Common use of Seller Release Clause in Contracts

Seller Release. (i) Subject to Section 8.5(a)(ii), as of the Effective Time, the Seller hereby forever fully and irrevocably releases and discharges Purchaser, USGP, Company, the Service Entities and their respective predecessors, successors, direct or indirect subsidiaries, stockholders, members, partners, managers, directors, officers, employees, agents, and representatives (collectively, the “Purchaser Released Parties”), from any and all Proceedings, Orders or Liabilities of any kind and nature whatsoever in law or equity, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to USGP, Company, or the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller can, shall or may have against the Purchaser Released Parties, whether known or unknown, suspected or unanticipated as well as anticipated and that now exist or may hereinafter accrue based on matters now known as well as unknown (collectively, the “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 Company expressly set forth in any provisions of this Agreement or the other Transaction Documents, (b) the obligations of USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policy. (ii) None of the provisions set forth in the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may have, at law or in equity, based on Intentional Fraud of Purchaser in connection with the transactions contemplated by this Agreement, nor shall any such provisions limit, or be deemed to limit, (A) the amounts of recovery sought or awarded in any such claim for Intentional Fraud, (B) the time period during which a claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser with respect to a claim for Intentional Fraud.

Seller Release. (ia) Subject to Section 8.5(a)(ii)Each Seller does hereby, as on behalf of the Effective Time, the Seller hereby forever fully itself and irrevocably releases and discharges Purchaser, USGP, Company, the Service Entities and their respective predecessors, successors, direct or indirect subsidiaries, stockholders, members, partners, managers, directors, officers, employees, its agents, representatives, attorneys, assigns, heirs, executors and representatives administrators (collectively, the “Purchaser Released Seller Parties”), from any and all Proceedings, Orders or Liabilities of any kind and nature whatsoever in law or equity, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to USGP, RELEASE AND FOREVER DISCHARGE the Company, or each of the Service Entities or Company’s Subsidiaries, the Seller’s direct or indirect ownership of equity in USGPBuyer and their respective Affiliates, Companyparents, or the Service Entitiesjoint ventures, which the Seller canofficers, shall or may have against the Purchaser Released Partiesdirectors, whether known or unknownshareholders, suspected or unanticipated as well as anticipated members, managers, employees, consultants, representatives, successors and that now exist or may hereinafter accrue based on matters now known as well as unknown assigns, heirs, executors and administrators (collectively, the “Purchaser Released ClaimsCompany Parties”) from all causes of action, suits, debts, claims and demands whatsoever at law, in 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 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 right to indemnification or contribution from the Company (whether statutory, common law, pursuant to the Company’s charter documents or otherwise)), any agreement between such Seller, the Company or any of its Subsidiaries or any Affiliate of the 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 rights provided to such Seller under this Agreement, the employment agreements and Change-of-Control Plans set forth in Section 10.4, compensation due and payable to such Seller as of the date hereof pursuant to such Seller’s employment with the Company or any of its Subsidiaries, including any compensation due and payable pursuant to any bonus plans of the Company or any of its Subsidiaries, or any payments or benefits as may be due to such Seller under any employee benefit plan of the Company in accordance with the terms of such plan. The release contained in this paragraph (a) is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort. (b) Each Seller, on behalf of itself and the Seller Parties, agrees never to bring (or cause or permit to be brought) any action or proceeding against the Company or any Company Party regarding 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, any agreements of such Seller with the Company or any of its Subsidiaries that relate to such Seller’s status as a stockholder, investor, lender or debtor of the Company (including without limitation the agreements set forth on Schedule 7.14 hereto), or any claim released pursuant to Section 16(a). Each Seller agrees that in the event that any claim, suit or action released pursuant to Section 16(a) shall be commenced by it or any of the Seller Parties against the Company or any Company Party, the release contained in Section 16(a) shall constitute a complete defense to any such claim, suit or action so instituted. (c) The parties agree and acknowledge that the release of any asserted or unasserted claims against the Company and the Company Parties pursuant to Section 16(a) are not and shall not be construed to be an admission of any violation of any Federal, state or local statute or regulation, or of any duty owed by the Company or any of the Company Parties to any Seller Party. (d) The Company and each Seller hereby acknowledges and agrees that each agreement set forth on Schedule 7.14 hereto has been terminated and is of no further force and effect. (e) Each Seller that is an Escrowing Seller hereby acknowledges and agrees that the Non-Escrowing Sellers shall have no obligation or liability with respect to any payment required to be made by the Escrowing Sellers to the Buyer or the Company pursuant to Sections 1.2 and 10.3 hereof, and each Seller that is a Non-Escrowing Seller hereby acknowledges and agrees that it, he or she shall have no right or claim, and hereby irrevocably agrees waives any such right or claim, to refrain from asserting receive any Proceeding portion of any kind before any Governmental Authority against any Purchaser Released Party based upon any Purchaser Released Claim. Notwithstanding payments required to be made by 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 Company expressly set forth in any provisions of this Agreement Buyer or the other Transaction Documents, (b) the obligations of USGP and Company to indemnify, defend the Escrowing Sellers pursuant to Sections 1.2 and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policy10.3 hereof. (iif) None Each Seller that is an Optionholder hereby acknowledges and agrees that any portion (if any) of his or her options to purchase shares of capital stock of the provisions set forth Company that are not exercised in connection with the release in Section 8.5(a)(iconsummation of the transactions contemplated hereby will be cancelled and terminated as of the Closing Date, and such Seller hereby waives all of his or her rights and claims with respect to such unexercised options. (g) shall be deemed Each Seller that is a waiver by Seller holder of any shares of Preferred Stock hereby waives its, his or her right to require the Company to redeem its, his or remedy that Seller may have, at law or in equity, based on Intentional Fraud her shares of Purchaser Preferred Stock in connection with the transactions contemplated by hereby, and hereby releases the Company from its obligation to redeem such Seller’s shares of Preferred Stock in connection with the transactions contemplated hereby. (h) Each Seller hereby waives any rights it, he or she may have to acquire equity securities of the Company other than in connection with the conversion of any of such Seller’s Preferred Stock or the exercise of any of such Seller’s Options or Warrants. (i) Each Seller certifies and acknowledges that such Seller: (i) has read the terms of this AgreementAgreement and the release provided hereunder, nor shall and that such Seller understands its terms and effects, including the fact that such Seller has agreed to RELEASE AND FOREVER DISCHARGE the Company and all Company Parties from any such provisions limit, legal action or be deemed to limit, (A) the amounts other liability of recovery sought or awarded any type related in any way to the matters released pursuant to Section 16(a); and (ii) has signed this Agreement voluntarily and knowingly in exchange for the consideration described herein, which such claim for Intentional Fraud, Seller acknowledges is adequate and satisfactory to it. (Bj) This Section 16 shall be effective upon the time period during which a claim for Intentional Fraud may be brought or (C) consummation of the recourse that Seller may seek against Purchaser with respect to a claim for Intentional FraudClosing.

Seller Release. (ia) Subject to Section 8.5(a)(ii), Effective as of the Effective TimeClosing, the Seller, for itself and for its Affiliates and all other Persons that have or could potentially derive rights through Seller hereby forever fully and irrevocably releases and discharges Purchaser, USGP, Company, the Service Entities and their respective predecessors, successors, direct or indirect subsidiaries, stockholders, members, partners, managers, directors, officers, employees, agents, and representatives its Affiliates (collectively, the “Purchaser Seller Related Parties”), irrevocably and unconditionally, hereby fully releases, waives, acquits, remises and forever discharges the Company and all other Persons that have or could potentially be subject to any Seller Released PartiesClaims (individually and collectively, the “Seller Releasees”), from any and all ProceedingsActions, Orders or Liabilities claims, causes of any kind and nature whatsoever in law or equityaction, or otherwise (including claims for damagesdemands, costs, expenses, obligations, liabilities, losses, rights, suits, accountings, orders, judgments, obligations, covenants, contracts, agreements, duties, debts, and attorneys’damages of whatsoever kind or nature, brokers’ and accountants’ fees and expenses) arising out of fixed or related to USGP, Company, or the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller can, shall or may have against the Purchaser Released Partiescontingent, whether known or unknown, suspected or unanticipated as well as anticipated unsuspected, both at law and that now exist or may hereinafter accrue based on matters now known as well as unknown in equity (collectively, the “Purchaser Seller Released Claims”), and hereby irrevocably agrees which Seller or the other Seller Related Parties had, has, or may hereafter have, or claims to refrain from asserting have or have had, either individually or jointly, against any Proceeding Seller Releasees based upon, arising out of, with respect to or by reason of any kind before any Governmental Authority against any Purchaser Released Party based upon any Purchaser Released Claim. matter, cause or event relating solely to time periods prior to completion of the Closing and relating to or in connection with (i) the business or operations of the Company and the Business, or (ii) Seller’s indirect ownership of the Shares. (b) Notwithstanding the preceding sentence of foregoing, this Section 8.5(a)(i), “Purchaser Released Claims” does not include, and the provisions of this Section 8.5(a)(i) 4.08 shall not release or otherwise diminish, (a) the obligations any Seller Releasees of Purchaser, USGP, or Company expressly any obligation set forth in any provisions of this Agreement or Transaction Document. Seller, for itself and for the other Transaction DocumentsSeller Related Parties, (b) acknowledges and agrees that this Section 4.08 is intended to include the obligations Seller Released Claims, if any, which the Seller Related Parties may have and do not now know or suspect to exist in favor of USGP such Persons against the Seller Releasees, and Company that this Section 4.08 extinguishes those Released Claims. Seller, for itself and for the other Seller Related Parties, hereby irrevocably covenants to indemnifyrefrain from, defend and hold harmless its managersdirectly or indirectly, officersasserting any claim or demand, partners and employees under their respective organizational and/or governing documents or (c) the obligations commencing, distributing or causing to be commenced, any action or proceeding of any insurer under kind against any insurance policy. (ii) None of the provisions set forth in the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may have, at law or in equityReleasee, based on Intentional Fraud of Purchaser in connection with the transactions contemplated by any matter purported to be released under this Agreement, nor shall any such provisions limit, or be deemed to limit, (A) the amounts of recovery sought or awarded in any such claim for Intentional Fraud, (B) the time period during which a claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser with respect to a claim for Intentional FraudSection 4.08.

