Common use of Seller Release Clause in Contracts

Seller Release. Effective as of the Closing, Seller, for itself, its Affiliates, and for its successors and assigns (the “Seller Releasing Parties”), hereby releases, acquits and absolutely forever discharges each of Parent, Buyer and their Affiliates, successors and assigns and their respective past, present and future employees, officers, directors, stockholders, licensees, agents, administrators, insurers and attorneys (the “Buyer Released Parties”) from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, suits, demands, damages, losses, debts, liabilities, judgments, obligations, costs, expenses (including reasonable attorneys' and accountants' fees and expenses), actions and causes of action of any nature whatsoever (including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing), whether now known or unknown, suspected or unsuspected, that the Seller Releasing Parties now have, or at any time previously had, or shall or may have in the future, in whatever capacity, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by this Agreement or (ii) arising, accruing, or that could have accrued from or in connection with any asset owned by or licensed to Seller, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effect.

Seller Release. Effective as As of immediately after the Closing and effective upon payment by the Buyer to such Seller (or to the Representative on such Seller’s behalf) of the Purchase Consideration to which such Seller is entitled at Closing, each Seller, for itselfto the fullest extent permitted by Applicable Law, hereby releases and forever discharges the Company, the Buyer, its AffiliatesSubsidiaries, and for its each Equityholder Party, their successors and assigns (the individually, a “Seller Releasing Parties”)Releasee” and collectively, hereby releases, acquits and absolutely forever discharges each of Parent, Buyer and their Affiliates, successors and assigns and their respective past, present and future employees, officers, directors, stockholders, licensees, agents, administrators, insurers and attorneys (the “Buyer Released PartiesReleasees”) from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, suits, demands, damagesproceedings, lossescauses of action, debts, liabilitiesorders, judgments, obligations, contracts, agreements, debts, losses, costs, expenses (including reasonable attorneys' expenses, damages and accountants' fees and expenses), actions and causes of action of any nature whatsoever (including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing)liabilities whatsoever, whether now known or unknown, suspected or unsuspected, both at law and in equity (“Claims”), which the undersigned now has, has ever had or may hereafter have against the respective Releasees to the extent arising as a result of such Seller’s equity ownership or investment in the Company and its Subsidiaries on and prior to the Closing Date (collectively, the “Released Matters”). The “Released Matters” shall also include, in the case of any Seller that the Seller Releasing Parties now haveis an Odyssey Investment Partnership, any Claims, rights, or at obligations of any time previously had, Odyssey Investment Partnership under any contract or shall arrangement with the Company or may have in any of its Subsidiaries not disclosed to Buyer prior to the futuredate hereof. For the avoidance of doubt, in whatever capacityno event shall the foregoing release and discharge extend to, against and in no event shall the Buyer “Released PartiesMatters” include, (ia) arising any Claims or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by this Agreement or (ii) arising, accruing, or that could have accrued from or in connection with any asset owned by or licensed to Seller, any rights of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior to or as of the Closing Date; provided that, notwithstanding the foregoing such Seller or any other provision in this Article XEquityholder Party under any contract, agreement or arrangement disclosed on the Company Disclosure Letter, (b) any Claims or rights such Seller Released Matters shall in no manner prevent Seller from enforcing or any right other Equityholder Party, has as a holder of Seller contained in this Agreement. It is the intention debt securities, or Agent for such holders of Sellerdebt securities, for itself and behalf of the Seller Releasing PartiesCompany or any of their Subsidiaries (including the Senior Credit Facility, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters Opco Notes and the final resolution Holdco Notes), (c) any Claims or rights to reimbursement, indemnification or contribution of such Seller or such Seller’s Agents in his, her or its capacity as an officer, director, manager, stockholder or employee of the Company and/or any of its Subsidiaries (whenever arising) under the Organizational Documents of the Company and/or any of its Subsidiaries, any insurance policies maintained by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and or on behalf of the Company and/or any of its Subsidiaries or Applicable Law, (d) any Claims or rights for compensation, benefits or vacation pay owed to any Seller that is an employee, (e) any Claims or rights of any Seller or any other Seller Releasing Parties, acknowledges Equityholder Party that it has consulted with legal counsel and shall be deemed relates to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 any obligation of the California Civil Code, which provides that: A general release does not extend to claims which Buyer or the creditor does not know Company under this Agreement or suspect to exist any other agreement entered into in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement connection with the debtor. Seller, for itself and transactions contemplated hereby or (f) any other Claims set forth on behalf Section 9P of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effectCompany Disclosure Letter.

Seller Release. Effective as of the Closing, Seller, for itself, its Affiliates, each Seller hereby releases and for its successors and assigns (the “Seller Releasing Parties”), hereby releases, acquits and absolutely forever discharges each Company and each of Parent, Buyer its past and their Affiliates, successors and assigns and their respective past, present and future employees, officers, directors, stockholdersemployees and agents (individually, licenseesa “Releasee” and collectively, agents, administrators, insurers and attorneys (the “Buyer Released PartiesReleasees”) from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, suits, demands, damagesactions, lossesarbitrations, debtsaudits, liabilitieshearings, judgmentsinvestigations, obligationslitigations, costssuits (whether civil, expenses (including reasonable attorneys' and accountants' fees and expensescriminal, administrative, investigative or informal), actions and causes of action of any nature whatsoever (including any claims based on or relating to infringementaction, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith orders and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing)liabilities whatsoever, whether now known or unknown, suspected or unsuspected, contingent or otherwise, both at law and in equity, of any kind, character or nature whatsoever (“Claims”) which such Seller now has or has ever had against the respective Releasees however arising and that relate in any way to such Seller’s indirect or direct ownership of any Ownership Interest in any Company, including the Equity Interests. The scope of the release shall include all Claims (a) relating to a breach of any fiduciary duty owed by the Releasees to any Company and arising from any such Ownership Interest or (b) relating to any breach of the Organizational Documents of any Company, as such may be amended; provided, however, that the Seller Releasing Parties now have, or at any time previously had, or foregoing release and discharge shall or may have in the future, in whatever capacity, against the Buyer Released Parties, not release (i) arising Buyer of its obligations or accruing on or before the Closing Dateliabilities to such Seller pursuant to this Agreement, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by this Agreement or (ii) arisingany benefits under the Plans, accruingincluding Welfare Benefit plans, or that could have accrued from or practices, policies and programs provided by any Company arising prior to the Closing in connection with any asset owned the employment of such Seller. Each Seller understands and agrees that it is expressly waiving all Claims against the Releasees covered by this Section 13.17, including those Claims that it may not know of or licensed suspect to Sellerexist which, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy if known, may have materially affected the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior decision to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing provide this Agreement, and in giving and receiving the consideration called for herein, such Seller expressly waives any rights under applicable Law that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as provide to the contrary. Each Seller Released Matters, hereby ratifies each and every amendment to the fullest extent permitted by law, the provisions, rights Organizational Documents of any Company and benefits each and every merger of Section 1542 any Company or any of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor its respective predecessors effected at the a time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, prior to the fullest extent permitted by applicable Laws, Closing when such Seller owned any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence Ownership Interests of such additional Company or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effectsuch predecessor.

Seller Release. Effective as (a) Each Seller does hereby, on behalf of the Closingitself and its agents, Sellerrepresentatives, for itselfattorneys, its assigns, Affiliates, heirs, executors and for its successors and assigns administrators (collectively, the “Seller Releasing Parties”)) RELEASE AND FOREVER DISCHARGE Edgen, hereby releases, acquits and absolutely forever discharges each of ParentEdgen’s Subsidiaries, Buyer and their Affiliates, successors and assigns the Purchaser and their respective pastAffiliates, present and future employeesparents, joint ventures, officers, directors, stockholdersshareholders, licenseesmembers, agentsmanagers, administratorsemployees, insurers consultants, representatives, successors and attorneys assigns, heirs, executors and administrators (collectively, the “Buyer Released Company Parties”) from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claimscauses of action, suits, demandsdebts, damagesclaims and demands whatsoever at law, lossesin equity or otherwise, which such Seller or any of the Seller Parties ever had, now has, or hereafter may have, by reason of any matter, cause or thing whatsoever, from the beginning of its initial dealings with Edgen or any of its Subsidiaries to the Closing, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to such Seller’s status as a stockholder, investor, holder of any equity interests, lender (except as to any such Seller or any of its Affiliates holding Indebtedness of Edgen as set forth on Schedule 4.28 hereto) or debtor of Edgen or any of its Subsidiaries (including any right to indemnification or contribution from Edgen (whether statutory, common law, pursuant to Edgen’s charter documents or otherwise)), any agreement between such Seller, Edgen or any of its Subsidiaries or any Affiliate of Edgen or any of its Subsidiaries, and, if applicable, such Seller’s employment relationship with Edgen or any of its Subsidiaries, but not including such claims to payments, indemnification, contribution and other rights provided to such Seller under this Agreement and the employment agreements or causes of action, suits, debts, liabilitiesclaims and demands whatsoever at law, judgmentsin equity or otherwise, obligationsarising from or relating in any way to such Seller Parties’ status as a director, costsofficer, expenses (including reasonable attorneys' and accountants' fees and expenses)stockholder, actions and causes of action investor or holder of any nature whatsoever (including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing), whether now known or unknown, suspected or unsuspected, that the Seller Releasing Parties now have, or at any time previously had, or shall or may have in the future, in whatever capacity, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, equity interests in connection with the Senior Notes Offering (other than with respect to any untrue statement or otherwise alleged untrue statement or omission or alleged omission made in relation the Senior Notes Offering in reliance upon and in conformity with written information furnished to Purchaser by or on behalf of any member of such Seller Party specifically for inclusion therein, but only with respect to such member of the transactions contemplated by this Agreement or (ii) arising, accruing, or that could have accrued from Seller Party specifically for inclusion therein or in connection with any asset owned efforts by or licensed any Seller Party to Seller, any engage in the selling of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired notes contemplated by the Buyer, prior to or as Senior Notes Offering other than at the express direction of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this AgreementPurchaser). It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the The release contained in this Section 10.01 shall be paragraph (a) is effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and without regard to the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf legal nature of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, raised and without regard to the subsequent discovery whether any such claims are based upon tort, equity, implied or existence of such additional express contract or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability discrimination of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effectsort.

