Common use of General Release Clause in Contracts

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each In consideration for Agent and Lenders entering into this Amendment, Borrower hereby irrevocably releases and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. forever discharges Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective successors, assigns, agents, shareholders, directors, officers, employees, subsidiariesagents, branchesattorneys, parent corporations, subsidiary corporations, affiliated corporations, affiliates, attorneysparticipants, agentsand each of them (collectively, representativesthe “Releasees”), successors and assigns from any and all personsclaims, firmsdebts, corporations liabilities, demands, obligations, costs, expenses, actions and organizations acting on causes of action, of every nature and description, known and unknown, which Borrower now has or at any time may hold, by reason of any matter, cause or thing occurred, done, omitted or suffered to be done prior to the date of this Amendment arising under or in any way related to the Loan Agreement, this Amendment or any other Loan Document or any of their behalves the transactions contemplated herein or therein (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower hereby irrevocably waives the benefits of any and Guarantor all statutes and rules of law to the extent the same provide in substance that a general release does not extend to claims which the creditor does not know or suspect to exist in its favor at the time of executing the release. Borrower represents and warrants that it has no knowledge not assigned to any other Person any Released Claim, and agrees to indemnify Agent and Lenders against any and all actions, demands, obligations, causes of any claim by it against the Released Parties action, decrees, awards, claims, liabilities, losses and costs, including but not limited to reasonable attorneys’ fees of counsel of Lenders’ choice and costs, which Lenders may sustain or incur as a result of any facts a breach or acts or omissions purported breach of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower foregoing representation and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimswarranty.

General Release. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Each Borrower and Guarantor each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) hereby expressly waives the provisions of California Civil Code Section 1542, and any rights they may have certain Claims (as hereinafter defined) against to invoke the Released Parties (as hereinafter defined) regarding provisions of that statute now or relating in the future with respect to the Loan Agreement or the other Financing AgreementsClaims being released pursuant to this Section 10. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction In connection with the execution of this Amendment foregoing waiver and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinrelinquishment, each Borrower and Guarantor hereby fully each other Loan Party (by its execution and unconditionally releases delivery of the attached Consent and Reaffirmation) acknowledges that they are aware that they or their attorneys or others may hereafter discover claims or facts in addition to or different from those which the parties now know or believe to exist with respect to the subject matter of the Claims being released hereunder, but that it is nevertheless the intention of each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) to fully, finally and forever discharges Agent settle, release, waive and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, discharge all of the foregoing Claims which are the “Claims”)being released pursuant to this Section 10. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes The release given herein shall remain in effect as a full and complete general release, notwithstanding the discovery or existence of any such additional or different claims or facts. (c) Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of all Claimsthe provisions of such release. (d) Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

General Release. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Each Borrower and Guarantor each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) hereby expressly waives the provisions of California Civil Code Section 1542, and any rights they may have certain Claims (as hereinafter defined) against to invoke the Released Parties (as hereinafter defined) regarding provisions of that statute now or relating in the future with respect to the Loan Agreement or the other Financing AgreementsClaims being released pursuant to this Section 8. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction In connection with the execution of this Amendment foregoing waiver and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinrelinquishment, each Borrower and Guarantor hereby fully each other Loan Party (by its execution and unconditionally releases delivery of the attached Consent and Reaffirmation) acknowledges that they are aware that they or their attorneys or others may hereafter discover claims or facts in addition to or different from those which the parties now know or believe to exist with respect to the subject matter of the Claims being released hereunder, but that it is nevertheless the intention of each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) to fully, finally and forever discharges Agent settle, release, waive and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, discharge all of the foregoing Claims which are the “Claims”)being released pursuant to this Section 8. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes The release given herein shall remain in effect as a full and complete general release, notwithstanding the discovery or existence of any such additional or different claims or facts. (c) Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of all Claimsthe provisions of such release. (d) Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ for Lender entering into this Amendment and agreeing to the substantial concessions as set forth hereinAmendment, each Borrower and Guarantor each of the Guarantors (together with Borrower, individually and collectively, the “Obligor”) hereby fully and unconditionally irrevocably releases and forever discharges Agent Lender, and each Lender and their respective its successors, assigns, agents, shareholders, directors, officers, employees, subsidiariesagents, branchesattorneys, parent corporations, subsidiary corporations, affiliated corporations, affiliates, attorneysparticipants, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any each of their behalves them (collectively, the “Released PartiesReleasees”), of and from any and all claims, allegationsdebts, liabilities, demands, obligations, costs, expenses, actions and causes of action, costs or demands of every nature and liabilitiesdescription, known and unknown, irrevocably waives the benefits of whatever kind or nature, from the beginning any and all statutes and rules of the world law to the date on extent the same provide in substance that a general release does not extend to claims which this Amendment is executedthe creditor does not know or suspect to exist in its favor at the time of executing the release, whether and, without limiting the foregoing, Obligor irrevocably waives any benefits it may have under California Civil Code Section 1542 which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or unknownher, liquidated would have materially affected his or unliquidated, fixed her settlement with the debtor or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor released party.” Obligor represents and warrants that it has no knowledge not assigned to any other Person any Released Claim, and agrees to indemnify Lender against any and all actions, demands, obligations, causes of any claim by it against the Released Parties action, decrees, awards, claims, liabilities, losses and costs, including but not limited to reasonable attorneys' fees of counsel of Lender’s choice and costs, which Lender may sustain or incur as a result of any facts a breach or acts or omissions purported breach of the Released Parties which on foregoing representation and warranty. (This Section may be referred to as the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims“Release Section”.)

General Release. (a) Each Borrower Stockholder, on its own behalf and Guarantor may have certain Claims on behalf of such Stockholder’s Affiliates, successors, assigns, heirs, beneficiaries, attorneys, partners, limited partners, members, stockholders, employees and agents (as hereinafter definedapplicable) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agentcollectively, Lendersa “Stockholder Releasors”), Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent NMS and each Lender its subsidiaries and their respective directors, officersofficers and employees (the “NMS Releasees”) from any and all charges, employeescomplaints, subsidiariesclaims, branchesliabilities, affiliatesobligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses, known or unknown (collectively, “Claims”), which the Stockholder Releasors may have had or may now have, own, or hold, or claim to have, own, or hold against the NMS Releasees up to the date of this Agreement arising from, relating to or in connection with the Asset Sale, the Proxy Statement or the Proposals. The Stockholder Releasors specifically waive any rights under any statute, regulation or rule which purports to limit the right of persons to release or waive unknown Claims. Each of the Stockholder Releasors represents and warrants hereby that it has not filed any complaints or charges asserting any Claims against any of the NMS Releasees with any local, state or federal agency or court, or assigned any such Claim to any other person and has no knowledge of any Claim it may currently have against any of the NMS Releasees that is not arising from, relating to or in connection with the Asset Sale, the Proxy Statement or the Proposals. Each of the Stockholder Releasors agrees never to s▇▇ any of the NMS Releasees or cause any of the NMS Releasees to be sued regarding any matter within the scope of this Section 9(a). If any of the Stockholder Releasors violates this Agreement by suing any NMS Releasee or causing any NMS Releasee to be sued, the undersigned Stockholder Releasors agree to pay all costs and expenses of defending against the suit incurred by the NMS Releasees, including reasonable attorneys’ fees. (b) NMS, on its own behalf and on behalf of its Affiliates, successors, assigns, heirs, beneficiaries, attorneys, agentspartners, representativeslimited partners, successors employees and assigns and all persons, firms, corporations and organizations acting on any of their behalves agents (as applicable) (collectively, the “Released PartiesNMS Releasors”), of hereby releases and discharges each Stockholder and such Stockholder’s directors, officers and employees (the “Stockholder Releasees”) from any and all claimsClaims which the NMS Releasors may have had or may now have, allegationsown, causes of actionor hold, costs or demands and liabilitiesclaim to have, of whatever kind own, or nature, from hold against the beginning of the world Stockholder Releasees up to the date on of this Agreement arising from, relating to or in connection with the Asset Sale, the Proxy Statement or the Proposals. The NMS Releasors specifically waive any rights under any statute, regulation or rule which this Amendment is executed, whether known purports to limit the right of persons to release or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part waive unknown Claims. Each of the Released Parties, NMS Releasors represents and warrants hereby that it has not filed any complaints or charges asserting any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or Claims against any of the Stockholder Releasees with any local, state or federal agency or court, or assigned any such Claim to any other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower person and Guarantor represents and warrants that it has no knowledge of any claim Claim it may currently have against any of the Stockholder Releasees that is not arising from, relating to or in connection with the Asset Sale, the Proxy Statement or the Proposals. Each of the NMS Releasors agrees never to s▇▇ any of the Stockholder Releasees or cause any of the Stockholder Releasees to be sued regarding any matter within the scope of this Section 9(b). If any of the NMS Releasors violates this Agreement by it suing any Stockholder Releasee or causing any Stockholder Releasee to be sued, the undersigned NMS Releasors agree to pay all costs and expenses of defending against the Released Parties or of any facts or acts or omissions suit incurred by the Stockholder Releasees, including reasonable attorneys’ fees. (c) Each of the Released Parties which on undersigned Stockholder Releasors and NMS Releasors acknowledge that it has read the date hereof would be contents of this Section 9, that it has had the basis opportunity to review this Section 9 with counsel of its choice, that it understands the same and that it has given the releases contemplated by this Section 9 as its own free act and deed. (d) Notwithstanding anything contained in this Section 9 to the contrary, this Section 9 shall not apply to any Claim arising out of a claim by such Borrower or Guarantor against breach of the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsobligations contained in this Agreement.

General Release. Each Borrower (a) As of the date of this Amendment, each Credit Party that is a party hereto and Guarantor may have certain Claims the U.S. Borrower, on behalf of each other Credit Party and each of their respective Subsidiaries (as hereinafter defined) against collectively, the Released Parties (as hereinafter defined) regarding or relating “Releasors”), to the Loan Agreement or the other Financing Agreements. Agentfullest extent permitted by law, Lendershereby releases, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and the Administrative Agent, each Lender and each of its or their respective directorstrustees, officers, employeesdirectors, subsidiariesparticipants, branchesbeneficiaries, affiliatesagents, attorneys, agentsaffiliates and employees, representatives, and the successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves the foregoing (collectively, the “Released Parties”), of and from any and all claims, allegationsactions, causes of action, costs or demands suits, defenses, set-offs against the Obligations, and liabilities, liabilities of whatever any kind or naturecharacter whatsoever, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated contingent or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmaturedmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower liquidated or Guarantor hasunliquidated, hadclaimed or unclaimed, in contract or in tort, at law or in equity, or otherwise, including, without limitation, claims or defenses relating to have had allegations of usury, which relate, in whole or hereafter claims in part, directly or indirectly, to have against the Loans, the Loan Documents, the Obligations, the Collateral or this Amendment, in each case, which existed, arose or occurred at any time prior to the date of this Amendment, including, without limitation, the negotiation, execution, performance or enforcement of the Loan Documents and this Amendment, any claims, causes of action or defenses based on the negligence of any of the Released Parties by reason of or on any act “lender liability” theories of, among others, unfair dealing, control, misrepresentation, omissions, misconduct, overreaching, unconscionability, disparate bargaining position, reliance, equitable subordination, or omission on otherwise, and any claim based upon illegality or usury (collectively, the part “Released Claims”). No Releasor shall intentionally, willfully or knowingly commence, join in, prosecute, or participate in any suit or other proceeding in a position which is adverse to any of the Released Parties, arising directly or indirectly from any of themthe Released Claims. The Released Claims include, occurring but are not limited to, any and all unknown, unanticipated, unsuspected or misunderstood claims and defenses which existed, arose or occurred at any time prior to the date on of this Amendment, all of which this Amendment is executedare released by the provisions hereof in favor of the Released Parties. (b) Each Releasor acknowledges and agrees that it has no defenses, including on account counterclaims, offsets, cross-complaints, causes of action, rights, claims or in demands of any way affectingkind or nature whatsoever, concerning including, without limitation, any usury or lender liability claims or defenses, arising out of the Loan Documents or founded upon this Amendment up Amendment, that can be asserted either to reduce or eliminate all or any part of any of the Releasors’ liability to the Administrative Agent and including the date on which this Amendment is executedLenders under the Loan Documents, including all such loss or damage to seek affirmative relief or damages of any kind heretofore sustained or that may arise as a consequence of nature from the dealings among Administrative Agent or the parties up to and including Lenders, for or in connection with the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement Loans or any of the other Financing Agreements Loan Documents. Each Releasor further acknowledges that, to the extent that any such claim does in fact exist, it is being fully, finally and irrevocably released by them as provided in this Amendment. (collectively, all c) Each Releasor hereby waives the provisions of any applicable laws restricting the release of claims which the releasing parties do not know or suspect to exist as of the foregoing are date of this Amendment, which, if known, would have materially affected the “Claims”)decision to agree to these releases. Each Borrower and Guarantor Accordingly, each Releasor hereby agrees, represents and warrants to the Administrative Agent and each Lender that it has no knowledge understands and acknowledges that factual matters now unknown may have given or may hereafter give rise to causes of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties action, claims, demands, debts, controversies, damages, costs, losses and expenses which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower are presently unknown, unanticipated and Guarantor unsuspected, and each Releasor further agrees, represents and warrants that the foregoing constitutes a full releases provided herein have been negotiated and complete release agreed upon, and in light of, that realization and that each Releasor nevertheless hereby intends to release, discharge and acquit the parties set forth hereinabove from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are in any manner set forth in or related to the Released Claims and all Claimsdealings in connection therewith. (d) In making the releases set forth in this Amendment, each Releasor acknowledges that it has not relied upon any representation of any kind made by any Released Party. (e) It is understood and agreed by the Releasors and the Released Parties that the acceptance of delivery of the releases set forth in this Amendment shall not be deemed or construed as an admission of liability by any of the Released Parties and the Administrative Agent, on behalf of itself and the other Released Parties, hereby expressly denies liability of any nature whatsoever arising from or related to the subject of such releases.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment provisions hereof, Borrower hereby agrees as follows ("General Release"): (a) Borrower, for itself and agreeing to the substantial concessions as set forth hereinon behalf of its successors and assigns, each Borrower and Guarantor does hereby fully and unconditionally releases release, acquit and forever discharges Agent discharge Bank, all of Bank's predecessors in interest, and each Lender all of Bank's past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length (each, a "Released Claim" and collectively, the "Released Claims"), that Borrower now has or contingentmay acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; (ii) the date that Borrower has executed and delivered this Amendment to Bank (hereafter, asserted the "Release Date"), including without limitation, those Released Claims in any way arising out of, connected with or unassertedrelated to any and all prior credit accommodations, foreseen if any, provided by Bank, or unforeseenany of Bank's predecessors in interest, matured to Borrower, and any agreements, notes or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason documents of any act kind related thereto or omission the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower hereby acknowledges, represents and warrants to Bank that it agrees to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of Bank, and Borrower hereby waives and releases all rights and benefits which it might otherwise have under any state or local laws or statutes with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims. (c) Each person signing below on behalf of Borrower acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that Borrower may have as of the Release Date. Borrower hereby acknowledges that it has had an opportunity to obtain a lawyer's advice concerning the legal consequences of each of the provisions of this General Release. (d) Borrower hereby specifically acknowledges and agrees that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of Bank; (ii) the provisions of this General Release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of them, occurring prior this General Release shall subject Borrower to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsaction.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s 's and Lenders’ ' entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “"Released Parties”"), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “"Claims”"). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against To the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinmaximum extent permitted by law, each Borrower and Guarantor Prospect Party hereby fully and unconditionally waives, releases and forever discharges Agent Karlsson and each Lender and their respective its directors, shareholders, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors employees and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and counsel from any and all claims, allegationssuits, causes of action, legal or administrative proceedings, liabilities, claims, damages, losses, costs or demands and liabilitiesexpenses of any kind (collectively, of whatever kind or nature“Claims”), from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor hasProspect Party may have, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of acts, omissions, or founded upon this Amendment up events occurring at any time prior to and including the date on Effective Date. Each Prospect Party hereby agrees and represents that the matters released herein are not limited to the matters which this Amendment is executedare known, disclosed or foreseeable. The Prospect Parties intend to waive all Claims, including all Claims which they do not know or suspect to exist in their favor to no less extent than a waiver of such loss or damage Claims under California law will be effected by a waiver by the Prospect Parties under California law of any kind heretofore sustained and all rights and benefits which they now have or that in the future may arise as a consequence have by virtue of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement provisions of Section 1542 of the LoansCalifornia Civil Code which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” The Prospect Parties hereby agree, represent and warrant that they are familiar with and have read and understand and have consulted legal counsel of their choosing with respect to California Civil Code Section 1542, and the ObligationsProspect Parties realize and acknowledge that factual matters now unknown to them may have given or may hereafter give rise to actions, the Loan Agreement legal or any of the other Financing Agreements (collectivelyadministrative proceedings, all of the foregoing claims, demands, debts, controversies, damages, costs or losses, liabilities and expenses which are the “Claims”)presently unknown, unanticipated and unsuspected. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.INITIALS: Prospect DE Parent AWP Apache

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinprovisions hereof, each Borrower and each Guarantor hereby fully agree as follows (“General Release”): (a) Borrower and unconditionally releases each Guarantor, for itself and on behalf of its respective successors and assigns, do hereby release, acquit and forever discharges Agent discharge Bank, all of Bank’s predecessors in interest, and each Lender all of Bank’s past and their respective present officers, directors, officersattorneys, affiliates, employees, subsidiaries, branches, affiliates, attorneys, and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingenteach as though fully set forth herein at length (each, asserted or unasserteda “Released Claim” and collectively, foreseen or unforeseenthe “Released Claims”), matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such that Borrower or any Guarantor hasnow has or may acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower and each Guarantor have executed and delivered this Amendment to Bank (hereafter, hadthe “Release Date”), claims including without limitation, those Released Claims in any way arising out of, connected with or related to have had any and all prior credit accommodations, if any, provided by Bank, or hereafter claims any of Bank’s predecessors in interest, to have against the Released Parties by reason Borrower or any Guarantor, and any agreements, notes or documents of any act kind related thereto or omission the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower and each Guarantor hereby acknowledge, represent and warrant to Bank that they agree to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of Bank, and Borrower and each Guarantor hereby waive and release all rights and benefits which they might otherwise have under any state or local laws or statutes with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims. (c) Borrower and each Guarantor hereby acknowledge that each of them has had an opportunity to obtain a lawyer’s advice concerning the legal consequences of each of the provisions of this General Release. (d) Borrower and each Guarantor hereby specifically acknowledge and agree that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of Bank; (ii) the provisions of this General Release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of them, occurring prior this General Release shall subject Borrower and each Guarantor to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsaction.

General Release. Each of Borrower and Guarantor may have certain Claims Guarantors, on behalf of itself and on behalf of its Subsidiaries, successors, assigns, legal representatives and financial advisors (as hereinafter defined) against collectively, the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent“Releasing Parties”), Lendershereby releases, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases acquits and forever discharges Agent Agent, the Lenders and each Lender and of their respective past and present directors, officers, employees, subsidiariesagents, branchesattorneys, affiliates, attorneyspredecessors, agentssuccessors, representatives, successors administrators and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), ) of and from any and all claims, allegationsactions, causes of action, costs or demands demands, rights, damages, costs, loss of service, expenses and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had compensation whatsoever heretofore or hereafter claims arising from any events or occurrences, or anything done, omitted to have against the Released Parties be done, or allowed to be done by reason of any act or omission on the part of the Released Parties, on or before the date of execution of this Agreement, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of themthe same arising from or related to anything done, occurring prior omitted to be done, or allowed to be done by any of the date on which this Amendment is executed, including on account of or Released Parties and in any way affecting, concerning or arising out of or founded upon connected with this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectivelyLoan Documents, all any other credit facilities provided or not provided, any advances made or not made, or any past or present deposit or other accounts of any Releasing Party with any Released Party and the handling of the foregoing are same by any Released Party, including, without limitation, the manner and timing in which items were deposited or credited thereto or funds transferred therefrom or made available to any of the Releasing Parties, the honoring or returning of any checks drawn on any account, and any other dealings between the Releasing Parties and the Released Parties (the “ClaimsReleased Matters”). Releasing Parties each further agree never to commence, aid or participate in (except to the extent required by order or legal process issued by a court or governmental agency of competent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. In furtherance of this general release, Releasing Parties each acknowledge and waive the benefits of California Civil Code Section 1542 (and all similar ordinances and statutory, regulatory, or judicially created laws or rules of any other jurisdiction), which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Releasing Parties each agree that this waiver and release is an essential and material of this Agreement, and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the Released Matters. Each Borrower and Guarantor Releasing Party represents and warrants that it has no knowledge of not purported to convey, transfer or assign any claim by it against the right, title or interest in any Released Parties Matter to any other person or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower entity and Guarantor represents and warrants that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to all Claimsunknown or unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Matters.

General Release. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Each Borrower and Guarantor each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) hereby expressly waives the provisions of California Civil Code Section 1542, and any rights they may have certain Claims (as hereinafter defined) against to invoke the Released Parties (as hereinafter defined) regarding provisions of that statute now or relating in the future with respect to the Loan Agreement or the other Financing AgreementsClaims being released pursuant to this Section 8. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction In connection with the execution of this Amendment foregoing waiver and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinrelinquishment, each Borrower and Guarantor hereby fully each other Loan Party (by its execution and unconditionally releases delivery of the attached Consent and Reaffirmation) acknowledges that they are aware that they or their attorneys or others may hereafter discover claims or facts in addition to or different from those which the parties now know or believe to exist with respect to the subject matter of the Claims being released hereunder, but that it is nevertheless the intention of each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) to fully, finally and forever discharges Agent settle, release, waive and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, discharge all of the foregoing Claims which are the “Claims”)being released pursuant to this Section 8. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes The release given herein shall remain in effect as a full and complete general release, notwithstanding the discovery or existence of any such additional or different claims or facts. (c) Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of all Claimsthe provisions of such release. (d) Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. [Remainder of page intentionally left blank; signature pages follow.]

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ for Lender entering into this Amendment and agreeing to the substantial concessions as set forth hereinAmendment, each Borrower and Guarantor hereby fully and unconditionally irrevocably releases and forever discharges Agent Lender, and each Lender and their respective its successors, assigns, agents, shareholders, directors, officers, employees, subsidiariesagents, branchesattorneys, parent corporations, subsidiary corporations, affiliated corporations, affiliates, attorneysparticipants, agentsand each of them (collectively, representativesthe “Releasees”), successors and assigns from any and all personsclaims, firmsdebts, corporations liabilities, demands, obligations, costs, expenses, actions and organizations acting on causes of action, of every nature and description, known and unknown, which Borrower now has or at any time may hold, by reason of their behalves any matter, cause or thing occurred, done, omitted or suffered to be done prior to the date of this Amendment (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower hereby irrevocably waives the benefits of any and Guarantor all statutes and rules of law to the extent the same provide in substance that a general release does not extend to claims which the creditor does not know or suspect to exist in its favor at the time of executing the release, and, without limiting the foregoing, and without limiting the stipulation to governing law in Section 9.19 of the Loan Agreement, Borrower irrevocably waives any benefits it may have under California Civil Code Section 1542 which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Borrower represents and warrants that it has no knowledge not assigned to any other Person any Released Claim, and agrees to indemnify Lender against any and all actions, demands, obligations, causes of any claim by it against the Released Parties action, decrees, awards, claims, liabilities, losses and costs, including but not limited to reasonable attorneys' fees of counsel of Lender’s choice and costs, which Lender may sustain or incur as a result of any facts a breach or acts or omissions purported breach of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower foregoing representation and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimswarranty.