Seller Release. (i) Subject From and after the Closing, to Section 8.5(a)(ii)the fullest extent permitted under applicable Law, as including by contractually shortening all applicable statutes of limitation, Seller, on its own behalf and on behalf of the Effective Timeother Seller Related Parties (excluding any portfolio company (as such term is commonly understood in the private equity industry) of any Seller Related Party, other than the Seller hereby forever fully and irrevocably releases and discharges Purchaser, USGP, Company, the Service Entities Acquired Companies) and their respective predecessors, successors, direct or indirect subsidiaries, stockholders, members, partners, managers, directors, officers, employees, agents, successors and representatives assigns (collectively, the each a “Purchaser Released PartiesSeller Releasor”), from hereby unconditionally and irrevocably waives, releases and forever discharges any and all ProceedingsLiabilities, Orders or Liabilities rights, claims, demands, causes of action, losses, damages, representations, warranties, covenants and agreements of any kind and nature type whatsoever (whether express or implied) whether in law or equityequity or otherwise, that Seller or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out any of or related to USGP, Company, or the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the other Seller can, shall Releasors have or may have have, now or in the future, against the Purchaser Released Partiesany Buyer Related Party and each of their respective successors and assigns (each, whether known or unknown, suspected or unanticipated as well as anticipated and that now exist or may hereinafter accrue based on matters now known as well as unknown (collectively, the a “Purchaser Released ClaimsSeller Releasee”), 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)in each case, “Purchaser Released Claims” does not includearising out of, and the provisions of this Section 8.5(a)(i) shall not release or otherwise diminishrelating to, (a) the obligations Securities or any other Equity Securities of Purchaser, USGP, or Company expressly set forth in any provisions of this Agreement or the other Transaction DocumentsAcquired Company, (b) any matter, occurrence, act, omission, fact or circumstance occurring or existing on or prior to the obligations of USGP and Company to indemnifyClosing Date, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) this Agreement and the obligations Ancillary Documents and the transactions contemplated hereby and thereby, (d) any inaccuracy or breach of any insurer under representation or warranty or the breach of any insurance policy. Pre-Closing Covenant or (e) any other representation or warranty (express or implied), disclosure, failure to disclose or any information (whether written or oral), documents or materials made available or furnished by or on behalf of any Buyer Related Party, in each case, other than (i) the Retained Rights and (ii) None of the provisions set forth in the release each Covered Party’s rights with respect to matters addressed in Section 8.5(a)(i) 6.2 (the “Seller Released Claims”). Seller shall, and shall be deemed a waiver by cause the other Seller of any right or remedy that Seller may have, at law or in equity, based on Intentional Fraud of Purchaser in connection with the transactions contemplated by this Agreement, nor shall any such provisions limit, or be deemed to limitReleasors to, (A) comply with and observe the amounts of recovery sought or awarded release contained in any such claim for Intentional Fraud, this Section 8.4 and (B) the time period during which a not bring or voluntarily participate or assist in any Suit or other claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser with respect to a claim for Intentional Fraudany Seller Released Claims.

Seller Release. (i) Subject As a material inducement to Section 8.5(a)(ii)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 Effective TimeClosing, each Seller, in its capacity as an individual, shareholder, lender, borrower, member, director, manager, officer, employee, and/or agent of the Seller hereby forever fully and irrevocably releases and discharges Purchaser, USGP, Company, the Service Vionic Entities and their respective predecessorsin any other capacity of, successorson its behalf and on behalf of its Affiliates, direct or indirect subsidiariesheirs, stockholderssuccessors and assigns (each, members, partners, managers, directors, officers, employees, agents, and representatives (collectively, the a “Purchaser Released PartiesReleasor”), does hereby irrevocably and unconditionally agree and covenant not to xxx or prosecute against the Buyer, each Vionic Entity and each of their respective Affiliates, and individual, joint or mutual, past, present and future representatives (each, a “Releasee”) and hereby forever waives, releases and discharges, to the fullest extent permitted by Applicable Law, each Releasee from any and all Proceedingsactions, Orders or Liabilities of any kind and nature whatsoever in law or equityLiabilities, or otherwise (including claims for losses, damages, costs, expensesor expenses 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 before the Closing that such Releasor now has or hereafter may have, of whatsoever nature and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to USGP, Company, or the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller can, shall or may have against the Purchaser Released Partieskind, whether known or unknown, suspected or unanticipated as well as anticipated and that now exist unsuspected, matured or may hereinafter accrue based on matters now known as well as unknown (collectivelyunmatured, the “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 Company expressly set forth in any provisions of this Agreement or the other Transaction Documents, (b) the obligations of USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policy. (ii) None of the provisions set forth in the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may have, whether arising at law or in equity, based against any or all of the Releasees on Intentional Fraud account of Purchaser or by reason of any matter, cause or thing whatsoever prior to the Closing, including any matter related to the business or operations 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, and hereby agrees that it shall not initiate or file, or permit the filing or initiation on its behalf of, any lawsuit of any kind whatsoever, or any complaint or charge against Buyer, each Vionic Entity, their Affiliates or any of their respective representatives with respect to the matters released and discharged hereby. Notwithstanding the foregoing, nothing contained in this Section 8.05(c) will operate to waive or release any Claims, whether known or unknown, suspected or unsuspected, matured or unmatured, whether arising at law or in equity (a) that any Releasor has under this Agreement, any exhibit or schedule hereto, or any agreements, certificates or other documents entered into in accordance with, pursuant to, or otherwise in connection with this Agreement or the transactions contemplated by this AgreementTransactions, nor shall including any such provisions limit, or be deemed to limitAncillary Document, (Ab) relating to actual fraud on the amounts part of recovery sought the Buyer or awarded in any such claim for Intentional Fraudits Affiliates other than the Vionic Entities, (Bc) that any Releasee now has, has ever had or may hereafter have against any of the time period during which Releasees on account of or by reason of any matter, cause or thing whatsoever to the extent first arising after the Closing, (d) for unpaid salary and employee benefits in each case (i) accrued or 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 claim for Intentional Fraud liability in the Final Closing Working Capital; or (e) that may be brought pursuant to Section 8.03(a) or (C) the recourse that Seller may seek against Purchaser with respect limited liability company agreements or other Organizational Documents of the Vionic Entities as contemplated by and subject to a claim for Intentional FraudSection 8.03.

Seller Release. (i) Subject to Section 8.5(a)(ii), Effective as of the Effective TimeClosing, the each of STR Sellers, STRG Seller hereby forever fully and irrevocably releases Holdings, on behalf of itself and discharges Purchaserits Affiliates, USGPincluding its officers, Companydirectors, the Service Entities and their respective predecessors, successors, direct or indirect subsidiaries, stockholders, membersemployees, partners, managers, directors, officers, employees, agents, attorneys, accountants, advisors and representatives (collectively, the “Purchaser 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 any and all Proceedingsclaims, Orders demands, actions, arbitrations, audits, hearings, investigations, litigations, suits (whether civil, criminal, administrative, investigative or Liabilities informal), causes of any kind action, orders and nature whatsoever in law or equity, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to USGP, Company, or the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller can, shall or may have against the Purchaser Released Partiesliabilities whatsoever, whether known or unknown, suspected or unanticipated as well as anticipated unsuspected, contingent or otherwise, both at law and in equity, of any kind, character or nature whatsoever (“Claims”) which any of the Seller Releasors now has, has ever had, or may have in the future against the respective Releasees however arising and that now exist arise out of Seller’s indirect or may hereinafter accrue based on matters now known as well as unknown (collectivelydirect ownership of any Ownership Interest in any Company or Subsidiary thereof, including the “Purchaser Released Claims”)Equity Interests, or 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 hereby irrevocably agrees 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 refrain from asserting any Proceeding a breach of any kind before fiduciary duty owed by the Releasees to any Governmental Authority against Company and arising from any Purchaser Released Party based upon such Ownership Interest or (b) relating to any Purchaser Released Claim. Notwithstanding breach of the preceding sentence Organizational Documents of this Section 8.5(a)(i)any Company or Subsidiary thereof, “Purchaser Released Claims” does not includeas such may be amended; provided, however, that the foregoing release and the provisions of this Section 8.5(a)(i) discharge shall not release (i) Buyers of their obligations or otherwise diminish, (a) the obligations of Purchaser, USGP, or Company expressly set forth in any provisions of liabilities to such Seller pursuant to this Agreement or the other Transaction Documents, (b) the obligations of USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policy. (ii) None of any benefits under insurance policies or the provisions set forth in welfare benefit plans, practices, policies and programs provided by any Company or Subsidiary thereof arising prior to the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right Closing or remedy that Seller may have, at law or in equity, based on Intentional Fraud of Purchaser otherwise in connection with the transactions contemplated employment of such STR Seller or STRG Seller, (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 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 or suspect to exist which, if known, may have materially affected the decision to provide this Agreement, nor shall and Holdings and each STR Seller and STRG Seller expressly waive any rights under applicable Law that provide to the contrary. Holdings and each STR Seller and STRG Seller hereby ratify each and every amendment to the Organizational Documents of any Company and Subsidiary thereof and each and every merger of any Company or Subsidiary thereof or any of their respective predecessors effected at a time prior to the Closing when Holdings and each STR Seller and STRG Seller owned any Ownership Interests of such Company (or Subsidiary thereof) or any such provisions limit, or be deemed to limit, (A) the amounts of recovery sought or awarded in any such claim for Intentional Fraud, (B) the time period during which a claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser with respect to a claim for Intentional Fraudpredecessor.