Seller Release. Effective as of the Closing, Seller, for itself, its Affiliates, and for its successors and assigns (the “Seller Releasing Parties”), hereby releases, acquits and absolutely forever discharges each of Parent, Buyer and their Affiliates, successors and assigns and their respective past, present and future employees, officers, directors, stockholders, licensees, agents, administrators, insurers and attorneys (the “Buyer Released Parties”) from and against, and covenants not to sue xxx upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, suits, demands, damages, losses, debts, liabilities, judgments, obligations, costs, expenses (including reasonable attorneys' and accountants' fees and expenses), actions and causes of action of any nature whatsoever (including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing), whether now known or unknown, suspected or unsuspected, that the Seller Releasing Parties now have, or at any time previously had, or shall or may have in the future, in whatever capacity, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by this Agreement or (ii) arising, accruing, or that could have accrued from or in connection with any asset owned by or licensed to Seller, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effect.

Seller Release. Effective as (a) Seller hereby acknowledges that, in consideration for the Redemption and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, from and after the Closing, Seller, for itselfon behalf of itself and its respective subsidiaries, its Affiliatesparents, and for its affiliates, agents, legal representatives, predecessors, successors and assigns (collectively, the “Seller Other Releasing Parties”)) hereby fully, hereby releasesfinally, acquits and absolutely forever discharges completely releases each of ParentAutoMD, Buyer and their Affiliates, successors and assigns USAP and their respective pastsubsidiaries, present and future employeesaffiliates, stockholders, officers, directors, stockholders, licenseesemployees, agents, administratorsattorneys, insurers representatives and attorneys representatives of each of them (the “Buyer Released Parties”) ), of and from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, suitsactions, demands, damages, losses, debts, liabilities, judgments, obligations, costs, expenses (including reasonable attorneys' and accountants' fees and expenses), actions and and/or causes of action action, of any nature whatsoever (including any claims based on whatever kind or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing)character, whether now known or unknown, suspected or unsuspectedarising from, that the Seller Releasing Parties now haverelating to, or at in any time previously hadway connected with Seller’s investment in AutoMD, Seller’s rights as a stockholder of AutoMD, Seller’s rights under the AutoMD Financing Documents, and/or any other facts or shall or may have in the future, in whatever capacity, against the Buyer Released Parties, (i) arising or accruing events occurring on or before the Closing DateClosing; provided, including however, that neither Seller nor the Other Releasing Parties are releasing (i) any unpaid Transaction Expensesclaims for breach of any representation, warranty, covenant or agreement of this Agreement or any agreement, instrument, or document executed or delivered in connection with or otherwise in relation to the transactions contemplated Closing by this Agreement or any Released Parties; (ii) arisingany indemnification obligations owed by any Released Party pursuant to AutoMD’s certificate of incorporation or bylaws, accruing, or that could have accrued from or in connection with any asset owned by or licensed to Seller, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of (A) the Seller or the Other Releasing Parties, in executing this Agreement, and in giving and receiving Parties or (B) any director or officer appointed by Seller pursuant to the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution AutoMD Financing Documents; or (iii) any claim by the Seller Releasing Parties and or the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Other Release Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, whether known or unknown, suspected or unsuspectedpursuant to any commercial agreement, which now existcontract, obligation, promise, or heretofore existedundertaking (whether written or oral) between the Released Parties on the one hand, and Seller and/or the Other Releasing Parties, on the other hand (such matters identified in the foregoing clauses (i), (ii), (iii) and (iv), are referred to herein as the “Excepted Claims”). Seller, on behalf of itself and the Other Releasing Parties, agree that this Agreement includes a release of any negligence claims, contractual claims for breach or default, and any claims for any alleged breach of fiduciary duties owed by AutoMD, USAP, or may hereafter existany of the other Released Parties in any capacity, and without regard to any related attorneys’ fees and costs, if any, that Seller or any of the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Other Releasing Parties may have against AutoMD, USAP, or any of the other Released Parties (other than the Excepted Claims). Seller, on behalf of itself and the Other Releasing Parties, waives and releases the Released Parties from each and every claim that this Agreement was procured by fraud or signed under duress or coercion so as to make this release not voluntarily or involuntarily assigned or transferred or purported binding. Seller, on behalf of itself and the Other Releasing Parties, understands and agrees that by signing this Agreement it is giving up the right to assign or transfer, and covenants pursue legal claims that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to may have against any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effectReleased Parties.

Seller Release. Effective as of the Closing, the Seller, for itselfon its own behalf and on behalf of any related entities, its Affiliatespredecessors, successors, affiliates, divisions, subsidiaries, parent companies, and for any of its successors or their assigns, attorneys, accountants, auditors, and assigns past and present officers, directors, employees, members, partners, principles, shareholders, and trustees (the collectively, “Seller Releasing PartiesReleasors”), hereby releases, acquits releases and absolutely forever discharges each of Parent, the Buyer and the Company and any related entities, predecessors, successors, affiliates, divisions, subsidiaries, parent companies, and any of its or their Affiliatesassigns, successors attorneys, accountants, and assigns past and their respective past, present and future employees, officers, directors, stockholdersemployees, licenseesmembers, agentspartners, administratorsprinciples, insurers shareholders, and attorneys trustees (the collectively “Buyer Released Parties”) ), from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all payments, damages, costs, fees, claims, suits, demands, damagescauses of action, lossesactions, debtsfees and expenses (including interest and penalties due and payable with respect thereto and reasonable attorneys’ and accountants’ fees and any other reasonable out-of-pocket expenses incurred in investigating, preparing, defending or settling any action), obligations, liabilities, judgmentspenalties and losses, obligations, costs, expenses (including reasonable attorneys' and accountants' fees and expenses), actions and causes of action of any nature whatsoever (including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing), whether now known or unknown, suspected contingent or unsuspectedaccrued, now existing or hereafter arising (collectively, “Claims”) that the Seller Releasing Parties now haveReleasors, or at any time previously hadand each of them, or shall or may have in the futurehave, in whatever capacityown or hold, or which they any time heretofore had owned or held against the Buyer Released PartiesParties by reason of, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by this Agreement or (ii) arising, accruing, or that could have accrued from out of or in connection with any asset owned by matter of whatever nature or licensed character from the beginning of time through and including the date hereof (collectively “Released Claims”) and further agrees not to Sellerinstitute any litigation, lawsuit, claim, action or other proceeding against any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties in respect of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisionsReleased Claims; provided, however, that nothing in this release (this “Release”) shall be construed to release, acquit or discharge any Claims or rights and benefits conferred by that any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, Releasors has or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different factshave under this Agreement. Seller hereby represents and warrants, on behalf of itself and the other Releasors, that each such Releasor (a) has access to Buyer that adequate information regarding the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transferterms of this Agreement, the facts underlying the Released Claims, the scope and effect of the releases set forth herein, and covenants that it will all other matters encompassed by this Agreement to make an informed and knowledgeable decision with regard to entering into this Agreement, (b) has not voluntarily assigned any Released Claims and (c) has not relied on any other person or involuntarily assign entity in deciding to enter into this Release and has instead made his, her or transfer or purport its own independent analysis and decision to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of enter into this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effectRelease.

Seller Release. Effective as of the Closing, Seller, for itself, its Affiliates, and for its successors and assigns (the “Seller Releasing Parties”), hereby releases, acquits and absolutely forever discharges each of Parent, Buyer and their Affiliates, successors and assigns and their respective past, present and future employees, officers, directors, stockholders, licensees, agents, administrators, insurers and attorneys (the “Buyer Released Parties”) from and against, and covenants not to sue xxx upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, suits, demands, damages, losses, debts, liabilities, judgments, obligations, costs, expenses (including reasonable attorneys' and accountants' fees and expenses), actions and causes of action of any nature whatsoever (including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing), whether now known or unknown, suspected or unsuspected, that the Seller Releasing Parties now have, or at any time previously had, or shall or may have in the future, in whatever capacity, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by this Agreement or (ii) arising, accruing, or that could have accrued from or in connection with any asset owned by or licensed to Seller, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effect.

Seller Release. Effective as of the Closing, Seller, for itself, and for its Affiliates, and for its successors and assigns and for their respective past, present and future employees, officers, members, managers, licensees, agents, administrators, insurers and attorneys (the “Seller Releasing Parties”), hereby releases, acquits and absolutely forever discharges each of Parent, Buyer and their Affiliates, successors and assigns and their respective past, present and future employees, officers, directors, stockholders, licensees, agents, administrators, insurers and attorneys (the “Buyer Released Parties”) from and against, and covenants not to sue xxx upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, suits, demands, damages, losses, debts, liabilities, judgments, obligations, costs, expenses (including reasonable attorneys' and accountants' fees and expenses), actions and causes of action of any nature whatsoever (including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing), whether now known or unknown, suspected or unsuspected, that the Seller Releasing Parties now have, or at any time previously had, or shall or may have in the future, in whatever capacity, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by this Agreement or (ii) arising, accruing, or that could have accrued from or in connection with any asset owned by or licensed to Seller, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effect.