General Release. Each Borrower and Guarantor may have certain Claims (hereby acknowledges and agrees that no Borrower or Guarantor has, as hereinafter defined) against of the Released Parties (as hereinafter defined) regarding date of this Amendment, any defense, counterclaim, offset, cross-complaint, claim or relating demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the Loan Agreement obligations or to seek affirmative relief or damages of any kind or nature from the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one any member of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this SectionLender Group or any other Lender-Related Persons. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Each Borrower and Guarantor hereby fully voluntarily and unconditionally knowingly releases and forever discharges Agent the Agent, each member of the Lender Group, the other Lender-Related Persons and each Lender and of their respective directorspredecessors, officersagents, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and ) from any and all possible claims, allegationsdemands, actions, causes of action, costs or demands damages, costs, expenses and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedliabilities whatsoever, whether known or unknown, liquidated anticipated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmaturedunanticipated, suspected or unsuspected, anticipated fixed, contingent or unanticipatedconditional, which such or at law or in equity, in any case originating in whole or in part on or before the date this Amendment is executed that any Borrower or Guarantor has, had, claims to have had may now or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or if any, irrespective of whether any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising such claims arise out of contract, tort, violation of law or founded upon this Amendment up to regulations, or otherwise, and including the date on which this Amendment is executed, including all such loss or damage of that arise from any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, exercise of any rights and remedies under the Loan Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimshighest lawful rate applicable.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinprovisions hereof, each Borrower and Guarantor each guarantor hereunder hereby fully agree as follows ("General Release"): (a) Borrower and unconditionally releases each guarantor hereunder, for itself and on behalf of its respective successors and assigns, do hereby release, acquit and forever discharges Agent discharge Bank, all of Bank's predecessors in interest, and each Lender all of Bank's past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingenteach as though fully set forth herein at length (each, asserted or unasserteda "Released Claim" and collectively, foreseen or unforeseenthe "Released Claims"), matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such that Borrower or Guarantor hasany guarantor hereunder now has or may acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower and each guarantor hereunder have executed and delivered this Amendment to Bank (hereafter, hadthe "Release Date"), claims including without limitation, those Released Claims in any way arising out of, connected with or related to have had any and all prior credit accommodations, if any, provided by Bank, or hereafter claims any of Bank's predecessors in interest, to have against the Released Parties by reason Borrower or any guarantor hereunder, and any agreements, notes or documents of any act kind related thereto or omission the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower and each guarantor hereunder hereby acknowledge, represent and warrant to Bank as follows: (i) Borrower and such guarantor understand the meaning and effect of Section 1542 of the California Civil Code which provides: "Section 1542. GENERAL RELEASE; EXTENT. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." (ii) With regard to Section 1542 of the California Civil Code, Borrower and each such guarantor agree to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of Bank, and Borrower and each such guarantor hereby waive and release all rights and benefits which they might otherwise have under Section 1542 of the California Civil Code with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims. (c) Each person signing below on behalf of Borrower or any guarantor hereunder acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that Borrower or any such guarantor may have as of the Release Date. Borrower and each guarantor hereunder hereby acknowledge that each of them has had an opportunity to obtain a lawyer's advice concerning the legal consequences of each of the provisions of this General Release. (d) Borrower and each guarantor hereunder hereby specifically acknowledge and agree that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of Bank; (ii) the provisions of this General Release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of them, occurring prior this General Release shall subject Borrower and each guarantor hereunder to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsaction.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of AgentBank’s and Lenders’ entering willingness to enter into this Amendment and agreeing to the substantial concessions as set forth hereinAmendment, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent Bank and each Lender and their Bank’s respective directorspredecessors, successors, assigns, officers, managers, directors, employees, subsidiaries, branches, affiliatesagents, attorneys, agents, representatives, successors and assigns and affiliates (hereinafter all persons, firms, corporations and organizations acting on any of their behalves (collectively, the above collectively referred to as the “Released PartiesBank Group”), of and from any and all claims, allegationscounterclaims, demands, damages, debts, suits, liabilities, actions and causes of actionaction of any nature whatsoever, costs including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedin equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, fixed whether absolute or contingent, asserted or unasserted, foreseen or unforeseen, matured and whether or unmatured, suspected or unsuspected, anticipated or unanticipatednot heretofore asserted, which such Borrower may have or Guarantor has, had, claims to have had or hereafter claims claim to have against the Released Parties by reason of any act or omission on the part of the Released Parties, Bank Group in any way related to or any of them, connected with the Loan Documents and the transactions contemplated thereby occurring on or prior to the date on which this Amendment hereof. Borrower further acknowledges that it is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence familiar with Section 1542 of the dealings among California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Borrower waives and releases any rights or benefits that it may have under Section 1542, or other similar provision, to the parties up to full extent that it may lawfully waive such rights and including benefits, and Borrower acknowledges that it understands the date on which this Amendment is executed, including the administration or enforcement significance and consequences of the Loans, the Obligations, the Loan Agreement or any waiver of the other Financing Agreements (collectively, all provisions of the foregoing are the “Claims”). Each Borrower Section 1542 and Guarantor represents and warrants that it has no knowledge been advised by its attorney as to the significance and consequences of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such this waiver. Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower understands, acknowledges and Guarantor represents and warrants agrees that the foregoing constitutes release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release of all Claimsset forth above.

General Release. Each Borrower The Agents, the Lenders and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors Parties desire to resolve each and every one of any Claims (as such Claims term is defined below) that the Loan Parties may have (if any) in conjunction with the execution of this Amendment and thus each Borrower and Guarantor Loan Party makes the release contained in this Section. In consideration of Agent’s Agents’ and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower Loan Party, for itself and Guarantor on behalf of its successors, assigns, limited partners, general partners, investors, Subsidiaries, shareholders, trustees, officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through, it, hereby fully and unconditionally releases releases, remises and forever discharges Agent each Agent, each Lender, their respective Affiliates and Related Funds, and each Lender and of their respective successors in title, past, present and future directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all personsPersons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, suits, Liens, lawsuits, adverse consequences, damages, losses, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, obligations, costs or demands and liabilities, of whatever kind or naturenature (whether in law, in equity or otherwise), from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, direct or indirect or derivative, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, asserted or unasserted, anticipated or unanticipated, which such Borrower or Guarantor Loan Parties has, had, claims to have had or hereafter claims to have against the Released Parties (other than those claims directly resulting from the gross negligence or willful misconduct of such Released Party as determined in a final judgment by a court of competent jurisdiction) by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including without limitation on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including without limitation all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including to the administration or enforcement of extent relating to the Loans, the Obligations, the Loan Financing Agreement or any of the other Financing Agreements Loan Documents, including the administration and enforcement thereof (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor Loan Party represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor Loan Party against the Released Parties relating to the Loans, the Obligations, the Financing Agreement or any of the other Loan Documents, including the administration and enforcement thereof, which is not released hereby. Each Borrower and Guarantor Loan Party represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinprovisions hereof, each Borrower and Guarantor each guarantor hereunder hereby fully agree as follows (General Release): (a) Borrower and unconditionally releases each guarantor hereunder, for itself and on behalf of its respective successors and assigns, do hereby release, acquit and forever discharges Agent discharge Bank, all of Bank's predecessors in interest, and each Lender all of Bank's past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingenteach as though fully set forth herein at length (each, asserted or unasserteda Released Claim and collectively, foreseen or unforeseenthe Released Claims), matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such that Borrower or Guarantor has, had, claims to have had any guarantor hereunder now has or hereafter claims to have against the Released Parties by reason of any act or omission on the part may acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower and each guarantor hereunder have executed and delivered this Amendment to Bank (hereafter, the Release Date), including without limitation, those Released PartiesClaims in any way arising out of, connected with or related to any and all prior credit accommodations, if any, provided by Bank, or any of themBank's predecessors in interest, occurring prior to the date on which this Amendment is executedBorrower or any guarantor hereunder, including on account of and any agreements, notes or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage documents of any kind heretofore sustained related thereto or that may arise the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower and each guarantor hereunder hereby acknowledge, represent and warrant to Bank as a consequence follows: (i) Borrower and such guarantor understand the meaning and effect of Section 1542 of the dealings among the parties up to and including the date on California Civil Code which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.provides:

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ Lender entering into this Amendment Agreement and agreeing consenting to the substantial concessions as set forth herein, each Sale of the Property to the Replacement Borrower and providing for the Loan Parties’ Request, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Guarantor, Replacement Borrower and Replacement Guarantor hereby fully for: (i) themselves, (ii) any parent, affiliate or subsidiary thereof, (iii) any partnership or joint venture of which any person or entity comprising such person (or any parent, affiliate or subsidiary thereof) is a partner, and unconditionally releases and forever discharges Agent and each Lender and their (iv) the respective directorspartners, members, officers, employeesdirectors, subsidiariesshareholders, branchesheirs, affiliateslegal representatives, attorneys, agents, representativeslegatees, successors and assigns of all of the foregoing persons and all personsentities, firmshereby release and forever discharge Lender, corporations its past, present and organizations acting on any of future shareholders, successors, assigns, officers, directors, agents, attorneys and employees together with their behalves (collectivelyrespective heirs, the “Released Parties”)legal representatives, legatees, successors and assigns of and from any and all actions, claims, allegationsdemands, damages, debts, losses, liabilities, indebtedness, causes of action, costs action either at law or demands in equity and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated direct or unliquidatedindirect, fixed or contingentexisting as of the date of this Agreement, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act matter, cause or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or thing whatsoever arising out of or founded upon this Amendment up relating to and including the date on transactions which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each subject of this Agreement. (a) It is acknowledged that Borrower, Guarantor, Replacement Borrower and Replacement Guarantor represents have read the General Release provisions of this Paragraph 16 and warrants consulted legal counsel before executing same; that it has no knowledge Borrower, Guarantor, Replacement Borrower and Replacement Guarantor have relied upon their own judgment and that of their legal counsel in executing the General Release provisions of this Paragraph 16 and have not relied on or been induced by any claim representation, statement or act by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties other party referenced to herein which is not released hereby. Each referred to in this instrument; that Borrower, Guarantor, Replacement Borrower and Replacement Guarantor represents enter into the General Release provisions of this Paragraph 16 voluntarily, with full knowledge of its significance; and warrants that the foregoing constitutes General Release provisions of this Paragraph 16 are in all respects complete and final. (b) If any term or provision of the General Release contained herein or the application thereof to any person, entity or circumstance shall, to any extent, be held invalid and/or unenforceable by a full court of competent jurisdiction, the remainder of the General Release contained herein, or the application of such term or provisions to persons, entities or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and complete release each term and provision of all Claimsthe General Release contained herein shall be valid and be enforced to the fullest extent permitted by law.

General Release. Each Borrower As an inducement to and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s Merger Sub and Lenders’ Parent entering into this Amendment and agreeing to the substantial concessions as set forth hereinMerger Agreement, each Borrower and Guarantor the Stockholder hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective of the Company, its directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representativesrepresentatives and employees (each, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “a "Released Parties”), of and Person") from any and all claims, allegationssuits, demands, causes of action, costs or demands and liabilitiescontracts, covenants, obligations, debts, costs, expenses, attorneys' fees, liabilities of whatever kind or naturenature in law or equity, from the beginning of the world to the date on which this Amendment is executed, by statute or otherwise whether now known or unknown, liquidated or unliquidated, fixed vested or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated which have existed or unanticipatedmay have existed, or which do exist or may exist in the future ("Claims"), of any kind, except the Claims released hereunder shall not include (x) Claims to the extent arising out of actions taken or omissions made fraudulently or in bad faith by such Borrower Released Person which may arise or Guarantor hashave arisen for any reason whatsoever, hadincluding but not limited to any Claim arising in connection with any transaction contemplated under the Merger Agreement and any related documents thereto and (y) any Claim the undersigned is permitted to make for indemnification pursuant to Section 7.7 of the Merger Agreement. By consenting to this Agreement, claims the Stockholder hereby acknowledges that it intends that this Agreement shall be an effective bar to have had each and every one of the Claims herein mentioned or hereafter claims implied above. The Stockholder expressly consents that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims herein mentioned or implied above. Further, the Stockholder agrees that in the event that it should bring a Claim in which it seeks damages against the Company (or, its stockholders and/or directors as the case may be), or in the event that it seeks to recover against the Company (or its stockholders and/or directors as the case may be), in any Claim brought by a governmental agency on your behalf, this Agreement shall serve as a complete defense to such Claims. The Company agrees that this section shall apply, mutatis mutandis, to all Claims that the Company may have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all ClaimsStockholder.

General Release. Each Borrower and Guarantor may have certain Claims Obligor (as hereinafter definedcollectively, the “Releasing Parties”) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agentreleases, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases acquits and forever discharges Agent and each Lender Lender, and each of their respective past and present directors, officers, employees, subsidiariesagents, branchesattorneys, affiliates, attorneyspredecessors, agentssuccessors, representatives, successors administrators and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), ) of and from any and all claims, allegationsactions, causes of action, costs demands, rights, damages, costs, loss of service, expenses and compensation (each individually, a “Claim” and collectively, “Claims”) of any kind whatsoever heretofore or demands and liabilitieshereafter arising from any events or occurrences, of whatever kind or natureanything done, from the beginning omitted to be done, or allowed to be done by any of the world to Released Parties, in each case, on or before the date on which this Amendment is executedhereof, whether known WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, as of the date hereof, that the Releasing Parties (or unknown, liquidated any of them) has or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to may have against the Released Parties by reason of any act or omission on the part of the Released Parties, (or any of them) in connection with the Loan Documents or the transactions contemplated thereby (the “Released Matters”); provided, occurring prior however, that Released Matters shall not include, and nothing contained herein shall release any Released Party from, any Claims arising with respect to the date on which obligations under this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the ObligationsAgreement, the Loan Agreement Documents or any other contracts, documents, instruments or agreements from and after the Fourth Amendment Effective Date. Releasing Parties each further agree never to commence, aid or participate in (except to the extent required by order or legal process issued by a court or governmental agency of competent jurisdiction) any legal action or other proceeding with respect to the other Financing Agreements (collectivelyReleased Matters. Releasing Parties each agree that this waiver and release is an essential and material of this Amendment, all and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the foregoing are the “Claims”)Released Matters. Each Borrower and Guarantor Releasing Party represents and warrants that it has no knowledge of not purported to convey, transfer or assign any claim by it against the right, title or interest in any Released Parties Matter to any other person or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower entity and Guarantor represents and warrants that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to all Claimsunknown or unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Matters.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, the Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this SectionSection 14. In consideration of Agent’s 's and Lenders’ ' entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “"Released Parties”"), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “"Claims”"). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinprovisions hereof, each Borrower and Guarantor each guarantor hereunder hereby fully agree as follows (“General Release”): (a) Borrower and unconditionally releases each guarantor hereunder, for itself and on behalf of its respective successors and assigns, do hereby release, acquit and forever discharges Agent discharge Bank, all of Bank’s predecessors in interest, and each Lender all of Bank’s past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingenteach as though fully set forth herein at length (each, asserted or unasserteda “Released Claim” and collectively, foreseen or unforeseenthe “Released Claims”), matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such that Borrower or Guarantor hasany guarantor hereunder now has or may acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower and each guarantor hereunder have executed and delivered this Amendment to Bank (hereafter, hadthe “Release Date”), claims including without limitation, those Released Claims in any way arising out of, connected with or related to have had any and all prior credit accommodations, if any, provided by Bank, or hereafter claims any of Bank’s predecessors in interest, to have against the Released Parties by reason Borrower or any guarantor hereunder, and any agreements, notes or documents of any act kind related thereto or omission the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower and each guarantor hereunder hereby acknowledge, represent and warrant to Bank that they agree to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of Bank, and Borrower and each such guarantor hereby waive and release all rights and benefits which they might otherwise have under any state or local laws or statutes with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims. (c) Each person signing below on behalf of Borrower or any guarantor hereunder acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that Borrower or any such guarantor may have as of the Release Date. Borrower and each guarantor hereunder hereby acknowledge that each of them has had an opportunity to obtain a lawyer’s advice concerning the legal consequences of each of the provisions of this General Release. (d) Borrower and each guarantor hereunder hereby specifically acknowledge and agree that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of Bank; (ii) the provisions of this General Release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of them, occurring prior this General Release shall subject Borrower and each guarantor hereunder to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsaction.

General Release. Each Borrower As further inducement to Agent and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating Lenders to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering enter into this Amendment and agreeing to the substantial concessions as set forth hereinAgreement, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges release Agent and each Lender Lenders as follows: (a) Borrower and Guarantor and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representativesheirs, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released "Releasing Parties”)") do hereby release, acquit and forever discharge Agent and Lenders of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, costs or demands debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses of every type, of whatever kind or kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription, or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipatedeach as though fully set forth herein at length, which such Borrower or Guarantor hasin any way, hadhave, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executedEffective Date, including on account of arisen out of, are connected with or in any way affecting, concerning or arising out of or founded upon this Amendment up related to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Documents, this Agreement or any of the earlier and/or other Financing Agreements agreement or document referred to therein (collectively, all the "Released Claims"). (b) The agreement of the foregoing are Releasing Parties, as set forth in the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against preceding subparagraph (a) shall inure to the Released Parties or of any facts or acts or omissions benefit of the Released successors, assigns, insurers, administrators, agents, employees, and representatives of Agent and Lenders. (c) The Releasing Parties which on have read the date hereof would be foregoing release, fully understand the basis legal consequences thereof and have obtained the advice of a claim by such Borrower or Guarantor against counsel with respect thereto. The Releasing Parties further warrant and represent that they are authorized to make the Released Parties which is not released hereby. foregoing release. (d) Each Borrower and Guarantor represents and warrants Releasing Party acknowledges that the foregoing constitutes a full and complete release shall extend to Released Claims which the Releasing Party does not know or suspect to exist in Releasing Party's favor at the time of all executing this Agreement, regardless of whether such Released Claims., if known by such Releasing Party, would have materially affected such Releasing Party's decision to enter into this Agreement. Each Releasing Party acknowledges that they are familiar with Section 1542 of the Civil Code of the State of California which provides as follows:

General Release. Each Borrower In consideration of the Administrative Agents' and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the Collateral Agents' execution of this Amendment Agreement, Convertible Note Agent, on behalf of itself and thus each Borrower Convertible Note Holder, unconditionally and Guarantor makes the release contained in this Section. In consideration of Agent’s irrevocably acquits and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally forever releases and forever discharges the Administrative Agent, the Collateral Agent and each Lender and their respective directorsall affiliates, partners, subsidiaries, officers, employees, subsidiaries, branches, affiliatesagents, attorneys, agentsprincipals, directors, trustees and advisors and shareholders of such Persons, and their respective heirs, legal representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and "Lender Releasees") from any and all claims, allegationsdemands, causes of action, costs or demands obligations, remedies, suits, damages and liabilities, liabilities of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedany nature whatsoever, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmaturednow known, suspected or unsuspectedclaimed, anticipated whether arising under common law, in equity or unanticipatedunder statute, which such Borrower or Guarantor has, had, claims to have Credit Party ever had or hereafter claims to have now has against the Released Parties by reason of any act or omission on the part of the Released Parties, or Lender Releasees and which may have arisen at any of them, occurring time prior to the date on hereof and which this Amendment is executed, including on account of or were in any way affecting, concerning or arising out of or founded upon manner related to this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Intercreditor Agreement or any other Security Document or related documents, instruments or agreements or the enforcement or attempted or threatened enforcement by any of the other Financing Agreements Lender Releasees of any of their respective rights, remedies or recourse related thereto (collectively, all the "Lender Released Claims"). Convertible Note Agent covenants and agrees that it will not, and will cause the other Convertible Note Holders not to, commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against any of the Lender Releasees any action or other proceeding based upon any of the Lender Released Claims. Notwithstanding the foregoing, in no event shall the foregoing are be interpreted, construed or otherwise deemed as an admission or suggestion by the “Claims”). Each Borrower Administrative Agent, Collateral Agent and Guarantor represents and warrants that it has no knowledge Lenders of any claim by it against the Released Parties wrong doing or of liability owed to Convertible Note Agent, Convertible Note Holders or any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsother Person.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of AgentBank’s and Lenders’ entering willingness to enter into this Amendment and agreeing to waive the substantial concessions as set forth herein, each Specified Event of Default Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent Bank and each Lender and their Bank’s respective directorspredecessors, successors, assigns, officers, managers, directors, employees, subsidiaries, branches, affiliatesagents, attorneys, agents, representatives, successors and assigns and affiliates (hereinafter all persons, firms, corporations and organizations acting on any of their behalves (collectively, the above collectively referred to as the “Released PartiesBank Group”), of and from any and all claims, allegationscounterclaims, demands, damages, debts, suits, liabilities, actions and causes of actionaction of any nature whatsoever, costs including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedin equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, fixed whether absolute or contingent, asserted or unasserted, foreseen or unforeseen, matured and whether or unmatured, suspected or unsuspected, anticipated or unanticipatednot heretofore asserted, which such Borrower may have or Guarantor has, had, claims to have had or hereafter claims claim to have against the Released Parties by reason of any act or omission on the part of the Released Parties, Bank Group in any way related to or any of them, connected with the Loan Documents and the transactions contemplated thereby occurring on or prior to the date on which this Amendment hereof. Borrower further acknowledges that it is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence familiar with Section 1542 of the dealings among California Civil Code, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Borrower waives and releases any rights or benefits that it may have under Section 1542, or other similar provision, to the parties up to full extent that it may lawfully waive such rights and including benefits, and Borrower acknowledges that it understands the date on which this Amendment is executed, including the administration or enforcement significance and consequences of the Loans, the Obligations, the Loan Agreement or any waiver of the other Financing Agreements (collectively, all provisions of the foregoing are the “Claims”). Each Borrower Section 1542 and Guarantor represents and warrants that it has no knowledge been advised by its attorney as to the significance and consequences of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such this waiver. Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower understands, acknowledges and Guarantor represents and warrants agrees that the foregoing constitutes release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release of all Claimsset forth above.