Seller Release. (ia) Subject to Section 8.5(a)(iiEach Seller, on behalf of itself and its Affiliates, assigns and successors (collectively, the “Seller Releasing Parties”), as and any Person claiming by, through or under any of the Effective Timeforegoing, releases, remises, acquits, and forever discharges the Purchaser, the Seller hereby forever fully and irrevocably releases and discharges Purchaser, USGP, Company, each of the Service Entities Company’s Subsidiaries, and all of their respective predecessors, successors, direct or indirect subsidiaries, stockholders, members, partners, managerspast and present officers, directors, officersstockholders, employees, agents, predecessors, Subsidiaries, Affiliates, successors, assigns, partners, and representatives attorneys (collectivelyeach, a “Purchaser Released Party” and together, the “Purchaser Released Parties”)) to the maximum extent permitted by Legal Requirements, from any and all ProceedingsClaims, Orders causes of actions, or Liabilities other Proceedings (whether at law or in equity), obligations, rights, liabilities, or commitments of any kind and nature whatsoever in law or equity(collectively, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to USGP, Company, or the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the “Seller can, shall or may have against the Purchaser Released PartiesClaims”), whether known or unknown, suspected or unanticipated unsuspected, that such Seller Releasing Party, individually or as well as anticipated and that a member of any class, now exist has, owns, or holds, or has at any time heretofore ever had, owned, or held, or may hereinafter accrue based on matters now known as well as unknown (collectivelyin the future have, own, or hold, against the “Purchaser Released Claims”)Parties, and hereby irrevocably agrees arising at or prior to refrain from asserting the Closing, or related to any Proceeding of any kind before any Governmental Authority against any Purchaser Released Party based upon any Purchaser Released Claimact, omission, or event occurring, or condition existing, at or prior to the Closing. Notwithstanding the preceding sentence of foregoing, this Section 8.5(a)(i), “Purchaser Released Claims” does not include, and the provisions of this Section 8.5(a)(i9.6(a) shall not act in any manner to waive or release any rights or otherwise diminishclaims against the Purchaser Released Parties (i) arising under this Agreement, any other Transaction Documents, or any other agreement contemplated by this Agreement; (aii) any earned but unpaid compensation and benefits, including under any health retirement or other employee benefit plan provided by the Company or any of its Subsidiaries, together with unreimbursed expenses, and, without limiting the foregoing, any other obligations under employment agreements with such Seller Releasing Parties; and (iii) the obligations of Purchaserthe Purchaser Released Parties to provide indemnification, USGPadvancement of expenses and exculpation now existing in favor of any of the Seller Releasing Parties pursuant to the Organizational Documents of the Company or any of its Subsidiaries, in each case as such provisions relate to actions or Company expressly omissions occurring on or prior to the Closing Date. (b) In granting the release set forth in Section 9.6(a), each Seller Releasing Party hereby acknowledges and agrees that such release includes a release of all Seller Released Claims known or unknown. Such Seller Releasing Party hereby waives and relinquishes on behalf each Seller Releasing Party any provisions rights and benefits that such Seller Releasing Party may have under any Legal Requirement of any jurisdiction that provides, generally, that a general release does not extend to claims that a creditor does not know or suspect to exist in such creditor’s favor at the time of executing the release, which if known by such creditor must have materially affected such creditor’s settlement with the debtor. In furtherance of this Agreement intention, the release set forth in Section 9.6(a) shall be and remain in effect as full and complete general release of the Seller Released Claims notwithstanding the discovery or existence of any such additional or different facts, except as otherwise provided in the other Transaction Documents, (b) the obligations final sentence of USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or Section 9.6(a). (c) Each Seller hereby agrees that it shall not (and shall cause its Affiliates, assigns, and Representatives not to) make any Claim on its behalf for indemnification against the obligations of any insurer under any insurance policy. (ii) None of Purchaser, the provisions set forth in the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may haveCompany, at law or in equity, based on Intentional Fraud of Purchaser in connection with the transactions contemplated by this Agreement, nor shall any such provisions limitits Subsidiaries, or be deemed to limit, (A) the amounts any of recovery sought or awarded in any such claim for Intentional Fraud, (B) the time period during which a claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser their respective Affiliates with respect to any Seller Released Claims. In no event shall the Company, its Subsidiaries, or any of their Affiliates have any liability whatsoever to a claim Seller (or any Affiliate of a Seller) for Intentional Fraudbreaches of the representations, warranties, agreements, or covenants of the Company hereunder, and no Seller shall (and shall cause its Affiliates not to) in any event seek contribution from the Company, its Subsidiaries, or any of their Affiliates, including under the D&O Policy, in respect of any indemnification payments required to be made by such Seller pursuant to this Agreement.

Seller Release. (i) Subject to Section 8.5(a)(ii), Effective as of the Effective TimeClosing, the Seller hereby forever fully and irrevocably releases and forever discharges Purchaser, USGP, Company, the Service Entities each Company and their respective predecessors, successors, direct or indirect subsidiaries, stockholders, members, partners, managerseach of its past and present officers, directors, officersemployees and agents (individually, employees, agents, a “Releasee” and representatives (collectively, the “Purchaser Released PartiesReleasees”), ) from any and all Proceedingsclaims, Orders demands, actions, arbitrations, audits, hearings, investigations, litigations, suits (whether civil, criminal, administrative, investigative or Liabilities informal), causes of any kind action, orders and nature whatsoever in law or equity, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to USGP, Company, or the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller can, shall or may have against the Purchaser Released Partiesliabilities whatsoever, whether known or unknown, suspected or unanticipated as well as anticipated 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 now exist relate in any way to Seller’s indirect or may hereinafter accrue based on matters now known as well as unknown (collectively, the “Purchaser Released Claims”), and hereby irrevocably agrees to refrain from asserting any Proceeding direct ownership of any kind before 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 Governmental Authority against fiduciary duty owed by the Releasees to a Company and arising from any Purchaser Released Party based upon such Ownership Interest or (b) relating to any Purchaser Released Claim. Notwithstanding breach of the preceding sentence Organizational Documents of this Section 8.5(a)(i)any Company, “Purchaser Released Claims” does not includeas such may be amended; provided, however, that the foregoing release and the provisions of this Section 8.5(a)(i) discharge shall not release (i) Buyer of its obligations or otherwise diminish, (a) the obligations of Purchaser, USGPliabilities to Seller pursuant to this Agreement, or Company expressly set forth in any provisions of this Agreement or the other Transaction Documents, (b) the obligations of USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policy. (ii) None of any benefits under the provisions set forth in welfare benefit plans, practices, policies and programs provided by a Company arising prior to the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may have, at law or in equity, based on Intentional Fraud of Purchaser Closing in connection with the transactions contemplated employment of Seller or his position as an officer and/or director of any of 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 or suspect to exist which, if known, may have materially affected the decision to provide this Agreement, nor shall and Seller expressly waives any rights under applicable law that provide to the contrary. Seller hereby ratifies each and every amendment to the Organizational Documents of any Company and each and every merger of any Company or any of its respective predecessors effected at a time prior to the Closing when Seller owned any Ownership Interests of such Company or any such provisions limit, or be deemed to limit, (A) the amounts of recovery sought or awarded in any such claim for Intentional Fraud, (B) the time period during which a claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser with respect to a claim for Intentional Fraudpredecessor.

Seller Release. (i) Subject to Release by Seller of UBES and UBEI. Except as otherwise provided in Section 8.5(a)(ii)6.2 below, as of the Effective TimeSeller, the Seller hereby forever fully acting for itself and irrevocably releases its respective Subsidiaries, affiliates, and discharges Purchaser, USGP, Company, the Service Entities its and their respective predecessors, successors, direct or indirect subsidiaries, stockholdersshareholders, members, partnersdirectors, managers, directors, officers, employees, agents, representatives, insurers, heirs, successors and representatives assigns, and each of them (collectively, collectively the “Purchaser Released Seller Releasing Parties”) does hereby release and forever discharge UBES, UBEI and each of its and their respective members, managers, employees, agents, representatives, heirs, successors and assigns who held such status at or prior to the Closing Date (each of which is hereinafter referred to as a “Buyer Releasee”) of and from all manner of actions, causes of action, suits, proceedings, debts, dues, duties, accounts, bonds, covenants, claims, liabilities, demands, damages (known or unknown), grievances, executions, judgments, sums of money and liabilities, demands of any kind whatsoever, both in law and in equity, whether implied or express(each a “Seller Releasing Party Claim”), from which any and all Proceedings, Orders or Liabilities of any kind and nature whatsoever in law or equity, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to USGP, Company, or the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller Releasing Parties ever had, now has or hereafter can, shall or may have against any Buyer Releasee as a member, manager, employee, agent or representative of UBEI or UBES or as a party to this Agreement, as the Purchaser Released Partiescase may be, or in any other capacity for or by reason of or in any way arising out of any act, cause, matter or thing done or omitted to be done whatsoever occurring at any time up to the Closing, including, without limitation, for or by reason of or in any way arising out of any claims for monies, advances, salary, wages, bonus, expenses, retirement or pension allowances; fees; participation in profits or earnings; dividends or distributions; any other remuneration; or contribution, indemnity or other claims against any of the Buyer Releasees as a result of UBES or UBEI’s breach of any representation, warranty or covenant contained in this Agreement; provided, however, that as to employees of UBES or UBEI, Seller shall not release any claims held by US Bio as of the Effective Date, whether known or unknown, suspected as a result of such employee’s fraudulent, criminal or unanticipated as well as anticipated and that now exist or may hereinafter accrue based on matters now known as well as unknown (collectively, the “Purchaser Released Claims”), and hereby irrevocably intentionally tortious conduct. Seller further 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 Company expressly set forth in any provisions of this Agreement or the other Transaction Documents, (b) the obligations of USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policy. (ii) None of the provisions set forth in the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may have, at law or in equity, based on Intentional Fraud of Purchaser in connection with the transactions contemplated by this Agreement, nor shall any such provisions limit, or be deemed to limit, (A) the amounts of recovery sought or awarded in any such claim for Intentional Fraud, (B) the time period during which a claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser indemnify Buyer with respect to any obligation of indemnity a Seller Releasee may have against Buyer with respect to any claim for Intentional Fraudfraudulent, criminal or intentionally tortious conduct which Seller makes against such Buyer Releaseee. Other than with respect to those claims which Seller is not releasing, Seller, on behalf of itself and the other Seller Releasing Parties, further covenants and agrees not to, directly or indirectly, join, assist, aid or act in concert in any manner whatsoever with any other Person in the making of any claim or demand or in the bringing of any proceeding or action in any manner whatsoever against any Buyer Releasee arising out of or in relation to the matters released or discharged in this Section 6.1 except as may be required by law, court order, fiduciary duty or administrative or other governmental requirement.