Seller Release. Effective as of upon the Closing, the Seller, for on behalf of itself, its Bankruptcy Estate, and its past, present and future subsidiaries, parents, divisions, Affiliates, and for its agents, representatives, insurers, attorneys, successors and assigns assigns, all solely in such capacity, (collectively, the “Seller Releasing Parties”), hereby releasesrelease, acquits remise, acquit and absolutely forever discharges each of Parent, discharge (i) the Buyer and their Affiliates, successors and assigns and their respective its past, present and future employeessubsidiaries, parents, divisions, Affiliates, agents, representatives, insurers, attorneys, successors and assigns, and each of its and their respective directors, managers, officers, directorsemployees, stockholdersshareholders, licenseesmembers, agents, administratorsrepresentatives, insurers attorneys, contractors, subcontractors, independent contractors, owners, insurance companies and attorneys partners (collectively, the “Buyer Released Parties”) ), from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, suitsContracts, demands, damagescauses of action, disputes, controversies, suits, cross-claims, torts, losses, debts, liabilities, judgmentsattorneys’ fees and expenses, obligations, costsagreements, covenants, damages, Liabilities, costs and expenses (including reasonable attorneys' and accountants' fees and expenses)collectively, actions and causes of action of any nature whatsoever (including any claims based “Disputes”) arising on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing)Closing Date, whether now known or unknown, suspected whether anticipated or unsuspectedunanticipated, whether claimed or suspected, whether fixed or contingent, whether yet accrued or not, whether damage has resulted or not, whether at law or in equity, whether arising out of agreement or imposed by statute, common law of any kind, nature, or description, including, without limitation as to any of the foregoing, any claim by way of indemnity or contribution, which any Seller Releasing Party has, may have had or may hereafter assert against any Buyer Released Party and (ii) any claim, right or interest of Sellers (whether known or unknown, whether anticipated or unanticipated, whether claimed or suspected, whether fixed or contingent, whether yet accrued or not, whether at law or in equity, whether arising out of agreement or imposed by statute, common law of any kind, nature, or description) in the Purchased Assets; provided, that notwithstanding the foregoing, Seller Releasing Parties now have, or at do not in any time previously had, or shall or may have in the future, in whatever capacity, against the event release Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by from its obligations under this Agreement or (ii) arisingthe Ancillary Agreements, accruingincluding the Assumed Liabilities. In addition, or that could have accrued from or if Seller files a Plan, such Plan shall be consistent with this Agreement in connection with any asset owned all respects and will include releases and exculpation provisions in favor of Buyer Released Parties to the maximum extent permitted by or licensed to Sellerlaw. The Seller agrees, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and on behalf of the each Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for hereinParty, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. 5.6 applies not only to Disputes that are presently known, suspected, or disclosed to such Seller, for itself and on behalf of the other but also to Disputes that are presently unknown, unsuspected, or undisclosed to such Seller. The Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each Seller Releasing Party is assuming the risk that the facts may hereafter discover facts in addition turn out to or be different from those which are known or believed what such Seller Releasing Party believes them to be true with respect and agrees that the release in this Section 5.6 shall be in all respects effective and not subject to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known termination or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence rescission because of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effectmistaken belief.

Seller Release. Effective Except as contemplated by Article VII or in the case of Actual Fraud, from and after the Closing, SellerSeller agrees, for on behalf of itself, its subsidiaries and its Affiliates, that none of Purchaser, the Sponsors, the Acquired Companies, their Affiliates, their current or former officers and for its successors and assigns directors or any of their respective Representatives, whether in any individual, corporate, or any other capacity (the “Seller Releasing Parties”), hereby releases, acquits and absolutely forever discharges each of Parent, Buyer and their Affiliates, successors and assigns and their respective past, present and future employees, officers, directors, stockholders, licensees, agents, administrators, insurers and attorneys (the “Buyer Purchaser Released Parties”) from shall have any liability or responsibility to Seller nor any of the Seller Related Parties for (and againstSeller hereby unconditionally irrevocably waives, acquits, remises, discharges and covenants not to sue uponforever releases, all Seller on behalf of itself and its Affiliates, Purchaser Released Matters. “Seller Released Matters” means Parties from) any and all claims, suits, demands, damages, losses, debts, liabilities, judgments, obligations, costs, expenses (including reasonable attorneys' and accountants' fees and expenses), actions and causes of action obligations or Liabilities of any kind or nature whatsoever (including any claims based on or relating to infringementwhatsoever, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing), whether now known or unknown, suspected or unsuspected, that the Seller Releasing Parties now have, or at any time previously had, or shall or may have in the future, in whatever capacity, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by this Agreement or (ii) arising, accruing, or that could have accrued from or in connection with any asset owned by or licensed to Seller, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyerwhether absolute or contingent, prior to liquidated or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Mattersunliquidated, known or unknown, suspected matured or unsuspectedunmatured or determined or determinable, which now existand whether arising under any Law, contract, agreement, arrangement, commitment, undertaking or understanding, whether written or oral or otherwise at Law or in equity: (a) arising out of, or heretofore existedrelating to, the organization, management or operation of the businesses of the Acquired Companies relating to any matter, occurrence, action or activity on or prior to the Closing Date, (b) relating to this Agreement and the transactions contemplated hereby, except, in the case of Purchaser, for covenants and agreements which contemplate performance after the Closing or otherwise expressly by their terms survive the Closing, each of which will survive in accordance with its terms, (c) arising out of or due to any inaccuracy or breach of any representation or warranty or the breach of any covenant, undertaking or other agreement contained in this Agreement, the Schedules and Exhibits hereto or in any Transaction Document or certificate contemplated hereby and delivered in connection herewith, except, in the case of Purchaser, with respect to the covenants and agreements which contemplate performance after the Closing or otherwise expressly by their terms survive the Closing, each of which will survive in accordance with its terms, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, (d) relating to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter information, documents or materials furnished by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability on behalf of the remainder of this Section 10.01, which shall remain in full force and effectAcquired Companies or Purchaser.

Seller Release. Effective as For and in consideration of the Purchase Price to be received by the LLC Seller under this Agreement, from and after the Closing, Seller, for itself, its Affiliates, and for its successors and assigns (the “each Seller Releasing Parties”), hereby releases, acquits and absolutely forever discharges the Company and its Affiliates, and their respective Affiliates’ present, former and future officers, directors, attorneys, agents, Representatives, trustees, and employees and each of Parenttheir respective heirs, Buyer and their Affiliatesexecutors, administrators, successors and assigns (each a “Released Party”), of and their respective past, present and future employees, officers, directors, stockholders, licensees, agents, administrators, insurers and attorneys (the “Buyer Released Parties”) from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claimsmanner of action or actions, suitscause or causes of action, demands, rights, damages, losses, debts, liabilitiesdues, judgmentssums of money, obligationsaccounts, reckonings, costs, expenses (including reasonable attorneys' expenses, responsibilities, covenants, contracts, controversies, agreements and accountants' fees and expenses), actions and causes of action of any nature whatsoever (including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing)Claims whatsoever, whether now known or unknown, suspected of every name and nature, both in law and in equity (each a “Released Claim”), which such Seller or unsuspectedsuch Seller’s heirs, that the Seller Releasing Parties executors, administrators, successors or assigns (each a “Releasor Party”) ever had, now havehas, or at any time previously had, hereafter may have or shall or may have in the futureagainst any Released Party, in whatever capacityeach case, against the Buyer Released Partiesarising out of any matters, (i) arising causes, acts, conduct, claims, circumstances or accruing on events occurring or before the Closing Date, including any unpaid Transaction Expenses, in connection with failing to occur or otherwise in relation to the transactions contemplated by this Agreement or (ii) arising, accruing, or that could have accrued from or in connection with any asset owned by or licensed to Seller, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyerconditions existing, prior to or as of the time the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreementbecomes effective. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in In executing this Agreementrelease, each Releasor Party acknowledges and in giving and receiving the consideration called for herein, intends that the release contained in this Section 10.01 it shall be effective as a full bar to each and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf every one of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to Released Claims. Notwithstanding the Seller Released Matters, to the fullest extent permitted by lawforegoing, the provisions, following are expressly excluded from “Released Claims” and no Releasor Party is obligated to release such Releasor Party’s rights and benefits of Section 1542 interests (i) under the Transaction Documents or any other agreement entered into with the Purchaser or an Affiliate of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true Purchaser (ii) with respect to any Releasor Party that is an employee or director of the Company, (1) for any compensation or benefit for services rendered to the Company that remain unpaid or unawarded (including rights to payment for salary, bonuses, commissions and vacation pay, earned and unpaid as of the date hereof and any claim for accrued, vested benefits under any tax qualified retirement plan or employee welfare benefit plan of the Company in accordance with plan terms and applicable law) to the extent accrued for in the Final Net Working Capital or Final Indebtedness, (2) under any agreement entered into with the Company in connection with such Releasor Party’s employment with or service for the Company to the extent accrued for in the Final Net Working Capital or Final Indebtedness, or (3) for any rights to indemnification or advancement of expenses that such Releasor Party has under the terms of the Company’s Charter and Governing Documents (subject matter of this release, but that each separately intends toto the limitations under Section 5.10(b)), and does, hereby fully, finally and forever settle and release (iii) under any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effectinsurance policies.

Seller Release. Effective (i) Subject to Section 8.5(a)(ii), as of the ClosingEffective Time, Sellerthe Seller hereby forever fully and irrevocably releases and discharges Purchaser, for itselfUSGP, its AffiliatesCompany, the Service Entities and their respective predecessors, successors, direct or indirect subsidiaries, stockholders, members, partners, managers, directors, officers, employees, agents, and for its successors and assigns representatives (collectively, the “Seller Releasing Purchaser Released Parties”), hereby releases, acquits and absolutely forever discharges each of Parent, Buyer and their Affiliates, successors and assigns and their respective past, present and future employees, officers, directors, stockholders, licensees, agents, administrators, insurers and attorneys (the “Buyer Released Parties”) from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claimsProceedings, suitsOrders or Liabilities of any kind and nature whatsoever in law or equity, demands, or otherwise (including claims for damages, losses, debts, liabilities, judgments, obligations, costs, expenses (including reasonable expenses, and attorneys' ’, brokers’ and accountants' ’ fees and expenses)) arising out of or related to USGP, actions and causes Company, or the Service Entities or the Seller’s direct or indirect ownership of action of any nature whatsoever (including any claims based on equity in USGP, Company, or relating to infringementthe Service Entities, misappropriation of trade secretswhich the Seller can, breach of contract, breach of shall or may have against the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing)Purchaser Released Parties, whether now known or unknown, suspected or unsuspectedunanticipated as well as anticipated and that now exist or may hereinafter accrue based on matters now known as well as unknown (collectively, that the Seller Releasing Parties now have“Purchaser Released Claims”), and hereby irrevocably agrees to refrain from asserting any Proceeding of any kind before any Governmental Authority against any Purchaser Released Party based upon any Purchaser Released Claim. Notwithstanding the preceding sentence of this Section 8.5(a)(i), “Purchaser Released Claims” does not include, and the provisions of this Section 8.5(a)(i) shall not release or otherwise diminish, (a) the obligations of Purchaser, USGP, or at Company expressly set forth in any time previously had, or shall or may have in the future, in whatever capacity, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by provisions of this Agreement or (ii) arising, accruing, or that could have accrued from or in connection with any asset owned by or licensed to Seller, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing PartiesTransaction Documents, acknowledges that it has consulted with legal counsel (b) the obligations of USGP and shall be deemed Company to have waivedindemnify, defend and shall have expresslyhold harmless its managers, knowingly officers, partners and intentionally waived and relinquished, but only as to employees under their respective organizational and/or governing documents or (c) the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability obligations of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effectinsurer under any insurance policy.

