claim against, or Interest in, a Debtor or other Entity could have asserted on behalf of the DebtorsRelated Party, based on or relating to, or in any manner arising from, in whole or in part, the Debtors and their respective Affiliates and Related Parties (including the management, ownership, or operation thereof), the purchase, sale, or rescission of any security Security of the Debtors or the Reorganized Debtorstheir respective Affiliates and Related Parties, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Merger Agreementbusiness or contractual arrangements between any Debtor and any Released Party, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, the ownership and/or operation of the Debtors by any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims Released Party or defenses the distribution or transfer of any Cash or other Property of the Debtors to Claims asserted against any Released Party, the Debtors)’ capital structure, intercompany transactionsmanagement, ownership or operation thereof, the Chapter 11 Cases, the TSA, the formulation, preparation, dissemination, negotiation, entry intofiling, or filing of, as applicable, consummation of the Merger Agreement, the TSA Restructuring Support Agreement and related prepetition transactionsall exhibits thereto, the Definitive Documents, the Disclosure StatementTransaction Documents, the Plan, the Plan SupplementCommitment Letters, or any Restructuring Transaction, the DIP Facility Documents, or any contract, instrument, release, or other agreement or document created or entered into in connection with the Merger AgreementRestructuring Support Agreement and all exhibits thereto, the TSADefinitive Documents, the Disclosure StatementTransaction Documents, the PlanPlan (including, for the avoidance of doubt, the Plan Supplement), the Chapter 11 CasesDIP Facility Documents, 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, distribution, issuance or conversion distribution of securities pursuant to the Merger Agreement, the Plan, or the distribution of property under the Plan or any other related agreementagreement or document (including any legal opinion requested by any Entity regarding any transaction, including contract, instrument, document or agreement contemplated by the Merger AgreementPlan or in reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion), or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before taking place on or before the Effective DateDate related or relating to any of the foregoing. Notwithstanding anything contained herein to the contrary in the foregoingcontrary, the releases set forth above do foregoing release does not release (i) any obligations of any party under the Plan or any document, instrument, or agreement executed to implement the Plan, (ii) any post-Effective Date obligations of any party or Entity under the Plan, the Merger Agreement, any Restructuring TransactionConfirmation Order, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan or any Claim or obligation arising under the Plan, including or (iii) the assumption rights of the Indemnification Provisions as set forth in holders of Allowed Claims or Interests to receive distributions under the Plan. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by each of the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring Transactions and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

Releases by the Debtors. Notwithstanding anything contained As of the Effective Date, except for the rights that remain in effect from and after the Effective Date to enforce this Plan and the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy CodeDocuments, for good and valuable consideration, the adequacy of which is hereby confirmed, on including, the service of the Released Parties to facilitate the reorganization of the Debtors, the implementation of the Restructuring, and after except as otherwise provided in this Plan or in the Effective DateConfirmation Order, each the Released Party is Parties are deemed forever released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estatesthe Debtors’ estates, in each case on behalf of themselves and their respective successors, assigns, and representatives, representatives and any and all other entities Entities who may purport to assert any Cause of Action, directly Action or Released and Settled Claim derivatively, by, through, for, by or because of through the foregoing entitiesEntities, from any and all Claims and claims, interests, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, whether known Released and Settled Claim, losses, remedies, or unknownliabilities whatsoever, including any derivative claims, asserted or assertable on behalf of any of the Debtors, the Reorganized Debtors, or the Debtors’ estates, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that the Debtors, the Reorganized Debtors, or their Estates the Debtors’ estates 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 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 (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 this Plan, the Merger Agreementbusiness or contractual arrangements between any Debtor and any Released Party (including, 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 Revolving Credit Documents and the DebtorsIndentures), intercompany transactionsthe DIP Facility, the Restructuring, the restructuring of any Claim or Interest before or during the Chapter 11 Cases, the TSARestructuring Transactions, the formulation, preparation, dissemination, negotiation, entry into, or filing of, as applicableRights Offering, the Merger Exchange Agreement, the TSA and related prepetition transactionsLegacyCo Contribution Agreement, the Definitive DocumentsPermian Contribution Agreement, the creation of New Permian Corp., Legacy Co. or the AUNC Trust, the negotiation, formulation, or preparation of the Disclosure Statement, and this Plan and related agreements, instruments, and other documents (including the Plan Documents, the Restructuring Support Agreement and the trust agreement creating the AUNC Trust), the solicitation of votes with respect to this Plan, the Plan SupplementBackstop Commitment Agreement, or the Rights Offering, any membership (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 the Put Option Premium), including by any member of the Creditors’ Committee, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Merger Agreement, the TSA, 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 occurrence, except for Claims related to any act or before omission that is determined in a Final Order by a court of competent jurisdiction to have constituted actual fraud or willful misconduct, but in all respects such Entities shall be entitled to reasonably rely upon the Effective Date. Notwithstanding anything advice of counsel with respect 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, their duties and responsibilities pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in the this Plan, and further, shall constitute the Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) As of the Bankruptcy CodeEffective Date, and in consideration for good and valuable consideration, including the adequacy obligations of which is hereby confirmedthe Debtors under the Plan and the contributions of the Released Parties to facilitate and implement the Plan, on and after the Effective Date, each the Released Party is Parties are deemed released and discharged by each and all of the Debtors, the Reorganized Debtors, Debtors and their Estates, in each case on behalf of themselves and their 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, for, or because of the foregoing entities, Estates 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, asserted or assertable on behalf of any of the Debtors, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity or otherwise, that the Debtors, the Reorganized Debtors, the Estates or their Estates 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 against, or Interest in, a Debtor or 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 Debtorsentity, 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, 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 Merger Agreementbusiness or contractual arrangements between any Debtor and any Released Party, the Debtors’ in- restructuring of Claims and Interests before 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, during the Chapter 11 Cases, the TSA, the formulation, preparation, dissemination, negotiation, entry into, formulation or filing of, as applicable, the Merger Agreement, 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 Merger Support and Lock-Up Agreement, the TSAInvestment Agreement, the Disclosure StatementExit Loan Agreement, the DIP Loan Agreement, the Exit Revolver 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 Debtor Release, which includes determined by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor ReleaseFinal Order.