Seller Release. (ia) Subject to Section 8.5(a)(ii)From and after the Closing, as none of the Effective TimeBuyer, the Seller hereby forever fully and irrevocably releases and discharges Purchaser, USGP, Company, the Service Entities and Company or any of their respective Affiliates, predecessors, successors, direct or indirect subsidiariesparent corporations, Subsidiaries, stockholders, members, partners, managers, current or former directors, officers, employees, consultants, attorneys, agents, assigns and representatives employee benefit plans (collectivelythe “Seller Released Parties”) shall have any obligation or liability to any undersigned Seller, or his, her or its successors or assigns, in his, her or its capacity as a Seller and/or as a director, officer and employee of the Company or any of its Subsidiaries (as applicable), whether arising prior to, on or after the Closing (so long as the events giving rise to the liability or obligation occurred prior to the Closing) including with respect to the allocation of the Transaction Consideration among Sellers (such obligations and liabilities, with the exception of the Specified Obligations, the “Purchaser Seller Released PartiesObligations”), from any except for (i) rights and all Proceedingsclaims for indemnification to the extent a Seller Indemnified Party is entitled to be indemnified by Buyer under Article VII of this Agreement, Orders (ii) the undersigned Seller’s right to full and complete payment for its Shares, (iii) if the undersigned Seller is an officer, director or Liabilities employee of any kind and nature whatsoever in law or equity, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to USGP, Group Company, rights under any Benefit Plan (other than any such plan that provides for equity-based compensation), rights to earned but unpaid wages or compensation, unpaid vacation or sick pay or unreimbursed business expenses and (iv) the Service Entities third party beneficiary rights, if any, described in Section 6.8(b) (items (i) through (iv), the “Specified Obligations”); provided, that the foregoing shall not preclude the undersigned Seller from seeking recovery under the D&O Tail to the extent such coverage is available. (b) Effective from and after the Closing, the undersigned Seller, for himself, herself or itself and on behalf of his, her or its successors and assigns, irrevocably and unconditionally waives, releases and promises never to assert any claims or causes of action, promises or similar rights of any type (however described and however arising) that the Seller’s direct undersigned Seller or indirect ownership any of equity in USGPhis, Companyher or its successors and assigns may currently have, or the Service Entities, which the Seller can, shall or may have in the future, whether or not now known, against any Seller Released Party with respect to any matter related to the Purchaser Seller Released Obligations (the “Seller Released Claims”). (c) Prior to the Closing, except for any Specified Obligations, the Sellers shall cause all accounts, arrangements and agreements between any Seller or any Affiliate of Seller, on the one hand, and the Company or any Company Subsidiary, on the other hand, to be settled, discharged, terminated and satisfied, in all respects, with no continuing obligation or liability of the Seller Released Parties, whether including the Group Companies following the Closing. (d) The undersigned Seller acknowledges that he, she or it may hereafter discover facts other than or different from those that he, she or it knows or believes to be true with respect to the subject matter of the Seller Released Claims, but he, she or it hereby expressly agrees that, on and as of the Closing, such Seller shall have waived and fully, finally and forever settled and released any known or unknown, suspected or unanticipated as well as anticipated and that now exist unsuspected, asserted or may hereinafter accrue based on matters now known as well as unknown (collectivelyunasserted, the “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 contingent or otherwise diminish, (a) the obligations of Purchaser, USGP, or Company expressly set forth in any provisions of this Agreement or the other Transaction Documents, (b) the obligations of USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policy. (ii) None of the provisions set forth in the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may have, at law or in equity, based on Intentional Fraud of Purchaser in connection with the transactions contemplated by this Agreement, nor shall any such provisions limit, or be deemed to limit, (A) the amounts of recovery sought or awarded in any such noncontingent claim for Intentional Fraud, (B) the time period during which a claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser with respect to a claim for Intentional Fraudthe Seller Released Claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such different or additional facts.

Seller Release. (ia) Subject to Section 8.5(a)(ii)Each Seller does hereby, as on behalf of the Effective Time, the Seller hereby forever fully itself and irrevocably releases and discharges Purchaser, USGP, Company, the Service Entities and their respective predecessors, successors, direct or indirect subsidiaries, stockholders, members, partners, managers, directors, officers, employees, its agents, representatives, attorneys, assigns, Affiliates, heirs, executors and representatives administrators (collectively, the “Purchaser Released Seller Parties”)) RELEASE AND FOREVER DISCHARGE Edgen, from any and all Proceedingseach of Edgen’s Subsidiaries, Orders or Liabilities of any kind and nature whatsoever in law or equity, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to USGP, Company, or the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller can, shall or may have against the Purchaser Released Partiesand their respective Affiliates, whether known or unknownparents, suspected or unanticipated as well as anticipated joint ventures, officers, directors, shareholders, members, managers, employees, consultants, representatives, successors and that now exist or may hereinafter accrue based on matters now known as well as unknown assigns, heirs, executors and administrators (collectively, the “Purchaser Released ClaimsCompany Parties”) from all causes of action, suits, debts, claims and demands whatsoever at law, in 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 hereby irrevocably agrees other rights provided to refrain such Seller under this Agreement and the employment agreements or causes of action, suits, debts, claims and demands whatsoever at law, in equity or otherwise, arising from asserting or relating in any Proceeding way to such Seller Parties’ status as a director, officer, stockholder, investor or holder of any kind before equity interests in connection with the Senior Notes Offering (other than with respect to any Governmental Authority against untrue statement or alleged untrue statement or omission or alleged omission made in the Senior Notes Offering in reliance upon and in conformity with written information furnished to Purchaser by or on behalf of any Purchaser Released member of such Seller Party based upon specifically for inclusion therein, but only with respect to such member of the Seller Party specifically for inclusion therein or in connection with any Purchaser Released Claimefforts by any Seller Party to engage in the selling of the notes contemplated by the Senior Notes Offering other than at the express direction of the Purchaser). Notwithstanding the preceding sentence of The release contained in 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, paragraph (a) is effective without regard to the obligations legal nature of Purchaserthe claims raised and without regard to whether any such claims are based upon tort, USGPequity, implied or Company expressly set forth in express contract or discrimination of any provisions of this Agreement or the other Transaction Documents, sort. (b) Each Seller, on behalf of itself and the obligations Seller Parties, agrees never to bring (or cause or permit to be brought) any action or proceeding against Edgen or any Company Party regarding such Seller’s status as a stockholder, investor, holder of USGP and 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, any agreements of such Seller with Edgen or any of its Subsidiaries that relate to such Seller’s status as a stockholder, investor, lender or debtor of Edgen (including without limitation the agreements set forth on Schedule 7.3(i) hereto), or any claim released pursuant to Section 10.12(a). Each Seller agrees that in the event that any claim, suit or action released pursuant to Section 10.12(a) shall be commenced by it or any of the Seller Parties against Edgen or any Company Party, the release contained in Section 10.12(a) shall constitute a complete defense to indemnifyany such claim, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents suit or action so instituted. (c) The parties agree and acknowledge that the obligations release of any insurer under asserted or unasserted claims against Edgen and the Company Parties pursuant to Section 16(a) are not and shall not be construed to be an admission of any insurance policyviolation of any Federal, state or local statute or regulation, or of any duty owed by Edgen or any of the Company Parties to any Seller Party. (iid) None of the provisions Edgen and each Seller hereby acknowledges and agrees that each agreement set forth in the release in Section 8.5(a)(ion Schedule 7.3(i) shall be deemed hereto has been terminated and is of no further force and effect. (e) Each Seller that is a waiver by Seller holder of any shares of Preferred Stock hereby waives its, his or her right to require Edgen to redeem its, his or remedy that Seller may have, at law or in equity, based on Intentional Fraud her shares of Purchaser Preferred Stock in connection with the transactions contemplated by hereby, and hereby releases Edgen from its obligation to redeem such Seller’s shares of Preferred Stock in connection with the transactions contemplated hereby. (f) Each Seller hereby waives any rights it, he or she may have to acquire equity securities of Edgen. (g) Each Seller certifies and acknowledges that such Seller: (i) has read the terms of this AgreementAgreement and the release provided hereunder, nor shall and that such Seller understands its terms and effects, including the fact that such Seller has agreed to RELEASE AND FOREVER DISCHARGE Edgen and all Company Parties from any such provisions limit, legal action or be deemed to limit, (A) the amounts other liability of recovery sought or awarded any type related in any way to the matters released pursuant to Section 10.12(a); and (ii) has signed this Agreement voluntarily and knowingly in exchange for the consideration described herein, which such claim for Intentional Fraud, Seller acknowledges is adequate and satisfactory to it. (Bh) This Section 10.12 shall be effective upon the time period during which a claim for Intentional Fraud may be brought or (C) consummation of the recourse that Seller may seek against Purchaser with respect to a claim for Intentional Fraud.Closing. [Signatures appear on the next page]