Seller Release. Effective as of the Closing, Seller, for itself, its Affiliates, each Seller hereby releases and for its successors and assigns (the “Seller Releasing Parties”), hereby releases, acquits and absolutely forever discharges each Company and each of Parent, Buyer its past and their Affiliates, successors and assigns and their respective past, present and future employees, officers, directors, stockholdersemployees and agents (individually, licenseesa “Releasee” and collectively, agents, administrators, insurers and attorneys (the “Buyer Released PartiesReleasees”) from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, suits, demands, damagesactions, lossesarbitrations, debtsaudits, liabilitieshearings, judgmentsinvestigations, obligationslitigations, costssuits (whether civil, expenses (including reasonable attorneys' and accountants' fees and expensescriminal, administrative, investigative or informal), actions and causes of action of any nature whatsoever (including any claims based on or relating to infringementaction, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith orders and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing)liabilities whatsoever, whether now known or unknown, suspected or unsuspected, contingent or otherwise, both at law and in equity, of any kind, character or nature whatsoever (“Claims”) which such Seller now has or has ever had against the respective Releasees however arising and that relate in any way to such Sellers’ indirect or direct ownership of any Ownership Interest in any Company, including the Equity Interests. The scope of the release shall include all Claims (a) relating to a breach of any fiduciary duty owed by the Releasees to any Company and arising from any such Ownership Interest or (b) relating to any breach of the Organizational Documents of any Company, as such may be amended; provided, however, that the Seller Releasing Parties now have, or at any time previously had, or foregoing release and discharge shall or may have in the future, in whatever capacity, against the Buyer Released Parties, not release (i) arising Buyer of its obligations or accruing on or before the Closing Dateliabilities to such Seller pursuant to this Agreement, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by this Agreement or (ii) arisingany benefits under the welfare benefit plans, accruingpractices, or that could have accrued from or policies and programs provided by any Company arising prior to the Closing in connection with any asset owned the employment of such Seller. Each Seller understands and agrees that it is expressly waiving all Claims against the Releasees covered by this Section 11.18, including those Claims that it may not know of or licensed suspect to Sellerexist which, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy if known, may have materially affected the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior decision to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing provide this Agreement, and in giving and receiving the consideration called for herein, such Seller expressly waives any rights under applicable law that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as provide to the contrary. Each Seller Released Matters, hereby ratifies each and every amendment to the fullest extent permitted by law, the provisions, rights Organizational Documents of any Company and benefits each and every merger of Section 1542 any Company or any of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor its respective predecessors effected at the a time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, prior to the fullest extent permitted by applicable Laws, Closing when such Seller owned any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence Ownership Interests of such additional Company or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effectsuch predecessor.

Seller Release. Effective as of the Closing, Seller, for itself, and for its Affiliates, and for its successors and assigns and for their respective past, present and future employees, officers, members, managers, licensees, agents, administrators, insurers and attorneys (the “Seller Releasing Parties”), hereby releases, acquits and absolutely forever discharges each of Parent, Buyer and their Affiliates, successors and assigns and their respective past, present and future employees, officers, directors, stockholders, licensees, agents, administrators, insurers and attorneys (the “Buyer Released Parties”) from and against, and covenants not to sue xxx upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, suits, demands, damages, losses, debts, liabilities, judgments, obligations, costs, expenses (including reasonable attorneys' ’ and accountants' ’ fees and expenses), actions and causes of action of any nature whatsoever (including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing), whether now known or unknown, suspected or unsuspected, that the Seller Releasing Parties now have, or at any time previously had, or shall or may have in the future, in whatever capacity, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by this Agreement or (ii) arising, accruing, or that could have accrued from or in connection with any asset owned by or licensed to Seller, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effect.

Seller Release. Effective as In consideration for the agreement and covenants of the ClosingPurchaser set forth in this Agreement, each Seller, for itself, on behalf of itself and each of its Affiliates, hereby knowingly and for its successors voluntarily and assigns (the “Seller Releasing Parties”), hereby unconditionally releases, acquits and absolutely forever discharges each of Parentand covenants not to xxx the Purchaser and the Acquired Companies and the Operating Company, Buyer their respective predecessors, successors, parents, subsidiaries and their other Affiliates, successors and assigns and any of their respective past, present current and future employees, former officers, directors, stockholders, licenseesemployees, agents, administrators, insurers and attorneys (the “Buyer Released Parties”) or representatives from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means for any and all claims, causes of action, demands, suits, demandsdebts, obligations, liabilities, damages, losses, debts, liabilities, judgments, obligations, costs, and expenses (including reasonable attorneys' and accountants' fees and expenses)’ fees) of every kind or nature whatsoever, actions and causes known or unknown, actual or potential, suspected or unsuspected, fixed or contingent, that such Seller has or may have, now or in the future, arising out of, relating to, or resulting from any act of action of any nature whatsoever (including any claims based on commission or relating to infringementomission, misappropriation of trade secretserrors, negligence, strict liability, breach of contract, breach tort, violations of Law, matter or cause whatsoever from the beginning of time to the Closing Date; provided, however, that such release shall not cover: (a) any claims against the Purchaser or any of its Affiliates (other than the Acquired Companies and the Operating Company) unrelated to the Acquired Companies and the Operating Company; (b) any claims against the Purchaser arising under this Agreement or any Related Document, including any claims relating to the Purchaser’s failure to pay the Purchase Price or other amounts in accordance with this Agreement or any Related Document or relating to the Purchaser’s failure to comply with its other obligations under this Agreement or under any Related Document to which it is a party; (c) subject to the limitations set forth in Section 6.2(c), exculpatory or indemnification provisions set forth in any organizational or governing document (and any amendments thereto) of any Acquired Company or the Operating Company or available under the Delaware General Corporation Law, as amended, or the South Carolina Uniform Limited Liability Company Act of 1996, as amended; or (d) claims for salary, bonuses, accrued vacation, any other employee compensation and unreimbursed expenses (clauses (a) through (d), “Excluded Claims”). Notwithstanding the foregoing, with respect to Xxxxx LLC, Xxxxx Capital, Xxxxx Equity and Xxxxx Lending and their Affiliates, the provisions of this Section 6.4 shall apply only in each of their capacity as an equityholder of the covenant of good faith Acquired Companies and fair dealingas a seller under this Agreement, misappropriation of confidential information or and shall not apply to any other nondisclosure obligation that may exist between the parties prior capacity, including as a lender to the Closing)Target Companies. Furthermore, whether now in consideration for the agreements and covenants of the Purchaser set forth in this Agreement, other than in the event of willful misconduct, bad faith or gross negligence of Xxxxxx X. Xxxxx & Co. Incorporated or Financo LLC, as applicable, each Seller, on behalf of itself and each of its Affiliates, hereby knowingly and voluntarily and unconditionally releases, forever discharges and covenants not to xxx Xxxxxx X. Xxxxx & Co. Incorporated and Financo LLC, their respective predecessors, successors, parents, subsidiaries and other Affiliates, and any of their respective current and former officers, directors, employees, agents, or representatives from and for any and all claims, causes of action, demands, suits, debts, obligations, liabilities, damages, losses, costs, and expenses (including attorneys’ fees) of every kind or nature whatsoever, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent, that the such Seller Releasing Parties now has or may have, now or at any time previously had, or shall or may have in the future, in whatever capacityarising out of, against the Buyer Released Partiesrelating to, (i) arising or accruing on resulting from this Agreement or before the Closing Dateany Related Document, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by this Agreement hereby and thereby, and any engagement letter between the Acquired Companies or (ii) arisingthe Operating Company on the one hand, accruing, and Xxxxxx X. Xxxxx & Co. Incorporated or that could have accrued from or in connection with any asset owned by or licensed to Seller, Financo LLC and any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the BuyerAffiliates, prior to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effecthand.

Seller Release. Effective as of the ClosingCalculation Time, each Seller, for itselfincluding on behalf of anyone claiming through such Seller (including such Seller’s Affiliates) and the heirs, its Affiliatesexecutors, and for its personal representatives, successors and assigns of any of the foregoing (collectively, the “Seller Releasing Parties”), hereby releases, acquits irrevocably and absolutely unconditionally releases and forever discharges each of ParentBuyer, Buyer each of the Heartland Companies, Heartland Agriculture LLC, Heartland Ag Kansas, LLC, Heartland Guaranty, LLC, Heartland Leverage Lender, LLC, each subsidiary of any of the foregoing, and their Affiliateseach current and former equityholder, director, manager, officer, employee and agent of any of the foregoing, and the respective heirs, executors, personal representatives, successors and assigns and their respective pastof each of the foregoing (collectively, present and future employees, officers, directors, stockholders, licensees, agents, administrators, insurers and attorneys (the “Buyer Released Parties”) ), of and from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claimsActions and Losses, suitswhatsoever, demandswhether in law, damagescommon law, lossesor in equity, debts, liabilities, judgments, obligations, costs, expenses (including reasonable attorneys' and accountants' fees and expenses), actions and causes of action of any nature whatsoever (including any claims whether based on or relating alleged to infringementbe associated with an Action founded in negligence or strict liability, misappropriation which any of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing), whether now known or unknown, suspected or unsuspected, that the Seller Releasing Parties now havehas, or at any time previously had, or shall ever had or may have against each of the Buyer Released Parties, now or in the future, in whatever capacityeach case, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by this Agreement or (ii) arising, accruing, or that could have accrued from out of or in connection with any asset owned by matter, cause, thing, fact or licensed to Seller, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities circumstance which existed on or their Affiliates in each case that is being acquired by the Buyer, prior to the Closing Date or as arising out of events occurring or conditions existing on or prior to the Closing Date; provided that. Notwithstanding the foregoing, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release nothing contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed 12.11 will operate to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know waive or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described aboveActions or Losses, but only as whatsoever, whether in law, common law, or in equity, and whether based on or alleged to be associated with an Action founded in negligence or strict liability (i) that any Seller Releasing Party has under this Agreement, any Exhibit or Schedule hereto or any other agreement, certificate, or instrument delivered in connection with the transactions contemplated hereby or thereby; (ii) any contract of employment and/or consultancy services with Buyer, the Heartland Companies, or any of their respective Affiliates to which such Seller Releasing Party is a party and which shall continue to have effect following Closing; (iii) subject to the Seller Released Matterslimitations set forth in Section 9.10 hereof, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effect.with