General Release. Each In consideration for Lender entering into this Amendment, Borrower and Guarantor may have certain Claims (as hereinafter definedindividually and collectively, the “Obligor”) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally irrevocably releases and forever discharges Agent Lender, and each Lender and their respective its successors, assigns, agents, shareholders, directors, officers, employees, subsidiariesagents, branchesattorneys, parent corporations, subsidiary corporations, affiliated corporations, affiliates, attorneysparticipants, agentsand each of them (collectively, representativesthe “Releasers”), successors and assigns from any and all personsclaims, firmsdebts, corporations liabilities, demands, obligations, costs, expenses, actions and organizations acting on causes of action, of every nature and description, known and unknown, which Obligor now has or at any time may hold, by reason of their behalves any matter, cause or thing occurred, done, omitted or suffered to be done prior to the date of this Amendment (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower Obligor hereby irrevocably waives the benefits of any and Guarantor all statutes and rules of law to the extent the same provide in substance that a general release does not extend to claims which the creditor does not know or suspect to exist in its favor at the time of executing the release, and, without limiting the foregoing, and without limiting the stipulation to governing law in Section 10, Obligor irrevocably waives any benefits it may have under California Civil Code Section 1542 which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Obligor represents and warrants that it has no knowledge not assigned to any other Person any Released Claim, and agrees to indemnify Lender against any and all actions, demands, obligations, causes of any claim by it against the Released Parties action, decrees, awards, claims, liabilities, losses and costs, including but not limited to reasonable attorneys’ fees of counsel of Lender’s choice and costs, which Lender may sustain or incur as a result of any facts a breach or acts or omissions purported breach of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower foregoing representation and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimswarranty.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against In return for the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained consideration provided for in this Section. In consideration Agreement, the adequacy of Agent’s which is hereby acknowledged, on the Effective Date, (i) Releasing Plaintiffs, both individually and Lenders’ entering into this Amendment as a class representative or member of a class, shall release and agreeing to the substantial concessions as set forth hereindischarge ACT, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective its officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneyssubsidiaries, agentspredecessors, representativessuccessors-in-interest, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and insurers from any and all claims, allegationscauses of action, demands, losses, or damages arising out of or related to the facts, events or circumstances alleged, or which could have been alleged, in the Third Amended Complaint (the “Released Claims”), and (ii) ACT shall, and shall cause its subsidiaries and affiliates, to release and discharge Releasing Plaintiffs, both individually and as a class representative or member, from any and all claims, causes of action, costs or demands and liabilitiesdemands, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Partieslosses, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or damages arising out of or founded upon related to the facts, events or circumstances alleged, or which could have been alleged, in any counterclaim to the Third Amended Complaint. For clarity, this Amendment up release does not discharge any claim or cause of action based on actual or alleged intellectual property theft or on actual or alleged cheating or other issue related to test security. As to the Released Claims only, each Releasing Plaintiff expressly, knowingly, and including voluntarily waives the date on provisions of Section 1542 of the California Civil Code, which this Amendment is executedprovides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, including WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Releasing Plaintiffs expressly waive and relinquish any and all such loss or damage of any kind heretofore sustained rights and benefits that they may have under, or that may arise as a consequence be conferred upon them by, the provisions of Section 1542 of the dealings among the parties up to and including the date on which this Amendment is executedCalifornia Civil Code, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge law of any claim by it against state or territory that is similar, comparable, or equivalent to Section 1542, to the fullest extent that they may lawfully waive such rights or benefits pertaining to the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment provisions hereof, Borrower hereby agrees as follows ("General Release"): (a) Borrower, for itself and agreeing to the substantial concessions as set forth hereinon behalf of its successors and assigns, each Borrower and Guarantor does hereby fully and unconditionally releases release, acquit and forever discharges Agent discharge Bank, all of Bank's predecessors in interest, and each Lender all of Bank's past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length (each, a "Released Claim" and collectively, the "Released Claims"), that Borrower has as of the Effective Date of this Amendment (hereafter, the "Release Date"), including without limitation, those Released Claims in any way arising out of, connected with or contingentrelated to any and all prior credit accommodations, asserted if any, provided by Bank, or unassertedany of Bank's predecessors in interest, foreseen to Borrower, and any agreements, notes or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason documents of any act kind related thereto or omission the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower hereby acknowledges, represents and warrants to Bank as follows: (i) Borrower understands the meaning and effect of Section 1542 of the California Civil Code which provides: "Section 1542. GENERAL RELEASE; EXTENT. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." (ii) With regard to Section 1542 of the California Civil Code, Borrower agrees to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of Bank, and Borrower hereby waives and releases all rights and benefits which it might otherwise have under Section 1542 of the California Civil Code with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims. (c) Each person signing below on behalf of Borrower acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences and each such person realizes that they are releasing any and all Released Claims that Borrower may have as of the Release Date. Borrower hereby acknowledges that it has had an opportunity to obtain a lawyer's advice concerning the legal consequences of each of the provisions of this General Release. (d) Borrower hereby specifically acknowledges and agrees that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of Bank; (ii) the provisions of this General Release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of them, occurring prior this General Release shall subject Borrower to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsaction.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ Lender entering into this Amendment Agreement and agreeing consenting to the substantial concessions as set forth herein, each Sale of the Property to the Replacement Borrower and providing for the Loan Parties' Request, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Guarantor, Replacement Borrower and Replacement Guarantor hereby fully for: (i) themselves, (ii) any parent, affiliate or subsidiary thereof, (iii) any partnership or joint venture of which any person or entity comprising such person (or any parent, affiliate or subsidiary thereof) is a partner, and unconditionally releases and forever discharges Agent and each Lender and their (iv) the respective directorspartners, members, officers, employeesdirectors, subsidiariesshareholders, branchesheirs, affiliateslegal representatives, attorneys, agents, representativeslegatees, successors and assigns of all of the foregoing persons and all personsentities, firmshereby release and forever discharge Lender, corporations its past, present and organizations acting on any of future shareholders, successors, assigns, officers, directors, agents, attorneys and employees together with their behalves (collectivelyrespective heirs, the “Released Parties”)legal representatives, legatees, successors and assigns of and from any and all actions, claims, allegationsdemands, damages, debts, losses, liabilities, indebtedness, causes of action, costs action either at law or demands in equity and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated direct or unliquidatedindirect, fixed or contingentexisting as of the date of this Agreement, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act matter, cause or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or thing whatsoever arising out of or founded upon this Amendment up relating to and including the date on transactions which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each subject of this Agreement. (a) It is acknowledged that Borrower, Guarantor, Replacement Borrower and Replacement Guarantor represents have read the General Release provisions of this Paragraph 16 and warrants consulted legal counsel before executing same; that it has no knowledge Borrower, Guarantor, Replacement Borrower and Replacement Guarantor have relied upon their own judgment and that of their legal counsel in executing the General Release provisions of this Paragraph 16 and have not relied on or been induced by any claim representation, statement or act by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties other party referenced to herein which is not released hereby. Each referred to in this instrument; that Borrower, Guarantor, Replacement Borrower and Replacement Guarantor represents enter into the General Release provisions of this Paragraph 16 voluntarily, with full knowledge of its significance; and warrants that the foregoing constitutes General Release provisions of this Paragraph 16 are in all respects complete and final. (b) If any term or provision of the General Release contained herein or the application thereof to any person, entity or circumstance shall, to any extent, be held invalid and/or unenforceable by a full court of competent jurisdiction, the remainder of the General Release contained herein, or the application of such term or provisions to persons, entities or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and complete release each term and provision of all Claimsthe General Release contained herein shall be valid and be enforced to the fullest extent permitted by law.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s this Agreement and Lenders’ entering into this Amendment full payment of the Purchase Price, except for (i) MRG's continuing obligation to indemnify Greenberg or Goldberg as req▇▇▇▇▇ ▇▇ appl▇▇▇▇▇▇ ▇aw; and agreeing (ii) Targets' obligations to repay to Sellers the substantial concessions as set forth hereinamounts owing under the Seller Loans, if at all (subject to and in accordance with Section 7.9), each Borrower and Guarantor Seller hereby fully and unconditionally releases releases, acquits, and forever discharges Agent the Targets, all Affiliates, and each Lender any officer, manager, director, fiduciary, agent, employee, representative or attorney of any Target or any Affiliate, and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, any successors and assigns and all persons, firms, corporations and organizations acting on of any of their behalves the foregoing (collectively, collectively the “"Released Parties”"), of from and from against any and all claims, allegationsliabilities, obligations, promises, agreements, controversies, damages, suits, rights, demands, costs, losses, debts, expenses, or causes of actionaction of any kind whatsoever, costs based upon any theory of federal, state or local statutory, regulatory or common law, and any and all claims and demands and liabilities, of whatever kind or naturecharacter, from the beginning of the world to the date on which this Amendment is executedwhether vicarious, derivative, or direct, whether fixed, contingent or liquidated, or whether known or unknown, liquidated that may be or unliquidatedcould have been asserted, fixed with respect to such Seller's investment in any Target. Each Seller (a) makes this waiver and release with full knowledge that it may be releasing presently unknown or contingentunsuspected claims, asserted or unasserted(b) has had the opportunity to be advised by its independent legal counsel with respect to, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipatedand is familiar with Section 1542 of the California Civil Code, which such Borrower or Guarantor hasprovides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, hadWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR", claims to and (c) expressly waives any and all rights which it may have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part under Section 1542 of the Released PartiesCalifornia Civil Code, or any other state or federal statute, regulation or common law principle of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimssimilar effect.

General Release. (a) Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against of the Released Parties (as hereinafter defined) regarding Restricted Parties, on behalf of himself or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent itself and each Lender and of their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representativesAffiliates (including any trust in which he is a trustee or beneficiary), successors and assigns assigns, hereby remise, release, acquit, satisfy and all persons, firms, corporations and organizations acting on any of their behalves (collectively, forever discharge the “Released Parties”), of and Company from any and all claimsmanner of action and actions, allegations, causes and causes of action, costs suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or demands and liabilitiesin equity (“Claims”), which such Restricted Party or his Affiliates ever had, now has, or which any successor, or assign of whatever kind such party or naturehis Affiliates hereafter can, shall or may have, against the Company, for, upon or by reason of any matter, cause or thing whatsoever, known or unknown, directly or indirectly, from the beginning of the world to the date on which of this Amendment Agreement. (b) It is executedthe specific intent of each Restricted Party to specifically forever settle all Claims that such Restricted Party or its Affiliates may have against the Company, whether they be known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmaturedunmatured or otherwise, suspected including all further costs and attorneys’ fees derived therefrom. (c) Each Restricted Party also represents, warrants and agrees that it has not transferred or unsuspectedassigned any of the released Claims and is the sole owner of such rights being released hereby, anticipated and that by signing this Agreement, such Restricted Party additionally covenants not to, and to cause its Affiliates not to, ▇▇▇ or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason file any complaint of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account kind whatsoever arising out of or in any way affecting, concerning relating to any Claim released hereby. (d) Each Restricted Party hereby agrees that this Section 2 extends to all Claims which such Restricted Party or arising out its Affiliates know or suspect to exist in its favor as of or founded upon this Amendment up to and including the date on which of this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of believes may come into existence in the other Financing Agreements (collectively, all of the foregoing are the “Claims”)future. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would Restricted Party intends this Section 2 to be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release in satisfaction of all Claims, whether or not known or suspected by such Restricted Party or its Affiliates to exist in its favor at the time of execution of this Agreement. (e) The provisions of this Agreement may be pleaded as a full and complete defense to, and may be used as the basis for any injunction against, any action, suit or other proceeding that may be instituted, prosecuted or attempted in breach of this Agreement. (f) For purposes of clarification, the parties acknowledge and agree that the Restricted Parties are not releasing any Claims that they may have against the Purchaser or its affiliates under the Purchase Agreement.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defineda) against the Released The Seller Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agentdo hereby release, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases waive and forever discharges Agent discharge Scripps, their Subsidiaries and their Affiliates (including the Company, its Subsidiaries and its Affiliates) and each Lender of their successors, and their respective all of the directors, officers, employeesemployees and agents of Scripps, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors their Subsidiaries and assigns their Affiliates (including the Company and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”its Subsidiaries), and agree to hold them, and each of and them, harmless from any and all claims, allegations, claims or causes of actionaction (“Claims”) that the Seller Parties may now have or know about, costs or demands and liabilitieshereafter may learn about, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account extent arising out of or in any way affectingconnected to the valuation of Seller’s Membership Interest or the Purchase Price, concerning to Seller’s Membership Interest or Seller’s status as a Member or Seller’s rights and obligations under the Operating Agreement or the Guaranty, or otherwise arising out of or founded upon this Amendment up in any way related, in whole or in part, to and including the date on which this Amendment is executedCompany’s business, including all operations, cash distributions or governance (such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the LoansClaims, the Obligations“Seller Parties’ Claims”). The Seller Parties agree that the Seller Parties will not file any claim, charge, or lawsuit for the purpose of obtaining any monetary awards in connection with any such Seller Parties’ Claims. The Seller Parties acknowledge that the foregoing release includes, but is not limited to, any claim arising under any federal, state, or local law, whether statutory or judicial, or ordinance, or any administrative regulation. Notwithstanding the foregoing, nothing in this Section 4.7 shall release, waive or discharge Scripps from (A) any Claims either Seller Party has or may have arising from or relating to this Agreement, the Loan Tax Matters Agreement, the Assignment, Assumption, Guaranty Termination and Acknowledgment Agreement or the Distribution Agreements, or (B) any indemnification obligations owed by the Company to Seller’s Member Representatives as set forth in the Operating Agreement, or (C) any Claims any Seller Party or any of their Affiliates has or may have, other than the other Financing Agreements Seller Parties’ Claims. (collectivelyb) Each of Scripps and the Company and their respective Affiliates does hereby release, waive and forever discharge the Seller Parties and their Affiliates and each of their respective successors, and all of the foregoing are directors, officers, employees and agents of the Seller Parties and their Affiliates, and agrees to hold them, and each of them, harmless from any and all Claims that Scripps and the Company may now have or know about, or hereafter may learn about, to the extent arising out of or in any way connected to Seller’s Membership Interest or Seller’s status as a Member or Seller’s, the Purchaser’s and the Company’s rights and obligations under the Operating Agreement or the Guaranty, or otherwise arising out of or in any way related, in whole or in part, to the Company’s business, operations, cash distributions or governance (such Claims, the “Purchaser Claims”). Each Borrower of Scripps and Guarantor represents and warrants the Company agrees that it has no knowledge will not file any claim, charge, or lawsuit for the purpose of obtaining any claim by it against the Released Parties or of monetary awards in connection with any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released herebyPurchaser Claims. Each Borrower of Scripps and Guarantor represents and warrants the Company acknowledges that the foregoing constitutes a full and complete release includes, but is not limited to, any claim arising under any federal, state, or local law, whether statutory or judicial, or ordinance, or any administrative regulation. Notwithstanding the foregoing, nothing in this Section 4.7 shall release, waive or discharge the Seller Parties from any Claim the Company, Purchaser or SNI has or may have arising from or relating to this Agreement, the Tax Matters Agreement or the Distribution Agreements, or any Claims that the Company, Scripps or any of all their Affiliates has or may have, other than the Purchaser Claims.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against CLAIMS EXTINGUISHED. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Upon the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. AgentEffective Date, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent Plaintiff and each Lender member of the Direct Purchaser Class also hereby expressly waives and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from releases any and all claimsprovisions, allegationsrights, causes and benefits conferred by any law of action, costs any state or demands and liabilities, of whatever kind or nature, from the beginning territory of the world United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code. Plaintiff and each member of the Direct Purchaser Class may hereafter discover facts other than or different from those that it knows or believes to be true with respect to the date on which claims that are the subject of this Amendment is executedParagraph, whether but Plaintiff and each member of the Direct Purchaser Class hereby agrees that as of the Effective Date, it expressly waives and fully, finally, and forever settles and releases as to the Shire Releasees only any known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated accrued or unanticipatedunaccrued, which contingent or non-contingent claim that would otherwise fall within the definition of Released Claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such Borrower different or Guarantor hasadditional facts. For the avoidance of doubt, hadPlaintiff and each member of the Direct Purchaser Class also hereby agrees that as of the Effective Date, it expressly waives and fully, finally, and forever settles and releases any and all claims to have had or hereafter claims to that would otherwise fall within the definition of Released Claims it may have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectivelyShire Releasees under § 17200, all et seq., of the foregoing are California Business and Professions Code or any similar, comparable, or equivalent provision of the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge law of any claim by it against the Released Parties other state or of any facts or acts or omissions territory of the United States or other jurisdiction, which claims are hereby expressly incorporated into the definition of Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each As further inducement to Agent and Lenders to enter into this Agreement, Borrower and Guarantor may have certain Claims Guarantors hereby release Agent and Lenders as follows: (as hereinafter defineda) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers Borrower and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representativesheirs, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Releasing Parties”)) do hereby release, acquit and forever discharge Agent and Lenders of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, costs or demands debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses of every type, of whatever kind or kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription, or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length, which in any way, have, prior to the Effective Date, arisen out of, are connected with or contingentrelated to the Loan Documents, asserted this Agreement or unassertedany earlier and/or other agreement or document referred to therein (collectively, foreseen the “Released Claims”). (b) The agreement of the Releasing Parties, as set forth in the preceding subparagraph (a) shall inure to the benefit of the successors, assigns, insurers, administrators, agents, employees, and representatives of Agent and Lenders. (c) The Releasing Parties have read the foregoing release, fully understand the legal consequences thereof and have obtained the advice of counsel with respect thereto. The Releasing Parties further warrant and represent that they are authorized to make the foregoing release. (d) Each Releasing Party acknowledges that the foregoing release shall extend to Released Claims which the Releasing Party does not know or unforeseensuspect to exist in Releasing Party’s favor at the time of executing this Agreement, matured regardless of whether such Released Claims, if known by such Releasing Party, would have materially affected such Releasing Party’s decision to enter into this Agreement. Each Releasing Party acknowledges that they are familiar with Section 1542 of the Civil Code of the State of California which provides as follows: A general release does not extend to claims which the creditor does not know or unmaturedsuspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. (e) Each Releasing Party waives and relinquishes any right or benefit which it has or may have under Section 1542 of the Civil Code of the State of California and any similar provision of the statutory or non-statutory law of any other jurisdiction, to the full extent that it may lawfully waive all such rights and benefits. In connection with such waiver and relinquishment, each Releasing Party acknowledges that it is aware that it or its attorneys or agents may hereafter discover facts in addition to or different from those which it now knows or believes to exist with respect to the subject matter of this Section 4 or the other parties hereto, but that each Releasing Party intends hereby fully, finally, and forever to settle, waive and release all of the Released Claims, known or unknown, suspected or unsuspected, anticipated which now exist or unanticipatedmay exist hereafter between Releasing Parties and Agent and Lenders in connection with the Loan, which such Borrower except as otherwise expressly provided in this Section 4. This foregoing release shall be and remain in effect notwithstanding the discovery or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason existence of any act such additional or omission different facts. (f) Each Releasing Party warrants and represents that it is the sole and lawful owner of all right, title and interest in and to all of the respective Released Claims released hereby and that it has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any person or entity any such claim or any portion thereof. This release is not to be construed and does not constitute an admission of liability on the part of the Agent or Lenders. This release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether such claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable. The Releasing Parties specifically agree that any attempt to assert a claim barred hereby shall subject each of them, occurring prior them to the date provisions of applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action. Borrower’s Initials Guarantor’s Initials (By ▇▇▇▇ ▇▇▇▇▇▇, authorized to initial on which this Amendment is executed, including on account behalf of or in any way affecting, concerning or arising out each and every Guarantor) [Remainder of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.page left intentionally blank]

General Release. Each Borrower For valuable consideration, the receipt and Guarantor may have certain Claims (as hereinafter defined) against adequacy of which are hereby acknowledged, the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the undersigned does hereby release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent discharge the “Releasees” hereunder, consisting of System1, Inc., a Delaware corporation (the “Company”) and each Lender and their respective of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns lawyers, insurers, and all personspersons acting by, firmsthrough, corporations and organizations acting on under or in concert with them, or any of their behalves (collectively, the “Released Parties”)them, of and from any and all claimsmanner of action or actions, allegations, cause or causes of action, costs in law or demands and liabilitiesin equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of whatever kind or natureany nature whatsoever, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipatedcontingent (hereinafter called “Claims”), which such Borrower the undersigned now has or Guarantor has, had, claims to have had or may hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released PartiesReleasees, or any of them, occurring prior by reason of any matter, cause, or thing whatsoever from the beginning of time to the date on which this Amendment is executedhereof (the “General Release”). The Claims released herein include, including on account without limiting the generality of or the foregoing, any Claims in any way affecting, concerning or arising out of, based upon, or related to that certain Transition & Advisory Services Agreement dated October 31, 2022 or termination thereof, and Advisor’s provision of or founded upon this Amendment up to and including the date on which this Amendment is executedservices thereunder. THE UNDERSIGNED ACKNOWLEDGES THAT SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executedWHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, including the administration or enforcement of the LoansWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, the ObligationsBEING AWARE OF SAID CODE SECTION, the Loan Agreement or any of the other Financing Agreements (collectivelyHEREBY EXPRESSLY WAIVES ANY RIGHTS SHE MAY HAVE THEREUNDER, all of the foregoing are the “Claims”)AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. Each Borrower and Guarantor The undersigned represents and warrants that it there has been no knowledge assignment or other transfer of any claim interest in any Claim which he may have against Releasees, or any of them, and the undersigned agrees to indemnify and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by it Releasees, or any of them, as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against the Released Parties undersigned under this indemnity. Nothing in this Release or any other agreement by and between the Company and Advisor shall prohibit or restrict Advisor from (i) voluntarily communicating with an attorney retained by Advisor; (ii) voluntarily communicating with any law enforcement, government agency, including the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission, or a state or local commission on human rights, or any self-regulatory organization regarding possible violations of law, in each case without advance notice to the Company, or otherwise initiating, testifying, assisting, complying with a subpoena from, or participating in any manner with an investigation conducted by such government agency; (iii) recovering a SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934; (iv) disclosing any confidential information to a court or other administrative or legislative body in response to a valid and enforceable subpoena, provided that Advisor first promptly notifies and provides the Company with the opportunity to seek, and join in its efforts at the sole expense of the Company, to challenge the subpoena or obtain a protective order limiting its disclosure, or other appropriate remedy; (v) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Advisor has reason to believe is unlawful; or (vi) filing or disclosing any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which Advisor may be entitled. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against Releasees, or any of them, any of the Claims released hereunder, then the undersigned agrees to pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all attorneys’ fees incurred by Releasees in defending or otherwise responding to said suit or Claim, solely to the extent permitted by law. The undersigned further understands and agrees that neither the value provided nor the execution of this Release shall constitute or be construed as an admission of any facts liability whatsoever by the Releasees, or acts or omissions any of them, who have consistently taken the Released Parties which on position that they have no liability whatsoever to the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsundersigned.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinprovisions hereof, each Borrower and Guarantor each guarantor hereunder hereby fully agree as follows ("General Release"): (a) Borrower and unconditionally releases each guarantor hereunder, for itself and on behalf of its respective successors and assigns, do hereby release, acquit and forever discharges Agent discharge Bank, all of Bank's predecessors in interest, and each Lender all of Bank's past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingenteach as though fully set forth herein at length (each, asserted or unasserteda "Released Claim" and collectively, foreseen or unforeseenthe "Released Claims"), matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such that Borrower or Guarantor has, had, claims to have had any guarantor hereunder now has or hereafter claims to have against the Released Parties by reason of any act or omission on the part may acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower and each guarantor hereunder have executed and delivered this Amendment to Bank (hereafter, the "Release Date"), including without limitation, those Released PartiesClaims in any way arising out of, connected with or related to any and all prior credit accommodations, if any, provided by Bank, or any of themBank's predecessors in interest, occurring prior to the date on which this Amendment is executedBorrower or any guarantor hereunder, including on account of and any agreements, notes or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage documents of any kind heretofore sustained related thereto or that may arise the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower and each guarantor hereunder hereby acknowledge, represent and warrant to Bank as a consequence follows: (i) Borrower and such guarantor understand the meaning and effect of Section 1542 of the dealings among the parties up to and including the date on California Civil Code which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.provides:

General Release. Effective upon the Closing Date: (a) Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating Seller, on its behalf and, to the Loan Agreement or fullest extent permitted by applicable Law, on behalf of its respective Affiliates, heirs, legal representatives, successors and assigns (each, a "Releasing Party" and, collectively, the other Financing Agreements. Agent"Releasing Parties"), Lendershereby acknowledges complete satisfaction of and hereby absolutely, Borrowers unconditionally, irrevocably and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent each of the Company, its present and each Lender former Affiliates (including Purchaser), predecessors, successors and assigns, and their respective directors, officers, employeesstockholders, subsidiariesmembers, branchespartners, affiliates, attorneys, agents, representatives, successors agents and assigns and all persons, firms, corporations and organizations acting on any of their behalves employees (collectively, the “"Released Parties”), ") of and from any and all claimscommitments, allegationsProceedings, debts, counterclaims, causes of action, costs or demands demands, Losses, and liabilities, compensation of whatever every kind or naturenature whatsoever, from the beginning of the world to the date on which this Amendment is executedpast, present, or future, at law, in equity or otherwise, whether known or unknown, whether contingent or absolute, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, fixed whether foreseeable or contingentunforeseeable, asserted whether anticipated or unassertedunanticipated, foreseen or unforeseen, matured or unmatured, whether suspected or unsuspected, anticipated and whether arising by operating of law or unanticipatedotherwise, including, without limitation, with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule, which such Borrower Releasing Parties, or Guarantor hasany of them, ever have had, claims to have had or hereafter claims to ever in the future may have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, and which are based on acts, events or omissions occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date Closing Date, including, without limitation, any acts, events or omissions arising out of or based on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of Releasing Party's relationship with the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement Company or any of its present or former Affiliates or predecessors, such Releasing Party's rights or status as a stockholder of the other Financing Agreements Company or any of its present or former Affiliates or predecessors (collectively, all the "Released Claims"); provided, however, that nothing in this Section 5.4 shall release, acquit, or discharge, and the term "Released Claims" shall not include, in any respect (i) any rights that a Releasing Party may have under this Agreement or the other documents and agreements executed and delivered pursuant to this Agreement including the Stock Purchase Agreement, dated as of the foregoing are date hereof, between the “Claims”)Company and Purchaser or any other documents or agreements executed and delivered pursuant to such Stock Purchase Agreement, (ii) any rights that a Releasing Party may have or bring arising under the Organizational Documents of the Company, or any other rights of indemnification or constitution of law or in equity, (iii) any rights that a Releasing Party, including for the avoidance of doubt, any current or former member of the board of the Company appointed by such Releasing Party, may have under the Company's statutory indemnification procedures, any director indemnity agreements as in effect at the date hereof and any D&O insurance and indemnification policies as in effect at the date hereof, (iv) any rights Prentice or its Affiliates may have under its Secured Subordinated Promissory Note, dated August 13, 2012 and amended as of November 13, 2012 between the Company and Prentice, which shall be released by a separate release upon payment thereof, or (v) any rights Rho or its Affiliates may have under its Secured Subordinated Convertible Promissory Note, dated August 13, 2012 and amended as of November 13, 2012 between the Company and Rho, which shall be released by a separate release upon payment thereof. Each Borrower and Guarantor represents and warrants Seller, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of the Releasing Parties, hereby waives any rights it may have under any Law which provides that a general release does not extend to claims which the releasing party does not know or suspect to exist in its favor at the time of executing the release, which if known by it may have materially affected its settlement. Each Seller, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of its Releasing Parties, acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of the claims released hereby, but each Seller, on its behalf and on behalf of the Releasing Parties, intends to and, by operation of this Agreement shall have, fully, finally and forever settled and released any and all Released Claims without regard to the subsequent discovery of existence of such different or additional facts. (b) Each Seller represents, warrants, covenants and agrees that it (i) has no knowledge of not (and to its knowledge, its Releasing Parties have not) and will not (and will use its reasonable best efforts to cause its Releasing Parties not to) assign any claim by it Released Claim or possible Released Claim against any Released Party, (ii) fully intends to release all Released Claims against the Released Parties Parties, including, without limitation, unknown and contingent Released Claims (other than those specifically reserved above), and (iii) has consulted with counsel with respect to the matters covered hereby and has been fully apprised of the consequences hereof. (c) Each Seller covenants and agrees not to, and agrees to use its reasonable efforts to cause its respective Affiliates not to, whether in its own capacity, as successor, by reason of assignment or of otherwise, assert, institute or join in, or assist or encourage any facts third party in asserting, any litigation or acts or omissions Proceeding against any of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the with respect to any Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower FOR GOOD AND VALUABLE CONSIDERATION, the receipt and Guarantor may have certain Claims (as hereinafter defined) against adequacy of which are hereby acknowledged, the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent undersigned and each Lender of them (collectively “Releasor”) hereby forever releases, discharges and their respective acquits COREFUND CAPITAL, LLC (“Releasee”), its parent, directors, officersshareholders, agents and employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claimsclaims of every type, allegationskind, causes nature, description or character, and irrespective of actionhow, costs why, or demands and liabilitiesby reason of what facts, whether heretofore existing, now existing or hereafter arising, or which could, might, or may be claimed to exist, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedname, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingenteach as though fully set forth herein at length, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account extent that they arise out of or are in any way affectingconnected to or are related to that certain Purchase Money Financing Agreement dated September 8, concerning 2021. Releasor agrees that the matters released herein are not limited to matters that are known or arising out disclosed. Releasor acknowledges that factual matters now unknown to it may have given or may hereafter give rise to Claims which are presently unknown, unanticipated and unsuspected, and it acknowledges that this Release has been negotiated and agreed upon in light of or founded upon this Amendment up to that realization and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it nevertheless hereby intends to release, discharge and acquit the Releasee from any such unknown Claims. Acceptance of this Release shall not be deemed or construed as an admission of liability by any party released. Releasor acknowledges that either (a) it has no knowledge had advice of any claim by counsel of its own choosing in negotiations for and the preparation of this release, or (b) it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by has knowingly determined that such Borrower or Guarantor against the Released Parties which advice is not released herebyneeded. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release Individual Releasor: [Name of all Claims.individual], individually Entity Releasor: By: Name: Title:

General Release. Each of the Guarantor and the Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully absolutely and unconditionally releases and forever discharges Agent the Lender, and each Lender any and their all of its respective participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors agents and assigns and all persons, firms, corporations and organizations acting on employees of any of their behalves the foregoing (collectively, the each a “Released PartiesParty”), of and from any and all claims, allegations, demands or causes of actionaction of any kind, costs nature or demands and liabilitiesdescription, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which the Guarantor and/or the Borrower has had, now has or has made claim to have against any such person for or by reason of whatever kind any act, omission, matter, cause or nature, thing whatsoever arising from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up time to and including the date on which of this Amendment is executedfor or on account of, including all such loss or damage of in relation to, or in connection with any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement Documents or any of the other Financing Agreements (collectivelytransactions thereunder or related thereto, all whether such claims, demands and causes of action are matured or unmatured or known or unknown. It is the intention of the foregoing are Guarantor and the Borrower in providing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specified, and in furtherance of this intention it waives and relinquishes all rights and benefits under any applicable law which provides that: “Claims”). A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her might have materially affected his settlement with the debtor.” Each Borrower of the Guarantor and Guarantor represents the Borrower, on behalf of itself and warrants its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it has no knowledge will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by it against the Guarantor and/or the Borrower pursuant to the above release. If the Guarantor and/or the Borrower or any of its successors, assigns or other legal representatives violates the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Released Parties or Party may sustain as a result of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim such violation, all reasonable attorneys’ fees and costs incurred by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes Party as a full and complete release result of all Claimssuch violation.

General Release. (a) Each Borrower of Miller, the Miller Trust and Guarantor may have certain Claims CATS (as hereinafter definedeach a "Miller Releasing Party") against the Released Parties (as hereinafter defined) regarding or relating h▇▇▇▇▇ uncond▇▇▇▇▇▇lly and irrevocably relea▇▇▇ ▇▇d forever discharges, to the Loan Agreement or fullest extent permitted by applicable law, the other Financing Agreements. AgentCompany, LendersAWI, Borrowers AES and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent Invatec and each Lender and of their respective directorssubsidiaries, affiliates, officers, directors, employees, subsidiariesagents and counsel other than Miller, branches, affiliates, attorneys, agents, representatives, successors the Miller Trust and assigns and all persons, firms, corporations and organizations acting on any of their behalves CATS (collectively, the “"AWI Released Parties”)Pa▇▇▇▇▇") from ▇▇▇ ▇nd all debts, of and from any and all liabilities, obligations, claims, allegationsdemands, actions or causes of action, costs suits, judgments or demands and liabilitiescontroversies of any kind whatsoever (collectively, "Claims") against the AWI Released Parties, or any of whatever kind them, that arises out of or natureis based on any act or failure to act (INCLUDING ANY ACT OR FAILURE TO ACT THAT CONSTITUTES ORDINARY OR GROSS NEGLIGENCE OR RECKLESS OR WILLFUL, from the beginning of the world WANTON MISCONDUCT), misrepresentation, omission, transaction, fact, event or other matter occurring prior to the date hereof (whether based on which this Amendment is executedany governmental requirement or right of action, whether known at law or unknown, liquidated in equity or unliquidated, fixed or contingent, asserted or unassertedotherwise, foreseen or unforeseen, matured or unmatured, suspected known or unsuspectedunknown, anticipated accrued or unanticipatednot accrued) (collectively, "Miller Pre-settlement Matters"), including without limitation: (i) cl▇▇▇▇ ▇y the Miller Releasing Party with respect to repayment of loans or indebted▇▇▇▇; (ii) any rights, titles and interests in, to or under any agreements, arrangements or understandings to which such Borrower the Miller Releasing Party is a party; and (iii) claims by the Miller Rel▇▇▇▇▇▇ Party with respect to dividends, violation of preemp▇▇▇▇ ▇ights, or Guarantor haspayment of salaries or other compensation or in any way arising out of or in connection with the Miller Releasing Party's employment, hadif any, claims with the Company or any ▇▇ ▇▇▇ subsidiaries, the cessation of that employment, the Miller Releasing Party's status, if any, as an officer, director or s▇▇▇▇▇▇lder of the Company or otherwise. Each Miller Releasing Party further agrees not to have had file or hereafter claims bring any litiga▇▇▇▇ ▇n the basis of or respecting any Claim concerning any Miller Pre-settlement Matter against any AWI Released Party. Notwiths▇▇▇▇▇▇g anything to have the contrary contained in this Section 12(a), this Section 12 (a) shall not affect the rights of any Miller Releasing Party under this Agreement, the Voting Trust Agreeme▇▇, ▇▇e Stock Purchase Agreement or, except as specifically provided herein, the Shareholders' Agreement. (b) Each of AWI and AES (each an "AWI Releasing Party") hereby unconditionally and irrevocably releases and forever discharges, to the fullest extent permitted by applicable law, Miller, the Miller Trust and CATS (collectively, the "Miller Released ▇▇▇▇▇es") f▇▇▇ ▇▇y and all Claims against the Released Parties by reason of any act or omission on the part of the Released Miller ▇▇▇▇▇▇ed Parties, or any of them, that arises out of or is bas▇▇ ▇▇ any act or failure to act (INCLUDING ANY ACT OR FAILURE TO ACT THAT CONSTITUTES ORDINARY OR GROSS NEGLIGENCE OR RECKLESS OR WILLFUL, WANTON MISCONDUCT), misrepresentation, omission, transaction, fact, event or other matter occurring prior to the date hereof (whether based on which this Amendment is executedany governmental requirement or right of action, at law or in equity or otherwise, foreseen or unforeseen, matured or unmatured, known or unknown, accrued or not accrued) (collectively, "AWI Pre-settlement Matters"), including on account without limitation: (i) claims by the AWI Releasing Party with respect to repayment of loans or indebtedness; (ii) any rights, titles and interests in, to or under any agreements, arrangements or understandings to which the AWI Releasing Party is a party; and (iii) claims by the AWI Releasing Party with respect to dividends or violation of preemptive rights or in any way affecting, concerning or arising out of or founded upon in connection with the AWI Releasing Party's status as a stockholder of the Company or otherwise. Each AWI Releasing Party further agrees not to file or bring any litigation on the basis of or respecting any Claim concerning any AWI Pre-settlement Matter against any Miller Released Party. Notwithstanding anything to the contrary conta▇▇▇▇ ▇n this Amendment up to and including Section 12(b), this Section 12(b) shall not affect the date on which this Amendment is executed, including all such loss or damage rights of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which AWI Releasing Party under this Amendment is executed, including the administration or enforcement of the LoansAgreement, the ObligationsVoting Trust Agreement, the Loan Stock Purchase Agreement or, except as specifically provided herein, the Shareholders' Agreement. (c) Each Miller Releasing Party and each AWI Releasing Party : (i) acknowledge▇ ▇▇▇▇ he or any it fully comprehends and understands all the terms of the other Financing Agreements this Agreement and their legal effects and (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor ii) expressly represents and warrants that (A) he or it has no knowledge executed this Agreement voluntarily and without reliance on any statement or representation of any claim by other party hereto or his or its representatives and (B) he or it against had the Released Parties opportunity to consult with an attorney of his or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsits choice regarding this Agreement.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating As further inducement to the Loan Agreement or the other Financing Agreements. Agent, LendersLender to enter into this Modification Agreement, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the Guarantor (by their execution of this Amendment and thus each Borrower and Guarantor makes the Guarantor’s Consent attached hereto) hereby release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions Lender as set forth hereinfollows: 8.1 Borrowers, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representativesheirs, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Releasing Parties”)) do hereby release, acquit and forever discharge Lender of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, costs or demands debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses of every type, of whatever kind or kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription, or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipatedeach as though fully set forth herein at length, which such Borrower in any way arise out of, are connected with or Guarantor hasrelated to the Loan Documents, hadthis Modification Agreement or any earlier and/or other agreement or document referred to therein or any other action, claims claim, cause of action, demand, damage or cost of whatever nature arising on or prior to the Effective Date (collectively, the “Released Claims”). 8.2 The agreement of the Releasing Parties, as set forth in the preceding subparagraph 8.1 shall inure to the benefit of the successors, assigns, insurers, administrators, agents, employees, and representatives of Lender. 8.3 The Releasing Parties have had or hereafter claims read the foregoing release, fully understand the legal consequences thereof and have obtained the advice of counsel with respect thereto. The Releasing Parties further warrant and represent that they are authorized to have against make the Released Parties by reason foregoing release. 8.4 This release is not to be construed and does not constitute an admission of any act or omission liability on the part of the Lender. This release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether such claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable. The Releasing Parties specifically agree that any attempt to assert a claim barred hereby shall subject each of them, occurring prior them to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out action. Loan No. WB13991 8.5 The Releasing Parties acknowledge and agree that they understand the meaning and effect of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence Section 1542 of the dealings among California Civil Code which provides: “A general release does not extend to claims which the parties up creditor does not know or suspect to and including exist in his or her favor at the date on time of executing the release, which this Amendment is executedif known by him or her must have materially affected his or her settlement with the debtor.” THE RELEASING PARTIES AGREE TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, including the administration or enforcement of the LoansUNANTICIPATED OR MISUNDERSTOOD DEFENSES, the ObligationsCLAIMS, the CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AGREEMENT. THE RELEASING PARTIES HEREBY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS WHICH THEY MIGHT OTHERWISE HAVE UNDER THE AFOREMENTIONED SECTION 1542 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR FLORIDA LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, THE RELEASING PARTIES WAIVE AND RELEASE ANY RIGHT OR DEFENSE WHICH THEY MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OF ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF ITS WAIVERS OR RELEASES HEREUNDER. Progress Way Borrower’s Initials Winter Garden Borrower’s Initials Hanging ▇▇▇▇ Borrower’s Initials Goldenrod Borrower’s Initials ▇▇▇▇▇▇▇▇▇ Borrower’s Initials Cornerstone Core Properties, REIT, Inc.’s Initials Cornerstone Realty Advisors, LLC’s Initials Cornerstone Operating Partnership, L.P.’s Initials Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”)No. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.WB13991

General Release. Each Borrower Loan Party hereby acknowledges and Guarantor may have certain Claims agrees that: (as hereinafter defineda) neither it nor any of its Affiliates has any claim or cause of action against the Released Parties any Agent or any Lender (as hereinafter definedor any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve (b) each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender has heretofore properly performed and their respective directorssatisfied in a timely manner all of its obligations to such Loan Party and its Affiliates under the Financing Agreement and the other Loan Documents. Notwithstanding the foregoing, officersthe Agents and the Lenders wish (and each Loan Party agrees) to eliminate any possibility that any past conditions, employeesacts, subsidiariesomissions, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on events or circumstances would impair or otherwise adversely affect any of their behalves the Agents' and the Lenders' rights, interests, security and/or remedies under the Financing Agreement and the other Loan Documents. Accordingly, for and in consideration of the agreements contained in this Waiver and Consent and other good and valuable consideration, each Loan Party (for itself and its Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “"Releasors") does hereby fully, finally, unconditionally and irrevocably release and forever discharge each Agent, each Lender and each of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively, the "Released Parties”), of and ") from any and all debts, claims, allegationsobligations, damages, costs, attorneys' fees, suits, demands, liabilities, actions, proceedings and causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedin each case, whether known or unknown, liquidated contingent or unliquidatedfixed, fixed direct or contingentindirect, asserted and of whatever nature or unasserteddescription, foreseen and whether in law or unforeseenin equity, matured under contract, tort, statute or unmatured, suspected or unsuspected, anticipated or unanticipatedotherwise, which such Borrower or Guarantor has, had, claims to have any Releasor has heretofore had or now or hereafter claims to can, shall or may have against the any Released Parties Party by reason of any act act, omission or omission thing whatsoever done or omitted to be done on or prior to the part of Waiver Effective Date arising out of, connected with or related in any way to this Waiver and Consent, the Released PartiesFinancing Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of themany Agent or any Lender contained therein, occurring or the possession, use, operation or control of any of the assets of each Loan Party, or the making of any Loans or other advances, or the management of such Loans or advances or the Collateral on or prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all ClaimsWaiver Effective Date.

General Release. Each Borrower (a) The Seller and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. AgentTrustees, Lenders, Borrowers and Guarantors desire to resolve each and every one on behalf of such Claims in conjunction with the execution Person and such Person’s successors, assigns, next of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agentskin, representatives, successors administrators, executors, agents and assigns and all personsany other person or entity claiming by, firmsthrough, corporations and organizations acting on or under any of their behalves the foregoing, do hereby unconditionally and irrevocably release, waive and forever discharge the Purchaser and the Company (collectively, the “Released PartiesParty”), and their respective affiliates and each of their past and present directors, managers, officers, employees, agents, predecessors, successors, assigns, equityholders, partners, insurers and subsidiaries (the “Released Party Affiliates”), from any and all claims, allegationsdemands, damages, judgments, causes of action, costs or demands action and liabilities, liabilities of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedany nature whatsoever, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmaturednot known, suspected or unsuspectedclaimed, anticipated arising directly or unanticipatedindirectly from any act, which such Borrower omission, event or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, transaction occurring (or any of them, occurring circumstances existing) on or prior to the date on which this Amendment is executedClosing Date, including on account of or in without limitation, any way affecting, concerning or and all arising out of or founded upon relating to any contract, agreement or other arrangement (whether verbal or written) entered into or established on or prior to the Closing Date, in all cases whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) on or prior to the Closing Date; provided, however, notwithstanding the foregoing, nothing in this Amendment up to and including the date on which this Amendment is executedAgreement shall release, including all such loss discharge or damage of waive any kind heretofore sustained or that may arise as a consequence rights of the dealings among Seller or the parties up to and including the date on which Trustees under this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any Related Document. The Seller and the Trustees understand that this is a full and final general release of the other Financing Agreements (collectivelyall claims, all demands, causes of the foregoing are the “Claims”). Each Borrower action and Guarantor represents and warrants that it has no knowledge liabilities of any claim by it nature whatsoever, whether or not known, suspected or claimed, that could have been asserted in any legal or equitable proceeding against the Released Parties Party. (b) Notwithstanding Section 6.5(a), the Released Party and the Released Party Affiliates shall remain liable to the Seller with respect to the liabilities and obligations, if any, arising pursuant to this Agreement or of any facts or acts or omissions other Related Document, to the extent in favor of the Released Parties which on Seller. (c) The Seller and the date hereof would be Trustees acknowledge and agree that the basis terms and provisions of this Section 6.5 have been a claim by such Borrower or Guarantor against material inducement to the Released Parties which is not released hereby. Each Borrower Party consummate the transactions contemplated by this Agreement and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all ClaimsReleased Party has relied upon this Section 6.5 in consummating such transactions.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, the Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this SectionSection 4. In consideration of Agent’s 's and Lenders’ ' entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “"Released Parties”"), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world up to and including the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including Amendment, the date on which this Amendment is executedLoan Agreement or any of the other Financing Agreements, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up arising from, in connection with or related to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “"Claims”"). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, the Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this SectionSection 7. In consideration of Agent’s 's and Lenders’ ' entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “"Released Parties”"), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world up to and including the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including Amendment, the date on which this Amendment is executedLoan Agreement or any of the other Financing Agreements, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up arising from, in connection with or related to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “"Claims”"). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower (a) Effective upon, and Guarantor may have certain Claims (as hereinafter defined) against conditioned upon the Released Parties (as hereinafter defined) regarding or relating to occurrence of, the Loan Agreement or the other Financing Agreements. AgentClosing, LendersSeller, Borrowers on Seller’s own behalf and Guarantors desire to resolve each and every one on behalf of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of AgentSeller’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinheirs, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directorssuccessors, officerstrustees, employeesexecutors, subsidiariesadministrators, branches, affiliates, attorneys, agents, representatives, successors and assigns and all personsany other Person that may claim by, firms, corporations and organizations acting on any of their behalves through or under Seller (collectively, the “Released Releasing Parties”), hereby (i) irrevocably waives, releases, acquits and forever discharges the Company and each of their respective present and from former officers, directors, managers, employees and other agents (collectively, the “Releasees”) from, any and all claims, allegations, causes Liabilities of action, costs or demands and liabilities, of whatever any kind or naturenature whatsoever arising on or prior to the Closing and (ii) agrees that no Releasing Party will bring or voluntarily participate in or assist any Proceeding that relates to any matter released pursuant to this Section 6.3. Notwithstanding the foregoing, from the beginning Releasing Parties do not waive or release (i) any rights based upon, arising out of or relating to rights in favor of the world Releasing Parties created pursuant to the date on which terms of this Amendment is executedAgreement and the Transaction Documents, or the transactions contemplated hereunder or thereunder, (ii) rights to any unpaid ordinary course employment compensation due to such Releasing Party or (iii) except as otherwise provided in Section 9.10, any rights to indemnification pursuant to the organizational documents of the Company as a result of such Releasing Party’s service to the Company. (b) The Releasing Parties understand and agree that the releases provided in Section 6.3(a) above extend to all claims released above whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected. As to those matters released herein only, anticipated or unanticipatedthe Releasing Parties waive and relinquish any and all rights they may have under California Civil Code Section 1542, which such Borrower provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY” The Releasing Parties hereto expressly waive and release any rights and benefits which they have or Guarantor has, had, claims to may have had under any similar Law or hereafter claims to have against the Released Parties by reason rule of any act or omission on other jurisdiction pertaining to the part matters released herein. It is the intention of the Released PartiesReleasing Parties through this Agreement and with the advice of counsel to fully, or any finally and forever settle and release the claims set forth above. In furtherance of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loansintention, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower releases herein given shall be and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a remain in effect as full and complete release releases of all Claimssuch matters notwithstanding the discovery of any additional claims or facts relating thereto.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against In consideration of the Released Parties (as hereinafter defined) regarding or relating Lenders' consent to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each of the benefits provided to Borrower under the terms and Guarantor makes the release contained in this Section. In consideration provisions hereof, Borrower hereby agrees as follows ("General Release"): (a) Borrower, for itself and on behalf of Agent’s its successors and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinassigns, each Borrower and Guarantor does hereby fully and unconditionally releases release, acquit and forever discharges Agent and discharge each of the Lenders, the Issuing Lender and the Administrative Agent, including without limitation, all of their respective predecessors in interest, and all of the Lenders', the Issuing Lender's and the Administrative Agent's past and present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys(each, agents, representatives, successors a "Releasee" and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”"Releasees"), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length (each, a "Released Claim" and collectively, the "Released Claims"), that Borrower now has or contingentmay acquire as of the later of (i) the date that this Amendment becomes effective through the satisfaction (or waiver by the Lenders) of all conditions to this Amendment or (ii) the date that Borrower has executed and delivered this Amendment to the Administrative Agent (hereafter, asserted the "Release Date"), including without limitation, those Released Claims in any way arising out of, connected with or unassertedrelated to any and all prior credit accommodations, foreseen if any, provided by the Lenders, or unforeseenany of the Lenders' predecessors in interest, matured to Borrower and any agreements, notes or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason documents of any act kind related thereto, or omission the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower hereby acknowledges, represents and warrants to the Lenders, the Issuing Lender and the Administrative Agent that it agrees to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of the Lenders, the Issuing Lender and the Administrative Agent and the other Releasees, and Borrower hereby waives and releases all rights and benefits which it might otherwise have under any State or local Laws with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims. (c) Each Person signing this Amendment on behalf of Borrower acknowledges that he or she has read each of the provisions of this General Release. Each such Person fully understands that this General Release has important legal consequences and each such Person realizes that he/she is releasing any and all Released Claims that Borrower may have as of the Release Date as set forth above. Borrower hereby acknowledges that it has had an opportunity to obtain a lawyer's advice concerning the legal consequences of each of the provisions of this General Release. (d) Borrower hereby specifically acknowledges and agrees that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the LoansLender, the ObligationsIssuing Lender, the Loan Agreement Administrative Agent, or any of the other Financing Agreements Releasees; (collectively, all ii) the provisions of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge this General Release shall constitute an absolute bar to any Released Claim of any claim kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by it against the Released Parties provisions of this General Release shall subject Borrower to the provisions of applicable Law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsaction.