Seller Release. (i) Subject to Section 8.5(a)(ii), as For and in consideration of the Effective TimePurchase Price to be received by the LLC Seller under this Agreement, from and after the Closing, each Seller hereby releases, acquits and forever fully discharges the Company and irrevocably releases and discharges Purchaserits Affiliates, USGP, Company, the Service Entities and their respective predecessorsAffiliates’ present, successors, direct or indirect subsidiaries, stockholders, members, partners, managersformer and future officers, directors, officers, employeesattorneys, agents, Representatives, trustees, and representatives employees and each of their respective heirs, executors, administrators, successors and assigns (collectively, the each a “Purchaser Released PartiesParty”), of and from any and all Proceedingsmanner of action or actions, Orders cause or Liabilities causes of any kind and nature whatsoever in law or equityaction, or otherwise (including claims for demands, rights, damages, debts, dues, sums of money, accounts, reckonings, costs, expenses, responsibilities, covenants, contracts, controversies, agreements and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to USGP, Company, or the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller can, shall or may have against the Purchaser Released PartiesClaims whatsoever, whether known or unknown, suspected or unanticipated as well as anticipated of every name and that now exist or may hereinafter accrue based on matters now known as well as unknown nature, both in law and in equity (collectively, the each a “Purchaser Released ClaimsClaim”), and hereby irrevocably agrees to refrain from asserting which such Seller or such Seller’s heirs, executors, administrators, successors or assigns (each a “Releasor Party”) ever had, now has, or hereafter may have or shall have against any Proceeding Released Party, in each case, arising out of any kind before any Governmental Authority against any Purchaser matters, causes, acts, conduct, claims, circumstances or events occurring or failing to occur or conditions existing, prior to the time the Closing becomes effective. In executing this release, each Releasor Party acknowledges and intends that it shall be effective as a bar to each and every one of the Released Party based upon any Purchaser Released ClaimClaims. Notwithstanding the preceding sentence of this Section 8.5(a)(i)foregoing, the following are expressly excluded from “Purchaser Released Claims” does not includeand no Releasor Party is obligated to release such Releasor Party’s rights and interests (i) under the Transaction Documents or any other agreement entered into with the Purchaser or an Affiliate of the 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 to the limitations under Section 5.10(b)), and the provisions of this Section 8.5(a)(i(iii) shall not release or otherwise diminish, (a) the obligations of Purchaser, USGP, or Company expressly set forth in any provisions of this Agreement or the other Transaction Documents, (b) the obligations of USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policypolicies. (ii) None of the provisions set forth in the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may have, at law or in equity, based on Intentional Fraud of Purchaser in connection with the transactions contemplated by this Agreement, nor shall any such provisions limit, or be deemed to limit, (A) the amounts of recovery sought or awarded in any such claim for Intentional Fraud, (B) the time period during which a claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser with respect to a claim for Intentional Fraud.

Seller Release. (i) Subject to Section 8.5(a)(ii), Effective as of the Effective TimeClosing, the Seller hereby forever fully and irrevocably releases and discharges PurchaserSeller, USGPfor itself, Company, the Service Entities and their respective predecessors, successors, direct or indirect subsidiaries, stockholders, members, partners, managers, directors, officers, employees, agentsits Affiliates, and representatives for its successors and assigns (collectively, the “Purchaser Released 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 xxx upon, all Seller Released Matters. “Seller Released Matters” means any and all Proceedingsclaims, Orders or Liabilities of any kind and nature whatsoever in law or equitysuits, or otherwise (including claims for demands, damages, losses, debts, liabilities, judgments, obligations, costs, expenses, and expenses (including reasonable attorneys’, brokers’ ' and accountants’ ' fees and expenses) arising out ), actions and causes of action of any nature whatsoever (including any claims based on or related relating to USGPinfringement, Companymisappropriation 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 Service Entities or parties prior to the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller can, shall or may have against the Purchaser Released PartiesClosing), whether now known or unknown, suspected or unanticipated as well as anticipated and unsuspected, that the Seller Releasing Parties now exist have, or at any time previously had, or shall or may hereinafter accrue based on matters now known as well as unknown (collectivelyhave in the future, in whatever capacity, against the “Purchaser Buyer 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 diminishParties, (ai) arising or accruing on or before the obligations of PurchaserClosing Date, USGPincluding any unpaid Transaction Expenses, or Company expressly set forth in any provisions of this Agreement or the other Transaction Documents, (b) the obligations of USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policy. (ii) None of the provisions set forth in the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may have, at law or in equity, based on Intentional Fraud of Purchaser 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 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, nor and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall any such provisions limitbe 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, or for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to limithave waived, (A) and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the amounts Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of recovery sought Section 1542 of the California Civil Code, which provides that: 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 awarded 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 any such claim for Intentional Fraud, (B) the time period during addition to or different from those which a claim for Intentional Fraud may are known or believed to be brought or (C) the recourse that Seller may seek against Purchaser true with respect to a claim for Intentional Fraudthe 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. (i) Subject to Section 8.5(a)(ii), Effective as of the Effective Calculation Time, each Seller, including on behalf of anyone claiming through such Seller (including such Seller’s Affiliates) and the Seller hereby forever fully heirs, executors, personal representatives, successors and irrevocably releases and discharges Purchaser, USGP, Company, assigns of any of the Service Entities and their respective predecessors, successors, direct or indirect subsidiaries, stockholders, members, partners, managers, directors, officers, employees, agents, and representatives foregoing (collectively, the “Purchaser Seller Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges each of 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 each 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 of each of the foregoing (collectively, the “Buyer Released Parties”), of and from any and all ProceedingsActions and Losses, Orders whatsoever, whether in law, common law, or Liabilities of any kind and nature whatsoever in law or equity, and whether based on or otherwise (including claims for damagesalleged to be associated with an Action founded in negligence or strict liability, costswhich any of the Seller Releasing Parties now has, expensesever had or may have against each of the Buyer Released Parties, and attorneys’now or in the future, brokers’ and accountants’ fees and expenses) in each case, arising out of or related in connection with any matter, cause, thing, fact or circumstance which existed on or prior to USGP, Company, the Closing Date or arising out of events occurring or conditions existing on or prior to the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller can, shall or may have against the Purchaser Released Parties, whether known or unknown, suspected or unanticipated as well as anticipated and that now exist or may hereinafter accrue based on matters now known as well as unknown (collectively, the “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 ClaimClosing Date. Notwithstanding the preceding sentence of foregoing, nothing contained in this Section 8.5(a)(i)12.11 will operate to waive or release any and all Actions or Losses, “Purchaser Released Claims” does not includewhatsoever, and the provisions of this Section 8.5(a)(i) shall not release or otherwise diminishwhether in law, (a) the obligations of Purchasercommon law, USGP, or Company expressly set forth in any provisions of this Agreement or the other Transaction Documents, (b) the obligations of USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policy. (ii) None of the provisions set forth in the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may have, at law or in equity, and whether based on Intentional Fraud of Purchaser 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 Schedule hereto or any other agreement, certificate, or instrument delivered in connection with the transactions contemplated by this Agreementhereby; (ii) any contract of employment and/or consultancy services with Buyer, nor shall any such provisions limitthe Purchased Company, or be deemed any of their respective Affiliates to limitwhich 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, (A) the amounts of recovery sought or awarded in any such claim for Intentional Fraud, (B) the time period during which a claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser with respect to any indemnification rights of a claim for Intentional FraudSeller 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 or by reason of any matter, cause or thing whatsoever to the extent arising solely at or after the Closing.

Seller Release. (i) Subject to Section 8.5(a)(ii), Effective as of the Effective Calculation Time, each Seller, including on behalf of anyone claiming through such Seller (including such Seller’s Affiliates) and the Seller hereby forever fully heirs, executors, personal representatives, successors and irrevocably releases and discharges Purchaser, USGP, Company, assigns of any of the Service Entities and their respective predecessors, successors, direct or indirect subsidiaries, stockholders, members, partners, managers, directors, officers, employees, agents, and representatives foregoing (collectively, the “Purchaser Seller Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges each of 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 each 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 of each of the foregoing (collectively, the “Buyer Released Parties”), of and from any and all ProceedingsActions and Losses, Orders whatsoever, whether in law, common law, or Liabilities of any kind and nature whatsoever in law or equity, and whether based on or otherwise (including claims for damagesalleged to be associated with an Action founded in negligence or strict liability, costswhich any of the Seller Releasing Parties now has, expensesever had or may have against each of the Buyer Released Parties, and attorneys’now or in the future, brokers’ and accountants’ fees and expenses) in each case, arising out of or related in connection with any matter, cause, thing, fact or circumstance which existed on or prior to USGP, Company, the Closing Date or arising out of events occurring or conditions existing on or prior to the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller can, shall or may have against the Purchaser Released Parties, whether known or unknown, suspected or unanticipated as well as anticipated and that now exist or may hereinafter accrue based on matters now known as well as unknown (collectively, the “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 ClaimClosing Date. Notwithstanding the preceding sentence of foregoing, nothing contained in this Section 8.5(a)(i)12.11 will operate to waive or release any and all Actions or Losses, “Purchaser Released Claims” does not includewhatsoever, and the provisions of this Section 8.5(a)(i) shall not release or otherwise diminishwhether in law, (a) the obligations of Purchasercommon law, USGP, or Company expressly set forth in any provisions of this Agreement or the other Transaction Documents, (b) the obligations of USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policy. (ii) None of the provisions set forth in the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may have, at law or in equity, and whether based on Intentional Fraud of Purchaser 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 by this Agreementhereby or thereby; (ii) any contract of employment and/or consultancy services with Buyer, nor shall any such provisions limitthe Heartland Companies, or be deemed any of their respective Affiliates to limitwhich such Seller Releasing Party is a party and which shall continue to have effect following Closing; (iii) subject to the limitations set forth in Section 9.10 hereof, (A) the amounts of recovery sought or awarded in any such claim for Intentional Fraud, (B) the time period during which a claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser with respect to a claim for Intentional Fraud.with