Seller Release. Effective as of the Closing, Each Seller, for itselfon behalf of themself and each of their Related Parties, its Affiliateshereby releases and forever discharges Buyer, the Company, and for its successors the Subsidiaries, and assigns (the “Seller Releasing Parties”), hereby releases, acquits and absolutely forever discharges each of Parent, Buyer and their Affiliates, successors and assigns and their respective individual, joint or mutual, past, present and future employeesRepresentatives, officers, directorsaffiliates, stockholders, licenseescontrolling persons, agentssubsidiaries, administratorssuccessors and assigns (individually, insurers a “Releasee” and attorneys (the collectively, “Buyer Released PartiesReleasees”) from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, suits, demands, damagesAction, lossescauses of action, debts, liabilities, judgmentsorders, obligations, costsContracts, expenses (including reasonable attorneys' debts and accountants' fees and expenses), actions and causes of action of any nature whatsoever (including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing)liabilities whatsoever, whether now known or unknown, suspected or unsuspected, that the both at law and in equity, which each Seller Releasing or any of their respective Related Parties now havehas, or at any time previously had, or shall have ever had or may hereafter have in the future, in whatever capacity, against the Buyer Released Partiesrespective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, (i) arising cause or accruing on event occurring contemporaneously with or before prior to the Closing Date, including including, but not limited to, (a) any unpaid Transaction Expensesrights to indemnification or reimbursement from the Company or a Subsidiary, in connection with whether pursuant to their respective Organizational Documents, Contract or otherwise in relation and whether or not relating to the transactions contemplated by this Agreement or (ii) arising, accruingclaims pending on, or that could have accrued from or in connection with any asset owned by or licensed to Sellerasserted after, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior to or as of the Closing Date; provided thator (b) the right to receive or otherwise be compensated for the Retained Earnings, notwithstanding except to the foregoing extent expressly set forth in this Agreement; provided, however, that nothing contained herein shall operate to release any obligations of Buyer arising under this Agreement or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this AgreementTransaction Document. It is the intention of Each Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing itself and each of its Related Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know he or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each she may hereafter discover facts in addition to or different from those which are known that he or believed she now knows or believes to be true with respect to the subject matter of this release, but that each separately intends to, it is such Person’s intention to fully and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which that do now exist, may exist or heretofore existed, or may hereafter exist, and without regard have existed with respect to the subsequent subject matter of this release. In furtherance of this intention, the releases contained herein shall be and remain in effect as full and complete releases notwithstanding the discovery or existence of such any additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to If any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part provision of this Section 10.01 shall not affect 10.11 is held invalid or unenforceable by any court of competent jurisdiction, the validity or enforceability of the remainder other provisions of this Section 10.01, which shall 10.11 will remain in full force and effect. Any provision of this Section 10.11 held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Seller Release. Effective as of the Closing, Each Seller, for itself, its on such Seller’s behalf and on behalf of such Seller’s respective Affiliates, and for its legal representatives, heirs, successors and assigns (collectively, the “Seller Releasing Parties”), hereby releasesabsolutely, acquits unconditionally and absolutely irrevocably releases and forever discharges each of Parent, Buyer the Company and their Affiliatesits respective present and former subsidiaries, successors and assigns assigns, and their respective past, present and future employeesdirectors, officers, directorsmanagers, stockholdersmembers, licenseesagents and employees (collectively, agents, administrators, insurers and attorneys (the “Buyer Company Released Parties”) from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claimsActions, suitsLiabilities, Losses, costs, reimbursements, damages (whether for compensatory, special, incidental or punitive damages, equitable relief or otherwise), demands, damagesrecoveries, losses, debts, liabilities, judgments, obligations, costs, expenses (including reasonable attorneys' indemnities and accountants' fees and expenses), actions and causes of action obligations of any nature whatsoever (including any claims based on kind, in law, at equity or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing)otherwise, whether now known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspectedunsuspected and whether arising by operation of law or otherwise, including with respect to conduct that is negligent, grossly negligent, willful, intentional, with or without malice or a breach of any duty, Law or rule, which such Seller Releasing Parties ever have had, or ever in the future may have against the Company Released Parties and which are based on acts, events or omissions occurring up to and including the Closing Date (the “Released Claims”); provided, that the Seller Releasing Parties now haveforegoing release shall not release, impair or at any time previously haddiminish, or and the term “Released Claims” shall or may have in the futurenot include, in whatever capacityany respect, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by Sellers’ rights under this Agreement or (ii) arising, accruing, or that could have accrued from or in connection with any asset owned by or licensed to the other Transaction Documents. Each Seller, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and on behalf of such Seller and the Seller Releasing Parties, in executing this Agreementagrees not to, and agrees to cause such Seller’s respective Affiliates not to, whether in giving and receiving the consideration called for hereinsuch Seller’s own capacity, that the release contained as successor, by reason of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller asserting, any Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Claim against any Company Released Parties of all Seller Released MattersParty. Each Seller, for itself and on behalf of such Seller and the other Seller Releasing Parties, acknowledges hereby waives any rights that it has consulted with legal counsel and shall be deemed to such Seller or any Seller Releasing Party may have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, under any Law which provides that: A that a general release does not extend to claims which the creditor releasing party does not know or suspect to exist in his or her the releasing party’s favor at the time of executing the release, which if known by him or her must such the releasing party may have materially affected his or her settlement with such the debtorreleasing party’s settlement. Seller, for itself and on behalf of the other Each Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter foregoing waiver was separately bargained for and is a key element of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effectAgreement.

Seller Release. Effective as of the Closing, Seller, the Sellers do for itself, its Affiliates, and for its successors and assigns (the “Seller Releasing Parties”), hereby releases, acquits and absolutely forever discharges each of Parent, Buyer themselves and their Affiliates, successors and assigns and their respective past, present and future employees, officers, directors, stockholders, licenseesAffiliates, agentsemployees, administratorspartners, insurers heirs, beneficiaries, successors and attorneys assigns, if any, hereby irrevocably and unconditionally release and absolutely forever discharge the Acquired Companies and their respective officers, directors, stockholders, Affiliates, employees, administrators and agents (the each, a “Buyer Company Released PartiesParty”) from and against, and covenants not to sue upon, against all Seller Released Matters. As used herein, the term “Seller Released Matters” means any and all claims, suits, demandsClaims, damages, losses, debts, liabilities, judgments, obligations (including any rights of contribution or indemnity obligations), costs, expenses (including reasonable attorneys' ’ and accountants' ’ fees and expenses), actions and causes of action of any nature whatsoever (including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing)whatsoever, whether now known or unknown, suspected or unsuspected, that the Seller Releasing Parties Sellers now have, or at any time previously had, or shall or may have in the futurefuture arising with respect to their direct or indirect ownership interest in the Acquired Companies or by virtue of or in any matter related to any actions or inactions with respect to the Acquired Companies, in whatever capacity, against the Buyer Released Parties, (i) arising or accruing each case on or before the Closing Date; provided, including any unpaid Transaction Expenses, in connection with or otherwise in relation to that the transactions contemplated by this Agreement or (ii) arising, accruing, or that could have accrued from or in connection with any asset owned by or licensed to Seller, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall not include (i) any rights granted to the Sellers under this Agreement or the Seller Documents or the Company Documents, (ii) in no manner prevent the case of any Seller from enforcing that is an employee of a Target Company, rights to compensation accrued prior to the Closing Date under Benefit Plans provided to the Purchaser prior to the date hereof, or (iii) any right rights of Seller contained in this Agreement. It is indemnification pursuant to any Indemnification Agreement or the intention of Seller, for itself and behalf Organizational Documents of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true Acquired Companies with respect to the subject matter of this release, but actions or events that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as took place prior to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different factsClosing. Each Seller hereby represents to Buyer and warrants that the Seller Releasing Parties have it or he has not voluntarily or involuntarily assigned or transferred any Claims released or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport be released pursuant to assign or transfer, this Section 8.11 to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effectPerson.