General Release. Each Borrower As an inducement to and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s Merger Sub and Lenders’ Parent entering into this Amendment and agreeing to the substantial concessions as set forth hereinMerger Agreement, each Borrower and Guarantor Stockholder hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective of the Company, its directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representativesrepresentatives and employees (each, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “a "Released Parties”), of and Person") from any and all claims, allegationssuits, demands, causes of action, costs or demands and liabilitiescontracts, covenants, obligations, debts, costs, expenses, attorneys' fees, liabilities of whatever kind or naturenature in law or equity, from the beginning of the world to the date on which this Amendment is executed, by statute or otherwise whether now known or unknown, liquidated or unliquidated, fixed vested or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated which have existed or unanticipatedmay have existed, or which such Borrower do exist or Guarantor hasmay exist in the future ("Claims"), had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on kind, except the part of the Released Parties, or any of them, occurring prior Claims released hereunder shall not include (x) Claims to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or extent arising out of actions taken or founded upon this Amendment up to and including the date on omissions made fraudulently or in bad faith by such Released Person which this Amendment is executedmay arise or have arisen for any reason whatsoever, including but not limited to any Claim arising in connection with any transaction contemplated under the Merger Agreement and any related documents thereto and (y) any Claim the undersigned is permitted to make for indemnification pursuant to Section 7.7 of the Merger Agreement. By consenting to this Agreement, each Stockholder hereby acknowledges that it intends that this Agreement shall be an effective bar to each and every one of the Claims herein mentioned or implied above. Each Stockholder expressly consents that this Agreement shall be given full force and effect according to each and all such loss of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims herein mentioned or damage of implied above. Further, each Stockholder agrees that in the event that it should bring a Claim in which it seeks damages against the Company (or, its stockholders and/or directors as the case may be), or in the event that it seeks to recover against the Company (or its stockholders and/or directors as the case may be), in any kind heretofore sustained or that may arise Claim brought by a governmental agency on your behalf, this Agreement shall serve as a consequence of the dealings among the parties up complete defense to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower Equity Holder hereby releases irrevocably and Guarantor forever discharges each of Parent, the Company, the Company Subsidiary, the Company Stockholders’ Representative, their respective Affiliates, and any and all of their respective officers, directors, managers, principals, advisors, attorneys, accountants, investment banks, agents, employees or other representatives, predecessors, successors, assigns and heirs (the “Released Parties”) of, from or with respect to any and all claims, obligations, liabilities or damages of any nature whatsoever, in Law or in equity, suspected or unsuspected, known or unknown, contingent or fixed, whether due or to become due, that such Equity Holder or any of its Affiliates have had, now have or may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding at any future time by reason of any cause, matter, thing, act, omission or relating conduct occurring or existing at any time on or prior to the Loan Agreement Closing, including with respect to such Equity Holder’s shares of Company Capital Stock (or other equity securities of the other Financing Agreements. AgentCompany held by such Equity Holder or its Affiliates) or with respect to any claim by such Equity Holder that the allocation of Common Stock Merger Consideration, LendersPreferred Stock Merger Consideration or Warrant Merger Consideration, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with as applicable, among the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions respective Equity Holders as set forth hereinon the Allocation Statement is incorrect (all such claims, each Borrower obligations, liabilities and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directorsdamages, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released PartiesClaims”); provided, however, that nothing contained herein will operate to release any claims, obligations, liabilities or damages of any of the Released Parties (and none of the following claims, obligations, liabilities or damages shall constitute Released Claims): (a) with respect to any Common Stock Merger Consideration, Preferred Stock Merger Consideration or Warrant Merger Consideration, as applicable, such Equity Holder is entitled to receive under this Agreement; (b) such Equity Holder’s rights or remedies under this Agreement or with respect to any obligation of Parent, Merger Sub or the Surviving Corporation under or in connection with this Agreement and the transactions contemplated hereby, including the Merger; (c) to the extent accrued for on the Company’s financial books and records as of Closing, or otherwise accruing in the Ordinary Course of Business (i) any salary and compensation accrued but unpaid by the Company as of the Closing or other employee benefits to which such Equity Holder is or may be entitled from the Company, (ii) any bona fide business expense reimbursements for business expenses incurred in the Ordinary Course of Business consistent with past practices but not reimbursed as of the Closing, or (iii) any payment pursuant to any Transaction Bonus Arrangement; (d) with respect to any rights to exculpation, indemnification or advancement of expenses that such Equity Holder (or any representative of such Equity Holder who has provided services to the Group Companies as an officer or director) is entitled to from the Group Companies, pursuant to the Company Organizational Documents or any organizational document of the Company Subsidiary, director and officer insurance, applicable Law or the terms of this Agreement or other contract which provides for indemnification of such Equity Holder by the Company; (e) to the extent such Indebtedness is not repaid at Closing, with respect to any Indebtedness payable to an Equity Holder set forth on Schedule 2.4(a) of the Company Disclosure Schedules; (f) for fraud. Each Equity Holder covenants not to, directly or indirectly, ▇▇▇ on, assert or pursue, or cause to be sued on, asserted or pursued, any of the Released Claims against the Released Parties. Each Equity Holder further waives any and all claimsdefenses that may be available to contest, allegations, causes of action, costs negate or demands and liabilities, of whatever kind or nature, from disaffirm the beginning actions of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have Company Stockholders’ Representative as against the Released Parties by reason of any act or omission on the part of the Released Parties, and represents that as to each and every claim released hereunder, such Equity Holder has received (or any has had the opportunity to receive) the advice of them, occurring prior legal counsel with regard to the date on which this Amendment is executedreleases contained herein, including on account of and having been so advised, or have declined seeking such advice, and in any way affectingeither case, concerning or arising out of or founded upon this Amendment up if applicable to and including such Equity Holder, such Equity Holder specifically waives the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence benefit of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement provisions of Section 1542 of the LoansCivil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. As to each and every Released Claim released hereunder, each Equity Holder also waives the Obligationsbenefit of each other similar provision of applicable federal or state law as well as under any other statutes or common law principles of similar effect, the Loan Agreement if any, pertaining to general releases after having been advised by legal counsel with respect thereto or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”)having declined to seek such advice. Each Borrower Equity Holder acknowledges and Guarantor represents and warrants agrees that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions each of the Released Parties which on is intended to be, and will be entitled to the date hereof would be the basis benefits of being, a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release third party beneficiary of all Claimsthis Section 6.7.

General Release. Each Borrower In exchange for the Release Pay set forth in Paragraph 1 above, and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating other consideration provided to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained you in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing Agreement, you hereby agree unconditionally to the substantial concessions as set forth hereinrelease, each Borrower and Guarantor hereby fully and unconditionally releases acquit, and forever discharges Agent discharge Casey's, and each Lender all of its parents, subsidiaries, affiliates, predecessors, successors, and assigns, and all of their respective current and former owners, shareholders, general or limited partners, joint venturers, directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, and attorneys, and any persons acting by, through, under, or in concert with any of them, and all successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves thereof (collectively, the “"Released Parties”), of and ") from any and all claims, allegationscharges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, costs or demands suits, rights, entitlements, costs, losses, debts, and liabilitiesexpenses (including attorneys' fees and legal expenses), of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedany nature whatsoever, whether or not you know about them at the time this Agreement becomes effective and enforceable, and even if you would not have entered into this Agreement had you known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipatedabout them, which such Borrower you now have or Guarantor has, had, claims to have had or hereafter claims may later claim to have against the Released Parties by reason Parties, individually or collectively, because of any act matter, act, omission, transaction, occurrence, or omission on event that has or is alleged to have occurred up to the part date you sign this Agreement and is related in any way to Casey’s, its operations, your employment with Casey’s, or your separation from said employment (collectively, "Claims"). You hereby waive any right to receive any benefits or remedial relief as a consequence of any Claims filed with or by the Equal Employment Opportunity Commission, any other state or federal agency or any other person or entity (governmental or otherwise), including any class or collective action lawsuit or complaint filed by any individual or entity against any of the Released Parties. a) Without limiting the General Release above, or you also knowingly and voluntarily waive and release any and all Claims under the Age Discrimination in Employment Act, codified at Chapter 14 of themTitle 29 of the United States Code, occurring prior to 29 U.S.C. § 621-634 (the date on which this Amendment is executed"ADEA"). However, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or you are n▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ discrimination claims that may arise under the ADEA after the date this Agreement becomes effective (as a consequence provided in Paragraph 8). b) Also without limiting the General Release above, you knowingly and voluntarily waive and release any and all Claims under: 1) Title VII of the dealings among Civil Rights Act of 1964, as amended, and 42 U.S.C. § 1981 and 42 U.S.C. § 1983; 2) The Equal Pay Act and the parties up to and including the date on which this Amendment is executedFair Labor Standards Act, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.as amended; 3) The Americans with Disabilities Act;

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of the Agent’s and Lenders▇▇▇▇▇▇▇’ entering willingness to enter into this Amendment and agreeing to the substantial concessions as set forth hereinTenth Amendment, each Borrower Loan Party and Guarantor ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) hereby fully and unconditionally releases and forever discharges Agent the Agent, the Lenders and each Lender the Agent’s, and their the Lender’s respective directorspredecessors, successors, assigns, officers, managers, directors, employees, subsidiaries, branches, affiliatesagents, attorneys, agents, representatives, successors and assigns and affiliates (hereinafter all persons, firms, corporations and organizations acting on any of their behalves (collectively, the above collectively referred to as the “Released PartiesLender Group”), of and from any and all claims, allegationscounterclaims, demands, damages, debts, suits, liabilities, actions and causes of actionaction of any nature whatsoever, costs including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedin equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, fixed whether absolute or contingent, asserted or unasserted, foreseen or unforeseen, matured and whether or unmatured, suspected or unsuspected, anticipated or unanticipatednot heretofore asserted, which such Borrower any Loan Party or Guarantor has, had, claims to which ▇▇▇▇▇▇▇ may have had or hereafter claims claim to have against the Released Parties by reason of any act or omission on the part of the Released PartiesLender Group in any way related to or connected with the Loan Documents and the transactions contemplated thereby, but solely with respect to events or any of them, matters occurring on or prior to the date on Tenth Amendment Effective Date. Each of the Loan Parties and ▇▇▇▇▇▇▇ expressly acknowledges that although ordinarily a general release may not extend to claims or causes of action that any Loan Party and ▇▇▇▇▇▇▇ does not know or suspect to exist in its favor, which this Amendment is executedif known by it may have materially affected its agreement hereunder, including on they have carefully considered, and taken into account in determining to enter into the above releases, the possible existence of such unknown losses or claims or causes of Action. Without limiting the generality of the foregoing, each Loan Party and ▇▇▇▇▇▇▇ expressly waives and relinquishes any and all rights and benefits such party may have or conferred upon it under any federal, state, or local statute, rule, regulation, or principle of common law or equity that provides that a release does not extend to claims or causes of action that the claimant does not know or suspect to exist in its favor at the time of providing the release or that may in any way affecting, concerning limit the effect or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence scope of the dealings among releases with respect to released claims or causes of action that such party did not know or suspect to exist in such party’s favor at the parties up to and including time of providing the date on release, which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim in each case if known by it against the Released Parties or of any facts or acts or omissions of the Released Parties may have materially affected its agreement hereunder, including, without limitation, California Civil Code § 1542, which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.provides:

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ for Lender entering into this Amendment and agreeing to the substantial concessions as set forth hereinAmendment, each Borrower and Guarantor each of the Guarantors (together with Borrower, individually and collectively, the “Obligor”) hereby fully and unconditionally irrevocably releases and forever discharges Agent Lender, and each Lender and their respective its successors, assigns, agents, shareholders, directors, officers, employees, subsidiariesagents, branchesattorneys, parent corporations, subsidiary corporations, affiliated corporations, affiliates, attorneysparticipants, agentsand each of them (collectively, representativesthe “Releasees”), successors and assigns from any and all personsclaims, firmsdebts, corporations liabilities, demands, obligations, costs, expenses, actions and organizations acting on causes of action, of every nature and description, known and unknown, which Obligor now has or at any time may hold, by reason of their behalves any matter, cause or thing occurred, done, omitted or suffered to be done prior to the date of this Amendment (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower Obligor hereby irrevocably waives the benefits of any and Guarantor all statutes and rules of law to the extent the same provide in substance that a general release does not extend to claims which the creditor does not know or suspect to exist in its favor at the time of exe-cuting the release, and, without limiting the foregoing, Obligor irrevocably waives any benefits it may have under California Civil Code Section 1542 which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” Obligor represents and warrants that it has no knowledge not assigned to any other Person any Released Claim, and agrees to indemnify Lender against any and all actions, demands, obligations, causes of any claim by it against the Released Parties action, decrees, awards, claims, liabilities, losses and costs, including but not limited to reasonable attorneys' fees of counsel of Lender’s choice and costs, which Lender may sustain or incur as a result of any facts a breach or acts or omissions purported breach of the Released Parties which on foregoing representation and warranty. (This Section may be referred to as the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims“Release Section”.)

General Release. Each Borrower The Agents, the Lenders and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors Parties desire to resolve each and every one of any Claims (as such Claims term is defined below) that the Loan Parties may have (if any) in conjunction with the execution of this Amendment and thus each Borrower and Guarantor Loan Party makes the release contained in this Section. In consideration of Agent’s Agents’ and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower Loan Party, for itself and Guarantor on behalf of its successors, assigns, limited partners, general partners, investors, Subsidiaries, shareholders, trustees, officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through, it, hereby fully and unconditionally releases releases, remises and forever discharges Agent each Agent, each Lender, their respective Affiliates and Related Funds, and each Lender and of their respective successors in title, past, present and future directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all personsPersons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, suits, Liens, lawsuits, adverse consequences, damages, losses, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, obligations, costs or demands and liabilities, of whatever kind or naturenature (whether in law, in equity or otherwise), from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, direct or indirect or derivative, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor Loan Parties has, had, claims to have had or hereafter claims to have against the Released Parties (other than those claims directly resulting from the gross negligence or willful misconduct of such Released Party as determined in a final judgment by a court of competent jurisdiction) by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including without limitation on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including without limitation all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including to the administration or enforcement of extent relating to the Loans, the Obligations, the Loan Financing Agreement or any of the other Financing Agreements Loan Documents, including the administration and enforcement thereof (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor Loan Party represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor Loan Party against the Released Parties relating to the Loans, the Obligations, the Financing Agreement or any of the other Loan Documents, including the administration and enforcement thereof, which is not released hereby. Each Borrower and Guarantor Loan Party represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower For good and Guarantor may have certain Claims valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Seller, for: (as hereinafter definedi) against itself, (ii) any parent or Subsidiary thereof, and (iii) the Released Parties respective partners, officers, directors, shareholders, successors and assigns of all of the foregoing persons and entities (as hereinafter defineda) regarding or relating to reaffirms the Loan Repurchase Agreement or and the other Financing Agreements. AgentTransaction Documents and acknowledges that the security interests granted to Buyer in the Repurchase Agreement (including, Lenderswithout limitation, Borrowers the security interest granted to Buyer in the event that any court or other forum re-characterizes any Transaction under the Repurchase Agreement as a loan) are continuing and Guarantors desire to resolve each in full force and every one effect in favor of such Claims in conjunction with Buyer; (b) acknowledges that (i) as of the execution date hereof, the aggregate of this Amendment the Repurchase Price of all Purchased Assets and thus each Borrower the repurchase price of all JPMCF Purchased Assets is $123,977,075.42 and Guarantor makes (ii) all amounts owing under the release contained in this Section. In consideration of Agent’s Repurchase Agreement and Lenders’ entering into this Amendment the other Transaction Documents shall be due and agreeing to payable on the substantial concessions as set forth herein, each Borrower and Guarantor applicable date provided for therein; (c) hereby fully and unconditionally releases and forever discharges Agent Buyer and each Lender of its subsidiaries, affiliates, its past, present and their respective future officers, directors, officersagents, employees, subsidiariespartners, branchesmanagers, affiliatesshareholders, attorneysservants, agentsattorneys and representatives, as well as their, successors, assigns, their respective heirs, legal representatives, legatees, predecessors-in-interest, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”)assigns, of and from any and all actions, claims, allegationsdemands, damages, debts, suits, contracts, agreements, losses, liabilities, indebtedness, causes of actionaction either at law or in equity, costs or demands and liabilities, obligations of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedaccounts, defenses, and offsets against liabilities and obligations, whether known or unknown, liquidated direct or unliquidatedindirect, fixed new or contingentexisting, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act matter, cause or omission thing whatsoever occurring on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or hereof arising out of or founded upon this Amendment up relating to any matter or thing whatever, including without limitation, such claims and including defenses as fraud, misrepresentation, breach of duty, mistake, duress, usury, claims pertaining to so-called “lender liability,” and claims pertaining to creditor’s rights, which such party ever had, now has, or might hereafter have against the other, jointly or severally, for or by reason of any matter, act, omission, cause or thing whatsoever occurring, on or prior to the date on which of this Amendment Joinder and Amendment, that is executedrelated to, including all such loss in whole or damage of any kind heretofore sustained in part, directly or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loansindirectly, the ObligationsTransactions, the Loan Agreement Repurchase Agreement, the Transaction Documents and this Joinder and Amendment; and (d) warrants, represents and acknowledges that it has no defenses to the payment of, nor any right to set off against, all or any of the JPMCB Repurchase Obligations set forth in the Transaction Documents, nor any counterclaims or other Financing Agreements (collectivelyrights of action against Buyer of any kind whatsoever, all including, without limitation, any right to contest any of the foregoing are following: the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge enforceability, applicability or validity of any claim by it against provisions of the Released Parties Transaction Documents, Buyer’s right to all proceeds of the Scheduled Assets, the existence, validity, enforceability, or perfection of any facts security interest or acts mortgage in favor of Buyer, the conduct of Buyer in administering the Transaction Documents and any legal fees and expenses incurred by the Buyer under the Repurchase Agreement, the other Transaction Documents or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower this Joinder and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all ClaimsAmendment.

General Release. Each Borrower Employee hereby fully, finally, and Guarantor may have certain Claims (as hereinafter defined) against completely releases Employer, its predecessors, successors, subsidiaries, stockholders and affiliates and the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agentofficers, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officersmanagers, control persons, employees, subsidiaries, branches, affiliatesagents, attorneys, agents, representatives, successors representatives and assigns and all persons, firms, corporations and organizations acting on of any of their behalves them (collectively, the “Released Parties”), of and from any and all liabilities, claims, allegationsactions, losses, expenses, demands, costs, fees, damages and/or causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedcharacter, whether now known or unknownunknown (collectively, liquidated “Claims”), arising from, relating to, or unliquidatedin any way connected with any facts or events occurring on or before the execution of this Release, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to that he may have against the Released Parties by reason of Employer or any act or omission on the part of the Released Parties, or including, but not limited to any of them, occurring prior to the date on which this Amendment is executed, including on account such Claims arising out of or in any way affectingrelated to Employee’s employment with the Employer, concerning or any affiliate thereof, or the termination of such employment, including but not limited to, any violation of any federal, state or local statute, any breach of contract, any wrongful termination, or other tort or cause of action. Employee confirms that this Release was neither procured by fraud nor signed under duress or coercion. Further, Employee waives and releases Employer from any Claims that this Release was procured by fraud or signed under duress or coercion so as to make the Release not binding. Employee understands and agrees that by signing this Release, he is giving up the right to pursue any legal Claims released herein that he may currently have against the Employer or any Released Parties, whether or not he is aware of such Claims, and specifically agrees and covenants not to bring any legal action for any Claims released herein. The only Claims that are excluded from this Release are Claims arising out of or founded upon this Amendment up to and including after the date on which of this Amendment is executedRelease, if any, including all such loss any future Claims relating to the Employer’s performance of its obligations hereunder and any Claims that cannot be waived by law; Employee does waive, however, his right to any monetary recovery if any governmental agency pursues any claims on his behalf. This Release shall not release any claim or damage cause of action arising after the date of this Release by or on behalf of the Employee for (a) any payment or other benefit that is required under this Agreement or, subject to any conditions contained therein, the terms of any kind heretofore sustained employee benefit plan covering Employee or that may arise as (b) a consequence breach of this Agreement by the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all ClaimsEmployer.