Seller Release. (i) Subject to Section 8.5(a)(ii)Seller, as on behalf of the Effective Time, the Seller hereby forever fully itself and irrevocably releases and discharges Purchaser, USGP, Company, the Service Entities and their respective predecessorsits Affiliates, successors, direct or indirect subsidiariesassigns, stockholdersheirs, membersexecutors, partnerslegatees, managersadministrators, beneficiaries, representatives and agents (the “Seller Releasing Parties”), fully, finally and irrevocably releases, acquits and forever discharges Buyer, its Affiliates, officers, directors, officerspredecessors, employees, agentssuccessors and assigns, and representatives the beneficiaries, heirs, executors, personal or legal representatives, insurers and attorneys of any of them (collectively, the “Purchaser Buyer Released Parties”), from any and all Proceedingscommitments, Orders or Liabilities Claims, promises, agreements, debts, damages, Liabilities, obligations, costs and expenses of any every kind and nature whatsoever in law or equity, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to USGP, Company, or the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller can, shall or may have against the Purchaser Released Partieswhatsoever, whether arising from any Contract or in tort, known or unknown, suspected past, present or unanticipated as well as anticipated and that now exist or may hereinafter accrue based on matters now known as well as unknown (collectively, the “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 Company expressly set forth in any provisions of this Agreement or the other Transaction Documents, (b) the obligations of USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policy. (ii) None of the provisions set forth in the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may havefuture, at law or in equity, based on Intentional Fraud of Purchaser in connection with the transactions contemplated by this Agreementcontingent or otherwise (collectively, nor shall any a “Potential Claim”), that such provisions limitSeller Releasing Parties, or be deemed any of them, had, has or may have had at any time in the past until and including the Closing or that may arise in the future, against the Buyer Released Parties, or any of them, for or by reason of any matter, cause or thing whatsoever occurring at any time at or prior to limit, (A) the amounts of recovery sought or awarded in any such claim for Intentional Fraud, (B) the time period during which a claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser Closing with respect to the ownership or operation of the Facility, the Acquired Assets or the Assumed Liabilities (collectively, the “Buyer Released Matters”), except that the Buyer Released Matters do not include, and nothing in this Section 5.14 shall affect or be construed as a waiver or release by Seller Releasing Parties of, any Potential Claim by any of the Seller Releasing Parties arising from or relating to (i) the payment of the Purchase Price and any payments resulting from the Purchase Price adjustment pursuant to Section 2.10 on and subject to the terms and conditions hereof, and any Indemnifiable Losses payable by Buyer pursuant to Article 8, (ii) Seller’s right to defend (including through a counterclaim) any claim for Intentional Fraudof indemnification asserted against Seller or (iii) the performance by Buyer of any of its obligations under this Agreement.

Seller Release. (i) Subject to Section 8.5(a)(ii), as For and in consideration of the Effective TimePurchase Price to be received by the LLC Seller under this Agreement, from and after the Closing, each Seller hereby releases, acquits and forever fully discharges the Company and irrevocably releases and discharges Purchaserits Affiliates, USGP, Company, the Service Entities and their respective predecessorsAffiliates’ present, successors, direct or indirect subsidiaries, stockholders, members, partners, managersformer and future officers, directors, officers, employeesattorneys, agents, Representatives, trustees, and representatives employees and each of their respective heirs, executors, administrators, successors and assigns (collectively, the each a “Purchaser Released PartiesParty”), of and from any and all Proceedingsmanner of action or actions, Orders cause or Liabilities causes of any kind and nature whatsoever in law or equityaction, or otherwise (including claims for demands, rights, damages, debts, dues, sums of money, accounts, reckonings, costs, expenses, responsibilities, covenants, contracts, controversies, agreements and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to USGP, Company, or the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller can, shall or may have against the Purchaser Released PartiesClaims whatsoever, whether known or unknown, suspected or unanticipated as well as anticipated of every name and that now exist or may hereinafter accrue based on matters now known as well as unknown nature, both in law and in equity (collectively, the each a “Purchaser Released ClaimsClaim”), and hereby irrevocably agrees to refrain from asserting which such Seller or such Seller’s heirs, executors, administrators, successors or assigns (each a “Releasor Party”) ever had, now has, or hereafter may have or shall have against any Proceeding Released Party, in each case, arising out of any kind before any Governmental Authority against any Purchaser matters, causes, acts, conduct, claims, circumstances or events occurring or failing to occur or conditions existing, prior to the time the Closing becomes effective. In executing this release, each Releasor Party acknowledges and intends that it shall be effective as a bar to each and every one of the Released Party based upon any Purchaser Released ClaimClaims. Notwithstanding the preceding sentence of this Section 8.5(a)(i)foregoing, the following are expressly excluded from “Purchaser Released Claims” does not includeand no Releasor Party is obligated to release such Releasor Party’s rights and Interests: (i) under the Transaction Documents or any other agreement entered into with the Purchaser or an Affiliate of the 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), (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 to the limitations under Section 5.10(b)), and the provisions of this Section 8.5(a)(i(iii) shall not release or otherwise diminish, (a) the obligations of Purchaser, USGP, or Company expressly set forth in any provisions of this Agreement or the other Transaction Documents, (b) the obligations of USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policypolicies. (ii) None of the provisions set forth in the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may have, at law or in equity, based on Intentional Fraud of Purchaser in connection with the transactions contemplated by this Agreement, nor shall any such provisions limit, or be deemed to limit, (A) the amounts of recovery sought or awarded in any such claim for Intentional Fraud, (B) the time period during which a claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser with respect to a claim for Intentional Fraud.

Seller Release. By execution of this Agreement, for and in consideration of the covenants and promises set forth in this Agreement each Seller, on behalf of himself and his assigns, heirs, beneficiaries, creditors, representatives, agents and affiliates (i) Subject to Section 8.5(a)(iithe "Releasing Parties"), as of the Effective Time, the Seller hereby forever fully and irrevocably releases finally releases, acquits and forever discharges Purchaser, USGP, Company, the Service Entities Subsidiaries of Company, each other Company Holder and their respective predecessorseach of Company's, successors, its Subsidiaries’ and other Company Holder's present and former direct or indirect subsidiariespartners, members and stockholders and the officers, directors, partners, members, stockholders, memberstrustees, partnersshareholders, managers, directors, officersrepresentatives, employees, agents, affiliates, subsidiaries, predecessors, successors, assigns, beneficiaries, heirs, executors, insurers and representatives attorneys of any of them (collectively, the “Purchaser "Released Parties”), ") from any and all Proceedingsactions, Orders or Liabilities debts, claims, counterclaims, demands, liabilities, damages, causes of any kind and nature whatsoever in law or equity, or otherwise (including claims for damagesaction, costs, expenses, and attorneys’compensation of every kind and nature whatsoever, brokers’ and accountants’ fees and expenses) arising out of or related to USGPpast, Companypresent, or the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller can, shall or may have against the Purchaser Released Parties, whether known or unknown, suspected or unanticipated as well as anticipated and that now exist or may hereinafter accrue based on matters now known as well as unknown (collectively, the “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 Company expressly set forth in any provisions of this Agreement or the other Transaction Documents, (b) the obligations of USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policy. (ii) None of the provisions set forth in the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may havefuture, at law or in equity, based on Intentional Fraud whether known or unknown, which such Releasing Parties, or any of Purchaser them, had, has, or may have had at any time in connection the past until and including the date of this Agreement against the Released Parties, or any of them, including but not limited to any claims which relate to or arise out of such Releasing Party's prior relationship with Company or his, her or its rights or status as a stockholder, warrant holder, officer or director of Company, except for claims arising under or pursuant to this Agreement and rights to indemnification, defense and advancement of expense for directors, officers and employees as provided in Section 6(d) above. Each Seller hereby represents and warrants that he, she or it has adequate information regarding the transactions contemplated by terms of this Agreement, nor shall the scope and effect of the releases set forth in this Section 6(e), and all other matters encompassed by this Section 6(e) to make an informed and knowledgeable decision with regard to this Section 6(e), and that he, she or it has independently and without reliance upon the Released Parties made his, her or its own analysis and decision to enter into this Agreement. Each Seller further agrees not to institute any such provisions limitlitigation, lawsuit, claim or be deemed to limit, (A) the amounts of recovery sought or awarded in action against any such claim for Intentional Fraud, (B) the time period during which a claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser Released Party with respect to a claim any and all claims released in this Section 6(e). Each Seller acknowledges that he, she or it has had the benefit of advice of competent legal counsel with respect to his, her or its decision to enter into the release and agreements provided for Intentional Fraudin this Section 6(e). Each Seller further acknowledges that the consideration payable to him, her or it pursuant to this Agreement provides good and sufficient consideration for the releases and agreements set forth in this Section 6(e). This Section 6(e) is intended to benefit each of the Released Parties and their respective heirs and personal representatives, each whom will be entitled to enforce the provisions hereof.