Seller Release. Effective as (a) Each Seller does hereby, on behalf of the Closingitself and its agents, Sellerrepresentatives, for itselfattorneys, its Affiliatesassigns, heirs, executors and for its successors and assigns administrators (collectively, the “Seller Releasing Parties”)) RELEASE AND FOREVER DISCHARGE the Company, hereby releases, acquits and absolutely forever discharges each of Parentthe Company’s Subsidiaries, the Buyer and their respective Affiliates, successors and assigns and their respective pastparents, present and future employeesjoint ventures, officers, directors, stockholdersshareholders, licenseesmembers, agentsmanagers, administratorsemployees, insurers consultants, representatives, successors and attorneys assigns, heirs, executors and administrators (collectively, the “Buyer Released Company Parties”) from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claimscauses of action, suits, demands, damages, losses, debts, liabilitiesclaims and demands whatsoever at law, judgmentsin equity or otherwise, obligationswhich such Seller or any of the Seller Parties ever had, costsnow has, expenses (including reasonable attorneys' and accountants' fees and expenses)or hereafter may have, actions and causes of action by reason of any nature whatsoever matter, cause or thing whatsoever, from the beginning of its initial dealings with the Company or any of its Subsidiaries to the Closing, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to such Seller’s status as a stockholder, investor, holder of any equity interests, lender (except as to any such Seller or any of its Affiliates holding Indebtedness of the Company as set forth on Schedule 3.16 hereto) or debtor of the Company or any of its Subsidiaries (including any claims based on right to indemnification or relating contribution from the Company (whether statutory, common law, pursuant to infringementthe Company’s charter documents or otherwise)), misappropriation any agreement between such Seller, the Company or any of trade secrets, breach of contract, breach its Subsidiaries or any Affiliate of the covenant of good faith and fair dealing, misappropriation of confidential information Company or any of its Subsidiaries, and, if applicable, such Seller’s employment relationship with the Company or any of its Subsidiaries, but not including such claims to payments and other nondisclosure obligation that may exist between rights provided to such Seller under this Agreement, the parties prior employment agreements and Change-of-Control Plans set forth in Section 10.4, compensation due and payable to such Seller as of the Closing), whether now known date hereof pursuant to such Seller’s employment with the Company or unknown, suspected or unsuspected, that the Seller Releasing Parties now have, or at any time previously had, or shall or may have in the future, in whatever capacity, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Dateof its Subsidiaries, including any unpaid Transaction Expenses, in connection with compensation due and payable pursuant to any bonus plans of the Company or otherwise in relation to the transactions contemplated by this Agreement or (ii) arising, accruingany of its Subsidiaries, or that could have accrued from any payments or in connection with benefits as may be due to such Seller under any asset owned by or licensed to Seller, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior to or as employee benefit plan of the Closing Date; provided that, notwithstanding Company in accordance with the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right terms of Seller contained in this Agreementsuch plan. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the The release contained in this Section 10.01 shall be paragraph (a) is effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and without regard to the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf legal nature of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, raised and without regard to the subsequent discovery whether any such claims are based upon tort, equity, implied or existence of such additional express contract or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability discrimination of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effectsort.

Seller Release. Effective as of the Closing, Seller, for itself, its Affiliates, Seller hereby releases and for its successors and assigns (the “Seller Releasing Parties”), hereby releases, acquits and absolutely forever discharges each Company and each of Parent, Buyer its past and their Affiliates, successors and assigns and their respective past, present and future employees, officers, directors, stockholdersemployees and agents (individually, licenseesa “Releasee” and collectively, agents, administrators, insurers and attorneys (the “Buyer Released PartiesReleasees”) from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, suits, demands, damagesactions, lossesarbitrations, debtsaudits, liabilitieshearings, judgmentsinvestigations, obligationslitigations, costssuits (whether civil, expenses (including reasonable attorneys' and accountants' fees and expensescriminal, administrative, investigative or informal), actions and causes of action of any nature whatsoever (including any claims based on or relating to infringementaction, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith orders and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing)liabilities whatsoever, whether now known or unknown, suspected or unsuspected, contingent or otherwise, both at law and in equity, of any kind, character or nature whatsoever (“Claims”) which Seller now has or has ever had against the respective Releasees however arising and that relate in any way to Seller’s indirect or direct ownership of any Ownership Interest in a Company, including the Equity Interests. The scope of the release shall include all Claims (a) relating to a breach of any fiduciary duty owed by the Releasees to a Company and arising from any such Ownership Interest or (b) relating to any breach of the Organizational Documents of any Company, as such may be amended; provided, however, that the Seller Releasing Parties now have, or at any time previously had, or foregoing release and discharge shall or may have in the future, in whatever capacity, against the Buyer Released Parties, not release (i) arising Buyer of its obligations or accruing on or before the Closing Dateliabilities to Seller pursuant to this Agreement, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by this Agreement or (ii) arisingany benefits under the welfare benefit plans, accruingpractices, or that could have accrued from or policies and programs provided by a Company arising prior to the Closing in connection with any asset owned by the employment of Seller or licensed to Seller, his position as an officer and/or director of any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 the Companies, if applicable. Seller understands and agrees that it is expressly waiving all Claims against the Releasees covered by this Section 11.17, including those Claims that it may not know of 98 Page ID #:681 Execution Copy or suspect to exist which, if known, may have materially affected the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior decision to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing provide this Agreement, and in giving and receiving the consideration called for herein, Seller expressly waives any rights under applicable law that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as provide to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different factscontrary. Seller hereby represents ratifies each and every amendment to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability Organizational Documents of any part Company and each and every merger of this Section 10.01 shall not affect any Company or any of its respective predecessors effected at a time prior to the validity Closing when Seller owned any Ownership Interests of such Company or enforceability of the remainder of this Section 10.01, which shall remain in full force and effectany such predecessor.

Seller Release. Effective as of the Closing, Sellereach of STR Sellers, for itselfSTRG Seller and Holdings, on behalf of itself and its Affiliates, and for including its successors and assigns (the “Seller Releasing Parties”), hereby releases, acquits and absolutely forever discharges each of Parent, Buyer and their Affiliates, successors and assigns and their respective past, present and future employees, officers, directors, stockholdersemployees, licenseespartners, agents, administratorsattorneys, insurers accountants, advisors and attorneys representatives (collectively, the “Buyer Released PartiesSeller Releasors”) hereby releases and forever discharges each Company, its Affiliates and Subsidiaries and each of its past and present officers, directors, employees, partners, agents, attorneys, accountants, advisors and representatives (individually, a “Releasee” and collectively, the “Releasees”) from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, suits, demands, damagesactions, lossesarbitrations, debtsaudits, liabilitieshearings, judgmentsinvestigations, obligationslitigations, costssuits (whether civil, expenses (including reasonable attorneys' and accountants' fees and expensescriminal, administrative, investigative or informal), actions and causes of action of any nature whatsoever (including any claims based on or relating to infringementaction, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith orders and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing)liabilities whatsoever, whether now known or unknown, suspected or unsuspected, that contingent or otherwise, both at law and in equity, of any kind, character or nature whatsoever (“Claims”) which any of the Seller Releasing Parties Releasors now havehas, or at any time previously has ever had, or shall or may have in the future, in whatever capacity, future against the Buyer Released Parties, (i) respective Releasees however arising and that arise out of Seller’s indirect or accruing on direct ownership of any Ownership Interest in any Company or before the Closing DateSubsidiary thereof, including any unpaid Transaction Expensesthe Equity Interests, in connection with or otherwise in relation to that arise out of the transactions contemplated by the Xxxx of Sale and Release and Intellectual Property Assignment, each by and between STR and STR Sector Analysis, LLC, and dated as of September 24, 2019, as amended as of the date hereof. The scope of the release shall include all Claims (a) relating to a breach of any fiduciary duty owed by the Releasees to any Company and arising from any such Ownership Interest or (b) relating to any breach of the Organizational Documents of any Company or Subsidiary thereof, as such may be amended; provided, however, that the foregoing release and discharge shall not release (i) Buyers of their obligations or liabilities to such Seller pursuant to this Agreement or the other Transaction Documents, (ii) arisingany benefits under insurance policies or the welfare benefit plans, accruingpractices, policies and programs provided by any Company or that could have accrued from Subsidiary thereof arising prior to the Closing or otherwise in connection with any asset owned by the employment of such STR Seller or licensed to STRG Seller, any (iii) STR Sellers’, STRG Seller’ or Holdings’ rights to indemnification pursuant to the Organizational Documents or pursuant to applicable Law or (iv) claims that cannot be released pursuant to applicable Law (to the extent covered by and paid in full out of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 payments under the Tail Policy). Holdings and each STR Seller and STRG Seller understands and agrees that they are expressly waiving all Claims against the Releasees covered by this Section 12.17, including those Claims that they may not know of 98 Page ID #:681 Execution Copy or suspect to exist which, if known, may have materially affected the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior decision to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing provide this Agreement, and in giving Holdings and receiving the consideration called for herein, each STR Seller and STRG Seller expressly waive any rights under applicable Law that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as provide to the contrary. Holdings and each STR Seller Released Matters, and STRG Seller hereby ratify each and every amendment to the fullest extent permitted by law, the provisions, rights Organizational Documents of any Company and benefits Subsidiary thereof and each and every merger of Section 1542 any Company or Subsidiary thereof or any of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor their respective predecessors effected at the a time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, prior to the fullest extent permitted by applicable Laws, Closing when Holdings and each STR Seller and STRG Seller owned any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence Ownership Interests of such additional Company (or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily Subsidiary thereof) or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effectsuch predecessor.

Seller Release. Effective In consideration of and as a condition to the Seller’s right to receive the consideration which is due to the Seller in accordance with this Agreement, and for other good and valuable consideration, the sufficiency of which the Seller hereby agrees and acknowledges, effective for all purposes only as of the Closing, Seller, for itself, its Affiliates, and for its successors and assigns (the “Seller Releasing Parties”), hereby releases, acquits and absolutely forever discharges each later to occur of Parent, Buyer and their Affiliates, successors and assigns and their respective past, present and future employees, officers, directors, stockholders, licensees, agents, administrators, insurers and attorneys (the “Buyer Released Parties”) from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, suits, demands, damages, losses, debts, liabilities, judgments, obligations, costs, expenses (including reasonable attorneys' and accountants' fees and expenses), actions and causes of action of any nature whatsoever (including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing), whether now known or unknown, suspected or unsuspected, that the Seller Releasing Parties now have, or at any time previously had, or shall or may have in the future, in whatever capacity, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by this Agreement or and (ii) arisingSeller’s receipt of the Purchase Price, accruing, or that could have accrued from or in connection with any asset owned by or licensed to the Seller, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and on behalf of the Seller Releasing Partiesand each of the Seller’s directors (in their capacity as such), officers (in executing this Agreementtheir capacity as such), controlled affiliates, subsidiaries, executors, administrators, estate, successors, heirs, and in giving assigns (each, a “Seller Releasor”) hereby fully, irrevocably, voluntarily and receiving unconditionally releases, waives and discharges the consideration called for hereinCompany, that the release contained in this Section 10.01 shall be effective as a full its subsidiaries and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waivedaffiliates, and shall have expresslyeach of their respective directors, knowingly and intentionally waived and relinquishedofficers, but only as to the Seller Released Mattersstockholders, to the fullest extent permitted by lawpartners, the provisionsmanagers, rights and benefits of Section 1542 of the California Civil Codeadvisors, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waivedrepresentatives, and shall have waived and relinquished, to agents (the fullest extent permitted by applicable Laws, “Company Releasees”) from any and all provisionscharges, rights complaints, claims, liabilities, obligations, promises, agreements, controversies, damages or causes of action, proceedings, suits, rights, demands, costs, losses, debts and benefits conferred by expenses (including attorneys’ fees and costs incurred that are in each case reasonable and out-of-pocket) of any applicable Laws which is similar, comparable kind or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Mattersnature whatsoever, known or unknown, suspected or unsuspectedunsuspected (“Claims”), which now existthat any Seller Releasor may possess against any of the Company Releasees arising from any omissions, acts, facts, or heretofore existeddamages that have occurred up until and including the Closing Date, in each case, related to Seller Releasor’s ownership, acquisition or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any capital stock or any other securities of the Company or any of the Company’s controlled Affiliates, or options, warrants or other rights to acquire the same, in each case, whether absolute or contingent, liquidated or unliquidated, and whether arising under any agreement or understanding or otherwise (collectively, “Seller Released Matter by law or contract. The invalidity or unenforceability Claims”); provided, however, that the foregoing release shall not cover Claims arising from (the following (x), (y) and (z) collectively, the “Excluded Matters”) rights of any part of Seller Releasor pursuant to (x) this Section 10.01 shall not affect the validity Agreement, (y) any written indemnification agreement with any Seller Releasor who is or enforceability was a member of the remainder board of this Section 10.01directors of the Company and/or any of its subsidiaries, which shall remain in full force and effectsolely with respect to Claims arising under such indemnification agreement with respect to such directorship, or (z) any obligations under the Company’s certificate of incorporation, bylaws or Directors’ & Officers’ insurance policies with respect to the indemnification of any Seller Releasor.