General Release. Each Borrower (each a "Releasing Party" and Guarantor may have certain Claims (as hereinafter definedcollectively the "Releasing Parties") against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agenthereby releases, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases acquits and forever discharges Agent and each Lender and their respective Lender, its directors, officers, employees, subsidiaries, branches, affiliatesagents, attorneys, agents, representativesaffiliates, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “"Released Parties”), ") of and from any and all claims, allegationsactions, causes of action, costs demands, rights, damages, costs, expenses and compensation whatsoever, heretofore or demands and liabilitieshereafter arising from events or occurrences through the date of this Amendment, of whatever kind or natureWHICH DO OR MAY EXIST, from WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEN OR UNFORESEEN (collectively, the beginning "Released Matters"), including, without limitation, any of the world same arising from or related to the date on which this Amendment is executedanything done, whether known omitted to be done, or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims allowed to have had or hereafter claims to have against be done by any of the Released Parties by reason and in any way connected with the Loan Agreement, any of the Loan Documents, any other credit facilities provided or not provided, or any past or present deposit or other accounts (including, without limitation, "dominion of funds" accounts and lockbox arrangements) of any act Releasing Party, including, without limitation, the manner and timing in which items were deposited or omission credited thereto or funds transferred therefrom or made available to any of the Releasing Parties, the honoring or returning of any checks drawn on any account, and any other dealings between any of the part of Releasing Parties and the Released Parties. Each of the Releasing Parties hereby waives any and all rights which he or it has or may have under the provisions of Section 1542 of the California Civil Code as now worded and as hereafter amended, or any similar statute, rule or legal principle in effect in any other state, which Section presently reads as follows: Each Releasing Party acknowledges and agrees that this waiver and release is an essential and material term of them, occurring prior to the date on which this Amendment is executed, including on account of or and that the agreements in any way affecting, concerning or arising out of or founded upon this Amendment up paragraph are intended to and including the date on which this Amendment is executed, including all such loss or damage be in full satisfaction of any kind heretofore sustained alleged injuries or that may arise as a consequence damages of Releasing Parties in connection with the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”)Released Matters. Each Borrower and Guarantor Releasing Party represents and warrants that it has no knowledge of not purported to convey, transfer or assign any claim by it against the right, title or interest in any Released Parties Matter to any other person or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower entity and Guarantor represents and warrants that the foregoing constitutes a full and complete release of the Released Matters. Each Releasing Party also understands that this release shall apply to all Claimsunknown or unanticipated results of the Released Matters, as well as those known and anticipated. Each Releasing Party has consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and executes such release voluntarily, with the intention of fully and finally extinguishing all Released Matters.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment provisions hereof, Borrower hereby agrees as follows (“General Release”): 12.1 Borrower, for itself and agreeing to the substantial concessions as set forth hereinon behalf of its respective successors and assigns, each Borrower and Guarantor does hereby fully and unconditionally releases release, acquit and forever discharges Agent discharge Lender, all of Lender’s predecessors in interest, and each Lender all of Lender’s past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length (each, a “Released Claim” and collectively, the “Released Claims”), that Borrower now has or contingentmay acquire as of the later of: (i) the date this Agreement becomes effective through the satisfaction (or waiver by Lender) of all conditions hereto; or (ii) the date that Borrower has executed and delivered this Agreement to Lender (hereafter, asserted the “Release Date”), including without limitation, those Released Claims in any way arising out of, connected with or unassertedrelated to any and all prior credit accommodations, foreseen if any, provided by Lender, or unforeseenany of Lender’s predecessors in interest, matured to Borrower, and any agreements, notes or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason documents of any act kind related thereto or omission the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. 12.2 Borrower hereby acknowledges, represents and warrants to Lender as follows: (i) Borrower understands the meaning and effect of Section 1542 of the California Civil Code which provides: “Section 1542. GENERAL RELEASE; EXTENT. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” (ii) With regard to Section 1542 of the California Civil Code, Borrower agrees to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of Lender, and Borrower hereby waives and releases all rights and benefits which it might otherwise have under Section 1542 of the California Civil Code with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims. 12.3 Each person signing below on behalf of Borrower acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that Borrower may have as of the Release Date. Borrower hereby acknowledges that it has had an opportunity to obtain a lawyer’s advice concerning the legal consequences of each of the provisions of this General Release. 12.4 Borrower hereby specifically acknowledges and agrees that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of Lender; (ii) the provisions of this General Release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of them, occurring prior this General Release shall subject Borrower to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsaction.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of the Administrative Agent’s and Lenders▇▇▇▇▇▇▇’ entering willingness to enter into this Amendment and agreeing to the substantial concessions as set forth hereinFifth Amendment, each Borrower Loan Party and Guarantor ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) hereby fully and unconditionally releases and forever discharges Agent the Administrative Agent, the Lenders and each Lender the Administrative Agent’s, and their the Lender’s respective directorspredecessors, successors, assigns, officers, managers, directors, employees, subsidiaries, branches, affiliatesagents, attorneys, agents, representatives, successors and assigns and affiliates (hereinafter all persons, firms, corporations and organizations acting on any of their behalves (collectively, the above collectively referred to as the “Released PartiesLender Group”), of and from any and all claims, allegationscounterclaims, demands, damages, debts, suits, liabilities, actions and causes of actionaction of any nature whatsoever, costs including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedin equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, fixed whether absolute or contingent, asserted or unasserted, foreseen or unforeseen, matured and whether or unmatured, suspected or unsuspected, anticipated or unanticipatednot heretofore asserted, which such Borrower any Loan Party or Guarantor has, had, claims to which ▇▇▇▇▇▇▇ may have had or hereafter claims claim to have against the Released Parties by reason of any act or omission on the part of the Released PartiesLender Group in any way related to or connected with the Loan Documents and the transactions contemplated thereby, but solely with respect to events or any of them, matters occurring on or prior to the date on Fifth Amendment Effective Date. Each of the Loan Parties and ▇▇▇▇▇▇▇ expressly acknowledges that although ordinarily a general release may not extend to claims or causes of action that any Loan Party and ▇▇▇▇▇▇▇ does not know or suspect to exist in its favor, which this Amendment is executedif known by it may have materially affected its agreement hereunder, including on they have carefully considered, and taken into account in determining to enter into the above releases, the possible existence of such unknown losses or claims or causes of Action. Without limiting the generality of the foregoing, each Loan Party and ▇▇▇▇▇▇▇ expressly waives and relinquishes any and all rights and benefits such party may have or conferred upon it under any federal, state, or local statute, rule, regulation, or principle of common law or equity that provides that a release does not extend to claims or causes of action that the claimant does not know or suspect to exist in its favor at the time of providing the release or that may in any way affecting, concerning limit the effect or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence scope of the dealings among releases with respect to released claims or causes of action that such party did not know or suspect to exist in such party’s favor at the parties up to and including time of providing the date on release, which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim in each case if known by it against the Released Parties or of any facts or acts or omissions of the Released Parties may have materially affected its agreement hereunder, including, without limitation, California Civil Code § 1542, which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.provides:

General Release. Each Borrower Effective as of, and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating subject to the Loan Agreement or occurrence of, the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinEffective Time, each Borrower of United (solely on behalf of itself and Guarantor its Affiliate that is a Company Member, and not on behalf of any other Company Member or any other Person) and SVF Party (solely on behalf of itself and its Affiliate that is a Company Member, and not on behalf of any other Company Member or any other Person) (each such Party and its applicable Affiliate, a “Releasor”) acknowledges and agrees that: (a) Such Releasor hereby fully irrevocably and unconditionally forever waives, releases and forever discharges Agent the Company and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves its Subsidiaries (collectively, the “Released PartiesReleasees”), of and ) from any and all claims, allegationsliabilities, obligations, controversies, damages or causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs or demands and liabilitiesincurred) of any nature whatsoever, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated existing or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements prospective (collectively, all of the foregoing are the “Claims”). Each Borrower , whether in law or in equity, in each case to the extent related to the Company or the Company Subsidiaries and Guarantor represents arising out of facts and warrants circumstances that it has no knowledge occurred prior to the Effective Time and arising from (A) such Releasor’s ownership of Company Units, or (B) any claim by it against Contract (including any Terminated Company Affiliate Arrangement) between such Releasor and the Released Parties Company or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants Company Subsidiary; provided, however, that the foregoing constitutes release shall not cover, apply to or affect (x) any Claims arising out of facts and circumstances that occurred from and after the Effective Time, (y) any Claims arising from this Agreement or any Related Agreement, and (z) any Claims which may not be waived as a full matter of Law. (b) Such Releasor has had the opportunity to be advised by legal counsel and complete is familiar with Section 1542 of the Civil Code of the State of California (“Section 1542”), which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. (c) Such Releasor hereby waives and relinquishes any rights and benefits that such Releasor may have under Section 1542 or any similar statute or common law principle of any jurisdiction. Such Releasor acknowledges that it may hereafter discover facts in addition to or different from those that Releasor now knows or believes to be true with respect to the subject matter of the release set forth in this Section 8.22, but it is such Releasor’s intention, subject to Section 8.22(a), to fully and finally and forever settle and release any and all Claims that do now exist, may exist or heretofore have existed with respect to the subject matter of all Claimsthe release set forth in this Section 8.22.

General Release. Each Borrower a. As a material inducement to Calypte to enter into this Agreement, Cataldo, on ▇▇▇▇▇f of himself and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating his heirs, executors, administrators, successors and assigns, to the Loan Agreement or the other Financing Agreements. Agentextent permissible by law, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor does hereby fully irrevocably and unconditionally releases release, acquit and forever discharges Agent discharge Calypte, and each Lender its divisions, subsidiaries, affiliates and their respective all owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, subsidiariesrepresentatives, branches, affiliates, and attorneys, agentsacting by, representativesthrough, successors and assigns and all personsunder or in concert with Calypte or any parent, firmssubsidiary or related entity, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all charges, complaints, grievances, claims, allegationsliabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs or demands and liabilitiesactually incurred), of whatever kind or natureany nature whatsoever, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated joint or unanticipatedseveral, which such Borrower or Guarantor has, Cataldo has h▇▇ ▇▇ ▇ay hereafter claim to have had, claims to have had or hereafter claims to have against the Released Parties Calypte by reason of any matter, act, omission, cause or event whatever from the beginning of time to the Resignation Date ("Claims"); other than those obligations of Calypte set forth in this Agreement. b. As a material inducement to Cataldo to e▇▇▇▇ ▇▇to this Agreement, Calypte, and its divisions, subsidiaries, affiliates and all predecessors, successors, assigns and agents, to the extent permissible by law, do hereby irrevocably and unconditionally release, acquit and forever discharge Cataldo, from ▇▇▇ ▇▇d all charges, complaints, grievances, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs actually incurred), of any nature whatsoever, known or unknown, suspected or unsuspected, joint or several, which Calypte has had or may hereafter claim to have had, against Cataldo by re▇▇▇▇ ▇▇ any matter, act, omission, cause or event whatever from the beginning of time to the Resignation Date ("Claims"); other than those obligations of Cataldo set ▇▇▇▇▇ ▇n this Agreement. This release and waiver of Claims specifically includes, but without limiting the foregoing general terms, the following: (1) all Claims arising from or relating in any way to any act or omission on failure to act by any employee of Calypte, (2) all Claims arising from or relating in any way to the part employment relationship of Cataldo with ▇▇▇▇▇▇▇ and/or the Released Partiestermination thereof, including any claims which have been asserted or could have been asserted against Calypte, together with (3) any and all Claims which might have been asserted by Cataldo in an▇ ▇▇▇▇, claim, or any of themcharge, occurring prior to the date on which this Amendment is executed, including for or on account of any matter or in any way affecting, concerning or arising out of or founded upon this Amendment things whatsoever that has occurred up to and including the date on which of this Amendment is executedAgreement, under any and all laws, statutes, orders, regulations, or any other claim of right(s), including all such loss or damage of any kind heretofore sustained or that may arise as a consequence without limitation, Title VII of the dealings among the parties up to and including the date on which this Amendment is executedCivil Rights Act of 1964, including the administration or enforcement of the Loansas amended, the ObligationsAge Discrimination in Employment Act, the Loan Agreement California Labor Code, and the California Fair Employment and Housing Act, or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties Claim in contract or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimstort.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing the benefits provided to the substantial concessions Borrower under the terms and provisions hereof, the Borrower and the Guarantor each hereby agree as set forth hereinfollows (“General Release”): The Borrower and the Guarantor hereunder, for themselves and on behalf of their respective successors and assigns, each Borrower and Guarantor hereby fully and unconditionally releases release, acquit and forever discharges Agent discharge the Bank, all of the Bank’s predecessors in interest, and each Lender all of the Bank’s past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingenteach as though fully set forth herein at length (each, asserted or unasserteda “Released Claim” and collectively, foreseen or unforeseenthe “Released Claims”), matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such that the Borrower or the Guarantor hashereunder now has or may acquire as of the later of: (i) the date this letter becomes effective through the satisfaction (or waiver by the Bank) of all conditions hereto; or (ii) the date that the Borrower and the Guarantor hereunder have executed and delivered this letter to the Bank (hereafter, hadthe “Release Date”), claims including without limitation, those Released Claims in any way arising out of, connected with or related to have had any and all-prior credit accommodations, if any, provided by the Bank, or hereafter claims any of the Bank’s predecessors in interest, to have against the Released Parties by reason Borrower or the Guarantor hereunder, and any agreements, notes or documents of any act kind related thereto or omission the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. The Borrower and the Guarantor each hereby acknowledge, represent and warrant to the Bank as follows: The Borrower and the Guarantor each understand the meaning and effect of Section 1542 of the California Civil Code which provides: With regard to Section 1542 of the California Civil Code, the Borrower and the Guarantor each agree to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of the Bank, and both the Borrower and the Guarantor each hereby waive and release all rights and benefits which they might otherwise have under Section 1542 of the California Civil Code with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims. Each person signing below on behalf of the Borrower or the Guarantor hereunder acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each ‘such realizes that they are releasing any and all Released Claims that the Borrower or the Guarantor may have as of the Release Date. The Borrower and the Guarantor hereunder hereby acknowledge that each of them has had an opportunity to obtain a lawyer’s advice concerning the legal consequences of each of the provisions of this General Release. The Borrower and the Guarantor hereunder hereby specifically acknowledge and agree that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of the Bank; (ii) the provisions of this General Release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of them, occurring prior this General Release shall subject the Borrower and the Guarantor hereunder to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsaction.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of the benefits provided to Borrower under the terms and provisions hereof, Borrower hereby agrees as follows ("General Release"): 12.1 Borrower, for itself and on behalf of its respective successors and assigns, does hereby release, acquit and forever discharge Administrative Agent and the Lenders, all of Administrative Agent’s and the Lenders’ entering into this Amendment ' predecessors in interest, and agreeing to all of Administrative Agent’s and the substantial concessions as set forth hereinLenders' past and present officers, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length (each, a "Released Claim" and collectively, the "Released Claims"), that Borrower now has or contingentmay acquire as of the later of: (i) the date this Agreement becomes effective through the satisfaction (or waiver by all of Administrative Agent and the Lenders) of all conditions hereto; or (ii) the date that Borrower has executed and delivered this Agreement to Administrative Agent (hereafter, asserted the "Release Date"), including without limitation, those Released Claims in any way arising out of, connected with or unassertedrelated to any and all prior credit accommodations, foreseen if any, provided by Administrative Agent or unforeseenthe Lenders, matured or unmaturedany of Administrative Agent’s or the Lenders' predecessors in interest, suspected to Borrower, and any agreements, notes or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason documents of any act kind related thereto or omission the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. 12.2 Borrower hereby acknowledges, represents and warrants to each of Administrative Agent and the Lenders as follows: (i) Borrower understands the meaning and effect of Section 1542 of the California Civil Code which provides: "Section 1542. GENERAL RELEASE; EXTENT. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." (ii) With regard to Section 1542 of the California Civil Code, Borrower agrees to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of each of Administrative Agent and the Lenders, and Borrower hereby waives and releases all rights and benefits which it might otherwise have under Section 1542 of the California Civil Code with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims. 12.3 Each person signing below on behalf of Borrower acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that Borrower may have as of the Release Date. Borrower hereby acknowledges that it has had an opportunity to obtain a lawyer's advice concerning the legal consequences of each of the provisions of this General Release. 12.4 Borrower hereby specifically acknowledges and agrees that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of any of Administrative Agent or the Lenders; (ii) the provisions of this General Release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of them, occurring prior this General Release shall subject Borrower to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”)action. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.[signature page follows]

General Release. Each Borrower By their signatures below, B▇▇▇▇▇▇▇ and Guarantor may have certain Claims Guarantor: (as hereinafter defineda) against the Released Parties (as hereinafter defined) regarding or relating confirm their consent to the Loan Agreement foregoing, (b) acknowledge that Bank has no further obligations or liabilities to Borrower or Guarantor upon Bank's receipt of the other Financing Agreements. AgentPayoff Amount, Lenders, Borrowers except in releasing and Guarantors desire to resolve each and every one of such Claims returning all collateral in conjunction accordance with the execution terms of this Amendment letter agreement, and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein(c) hereby remises, each Borrower and Guarantor hereby fully and unconditionally releases releases, acquits, satisfies and forever discharges Agent and each Lender and their respective directorsBank, its agents, employees, officers, employeesdirectors, subsidiariespredecessors, branches, affiliates, attorneys, agents, representatives, successors and assigns attorneys and all persons, firms, corporations and organizations others acting or purporting to act on any behalf of their behalves (collectively, or at the “Released Parties”)direction of Bank, of and from any and all claims, allegationsmanner of actions, causes of action, costs suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, claims and demands whatsoever, in law or demands and liabilitiesin equity, which any of whatever kind such parties ever had, now has or, to the extent arising from or naturein connection with any act, from the beginning omission or state of the world facts taken or existing on or prior to the date hereof, against Bank, their agents, employees, officers, directors, attorneys and all persons acting or purporting to act on which this Amendment is executedbehalf of or at the direction of Bank ("Bank Releasees"), whether known for, upon or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act matter, cause or omission on thing whatsoever through the part date hereof. Without limiting the generality of the Released Partiesforegoing, B▇▇▇▇▇▇▇ and Guarantor each waive and affirmatively agree not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims, claims, causes of themaction, occurring setoffs or other rights they do, shall or may have as of the date hereof, including, but not limited to, the rights to contest any conduct of Bank or other Releasees on or prior to the date on which this Amendment is executedhereof. By its signature below, including on account of or in any way affectingBank: (a) confirms its consent to the foregoing, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or (b) acknowledges that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has each have no knowledge of any claim by it against the Released Parties further obligations or of any facts or acts or omissions liabilities to Bank upon Bank's receipt of the Released Parties Payoff Amount, except for the Contingent Obligations, and (c) hereby remises, releases, acquits, satisfies and forever discharges Borrower and Guarantor, their agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of Borrower or Guarantor, of and from any and all manner of actions, causes of action, suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, claims and demands whatsoever, in law or in equity, which any of such parties ever had, now has or, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof would be hereof, against Borrower or Guarantor, their agents, employees, officers, directors, attorneys and all persons acting or purporting to act on behalf of or at the basis direction of a claim by such Borrower or Guarantor against ("Borrower/Guarantor Releasees"), for, upon or by reason of any matter, cause or thing whatsoever through the Released Parties date hereof. Without limiting the generality of the foregoing, Bank waives and affirmatively agrees not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights it does, shall or may have as of the date hereof, including, but not limited to, the rights to contest any conduct of Borrower or Guarantor or other Borrower/Guarantor Releasees on or prior to the date hereof, except related to the Contingent Obligations. Each of the parties hereby waives California Civil Code § 1542, which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." On the date hereof, each of the parties also shall be deemed to waive any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or country in the world, or principle of common law, which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimssimilar, comparable or equivalent to California Civil Code § 1542.