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, pursuant Pursuant to section 1123(b) of the Bankruptcy Code, and except as otherwise specifically provided for herein, for good and valuable consideration, the adequacy of which is hereby confirmed, on and after the Effective Date, each the Released Party is Parties are deemed released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their 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, for, or because of the foregoing entities, Estates from any and all Claims Claims, obligations, rights, and Causes liabilities whatsoever, whether for tort, fraud, contract, violations of Actionfederal or state securities laws, Avoidance Actions, including any derivative Claims, asserted or that could possibly have been asserted directly or indirectly on behalf of the Debtors, whether known or unknown, including foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, and any derivative claims, and all Causes of Action asserted or assertable that could possibly have been asserted on behalf of any of the Debtors, that the Debtors, the Reorganized Debtors, the Estates, or their Estates 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 against, or Interest in, a Debtor or 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 (including or their Affiliates, the managementChapter 11 Cases, ownership, or operation thereof)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 Merger business or contractual 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-term indebtedness), the SuperMedia Support Agreement, the Debtors’ in- restructuring of Claims and Interests prior to 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, in the Chapter 11 Cases, the TSAnegotiation, the formulation, preparation, dissemination, negotiation, entry into, solicitation or filing of, as applicable, the Merger Agreement, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the Plan, preparation of the Plan Supplementand Disclosure Statement or related agreements, or any Restructuring Transaction, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the Merger Agreementdocuments, the TSA, 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 related to any contractual or fixed monetary obligation owed to the contrary in the foregoing, the releases set forth above do not release any post-Effective Date obligations of any party Debtors 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 Debtor Release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

Releases by the Debtors. Notwithstanding anything contained in Effective as of the Plan to the contraryEffective Date, pursuant to section 1123(b) of the Bankruptcy Code, for good Code and valuable consideration, to the adequacy of which is hereby confirmed, on and after the Effective Datefullest extent permitted by applicable Law, each Released Party is deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by each and all of the Debtors, the Reorganized Debtors, the Post-Effective Date Debtors, and their Estates, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other entities Entities who may purport to assert any claim or Cause of Action, directly or derivatively, by, through, for, or because of the foregoing entitiesEntities, from any and all Claims and Claims, Interests, obligations, rights, suits, damages, Causes of Action, whether known or unknownremedies, and liabilities whatsoever, including any derivative claims, asserted or assertable on behalf of any of the DebtorsDebtors or their Estates, that the Debtorswhether liquidated or unliquidated, the Reorganized Debtorsfixed or contingent, known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, in Law, equity, contract, tort, or their Estates would have been legally entitled to assert in their own right (otherwise, whether individually arising under federal or collectively) state statutory or on behalf of the holder of any Claim against, or Interest in, a Debtor or 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 (including the management, ownership, or operation thereof), the purchase, sale, or rescission 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 Merger Agreement, 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 Merger Agreement, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the Plan, the Plan Supplementcommon law, or any Restructuring Transactionother applicable international, contract, instrument, releaseforeign, or other agreement or document created or entered into in connection with the Merger Agreementdomestic Law, the TSArule, 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 Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in the Prepackaged Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (a1) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, including the Released Parties’ contributions to facilitating the Restructuring Transactions and implementing the Prepackaged Plan; (b2) a good faith settlement and compromise of the Claims released by the Debtor Release; (c3) in the best interests of the Debtors and all holders Holders of Claims and Interests; (d4) fair, equitable, and reasonable; (e5) given and made after due notice and opportunity for hearing; and (f6) a bar to any of the Debtors, the Reorganized Debtors, the Post-Effective Date Debtors or the Debtors’ Estates asserting any Claim or Cause of Action of any kind whatsoever released pursuant to the Debtor Release.