Seller Release. Effective As a material inducement to the Buyer’s willingness to enter into and perform this Agreement and to purchase the Equity Interests and the VCG Intellectual Property for the consideration to be paid or provided to the Sellers in connection with such purchase, as of the Closing, each Seller, for itselfin its capacity as an individual, shareholder, lender, borrower, member, director, manager, officer, employee, and/or agent of the Vionic Entities and in any other capacity of, on its behalf and on behalf of its Affiliates, and for its heirs, successors and assigns (the each, a “Seller Releasing PartiesReleasor”), does hereby releasesirrevocably and unconditionally agree and covenant not to xxx or prosecute against the Buyer, acquits each Vionic Entity and absolutely forever discharges each of Parent, Buyer and their respective Affiliates, successors and assigns and their respective individual, joint or mutual, past, present and future employeesrepresentatives (each, officers, directors, stockholders, licensees, agents, administrators, insurers and attorneys (the a “Buyer Released PartiesReleasee”) and hereby forever waives, releases and discharges, to the fullest extent permitted by Applicable Law, each Releasee from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claimsactions, suitsLiabilities, demandslosses, damages, losses, debts, liabilities, judgments, obligations, costs, or expenses (including reasonable attorneys' and accountants' fees and expenses), actions and causes of action of any nature whatsoever (including any claims for contribution for any liability under this Agreement) (“Claims”), in each case, based in whole or in part on facts, whether or not now known, existing on or relating to infringementbefore the Closing that such Releasor now has or hereafter may have, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith whatsoever nature and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing)kind, whether now known or unknown, suspected or unsuspected, that the Seller Releasing Parties now havematured or unmatured, whether arising at law or at any time previously had, or shall or may have in the future, in whatever capacityequity, against any or all of the Buyer Released PartiesReleasees on account of or by reason of any matter, (i) arising cause or accruing on or before thing whatsoever prior to the Closing DateClosing, including any unpaid Transaction Expenses, in connection with or otherwise in relation matter related to the transactions contemplated by this Agreement business or (ii) arisingoperations of the Vionic Entities or the Asset Seller or the issuance or ownership of any Equity Interests. Each Seller hereby represents that it has not initiated or filed, accruingand hereby agrees that it shall not initiate or file, or that could have accrued from permit the filing or in connection with any asset owned by or licensed to Sellerinitiation on its behalf of, any lawsuit of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities any kind whatsoever, or any complaint or charge against Buyer, each Vionic Entity, their Affiliates in each case that is being acquired by the Buyer, prior to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article Xof their respective representatives with respect to the matters released and discharged hereby. Notwithstanding the foregoing, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release nothing contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed 8.05(c) will operate to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know waive or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described aboveClaims, but only as to the Seller Released Matters, whether known or unknown, suspected or unsuspected, which now existmatured or unmatured, whether arising at law or in equity (a) that any Releasor has under this Agreement, any exhibit or schedule hereto, or heretofore existedany agreements, certificates or other documents entered into in accordance with, pursuant to, or otherwise in connection with this Agreement or the Transactions, including any Ancillary Document, (b) relating to actual fraud on the part of the Buyer or its Affiliates other than the Vionic Entities, (c) that any Releasee now has, has ever had or may hereafter existhave against any of the Releasees on account of or by reason of any matter, and without regard cause or thing whatsoever to the subsequent discovery extent first arising after the Closing, (d) for unpaid salary and employee benefits in each case (i) accrued or existence of such additional payable prior to the Closing (without giving effect to the Closing), (ii) that are unpaid after the Closing and (iii) that are reflected as a liability in the Final Closing Working Capital; or different facts. Seller hereby represents (e) that may be brought pursuant to Buyer that Section 8.03(a) or the Seller Releasing Parties have not voluntarily limited liability company agreements or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability Organizational Documents of the remainder of this Vionic Entities as contemplated by and subject to Section 10.01, which shall remain in full force and effect8.03.

Seller Release. Effective as of the Closing, Sellereach Seller Party, for itselfon behalf of itself and its controlled Affiliates and its heirs, its Affiliatesfamily members, and for its successors and assigns (collectively, with the Seller Parties, the “Seller Releasing PartiesReleasors”), in its capacity as a direct or indirect equityholder of the Company hereby irrevocably releases, acquits and absolutely forever discharges each of ParentParent and its Affiliates (including, Buyer and their Affiliatesafter the Closing, successors and assigns the Company), and their respective pastofficers, present and future employees, officersmanagers, directors, stockholdersemployees, licenseescounsel and agents (each, agents, administrators, insurers and attorneys (the a “Buyer Released PartiesParent Releasee”) from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means against any and all liabilities (in each case, whether absolute or contingent, liquidated or unliquidated, known or unknown, matured or unmatured or determined or determinable), obligations, actions, causes of action, claims, suits, demands, damages, lossesLosses, judgments, debts, liabilitiesdues and suits of every kind, judgmentsnature and description whatsoever, obligationsin law, costscontract or equity, expenses (including reasonable attorneys' and accountants' fees and expenses)that such Seller Releasor or its heirs, actions and causes of action legal representatives, successors or assigns ever had, now has or may in the future have on or by reason of any nature matter, cause, thing, act event or omission whatsoever (occurring up to and including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing), whether now known or unknown, suspected or unsuspected, that the Seller Releasing Parties now have, or at any time previously had, or shall or may have in the future, in whatever capacity, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation but only to the transactions contemplated by this Agreement extent that such cause, matter or thing does not (a) otherwise constitute 61 Fraud or (iib) arising, accruing, relate to such Seller or that could have accrued from or in connection with any asset owned by or licensed to equity of such Seller, as applicable, which shall continue to exist and shall not be released hereby or transferred to Parent (directly or indirectly). Each Seller Releasor covenants and agrees not to, nor shall any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy Seller Releasor cause its respective Affiliates to, assert any such claim against any Parent Releasee. Notwithstanding the Target Entities or their Affiliates in each case that is being acquired by the Buyerforegoing, prior to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained nothing in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and 12.14 or otherwise shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to release the Seller Released Matters, to the fullest extent permitted by law, the provisions, Parent Releasees (i) from any rights and benefits of Section 1542 of claims pursuant to this Agreement or the California Civil CodeTransaction Documents, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true (ii) with respect to any officer, director or employee of any Acquired Company, from any right in respect of wages or base salary or benefits in the subject matter ordinary course of this releasebusiness that remain unpaid, but that each separately intends toor (iii) any right to indemnification in favor of, and doesor limitation of liability of, hereby fullya current or former director, finally and forever settle and release any and all claims as described aboveofficer, but only as employee or manager of the Acquired Companies pursuant to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability Organizational Documents of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effectAcquired Company.

Seller Release. Effective as of the ClosingCalculation Time, each Seller, for itselfincluding on behalf of anyone claiming through such Seller (including such Seller’s Affiliates) and the heirs, its Affiliatesexecutors, and for its personal representatives, successors and assigns of any of the foregoing (collectively, the “Seller Releasing Parties”), hereby releases, acquits irrevocably and absolutely unconditionally releases and forever discharges each of ParentBuyer, Buyer each of the Purchased Company, Heartland Agriculture, LLC, Heartland Ag Kansas, LLC, Heartland Guaranty, LLC, Heartland Solutions, LLC, NMS Warranty Co., each subsidiary of any of the foregoing, and their Affiliateseach current and former equityholder, director, manager, officer, employee and agent of any of the foregoing, and the respective heirs, executors, personal representatives, successors and assigns and their respective pastof each of the foregoing (collectively, present and future employees, officers, directors, stockholders, licensees, agents, administrators, insurers and attorneys (the “Buyer Released Parties”) ), of and from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claimsActions and Losses, suitswhatsoever, demandswhether in law, damagescommon law, lossesor in equity, debts, liabilities, judgments, obligations, costs, expenses (including reasonable attorneys' and accountants' fees and expenses), actions and causes of action of any nature whatsoever (including any claims whether based on or relating alleged to infringementbe associated with an Action founded in negligence or strict liability, misappropriation which any of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing), whether now known or unknown, suspected or unsuspected, that the Seller Releasing Parties now havehas, or at any time previously had, or shall ever had or may have against each of the Buyer Released Parties, now or in the future, in whatever capacityeach case, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by this Agreement or (ii) arising, accruing, or that could have accrued from out of or in connection with any asset owned by matter, cause, thing, fact or licensed to Seller, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities circumstance which existed on or their Affiliates in each case that is being acquired by the Buyer, prior to the Closing Date or as arising out of events occurring or conditions existing on or prior to the Closing Date; provided that. Notwithstanding the foregoing, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release nothing contained in this Section 10.01 shall 12.11 will operate to waive or release any and all Actions or Losses, whatsoever, whether in law, common law, or in equity, and whether based on or alleged to be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the associated with an Action founded in negligence or strict liability (i) that any Seller Releasing Parties Party has under this Agreement, any Schedule hereto or any other agreement, certificate, or instrument delivered in connection with the transactions contemplated hereby; (ii) any contract of employment and/or consultancy services with Buyer, the Purchased Company, or any of their respective Affiliates to which such Seller Releasing Party is a party and which shall continue to have effect following Closing; (iii) [reserved]; (iv) [reserved]; (v) subject to the limitations set forth in Section 9.10 hereof, with respect to any indemnification rights of a Seller Releasing Party under the Purchased Company’s organizational documents, if any; and (vi) that any Seller Releasing Party now has, has ever had or may hereafter have against any of the Buyer Released Parties on account of all Seller Released Matters. Selleror by reason of any matter, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as cause or thing whatsoever to the Seller Released Matters, to extent arising solely at or after the fullest extent permitted by law, the provisions, rights and benefits of Closing. Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effect.12.12