Seller Release. (i) Subject to Section 8.5(a)(ii), Effective as of the Effective TimeClosing, the each Seller, on behalf of itself and its Affiliates and their respective successors and assigns (each, a “Seller Releasing Party”), hereby forever fully unconditionally and irrevocably and forever releases and discharges Purchasereach Company Entity, USGPand any past, Company, the Service Entities and their respective predecessors, successors, direct present or indirect subsidiaries, stockholders, members, partnersfuture directors, managers, directors, officers, employees, representatives, agents, and representatives lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the foregoing Persons (collectivelyeach, the a “Purchaser Company Released PartiesParty”), from of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all Proceedingsproceedings, Orders or Liabilities covenants, claims, liabilities, suits, judgments, accounts, actions and causes of action of any kind and nature whatsoever in law or equitycharacter whatsoever, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to USGP, Company, or the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller can, shall or may have against the Purchaser Released Parties, whether known or unknown, suspected or unanticipated as well as anticipated and that now exist unsuspected, in Contract, direct or may hereinafter accrue based on matters now known as well as unknown (collectivelyindirect, the “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 primary or otherwise diminish, (a) the obligations of Purchaser, USGP, or Company expressly set forth in any provisions of this Agreement or the other Transaction Documents, (b) the obligations of USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policy. (ii) None of the provisions set forth in the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may havesecondary, at law or in equityequity (including arising under any Environmental Laws) that such Seller Releasing Party ever had, based now has or ever may have or claim to have against any Company Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing arising at or prior to the Closing, or otherwise related to the pre-Closing period; provided, that nothing contained in this Section 6.5(b) shall be construed as a waiver of any rights under (i) this Agreement, (ii) any Ancillary Agreement or (iii) with respect to any Seller Releasing Party who is a natural person, any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses). Each Seller, on Intentional Fraud behalf of Purchaser itself and the other Seller Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims. Each Seller, on behalf of itself and the other Seller Releasing Parties, understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and the other Seller Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Each Seller, on behalf of itself and the other Seller Releasing Parties, acknowledges that Parent will be relying on the waiver and release provided in this Section 6.5(b) in connection with entering into this Agreement and that this Section 6.5(b) is intended for the transactions contemplated by benefit of, and to grant third party beneficiary rights to each Company Released Party to enforce this Agreement, nor shall any such provisions limit, or be deemed to limit, (A) the amounts of recovery sought or awarded in any such claim for Intentional Fraud, (B) the time period during which a claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser with respect to a claim for Intentional FraudSection 6.5(b).

Seller Release. 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 later to occur of (i) Subject to Section 8.5(a)(iithe Closing Date, and (ii) Seller’s receipt of the Purchase Price, the Seller, on behalf of the Seller and each of the Seller’s directors (in their capacity as such), officers (in their capacity as of the Effective Timesuch), the Seller hereby forever fully and irrevocably releases and discharges Purchasercontrolled affiliates, USGPsubsidiaries, Companyexecutors, the Service Entities and their respective predecessorsadministrators, estate, successors, direct or indirect subsidiariesheirs, and assigns (each, a “Seller Releasor”) hereby fully, irrevocably, voluntarily and unconditionally releases, waives and discharges the Company, its subsidiaries and affiliates, and each of their respective directors, officers, stockholders, members, partners, managers, directorsadvisors, officers, employees, agentsrepresentatives, and representatives agents (collectively, the “Purchaser Released PartiesCompany Releasees”), ) from any and all Proceedingscharges, Orders complaints, claims, liabilities, obligations, promises, agreements, controversies, damages or Liabilities causes of action, proceedings, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs incurred that are in each case reasonable and out-of-pocket) of any kind and or nature whatsoever in law or equitywhatsoever, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to USGP, Company, or the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller can, shall or may have against the Purchaser Released Parties, whether known or unknown, suspected or unanticipated as well as anticipated unsuspected (“Claims”), that any Seller Releasor may possess against any of the Company Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Closing Date, in each case, related to Seller Releasor’s ownership, acquisition or 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 Claims”); provided, however, that now exist or may hereinafter accrue based on matters now known as well as unknown the foregoing release shall not cover Claims arising from (the following (x), (y) and (z) collectively, the “Purchaser Released ClaimsExcluded Matters”), and hereby irrevocably agrees to refrain from asserting any Proceeding ) rights 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)(iSeller Releasor pursuant to (x) shall not release or otherwise diminish, (a) the obligations of Purchaser, USGP, or Company expressly set forth in any provisions of this Agreement or the other Transaction Documents, (b) the obligations of USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policy. (ii) None of the provisions set forth in the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may have, at law or in equity, based on Intentional Fraud of Purchaser in connection with the transactions contemplated by this Agreement, nor shall (y) any such provisions limitwritten indemnification agreement with any Seller Releasor who is or was a member of the board of directors of the Company and/or any of its subsidiaries, or be deemed to limit, (A) the amounts of recovery sought or awarded in any such claim for Intentional Fraud, (B) the time period during which a claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser solely with respect to a claim for Intentional FraudClaims 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. (i) Subject to Section 8.5(a)(ii), Effective as of the Effective TimeClosing, the each Seller hereby forever fully and irrevocably releases and forever discharges Purchaser, USGP, Company, the Service Entities each Company and their respective predecessors, successors, direct or indirect subsidiaries, stockholders, members, partners, managerseach of its past and present officers, directors, officersemployees and agents (individually, employees, agents, a “Releasee” and representatives (collectively, the “Purchaser Released PartiesReleasees”), ) from any and all Proceedingsclaims, Orders demands, actions, arbitrations, audits, hearings, investigations, litigations, suits (whether civil, criminal, administrative, investigative or Liabilities informal), causes of any kind action, orders and nature whatsoever in law or equity, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to USGP, Company, or the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller can, shall or may have against the Purchaser Released Partiesliabilities whatsoever, whether known or unknown, suspected or unanticipated as well as anticipated 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 now exist relate in any way to such Sellers’ indirect or may hereinafter accrue based on matters now known as well as unknown (collectively, the “Purchaser Released Claims”), and hereby irrevocably agrees to refrain from asserting any Proceeding direct ownership of any kind before Ownership Interest in any Governmental Authority against Company, including the Equity Interests. The scope of the release shall include all Claims (a) relating to a breach of any Purchaser Released Party based upon fiduciary duty owed by the Releasees to any Purchaser Released Claim. Notwithstanding Company and arising from any such Ownership Interest or (b) relating to any breach of the preceding sentence Organizational Documents of this Section 8.5(a)(i)any Company, “Purchaser Released Claims” does not includeas such may be amended; provided, however, that the foregoing release and the provisions of this Section 8.5(a)(i) discharge shall not release (i) Buyer of its obligations or otherwise diminish, (a) the obligations of Purchaser, USGPliabilities to such Seller pursuant to this Agreement, or Company expressly set forth in any provisions of this Agreement or the other Transaction Documents, (b) the obligations of USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policy. (ii) None of any benefits under the provisions set forth in welfare benefit plans, practices, policies and programs provided by any Company arising prior to the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may have, at law or in equity, based on Intentional Fraud of Purchaser Closing in connection with the transactions contemplated 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 suspect to exist which, if known, may have materially affected the decision to provide this Agreement, nor shall and such Seller expressly waives any rights under applicable law that provide to the contrary. Each Seller hereby ratifies each and every amendment to the Organizational Documents of any Company and each and every merger of any Company or any of its respective predecessors effected at a time prior to the Closing when such Seller owned any Ownership Interests of such Company or any such provisions limit, or be deemed to limit, (A) the amounts of recovery sought or awarded in any such claim for Intentional Fraud, (B) the time period during which a claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser with respect to a claim for Intentional Fraudpredecessor.

Seller Release. (i) Subject to Section 8.5(a)(ii), Effective as of the Effective TimeClosing, the Seller hereby forever fully and irrevocably releases and discharges PurchaserSeller, USGPfor itself, Company, the Service Entities and their respective predecessors, successors, direct or indirect subsidiaries, stockholders, members, partners, managers, directors, officers, employees, agentsits Affiliates, and representatives for its successors and assigns (collectively, the “Purchaser Released 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 xxx upon, all Seller Released Matters. “Seller Released Matters” means any and all Proceedingsclaims, Orders or Liabilities of any kind and nature whatsoever in law or equitysuits, or otherwise (including claims for demands, damages, losses, debts, liabilities, judgments, obligations, costs, expenses, and expenses (including reasonable attorneys’, brokers’ ' and accountants’ ' fees and expenses) arising out ), actions and causes of action of any nature whatsoever (including any claims based on or related relating to USGPinfringement, Companymisappropriation 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 Service Entities or parties prior to the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller can, shall or may have against the Purchaser Released PartiesClosing), whether now known or unknown, suspected or unanticipated as well as anticipated and unsuspected, that the Seller Releasing Parties now exist have, or at any time previously had, or shall or may hereinafter accrue based on matters now known as well as unknown (collectivelyhave in the future, in whatever capacity, against the “Purchaser Buyer 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 diminishParties, (ai) arising or accruing on or before the obligations of PurchaserClosing Date, USGPincluding any unpaid Transaction Expenses, or Company expressly set forth in any provisions of this Agreement or the other Transaction Documents, (b) the obligations of USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policy. (ii) None of the provisions set forth in the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may have, at law or in equity, based on Intentional Fraud of Purchaser 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 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, nor and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall any such provisions limitbe 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, or for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to limithave waived, (A) and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the amounts Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of recovery sought Section 1542 of the California Civil Code, which provides that: 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 awarded 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 any such claim for Intentional Fraud, (B) the time period during addition to or different from those which a claim for Intentional Fraud may are known or believed to be brought or (C) the recourse that Seller may seek against Purchaser true with respect to a claim for Intentional Fraudthe 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. (i) Subject to Section 8.5(a)(ii), as In consideration for the agreement and covenants of the Effective TimePurchaser set forth in this Agreement, 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 the Seller hereby forever fully Purchaser and irrevocably releases the Acquired Companies and discharges Purchaser, USGP, the Operating Company, the Service Entities and their respective predecessors, successors, direct or indirect subsidiariesparents, stockholderssubsidiaries and other Affiliates, members, partners, managersand any of their respective current and former officers, directors, officers, employees, agents, or representatives from and representatives (collectively, the “Purchaser Released Parties”), from for any and all Proceedingsclaims, Orders or Liabilities causes of any kind and nature whatsoever in law or equityaction, or otherwise (including claims for demands, suits, debts, obligations, liabilities, damages, losses, costs, expensesand expenses (including attorneys’ fees) of every kind or nature whatsoever, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to USGP, Company, or the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller can, shall or may have against the Purchaser Released Parties, whether known or unknown, actual or potential, suspected or unanticipated as well as anticipated and unsuspected, fixed or contingent, that now exist such Seller has or may hereinafter accrue based on matters have, now known or in the future, arising out of, relating to, or resulting from any act of commission or omission, errors, negligence, strict liability, breach of contract, 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 well amended, or the South Carolina Uniform Limited Liability Company Act of 1996, as unknown amended; or (collectivelyd) claims for salary, the bonuses, accrued vacation, any other employee compensation and unreimbursed expenses (clauses (a) through (d), “Purchaser Released Excluded 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)foregoing, “Purchaser Released Claims” does not includewith respect to Xxxxx LLC, Xxxxx Capital, Xxxxx Equity and Xxxxx Lending and their Affiliates, the provisions of this Section 8.5(a)(i) 6.4 shall apply only in each of their capacity as an equityholder of the Acquired Companies and as a seller under this Agreement, and shall not release or otherwise diminishapply to any other capacity, (a) including as a lender to the obligations Target Companies. Furthermore, in consideration for the agreements and covenants of Purchaser, USGP, or Company expressly 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 provisions 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 such Seller has or may have, now or in the future, arising out of, relating to, or resulting from this Agreement or the other Transaction Documentsany Related Document, (b) the obligations of USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policy. (ii) None of the provisions set forth in the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may have, at law or in equity, based on Intentional Fraud of Purchaser in connection with the transactions contemplated by this Agreementhereby and thereby, nor shall and any such provisions limitengagement letter between the Acquired Companies or the Operating Company on the one hand, and Xxxxxx X. Xxxxx & Co. Incorporated or be deemed to limitFinanco LLC and any of their Affiliates, (A) on the amounts of recovery sought or awarded in any such claim for Intentional Fraud, (B) the time period during which a claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser with respect to a claim for Intentional Fraudother hand.