General Release. Each Borrower FOR GOOD AND VALUABLE CONSIDERATION, the receipt and Guarantor may have certain Claims (as hereinafter defined) against adequacy of which are hereby acknowledged, the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent undersigned and each Lender of them (collectively “Releasor”) hereby forever releases, discharges and their respective acquits Midland American Capital Corporation (“Releasee”), its parent, directors, officersshareholders, agents and employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claimsclaims of every type, allegationskind, causes nature, description or character, and irrespective of actionhow, costs why, or demands and liabilitiesby reason of what facts, whether heretofore existing, now existing or hereafter arising, or which could, might, or may be claimed to exist, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedname, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length, to the extent that they arise out of or contingentare in way connected to or are related to that certain Factoring and Security Agreement dated March ____, asserted 2013. Releasor agrees that the matters released herein are not limited to matters which are known or unasserteddisclosed, foreseen and the Releasor waives any and all rights and benefits which it now has, or unforeseenin the future may have. Releasor acknowledges that factual matters now unknown to it may have given or may hereafter give rise to Claims which are presently unknown, matured or unmatured, suspected or unanticipated and unsuspected, anticipated and it acknowledges that this Release has been negotiated and agreed upon in light of that realization and that it nevertheless hereby intends to release, discharge and acquit the Releasee from any such unknown Claims. Acceptance of this Release shall not be deemed or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against construed as an admission of liability by any party released. In the Released Parties by reason event of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or litigation arising out of or founded upon related to this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the LoansRelease, the Obligations, prevailing party shall recover its reasonable attorney’s fees and expenses from the Loan Agreement or any unsuccessful party. It shall be presumed (subject to rebuttal only by the introduction of competent evidence to the other Financing Agreements contrary) that the amount recoverable is the amount billed to the prevailing party by its counsel and that such amount will be reasonable if based on the billing rates charged to the prevailing party by its counsel in similar matters. Releasor acknowledges that either (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that a) it has no knowledge had advice of any claim by counsel of its own choosing in negotiations for and the preparation of this release, or (b) it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by has knowingly determined that such Borrower or Guarantor against the Released Parties which advice is not released herebyneeded. Each Borrower and Guarantor represents and warrants that DATED: ___________________ BioZone Laboratories, Inc. CONTRACT EXHIBIT By: Printed Name: Title: Chief Executive Officer MIDLAND AMERICAN CAPITAL CORPORATION is hereby authorized to transfer money via wire or automated clearing house transmission into the foregoing constitutes a full and complete release of all Claimsaccount specified below. (Please fill-in information requested.) BANK: ADDRESS: CITY, STATE, ZIP: ROUTING (ABA) NO.: ACCOUNT NO.: BioZone Laboratories, Inc. By: _______________________________ Date: ________________ E▇▇▇▇▇ ▇▇▇▇ Chief Executive Officer

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. A. In consideration of Agent’s the agreements of Bank contained herein and Lenders’ entering into this Amendment for other good and agreeing to valuable consideration, the substantial concessions as set forth hereinreceipt and sufficiency of which is hereby acknowledged, each Borrower Borrower, on behalf of itself and Guarantor hereby fully its successors, assigns and unconditionally releases its present and forever discharges Agent and each Lender and their respective former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Borrower and all such other persons being hereinafter referred to collectively as “Releasors” and individually as a “Releasor”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Bank, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, branchesdivisions, affiliatespredecessors, directors, officers, attorneys, agentsemployees, representatives, successors agents and assigns other representatives (Bank and all persons, firms, corporations such other persons being hereinafter referred to collectively as “Releasees” and organizations acting on any of their behalves (collectively, the individually as a “Released PartiesReleasee”), of and from any and all claimsdemands, allegationsactions, causes of action, costs or suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilitiesliabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of whatever kind or every name and nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipatedboth at law and in equity, which such Borrower or Guarantor has, had, claims to have had Releasors may now or hereafter claims own, hold, have or claim to have against the Released Parties Releasees or any of them for, upon, or by reason of any act circumstance, action, cause or omission thing whatsoever that arises at any time on or before the part day and date of the Released Partiesthis Waiver and Amendment for or on account of, or any of themin relation to, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or in connection with any of the Loan Documents or transactions thereunder or related thereto or hereunder. B. It is the intention of Borrower that this Waiver and Amendment and the release set forth above shall constitute a full and final accord and satisfaction of all claims that Releasors may have or hereafter be deemed to have against Releasees as set forth herein. In furtherance of this intention, Borrower, on behalf of itself and each other Financing Agreements (collectivelyReleasor, all expressly waives any statutory or common law provision that would otherwise prevent the release set forth above from extending to claims that are not currently known or suspected to exist in any Releasor’s favor at the time of executing this Waiver and Amendment and which, if known by Releasors, might have materially affected the agreement as provided for hereunder. Borrower, on behalf of itself and each other Releasor, acknowledges that it is familiar with section 1542 of California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Borrower, on behalf of itself and each other Releasor, waives and releases any rights or benefits that it may have under section 1542 to the full extent that it may lawfully waive such rights and benefits, and Borrower, on behalf of itself and each other Releasor, acknowledges that it understands the significance and consequences of the foregoing are waiver of the “Claims”). Each Borrower provisions of section 1542 and Guarantor represents and warrants that it has no knowledge been advised by its attorney as to the significance and consequences of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such this waiver. C. Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower understands, acknowledges and Guarantor represents and warrants agrees that the foregoing constitutes release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding that may be instituted, prosecuted or attempted in breach of the provisions of such release. D. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. E. Borrower, on behalf of itself and its successors, assigns and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not s▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower pursuant to this Section 13. If Borrower or any of its successors, assigns or other legal representations violates the foregoing covenant, Borrower, for itself and each other Releasor, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all Claimsattorneys’ fees and costs incurred by any Releasee as a result of such violation.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defineda) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinEffective on Seller Release Effective Date, each Borrower of the Seller Parties and Guarantor hereby fully Mr. ▇▇, on its/his own behalf and unconditionally releases and forever discharges Agent and each Lender and their respective directorson behalf of its/his successors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all personsAffiliates and any other Person that may claim by, firms, corporations and organizations acting on any of their behalves through or under such Seller Party (collectively, the “Released Seller Releasing Parties”), hereby: (i) unconditionally and irrevocably waives, releases, acquits and forever discharges each Target Group Company and each Other Target Entity and each of their respective present and former officers, directors, managers, employees and other agents or Representatives, and the Target Business and the Contributed Assets, from any and all claims, allegations, causes Liabilities of action, costs or demands and liabilities, of whatever any kind or nature, from nature whatsoever since the beginning of time, except, solely in the world case of the Other Target Entities, any Liability that did not arise out of their ownership or operation of (x) the Target Business or (y) the Contributed Assets; (ii) unconditionally and irrevocably waives, releases, acquits and forever discharges each Buyer Party and its respective present and former officers, directors, managers, employees and other agents or Representatives from any and all Previous SPA Claims of any kind or nature whatsoever since the beginning of time; (iii) agrees to procure that no Seller Releasing Party will bring or voluntarily participate in or assist any Action that relates to any matter released pursuant to this Section 6.3(a); and (iv) acknowledges, agrees, covenants and confirms that if any Previous SPA Claim is brought in any jurisdiction or in any tribunal or other body, this Section 6.3(a) is intended to be and shall be a complete defence thereto and discharge therefrom. Notwithstanding the foregoing, the Seller Releasing Parties do not waive or release any rights based upon, arising out of or relating to rights in favor of the Seller Releasing Parties created pursuant to the date on which terms of any Transaction Document. The Seller Releasing Parties understand and agree that the releases provided in this Amendment is executed, Section 6.3(a) extend to all Liabilities and Previous SPA Claims released above whether known or unknown, liquidated suspected or unliquidatedunsuspected. It is the intention of the Seller Releasing Parties through this Agreement and with the advice of counsel to fully, fixed finally and forever settle and release each released party from the Liabilities and Previous SPA Claims set forth above. In furtherance of such intention, the releases herein given shall be and remain in effect as full and complete releases of such matters notwithstanding the discovery of any additional claims or contingentfacts relating thereto. (b) Effective on the Buyer Release Effective Date, asserted each Buyer Party, on its own behalf and on behalf of the Target Group Companies and any Other Target Entity, and its and their respective successors, assigns and Affiliates and any other Person that may claim by, through or unassertedunder such Buyer Party, foreseen any Target Group Company or unforeseenany Other Target Entity (collectively, matured the “Buyer Releasing Parties”), hereby: (i) unconditionally and irrevocably waives, releases, acquits and forever discharges Mr. ▇▇, the Seller Parties and their respective Affiliates, and each of their respective present and former officers, directors, managers, employees and other agents or unmaturedRepresentatives, from any and all Liabilities of any kind or nature whatsoever since the beginning of time to the extent such Liabilities arise out of any Target Group Company, the Target Business or the Contributed Assets; (ii) unconditionally and irrevocably waives, releases, acquits and forever discharges Mr. ▇▇, each Seller Party and its respective present and former officers, directors, managers, employees and other agents or Representatives from any and all Previous SPA Claims of any kind or nature whatsoever since the beginning of time; (iii) agrees to procure that no Buyer Releasing Party will, bring or voluntarily participate in or assist any Action that relates to any matter released pursuant to this Section 6.3(b); and (iv) acknowledges, agrees, covenants and confirms that if any Previous SPA Claim is brought in any jurisdiction or in any tribunal or other body, this Section 6.3(b) is intended to be and shall be a complete defence thereto and discharge therefrom. Without prejudice to the foregoing, each Buyer Party shall be deemed to have repeated the undertakings set forth in this Section 6.3(b) on the date immediately following the Closing Date on behalf of each of the Target Group Companies and the Other Target Entities. Notwithstanding the foregoing, the Buyer Releasing Parties do not waive or release any rights based upon, arising out of or relating to rights in favor of the Buyer Releasing Parties created pursuant to the terms of any Transaction Document. The Buyer Releasing Parties understand and agree that the releases provided in this Section 6.3(b) extend to all Liabilities and Previous SPA Claims released above whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against . It is the Released Parties by reason of any act or omission on the part intention of the Released PartiesBuyer Releasing Parties through this Agreement and with the advice of counsel to fully, or any finally and forever settle and release each released party from the Liabilities and Previous SPA Claims set forth above. In furtherance of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loansintention, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower releases herein given shall be and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a remain in effect as full and complete release releases of all Claimssuch matters notwithstanding the discovery of any additional claims or facts relating thereto.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment provisions hereof, B▇▇▇▇▇▇▇ hereby agrees as follows ("General Release"): (a) Borrower, for itself and agreeing to the substantial concessions as set forth hereinon behalf of its successors and assigns, each Borrower and Guarantor does hereby fully and unconditionally releases release, acquit and forever discharges Agent discharge Bank, all of Bank's predecessors in interest, and each Lender all of Bank's past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length (each, a "Released Claim" and collectively, the "Released Claims"), that Borrower now has or contingentmay acquire as of the later of: (i) the date this Agreement becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower has executed and delivered this Agreement to Bank (hereafter, asserted the "Release Date"), including without limitation, those Released Claims in any way arising out of, connected with or unassertedrelated to any and all prior credit accommodations, foreseen if any, provided by Bank, or unforeseenany of Bank's predecessors in interest, matured to Borrower, and any agreements, notes or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason documents of any act kind related thereto or omission the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (a) Borrower hereby acknowledges, represents and warrants to Bank that it agrees to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of Bank, and Borrower hereby waives and releases all rights and benefits which it might otherwise have under any state or local laws or statutes with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims. (b) Each person signing below on behalf of B▇▇▇▇▇▇▇ acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that Borrower may have as of the Release Date. B▇▇▇▇▇▇▇ hereby acknowledges that it has had an opportunity to obtain a lawyer's advice concerning the legal consequences of each of the provisions of this General Release. (c) Borrower hereby specifically acknowledges and agrees that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of Bank; (ii) the provisions of this General Release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any of themother theory, occurring prior to the date on which this Amendment is executedwhether legal, including on account of statutory or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.equitable; and

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment provisions hereof, B▇▇▇▇▇▇▇ hereby agrees as follows (“General Release”): (a) Borrower, for itself and agreeing to the substantial concessions as set forth hereinon behalf of its successors and assigns, each Borrower and Guarantor does hereby fully and unconditionally releases release, acquit and forever discharges Agent discharge Lender, all of L▇▇▇▇▇’s predecessors in interest, and each Lender all of L▇▇▇▇▇’s past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length related to this Agreement, the other Loan Documents, or contingentthe loan contemplated thereby (each, asserted a “Released Claim” and collectively, the “Released Claims”) that Borrower now has or unassertedmay acquire as of the later of: (i) the date this Agreement becomes effective through the satisfaction (or waiver by Lender) of all conditions hereto; or (ii) the date that Borrower has executed and delivered this Agreement to Lender (hereafter, foreseen the “Release Date”), including without limitation, those Released Claims in any way arising out of, connected with or unforeseenrelated to any and all prior credit accommodations, matured if any, provided by Lender, or unmaturedany of Lender’s predecessors in interest, suspected to Borrower, and any agreements, notes or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason documents of any act kind related thereto or omission the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower hereby acknowledges, represents and warrants to Lender that it agrees to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of L▇▇▇▇▇, and Borrower hereby waives and releases all rights and benefits which it might otherwise have under any state or local laws or statutes with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims. (c) Each person signing below on behalf of B▇▇▇▇▇▇▇ acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that Borrower may have as of the Release Date. B▇▇▇▇▇▇▇ hereby acknowledges that it has had an opportunity to obtain a lawyer’s advice concerning the legal consequences of each of the provisions of this General Release. (d) Borrower hereby specifically acknowledges and agrees that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of Lender; (ii) the provisions of this General Release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of them, occurring prior this General Release shall subject Borrower to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsaction.

General Release. Each Borrower Borrower, on behalf of itself and Guarantor may have certain Claims on behalf of its Subsidiaries, successors, assigns, legal representatives and financial advisors (as hereinafter defined) against collectively, the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent“Releasing Parties”), Lendershereby releases, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases acquits and forever discharges Agent Agent, the Lenders and each Lender and of their respective past and present directors, officers, employees, subsidiariesagents, branchesattorneys, affiliates, attorneyspredecessors, agentssuccessors, representatives, successors administrators and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), ) of and from any and all claims, allegationsactions, causes of action, costs or demands demands, rights, damages, costs, loss of service, expenses and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had compensation whatsoever heretofore or hereafter claims arising from any events or occurrences, or anything done, omitted to have against the Released Parties be done, or allowed to be done by reason of any act or omission on the part of the Released Parties, on or before the date of execution of this Agreement, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of themthe same arising from or related to anything done, occurring prior omitted to be done, or allowed to be done by any of the date on which this Amendment is executed, including on account of or Released Parties and in any way affecting, concerning or arising out of or founded upon connected with this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the Loan Documents, any other Financing Agreements (collectivelycredit facilities provided or not provided, all any advances made or not made, or any past or present deposit or other accounts of any Releasing Party with any Released Party and the handling of the foregoing are same by any Released Party, including, without limitation, the manner and timing in which items were deposited or credited thereto or funds transferred therefrom or made available to any of the Releasing Parties, the honoring or returning of any checks drawn on any account, and any other dealings between the Releasing Parties and the Released Parties (the “ClaimsReleased Matters”). Releasing Parties each further agree never to commence, aid or participate in (except to the extent required by order or legal process issued by a court or governmental agency of competent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. In furtherance of this general release, Releasing Parties each acknowledge and waive the benefits of California Civil Code Section 1542 (and all similar ordinances and statutory, regulatory, or judicially created laws or rules of any other jurisdiction), which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Releasing Parties each agree that this waiver and release is an essential and material of this Agreement, and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the Released Matters. Each Borrower and Guarantor Releasing Party represents and warrants that it has no knowledge of not purported to convey, transfer or assign any claim by it against the right, title or interest in any Released Parties Matter to any other person or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower entity and Guarantor represents and warrants that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to all Claimsunknown or unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Matters.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating As further inducement to the Loan Agreement or the other Financing Agreements. AgentLender to enter into this Modification Agreement, Lenders, Existing Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the Guarantor (by their execution of this Amendment and thus each Borrower and Guarantor makes the Guarantor’s Consent attached hereto) hereby release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions Lender as set forth hereinfollows: 8.1 Existing Borrowers, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representativesheirs, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Releasing Parties”)) do hereby release, acquit and forever discharge Lender of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, costs or demands debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses of every type, of whatever kind or kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription, or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipatedeach as though fully set forth herein at length, which such Borrower in any way arise out of, are connected with or Guarantor hasrelated to the Loan Documents, hadthis Modification Agreement or any earlier and/or other agreement or document referred to therein or any other action, claims claim, cause of action, demand, damage or cost of whatever nature as of the Effective Date (collectively, the “Released Claims”). 8.2 The agreement of the Releasing Parties, as set forth in the preceding subparagraph 8.1 shall inure to the benefit of the successors, assigns, insurers, administrators, agents, employees, and representatives of Lender. 8.3 The Releasing Parties have had or hereafter claims read the foregoing release, fully understand the legal consequences thereof and have obtained the advice of counsel with respect thereto. The Releasing Parties further warrant and represent that they are authorized to have against make the Released Parties by reason foregoing release. 8.4 This release is not to be construed and does not constitute an admission of any act or omission liability on the part of the Lender. This release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether such claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable. The Releasing Parties specifically agree that any attempt to assert a claim barred hereby shall subject each of them, occurring prior them to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out action. 8.5 The Releasing Parties acknowledge and agree that they understand the meaning and effect of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence Section 1542 of the dealings among the parties up to and including the date on California Civil Code which this Amendment is executedprovides: ▇▇▇▇ ▇▇. ▇▇ ▇▇▇▇▇ THE RELEASING PARTIES AGREE TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, including the administration or enforcement of the LoansUNANTICIPATED OR MISUNDERSTOOD DEFENSES, the ObligationsCLAIMS, the CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AGREEMENT. THE RELEASING PARTIES HEREBY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS WHICH THEY MIGHT OTHERWISE HAVE UNDER THE AFOREMENTIONED SECTION 1542 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR FLORIDA LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, THE RELEASING PARTIES WAIVE AND RELEASE ANY RIGHT OR DEFENSE WHICH THEY MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OF ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF ITS WAIVERS OR RELEASES HEREUNDER. Progress Way Winter Garden Hanging ▇▇▇▇ Goldenrod Borrower’s Borrower’s Borrower’s Borrower’s Initials Initials Initials Initials Cornerstone Core Cornerstone Realty Cornerstone Properties, REIT, Advisors, LLC’s Operating Inc.’s Initials Initials Partnership, L.P.’s Initials Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”)No. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.WB 13991

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defineda) against Effective upon Closing, the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the Seller does hereby release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender discharge the Paragon Companies and their respective officers, directors, officersmanagers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all personsassigns, firms, corporations and organizations acting on any of in their behalves respective capacities as such (collectively, the “Released Parties”), of and from any and all Proceedings, claims, allegationsactions, causes of action, costs or demands and demands, suits, covenants, agreements, representations, obligations, costs, liabilities, expenses, losses and debts of whatever kind any nature whatsoever, both at Law and in equity, relating to any matter, Claim or nature, from the beginning of the world to the date on which this Amendment is executedright, whether presently known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor Seller has, had, claims to have ever had or hereafter claims to may have against the Released Parties by reason of any act or omission on the part of the such Released Parties, in each case arising from or relating to any of them, facts or events occurring at or prior to the date Closing, other than those obligations of the Purchaser arising under or contemplated by this Agreement, the transactions contemplated herein or under any other Transaction Document. (b) Seller shall not, and no one on which this Amendment is executedits behalf shall, including on account of assert or in file any way affectingclaim, concerning complaint, charge, suit or action against any Released Party arising out of any matter released pursuant to this Section 11.11. In the event that any claim, complaint, charge, suit or founded upon this Amendment up action is asserted or filed against a Released Party in breach hereof, such Released Party shall be entitled to and including the date on which this Amendment is executedrecover its costs, fees or expenses, including all reasonable attorney fees and costs at trial and on appeal, incurred in defending against such loss action, from the Seller. (c) The Seller acknowledges that it may hereafter discover facts different from, or damage of in addition to, those which they now believe to be true with respect to any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are claims released in this Section 11.11 and no such additional fact shall affect the “Claims”)validity or enforceability of the releases contained in this Section 11.11. (d) Seller acknowledges that it is fully informed and aware of its right to receive independent legal advice regarding the advisability of the releases contemplated hereby and have received such independent legal advice as they deem necessary with regard to the advisability thereof. Each Borrower and Guarantor represents and warrants The Seller further acknowledges that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions made an investigation of the Released Parties which on facts pertaining to the date hereof would be the basis releases contemplated hereby as it has deemed necessary, and, further, acknowledges that it has not relied upon any statement or representation of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsothers.

General Release. Each Borrower For and Guarantor may have certain Claims (as hereinafter defined) against in consideration of the Released Parties (as hereinafter defined) regarding or relating amounts payable to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers Seller (and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions Owners indirectly) hereunder, effective as set forth hereinof the Closing Date, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent the Seller and each Lender Owner hereby releases, acquits and discharges the Company and its Affiliates and their respective officers, directors, officers, employees, subsidiaries, branches, affiliatesmanagers, attorneys, agents, representatives, trustees and employees and each of their respective heirs, executors, administrators, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”)assigns, of and from any and all claimsLiabilities, allegationswhatsoever, causes of action, costs or demands both in law and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipatedin equity, which the Seller or such Borrower or Guarantor Owner ever had, now has, had, claims to have had or hereafter claims to may have against the Released Parties by reason of any act or omission on the part of the Released Parties, Company or any of them, its Affiliates arising out of any matters occurring on or prior to the date on which Closing and whether or not relating to Claims pending on, or asserted after, the Closing. Notwithstanding anything herein to the contrary, the foregoing release does not include, and the provisions of this Amendment is executedSection 7.6 shall not release or otherwise diminish, any rights or Claims of (a) the Seller or an Owner that he, she or it has, has ever had, or may hereafter have against the Buyer and its Affiliates (including on account of or the Company after the Closing) set forth in any way affectingprovisions of this Agreement, concerning the transactions contemplated hereby, or arising the other Transaction Documents executed in connection with the transactions contemplated hereby and the Seller and Owners hereby expressly reserve any such Claims, (b) with respect to ▇▇▇▇ ▇▇▇▇: (i) claims to indemnification or reimbursement from the Company to which ▇▇. ▇▇▇▇ is entitled under the terms and conditions of Section 7.11; provided that, ▇▇. ▇▇▇▇ shall not be entitled to indemnification or reimbursement for any amounts which exceed the proceeds actually received by the Company under a Tail Policy for such matter (net of out of pocket expense); or founded upon this Amendment up (ii) accrued salary and reimbursement of expenses as of the Closing Date (in each case, solely to the extent such amount is included in the Estimated Net Working Capital). From and including after the date on which this Amendment is executedClosing, including all such loss the Seller and the Owners hereby irrevocably covenant to refrain from, directly or damage indirectly, asserting any Claim, or commencing or causing to be commenced, any Claim of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of Company and its Affiliates, based upon any facts or acts or omissions of the Released Parties which on the date hereof would matter purported to be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s the benefits provided to Borrower under the terms and Lenders’ entering into this Amendment provisions hereof, ▇▇▇▇▇▇▇▇ hereby agrees as follows ("General Release"): (a) Borrower, for itself and agreeing to the substantial concessions as set forth hereinon behalf of its successors and assigns, each Borrower and Guarantor does hereby fully and unconditionally releases release, acquit and forever discharges Agent discharge Lender, all of ▇▇▇▇▇▇'s predecessors in interest, and each Lender all of ▇▇▇▇▇▇'s past and their respective present officers, directors, officers, employees, subsidiaries, branchesattorneys, affiliates, attorneys, employees and agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, costs or demands defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses, of whatever kind or every type, kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length related to this Agreement, the other Loan Documents, or contingentthe loan contemplated thereby (each, asserted a "Released Claim" and collectively, the "Released Claims") that Borrower now has or unassertedmay acquire as of the later of: (i) the date this Agreement becomes effective through the satisfaction (or waiver by Lender) of all conditions hereto; or (ii) the date that Borrower has executed and delivered this Agreement to Lender (hereafter, foreseen the "Release Date"), including without limitation, those Released Claims in any way arising out of, connected with or unforeseenrelated to any and all prior credit accommodations, matured if any, provided by Lender, or unmaturedany of Lender's predecessors in interest, suspected to Borrower, and any agreements, notes or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason documents of any act kind related thereto or omission the transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower hereby acknowledges, represents and warrants to Lender that it agrees to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of ▇▇▇▇▇▇, and Borrower hereby waives and releases all rights and benefits which it might otherwise have under any state or local laws or statutes with regard to the release of such unknown, unanticipated or misunderstood defenses and Released Claims. (c) Each person signing below on behalf of ▇▇▇▇▇▇▇▇ acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that Borrower may have as of the Release Date. ▇▇▇▇▇▇▇▇ hereby acknowledges that it has had an opportunity to obtain a lawyer's advice concerning the legal consequences of each of the provisions of this General Release. (d) Borrower hereby specifically acknowledges and agrees that: (i) none of the provisions of this General Release shall be construed as or constitute an admission of any liability on the part of Lender; (ii) the provisions of this General Release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim barred by the provisions of them, occurring prior this General Release shall subject Borrower to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimsaction.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defineda) against the Released Parties (as hereinafter defined) regarding or relating Notwithstanding anything to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained contrary set forth in this Section. In Agreement, effective as of the Initial Closing, in consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth mutual agreements contained herein, including the cash consideration to be received by the GNC Parties pursuant to Article II and Article III, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent GNC Party, on behalf of itself and each Lender of its past, present and their respective directorsfuture Affiliates, officersfirms, employeescorporations, subsidiarieslimited liability companies, branchespartnerships, affiliatestrusts, attorneysassociations, agentsorganizations, representativesinvestors, stockholders, members, partners, trustees, principals, predecessors, successors and assigns (each, a “GNC Releasing Party” and, collectively, the “GNC Releasing Parties”), hereby absolutely, unconditionally and all personsirrevocably releases, firmsacquits and forever discharges Nutra, corporations its former, present and organizations acting on any of future Affiliates, parent and subsidiary companies, joint ventures, predecessors, successors and assigns (including Buyer and its Affiliates), and their behalves respective former, present and future representatives, investors, stockholders, members, partners, insurers and indemnitees (collectively, the “Released Parties”), of and from any and all claimsmanner of action or inaction, allegations, cause or causes of action, costs Actions, Liens, Contracts, promises, Liabilities or demands and liabilitiesDamages (whether for compensatory, special, incidental or punitive Damages, equitable relief or otherwise) of whatever any kind or naturenature whatsoever, from the beginning past, present or future, at law, in equity or otherwise (including with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of the world to the date on which this Amendment is executedany duty, Law or rule), whether known or unknown, whether fixed or contingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, fixed whether foreseeable or contingentunforeseeable, asserted whether anticipated or unassertedunanticipated, foreseen or unforeseen, matured or unmatured, whether suspected or unsuspected, anticipated or unanticipated, which such Borrower GNC Releasing Parties, or Guarantor hasany of them, had, claims to ever have had or hereafter claims to ever in the future may have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, and which, in each case, are based on acts, events or omissions occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which Initial Closing (the “Released Claims”); provided, however, that the foregoing release shall not release, impair or diminish, and the term “Released Claims” shall not include, in any respect any rights of: (i) any GNC Party or Seller Indemnitee under this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any other Transaction Document; (ii) the GNC Releasing Parties to indemnification, reimbursement or advancement of expenses under the provisions of the Nutra Organizational Documents, any directors’ and officers’ liability insurance policy maintained by Nutra, or any indemnification agreement to which any such GNC Releasing Party and Nutra are parties and which is set forth on Schedule 6.16; (iii) if applicable to any GNC Releasing Party, any rights available to such GNC Releasing Party to receive salaries, bonuses (including any transaction bonus or success bonus), severance, accrued vacation or other Financing Agreements paid time off, employee benefits (collectively, all to the extent such benefits are vested under the terms of the foregoing applicable Nutra Plan or applicable Law) or expenses that have accrued in respect of employment with Nutra in the ordinary course of business; or (iv) any statutory or other rights that are prohibited by Law from being released, compromised or exchanged. (b) Without limiting the generality of the foregoing, with respect to the Released Claims, each GNC Party, each on behalf of itself and each GNC Releasing Party, hereby expressly waives all rights under Section 1542 of the Civil Code of the State of California (the “ClaimsCalifornia Civil Code”)) and any similar Law or common law principle in any applicable jurisdiction prohibiting or restricting the waiver of unknown claims. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions Section 1542 of the Released Parties which on California Civil Code reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” (c) Notwithstanding the date hereof would be provisions of Section 1542 of the basis California Civil Code or any similar Law or common law principle in any applicable jurisdiction, and for the purpose of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes implementing a full and complete release and discharge of the Released Parties, each GNC Party, each on itself and each GNC Releasing Party, expressly acknowledges that the foregoing release is intended to include in its effect all claims which any GNC Party or any GNC Releasing Party does not know or suspect to exist in his, her or its favor against any of the Released Parties (including unknown and contingent claims), and that the foregoing release expressly contemplates the extinguishment of all such claims (except to the extent expressly set forth herein). Each GNC Party, each on behalf of itself and each GNC Releasing Party, covenants and agrees not to, and agrees to cause its respective Affiliates not to, whether in its own capacity, as successor, by reason of assignment or otherwise, assert, commence, institute or join in, or assist or encourage any third party in asserting, commencing, instituting or joining in, any Action of any kind whatsoever, in law or equity, in each case against the Released Parties, or any of them, with respect to any Released Claims, except as otherwise set forth in Section 6.16(a). (d) Each GNC Party, each on behalf of itself and each GNC Releasing Party, acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of the Released Claims, but each GNC Party, each on behalf of itself and each GNC Releasing Party, intends to and, by operation of this Agreement shall have, fully, finally and forever settled and released any and all Released Claims without regard to the subsequent discovery of such different or additional facts.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the Upon full execution of this Amendment Agreement, and thus each Borrower receipt by ▇▇. ▇▇▇▇▇▇▇ and Guarantor makes the release contained in this Section. In consideration Student of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinSettlement Payment, each Borrower of the ▇▇▇▇▇▇▇ Parties releases, forever discharges, and Guarantor hereby fully and unconditionally releases and forever discharges Agent covenants not to sue the District and each Lender of the District’s respective past, present, and their respective future officers, directors, officersattorneys, insurers, agents, employees, subsidiaries, branches, affiliates, attorneys, agents, representativespredecessors, successors in interest, and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “District Released Parties”), of and ) from or on any and all claims, allegationsdebts, damages, liabilities, demands, obligations, costs, expenses (including attorney’s fees), disputes (including the Action), actions and causes of action, costs or demands action of every kind and liabilities, of whatever kind or nature, from the beginning whether based on contract, tort, statute or other legal or equitable theory of the world to the date on which this Amendment is executedrecovery, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated disclosed or unanticipatedundisclosed, asserted or which such Borrower could be asserted, from the beginning of time through and including the effective date hereof (collectively, the “▇▇▇▇▇▇▇ Released Claims”). The ▇▇▇▇▇▇▇ Parties acknowledge that in executing this Agreement and providing this release, the ▇▇▇▇▇▇▇ Parties are not relying on any statements or Guarantor has, had, claims to have had or hereafter claims to have against information from the District that are not expressly set forth in this Agreement. Each of the District Released Parties by reason is intended to be a beneficiary of this Agreement. The ▇▇▇▇▇▇▇ Parties acknowledge and agree that this is a general release. This Agreement releases all claims, demands, and causes of action of any act or omission on kind whatsoever and against all persons associated with the part of the Released Parties, or any of them, occurring prior District related to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to the Action. The ▇▇▇▇▇▇▇ Parties expressly waive and including assume the date on which this Amendment is executed, including all such loss or damage risk of any kind heretofore sustained and all claims for damages that exist as of this date, but of which the ▇▇▇▇▇▇▇ Parties do not know or that may arise as a consequence of suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, and which, if known, would materially affect the dealings among the parties up ▇▇▇▇▇▇▇ Parties’ decision to and including the date on which enter into this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.Agreement