Seller Release. Effective as As of the Closing, Seller, for itselfon behalf of itself and its heirs, its Affiliatesexecutors, administrators, agents, successors, assigns and Affiliates (other than the Transferred Companies) (collectively, the “Releasing Parties”), irrevocably and unconditionally waives and releases any and all rights with respect to, and for its releases, forever acquits and discharges the Transferred Companies and their present and future directors, officers, employees, agents and other representatives, and their respective heirs, executors, administrators, successors and assigns (the “Seller Releasing Parties”), hereby releases, acquits and absolutely forever discharges each of Parent, Buyer and their Affiliates, successors and assigns and their respective past, present and future employees, officers, directors, stockholders, licensees, agents, administrators, insurers and attorneys (the “Buyer Released Parties”) from and againstwith respect to, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, suits, demands, damagescharges, lossescomplaints, debtsobligations, causes of action, suits, liabilities, judgmentsindebtedness, obligationssums of money, costscovenants, agreements, instruments, contracts (written or oral, express or implied), controversies, promises, acts, omissions, fees, expenses (including reasonable attorneys' and accountants' fees ’ fees, costs and expenses), actions damages and causes of action judgments, at law or in equity, in contract or tort, in the United States, state, foreign or other judicial, administrative, arbitration or other proceedings, of any nature whatsoever (including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing), whether now known or unknown, suspected or unsuspected, that the Seller Releasing Parties now have, or at any time previously had, or shall or may have in the future, in whatever capacity, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by this Agreement or (ii) arising, accruing, or that could have accrued from or in connection with any asset owned by or licensed to Seller, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true with respect to the subject matter of this release, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matterswhatsoever, known or unknown, suspected or unsuspected, previously, now or hereafter arising, in each case which now existarise out of, are based upon or heretofore existed, are connected with facts or may hereafter exist, and without regard events occurring or in existence on or prior to the subsequent discovery Closing, relating to the Transferred Companies or existence Seller’s ownership interest therein (the “Released Claims”); provided, however, that in no event shall the foregoing release apply with respect to (a) any obligations of any Released Party set forth in this Agreement (including the indemnification obligations set forth in Article VIII) or in any Ancillary Document to which Seller is a party, subject to the limitations and conditions provided in this Agreement or such additional Ancillary Document to which Seller is a party or different facts. Seller hereby represents (b) any indemnification or similar obligations of the Transferred Companies existing as of the date of this Agreement to Buyer that any of the Seller Releasing Parties have not voluntarily in their capacities as directors, managers or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect officers under the validity or enforceability organizational documents of the remainder of this Section 10.01Transferred Companies, which shall remain in full force and effect.under any Business Agreement that is not terminated pursuant to

Seller Release. Effective as of the Closing, each Seller, for itselfseverally and not jointly, on behalf of itself and its Affiliates, and for its successors and assigns (the “Seller Releasing Parties”), hereby releases, acquits remises and absolutely forever discharges any and all rights, claims and Losses of any type that it or any of its Affiliates has had, now has or might now or hereafter have against Buyer and the Group Companies, and each of Parent, Buyer and their Affiliates, successors and assigns and their respective individual, joint or mutual, past, present and future employeesrepresentatives, officersAffiliates, directorsequityholders, stockholdersSubsidiaries, licenseessuccessors and assigns (each, agents, administrators, insurers and attorneys (the a “Buyer Released PartiesReleasee”) from and againstin respect of, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, suits, demands, damages, losses, debts, liabilities, judgments, obligations, costs, expenses (including reasonable attorneys' and accountants' fees and expenses), actions and causes of action of any nature whatsoever (including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of or arising in connection with the covenant of good faith and fair dealing, misappropriation of confidential information Group Companies contemporaneously with or any other nondisclosure obligation that may exist between the parties prior to the Closing), whether now known or unknown, suspected or unsuspected, that the Seller Releasing Parties now have, or at any time previously had, or shall or may have in the future, in whatever capacity, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including except (i) for rights, claims and Losses arising under this Agreement, the Restated Employment Agreements or any unpaid Transaction ExpensesAncillary Agreement, in connection with or otherwise in relation to the transactions contemplated by this Agreement or (ii) arisingin the case of Sellers who are D&O Indemnified Parties or employees, accruingfor rights under indemnification provisions of the Organizational Documents of any Group Company, as applicable, and rights under any employment, Option, bonus or that could have accrued from other employment or in connection with compensation agreements or plans, (iii) rights under any asset owned by or licensed to Seller, any applicable workers’ compensation statutes arising out of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyer, compensable job related injuries occurring prior to or as of the Closing Date; provided that, notwithstanding the foregoing or (iv) any other provision in this Article Xclaim which, Seller Released Matters shall in no manner prevent Seller from enforcing any right as a matter of Seller contained in this Agreementapplicable Law, cannot be released. It is the intention of Each such Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, its Affiliates (x) acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the is aware that such Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or different from those which are known Affiliate now knows or believed believes to be true with respect to the subject matter of this releaseAgreement, but that each separately such Seller or Affiliate intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, general releases herein given shall be and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effect, notwithstanding the discovery of any such different or additional facts and (y) acknowledges that it has been informed of, and that such Seller or Affiliate is familiar with, Section 1542 of the Civil Code of the State of California, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Such Seller, for itself and its Affiliates, hereby waives and relinquishes (a) all rights and benefits such Person has or may have under Section 1542 of the Civil Code of the State of California, to the full extent that such Person may lawfully waive all such rights and benefits pertaining to the subject matters of this Agreement and (b) any similar or comparable protections afforded by any case law or statutes of similar import, whether such laws are in the United States or elsewhere in the world. Each Seller, for itself and its Affiliates, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced or voluntarily aiding, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. The parties acknowledge that this Section 5.12 is not an admission of liability or of the accuracy of any alleged fact or claim. The parties expressly agree that this Section 5.12 shall not be construed as an admission in any proceeding as evidence of or an admission by any party of any violation or wrongdoing.

Seller Release. Effective as For and in consideration of the Purchase Price to be received by the LLC Seller under this Agreement, from and after the Closing, Seller, for itself, its Affiliates, and for its successors and assigns (the “each Seller Releasing Parties”), hereby releases, acquits and absolutely forever discharges the Company and its Affiliates, and their respective Affiliates’ present, former and future officers, directors, attorneys, agents, Representatives, trustees, and employees and each of Parenttheir respective heirs, Buyer and their Affiliatesexecutors, administrators, successors and assigns (each a “Released Party”), of and their respective past, present and future employees, officers, directors, stockholders, licensees, agents, administrators, insurers and attorneys (the “Buyer Released Parties”) from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claimsmanner of action or actions, suitscause or causes of action, demands, rights, damages, losses, debts, liabilitiesdues, judgmentssums of money, obligationsaccounts, reckonings, costs, expenses (including reasonable attorneys' expenses, responsibilities, covenants, contracts, controversies, agreements and accountants' fees and expenses), actions and causes of action of any nature whatsoever (including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing)Claims whatsoever, whether now known or unknown, suspected of every name and nature, both in law and in equity (each a “Released Claim”), which such Seller or unsuspectedsuch Seller’s heirs, that the Seller Releasing Parties executors, administrators, successors or assigns (each a “Releasor Party”) ever had, now havehas, or at any time previously had, hereafter may have or shall or may have in the futureagainst any Released Party, in whatever capacityeach case, against the Buyer Released Partiesarising out of any matters, (i) arising causes, acts, conduct, claims, circumstances or accruing on events occurring or before the Closing Date, including any unpaid Transaction Expenses, in connection with failing to occur or otherwise in relation to the transactions contemplated by this Agreement or (ii) arising, accruing, or that could have accrued from or in connection with any asset owned by or licensed to Seller, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyerconditions existing, prior to or as of the time the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreementbecomes effective. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in In executing this Agreementrelease, each Releasor Party acknowledges and in giving and receiving the consideration called for herein, intends that the release contained in this Section 10.01 it shall be effective as a full bar to each and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf every one of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to Released Claims. Notwithstanding the Seller Released Matters, to the fullest extent permitted by lawforegoing, the provisions, following are expressly excluded from “Released Claims” and no Releasor Party is obligated to release such Releasor Party’s rights and benefits of Section 1542 Interests: (i) under the Transaction Documents or any other agreement entered into with the Purchaser or an Affiliate of the California Civil CodePurchaser, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or different from those which are known or believed to be true (ii) with respect to any Releasor Party that is an employee or director of the Company, (1) for any compensation or benefit for services rendered to the Company that remain unpaid or unawarded (including rights to payment for salary, bonuses, commissions and vacation pay, earned and unpaid as of the date hereof and any claim for accrued, vested benefits under any tax qualified retirement plan or employee welfare benefit plan of the Company in accordance with plan terms and applicable law), (2) under any agreement entered into with the Company in connection with such Releasor Party’s employment with or service for the Company, or (3) for any rights to indemnification or advancement of expenses that such Releasor Party has under the terms of the Company’s Charter and Governing Documents (subject matter of this release, but that each separately intends toto the limitations under Section 5.10(b)), and does, hereby fully, finally and forever settle and release (iii) under any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effectinsurance policies.