Seller Release. (i) Subject In consideration of the Closing Purchase Price and other consideration to Section 8.5(a)(ii)be received by the Sellers pursuant to and in accordance with the terms of this Agreement and as a condition to the execution and delivery of this Agreement by Purchaser, each of the Sellers hereby gives the following release effective as of the Effective TimeClosing Date: (a) Such Seller, the Seller on behalf of itself and its successors, assigns, heirs and personal representatives, hereby irrevocably and unconditionally releases, acquits and forever fully discharges each Acquired Company and irrevocably releases its respective partners, members, managers, stockholders, directors, officers and discharges Purchaseragents, USGP, Company, the Service Entities and their respective predecessors, successors, direct or indirect subsidiaries, stockholders, members, partners, managers, directors, officers, employees, agents, successors and representatives assigns (collectively, the “Purchaser Released Parties”), to the fullest extent permitted by Applicable Law, from any and all Proceedingscharges, Orders or Liabilities complaints, claims, obligations, promises, agreements, controversies, Damages, actions, causes of any kind and nature whatsoever in law or equityaction, or otherwise (including claims for damagessuits, rights, demands, remedies, costs, expenseslosses, debts, expenses and attorneys’fees, brokers’ and accountants’ fees and expenses) arising out of every type, kind, nature, description or related to USGP, Company, or the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller can, shall or may have against the Purchaser Released Partiescharacter, whether known or unknown, suspected liquidated or unanticipated as well as anticipated and unliquidated, that now exist such Seller has, owns or holds, or claims to have, own or hold, in each case arising from the beginning of time through the Closing Date in respect of the operations of the Acquired Companies prior to the Closing Date, including those arising out of or in connection with (i) such Seller’s (other than Newco) employment or other relationship with the Acquired Companies, (ii) such Seller’s right to or interest in any assets or properties of the Acquired Companies, (iii) any equity, economic or other interests such Seller may hereinafter accrue based on matters now known as well as unknown have or claim to have in, or any other claims or rights to payment such Seller may have against, any Acquired Company (collectively, but subject to the immediately following proviso, “Purchaser Released Claims”); provided, however, that the foregoing release, acquittal and hereby irrevocably agrees to refrain from asserting any Proceeding of any kind before any Governmental Authority against any Purchaser discharge shall not apply to, the Released Party based upon any Purchaser Released Claim. Notwithstanding the preceding sentence of this Section 8.5(a)(i), “Purchaser Released Claims” does Claims shall not include, and such Seller hereby expressly retains and does not release, acquit or discharge (A) any rights of such Seller to any benefits, payments or other entitlements under any Employee Benefit Plan and any rights of such Seller to accrued salary and bonus under such Seller’s existing employment, services agreement or retention and incentive agreement (as applicable), including any right to reimbursement for business expenses that were incurred in the provisions ordinary course of this Section 8.5(a)(i) shall not release or otherwise diminishbusiness in accordance with the policies of the Acquired Companies, (aB) the obligations any rights of Purchasersuch Seller to be indemnified or held harmless or to receive contribution or similar payments, USGPpursuant to any indemnification, contribution or similar provisions, or Company expressly to receive any performance fees or carried interest, as set forth in any provisions Constituent Document of any Acquired Company, (C) any rights of such Seller under this Agreement or the any other Transaction DocumentsDocument or Advisory Agreement (including the right to receive distributions from the Company and any rights to indemnification pursuant to Article VI) or (D) any rights of such Seller to insurance under any primary or excess, directors and officers, general partner liability, employment practices liability, fiduciary liability or any other liability insurance policy. Such Seller represents that it has not assigned or transferred or purported to have assigned or transferred to any Person any Released Claims; and (b) Such Seller expressly acknowledges and agrees that the obligations foregoing releases shall be effective as a full and final accord and satisfaction and release of USGP all Released Claims, whether known or unknown, against the Released Parties. Such Seller is aware that it may hereafter discover claims or facts in addition to or different from those it now knows or believes to exist which if such Seller had known, may have affected such Seller’s decision to agree to this Section 4.18. Such Seller, however, hereby settles and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policy. (ii) None releases all of the provisions set forth in Released Claims which such Seller had, has or may have against the release in Section 8.5(a)(i) Released Parties including arising out of such additional or different facts. Such Seller represents and agrees that it has not filed with any Governmental Authority or arbitrator or any other Person any complaint, charge or lawsuit against any of the Released Parties involving any Released Claims, and that such Seller shall be deemed a waiver by Seller of not do so at any right or remedy that Seller may have, at law or in equity, based on Intentional Fraud of Purchaser in connection with the transactions contemplated by this Agreement, nor shall any such provisions limit, or be deemed to limit, (A) the amounts of recovery sought or awarded in any such claim for Intentional Fraud, (B) the time period during which a claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser with respect to a claim for Intentional Fraudhereafter.

Seller Release. (i) Subject to Section 8.5(a)(ii), Effective as of the Effective TimeClosing, the Seller each Seller, on its own behalf and on behalf of such Seller’s past, present and future equity holders, partners, members, Affiliates, employees, directors, officers and managers and their respective successors and assigns claiming by or through such Seller, hereby forever fully absolutely, unconditionally and irrevocably releases and forever discharges Purchaserthe Group Companies, USGPParent, CompanySSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 and the Service Entities and their respective predecessors, successors, direct or indirect subsidiaries, stockholders, members, partners, managers, directors, officers, employees, agents, and representatives (collectively, the “Purchaser Released Parent Related Parties”), from any and all Proceedings, Orders or Liabilities claims (including any derivative claim on behalf of any kind and nature whatsoever in law or equityPerson), or otherwise (including claims for Actions, causes of action, suits, arbitrations, proceedings, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, costsfees, expenses, judgments, executions, indemnification rights, claims and attorneys’, brokers’ and accountants’ fees and expenses) demands arising out of of, relating to, against or related to USGP, in any way connected with any Group Company, in respect of (1) any and all agreements, liabilities or obligations entered into or incurred on or prior to the Service Entities Closing Date, (2) any payments made in accordance with the Consideration Allocation Schedule (or any inaccuracies or errors set forth in the Consideration Allocation Schedule), including any claim that a Seller has not received the same type of class of Merger Consideration as any other Seller’s direct , or indirect its pro rata share of the Merger Consideration, or (3) in respect of its ownership of equity in USGPthe GA Shares, CompanyGBOS Shares, GALP Interests or GBOS Units; provided, that the Service Entities, which the Seller can, shall or may have against the Purchaser Released Parties, whether known or unknown, suspected or unanticipated as well as anticipated and that now exist or may hereinafter accrue based on matters now known as well as unknown (collectively, the “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” foregoing release does not includeextend to, include or restrict or limit in any way, and the provisions Sellers hereby reserve their rights, if any, to pursue any and all claims, actions or rights that they may now or in future have solely on account of this Section 8.5(a)(i) shall not release or otherwise diminish, their rights (a) the obligations of Purchaser, USGP, or Company expressly set forth in any provisions of under this Agreement or the any other Transaction Documentsdocuments entered into in connection herewith, (b) under any applicable liability insurance policy covering the obligations directors, officers and/or similar functionaries of USGP and Company the Group Companies or any Seller in respect of any right to indemnifyindemnification or advancement of expenses pursuant to any of the Organizational Documents of the Group Companies or the Sellers, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) under the obligations of any insurer under any Group Companies’ currently-existing written employee benefit plans, health insurance policy. (ii) None of the provisions set forth in the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may have, at law or in equity, based on Intentional Fraud of Purchaser in connection with the transactions contemplated by this Agreement, nor shall any such provisions limit, or be deemed to limitplans and retirement plans, (Ad) the amounts of recovery sought or awarded in any such claim for Intentional Fraud, (B) the time period during which a claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser with respect to any claims for unpaid salary, benefits and reimbursements of expenses for services actually provided during the most recent pay period prior to the Closing or (e) under any claim that may not be waived as a claim for Intentional Fraudmatter of Law.