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of the Agent’s and Lenders▇▇▇▇▇▇▇’ entering willingness to enter into this Amendment and agreeing to the substantial concessions as set forth hereinSixth Amendment, each Borrower Loan Party and Guarantor ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) hereby fully and unconditionally releases and forever discharges Agent the Agent, the Lenders and each Lender the Agent’s, and their the Lender’s respective directorspredecessors, successors, assigns, officers, managers, directors, employees, subsidiaries, branches, affiliatesagents, attorneys, agents, representatives, successors and assigns and affiliates (hereinafter all persons, firms, corporations and organizations acting on any of their behalves (collectively, the above collectively referred to as the “Released PartiesLender Group”), of and from any and all claims, allegationscounterclaims, demands, damages, debts, suits, liabilities, actions and causes of actionaction of any nature whatsoever, costs including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedin equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, fixed whether absolute or contingent, asserted or unasserted, foreseen or unforeseen, matured and whether or unmatured, suspected or unsuspected, anticipated or unanticipatednot heretofore asserted, which such Borrower any Loan Party or Guarantor has, had, claims to which ▇▇▇▇▇▇▇ may have had or hereafter claims claim to have against the Released Parties by reason of any act or omission on the part of the Released PartiesLender Group in any way related to or connected with the Loan Documents and the transactions contemplated thereby, but solely with respect to events or any of them, matters occurring on or prior to the date on Sixth Amendment Effective Date. Each of the Loan Parties and ▇▇▇▇▇▇▇ expressly acknowledges that although ordinarily a general release may not extend to claims or causes of action that any Loan Party and ▇▇▇▇▇▇▇ does not know or suspect to exist in its favor, which this Amendment is executedif known by it may have materially affected its agreement hereunder, including on they have carefully considered, and taken into account in determining to enter into the above releases, the possible existence of such unknown losses or claims or causes of Action. Without limiting the generality of the foregoing, each Loan Party and ▇▇▇▇▇▇▇ expressly waives and relinquishes any and all rights and benefits such party may have or conferred upon it under any federal, state, or local statute, rule, regulation, or principle of common law or equity that provides that a release does not extend to claims or causes of action that the claimant does not know or suspect to exist in its favor at the time of providing the release or that may in any way affecting, concerning limit the effect or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence scope of the dealings among releases with respect to released claims or causes of action that such party did not know or suspect to exist in such party’s favor at the parties up to and including time of providing the date on release, which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim in each case if known by it against the Released Parties or of any facts or acts or omissions of the Released Parties may have materially affected its agreement hereunder, including, without limitation, California Civil Code § 1542, which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.provides:

General Release. Each Borrower and Guarantor may have certain Claims Obligor (as hereinafter definedcollectively, the “Releasing Parties”) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agentreleases, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases acquits and forever discharges the Agent and each Lender Lender, and each of their respective past and present directors, officers, employees, subsidiariesthe agents, branchesattorneys, affiliates, attorneyspredecessors, agentssuccessors, representatives, successors administrators and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), ) of and from any and all claims, allegationsactions, causes of action, costs demands, rights, damages, costs, loss of service, expenses and compensation (each individually, a “Claim” and collectively, “Claims”) of any kind whatsoever heretofore or demands and liabilitieshereafter arising from any events or occurrences, of whatever kind or natureanything done, from the beginning omitted to be done, or allowed to be done by any of the world to Released Parties, in each case, on or before the date on which this Amendment is executedhereof, whether known WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, as of the date hereof, that the Releasing Parties (or unknown, liquidated any of them) has or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to may have against the Released Parties by reason of any act or omission on the part of the Released Parties, (or any of them) in connection with the Loan Documents or the transactions contemplated thereby (the “Released Matters”); provided, occurring prior however, that Released Matters shall not include, and nothing contained herein shall release any Released Party from, any Claims arising with respect to the date on which obligations under this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the ObligationsAgreement, the Loan Agreement Documents or any other contracts, documents, instruments or agreements from and after the Sixth Amendment Effective Date. Releasing Parties each further agree never to commence, aid or participate in (except to the extent required by order or legal process issued by a court or governmental agency of competent jurisdiction) any legal action or other proceeding with respect to the other Financing Agreements (collectivelyReleased Matters. Releasing Parties each agree that this waiver and release is an essential and material of this Amendment, all and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the foregoing are the “Claims”)Released Matters. Each Borrower and Guarantor Releasing Party represents and warrants that it has no knowledge of not purported to convey, transfer or assign any claim by it against the right, title or interest in any Released Parties Matter to any other person or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower entity and Guarantor represents and warrants that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to all Claimsunknown or unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Matters.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, the Lenders, Borrowers Borrower and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution consummation of the transactions contemplated by this Amendment and thus each Borrower and Guarantor makes the release contained in this SectionSection 11. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world up to and including the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including Amendment, the date on which this Amendment is executedLoan Agreement or any of the other Financing Agreements, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up arising from, in connection with or related to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter definedcollectively, the "Releasing Parties") against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agentreleases, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases acquits and forever discharges Agent Lender, and each Lender of its respective past and their respective present directors, officers, employees, subsidiariesagents, branchesattorneys, affiliates, attorneyspredecessors, agentssuccessors, representatives, successors administrators and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “"Released Parties”), ") of and from any and all claims, allegationsactions, causes of action, costs or demands demands, rights, damages, costs, loss of service, expenses and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had compensation whatsoever heretofore or hereafter claims arising from any events or occurrences, or anything done, omitted to have against the Released Parties be done, or allowed to be done by reason of any act or omission on the part of the Released Parties, on or before the date of execution of this Amendment, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of themthe same arising from or related to anything done, occurring prior omitted to be done, or allowed to be done by any of the date on which this Amendment is executed, including on account of or Released Parties and in any way affecting, concerning or arising out of or founded upon connected with this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectivelyLoan Documents, all or any of the foregoing transactions described herein or therein (the "Released Matters"); provided, however, that (A) Releasing Parties shall retain their rights to funds in deposit accounts held with Lender, as applicable, funds in transit for deposit into any such account and any refunds to which such Releasing Party is entitled to, subject to in each case any applicable security interests of Lender therein, and any right of offset or recoupment with respect thereto, and (B) Released Matters shall not include Lender's obligations under the Loan Documents or any other contracts or agreements between Lender and Releasing Parties from and after the effectiveness of this Amendment. Releasing Parties each further agree never to commence, aid or participate in (except to the extent required by order or legal process issued by a court or governmental agency of competent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. Releasing Parties each agree that this waiver and release is an essential and material of this Amendment, and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the “Claims”)Released Matters. Each Borrower and Guarantor Releasing Party represents and warrants that it has no knowledge of not purported to convey, transfer or assign any claim by it against the right, title or interest in any Released Parties Matter to any other person or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower entity and Guarantor represents and warrants that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to all Claims.unknown or unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Matters. ​

General Release. Each Borrower In consideration of the Purchase Price to be received by each of the undersigned Sellers in consideration of the Shares owned by the Sellers, each of the undersigned Sellers, on behalf of himself, herself or itself and Guarantor his, her or its Affiliates (collectively, the "Releasors"), hereby forever fully and irrevocably releases and discharges the Company and its directors, officers and employees (collectively, the "Released Parties") from any and all actions, suits, claims, demands, debts, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, agreements, undertakings, controversies, promises, losses, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including claims for Damages) which the Releasors can, shall or may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding related to or relating to arising from any relationship the Loan Agreement undersigned currently has or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction may have had with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated and from any and all claims, allegations, causes of action, costs that now exist or demands and liabilities, of whatever kind or nature, may hereafter accrue based on matters now unknown as well as known from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part time of the Released PartiesClosing, except for claims by the Sellers for indemnification or any advancement of them, occurring prior to expenses in their capacities as directors or officers of the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up Company so long as such claims do not relate to and including the date on which would not give rise to a basis for a claim for indemnification under this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “"Released Claims”"). Each Borrower and Guarantor represents and warrants that it has no knowledge The Releasors hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any claim by it kind, in any court or before any tribunal, against the any Released Parties or Party based upon any Released Claim. [The remainder of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.this page intentionally left blank]

General Release. Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating a. As a material inducement to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire ESW to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering enter into this Amendment Agreement, Kolaric, on behalf of himself and agreeing to the substantial concessions as set forth hereinhis heirs, each Borrower executors, administrators, successors and Guarantor assigns, does hereby fully irrevocably and unconditionally releases release, acquit and forever discharges Agent discharge ESW, and each Lender its divisions, subsidiaries, affiliates and their respective all owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, subsidiariesrepresentatives, branches, affiliates, and attorneys, agentsacting by, representativesthrough, successors and assigns and all personsunder or in concert with ESW or any parent, firmssubsidiary or related entity, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all charges, complaints, grievances, claims, allegationsliabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs or demands and liabilitiesactually incurred), of whatever kind or natureany nature whatsoever, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated joint or unanticipatedseveral, which such Borrower Kolaric has had or Guarantor has, may hereafter claim to have had, claims to have had or hereafter claims to have against the Released Parties ESW by reason of any act matter, act, omission, cause or omission on event whatever from the part beginning of time to the Released PartiesResignation Date ("Claims"); other than those obligations set forth in this Agreement. Kolaric acknowledges that the consideration given for this waiver and release Agreement is in addition to anything of value to which Kolaric was already entitled. Kolaric further acknowledges that he has been advised by this writing that: (a) he should consult with an attorney PRIOR to executing this Agreement; (b) he has twenty-one (21) days within which to consider this Agreement; (c) he has seven (7) days following the execution of this Agreement by the parties to revoke the Agreement; (d) this Agreement shall not be effective until after the revocation period has expired. In the event Kolaric signs this Agreement and returns it to the Company in less than the 21-day period identified above, Kolaric hereby acknowledges that he has freely and voluntarily chosen to waive the time period allotted for considering this Agreement. b. As a material inducement to Kolaric to enter into this Agreement, and except in cases of fraud or gross negligence, ESW, and its divisions, subsidiaries, affiliates and all predecessors, successors, assigns and agents, to the extent permissible by law, do hereby irrevocably and unconditionally release, acquit and forever discharge Kolaric, from any and all charges, complaints, grievances, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs actually incurred), of any nature whatsoever, known or unknown, suspected or unsuspected, joint or several, which ESW has had or may hereafter claim to have had, against Kolaric by reason of any matter, act, omission, cause or event whatever from the beginning of time to the Resignation Date ("Claims"); other than those obligations of Kolaric set forth in this Agreement. This release and waiver of Claims specifically includes, but without limiting the foregoing general terms, the following: Any and all Claims which might have been asserted by Kolaric in any suit, claim, or any of themcharge, occurring prior to the date on which this Amendment is executed, including for or on account of any matter or in any way affecting, concerning or arising out of or founded upon this Amendment things whatsoever that has occurred up to and including the date on which of this Amendment is executedAgreement, including under any and all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executedlaws, including the administration or enforcement of the Loansstatutes, the Obligationsorders, the Loan Agreement regulations, or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties Claim in contract or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimstort.

General Release. Each As further inducement to Agent and Lenders to enter into this Agreement, Borrower and Initial Guarantor may have certain Claims hereby release Agent and Lenders as follows: (as hereinafter defineda) against the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agent, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Initial Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representativesheirs, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released "Releasing Parties”)") do hereby release, acquit and forever discharge Agent and Lenders of and from any and all claims, allegationsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, costs or demands debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilitiesexpenses of every type, of whatever kind or kind, nature, from the beginning of the world to the date on which this Amendment is executeddescription, or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed each as though fully set forth herein at length, which in any way, have, prior to the Effective Date, arisen out of, are connected with or contingentrelated to the Loan Documents, asserted this Agreement or unassertedany earlier and/or other agreement or document referred to therein (collectively, foreseen the "Released Claims"). (b) The agreement of the Releasing Parties, as set forth in the preceding subparagraph (a) shall inure to the benefit of the successors, assigns, insurers, administrators, agents, employees, and representatives of Agent and Lenders. (c) The Releasing Parties have read the foregoing release, fully understand the legal consequences thereof and have obtained the advice of counsel with respect thereto. The Releasing Parties further warrant and represent that they are authorized to make the foregoing release. (d) Each Releasing Party acknowledges that the foregoing release shall extend to Released Claims which the Releasing Party does not know or unforeseensuspect to exist in Releasing Party's favor at the time of executing this Agreement, matured regardless of whether such Released Claims, if known by such Releasing Party, would have materially affected such Releasing Party's decision to enter into this Agreement. Each Releasing Party acknowledges that they are familiar with Section 1542 of the Civil Code of the State of California which provides as follows: A general release does not extend to claims which the creditor does not know or unmaturedsuspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Each Releasing Party waives and relinquishes any right or benefit which it has or may have under Section 1542 of the Civil Code of the State of California and any similar provision of the statutory or non-statutory law of any other jurisdiction, to the full extent that it may lawfully waive all such rights and benefits. In connection with such waiver and relinquishment, each Releasing Party acknowledges that it is aware that it or its attorneys or agents may hereafter discover facts in addition to or different from those which it now knows or believes to exist with respect to the subject matter of this Section 6 or the other parties hereto, but that each Releasing Party intends hereby fully, finally and forever to settle, waive and release all of the Released Claims, known or unknown, suspected or unsuspected, anticipated which now exist or unanticipatedmay exist hereafter between Releasing Parties and Agent and Lenders in connection with the Loan, which such Borrower except as otherwise expressly provided in this Section 6. This foregoing release shall be and remain in effect notwithstanding the discovery or Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason existence of any act such additional or omission different facts. (e) Each Releasing Party warrants and represents that it is the sole and lawful owner of all right, title and interest in and to all of the respective Released Claims released hereby and that it has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any person or entity any such claim or any portion thereof. (f) This release is not to be construed and does not constitute an admission of liability on the part of the Agent or Lenders. This release shall constitute an absolute bar to any Released PartiesClaim of any kind, whether such claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable. The Releasing Parties specifically agree that any attempt to assert a claim barred hereby shall subject each of them, occurring prior them to the date on which this Amendment is executedprovisions of applicable law setting forth the remedies for the bringing of groundless, including on account frivolous or baseless claims or causes of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”)action. Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.___/s/JE /s/KM___ /s/ JE_/s/ KM_____ Borrower's Initials Initial Guarantor's Initials

General Release. Each Borrower Employee hereby fully, finally, and Guarantor may have certain Claims (as hereinafter defined) against completely releases Employer, its predecessors, successors, subsidiaries, shareowners, parent and affiliates and the Released Parties (as hereinafter defined) regarding or relating to the Loan Agreement or the other Financing Agreements. Agentofficers, Lenders, Borrowers and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent and each Lender and their respective directors, officersmanagers, control persons, employees, subsidiaries, branches, affiliatesagents, attorneys, agents, representatives, successors representatives and assigns and all persons, firms, corporations and organizations acting on of any of their behalves them (collectively, the “Released Parties”), of and from any and all liabilities, claims, allegationsactions, losses, expenses, demands, costs, fees, damages and/or causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executedcharacter, whether now known or unknownunknown (collectively, liquidated “Claims”), arising from, relating to, or unliquidatedin any way connected with, fixed any facts or contingentevents occurring on or before the execution of this Release, asserted or unassertedif any, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has, had, claims to have had or hereafter claims to that he/she may have against the Released Parties by reason of Employer or any act or omission on the part of the Released Parties, or including, but not limited to any of them, occurring prior to the date on which this Amendment is executed, including on account such Claims arising out of or in any way affectingrelated to Employee’s employment with the Employer or the termination or end of such employment. Further, concerning Employee waives and releases Employer from any Claims that this Release was procured by fraud or arising out of signed under duress or founded upon coercion so as to make this Amendment Release not binding. Employee confirms that this Release was not procured by fraud, nor signed under duress or coercion. Employee understands and agrees that by signing this Release, he/she is giving up the right to and including pursue any legal Claims that he/she may have against the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement Employer or any of the other Financing Agreements (collectivelyReleased Parties, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents specifically agrees and warrants covenants not to bring any legal action for any Claims released herein, and that it has no knowledge of any claim by it against he will defend, indemnify and hold Employer and the Released Parties harmless from and against all Claims (including legal fees and/or expenses) incurred by the Employer arising from or of relating to any facts or acts or omissions of the Released Parties such Claim. Excluded from this Release, are claims which cannot be waived by law; Employee does waive, however, his/her right to any monetary recovery should any agency pursue any claims on the date hereof would be the basis of a claim by such Borrower or Guarantor against the Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claimshis/her behalf.

General Release. Each Borrower a. By signing this Release, in consideration for the sums of money and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating benefits Employee is eligible to the Loan Agreement or the other Financing Agreements. Agentreceive under this Release, LendersEmployee, Borrowers on behalf of herself and Guarantors desire to resolve each her heirs, representatives, administrators, executors, successors and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth hereinassigns, each Borrower and Guarantor hereby fully irrevocably and unconditionally releases releases, acquits, and forever discharges Agent to the fullest extent permitted by law, the Company and each Lender of its present and their respective former divisions, parent companies, subsidiaries, affiliates, predecessors, successors and assigns, and together with all present and former benefit plans or policies, plan administrators, agents, directors, officers, employees, subsidiariesowners, branches, affiliates, attorneys, agents, representatives, successors representatives and assigns attorneys of all such entities or persons and all personspersons acting by, firmsthrough, corporations and organizations acting on under or in concert with any of their behalves them (collectively, collectively referred to as the “Released Parties”), of and from any and all charges, complaints, claims, allegationsliabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, costs or demands suits, rights, demands, costs, losses, debts and liabilitiesexpenses (including attorney’s fees and costs), of whatever kind or natureany nature whatsoever, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which such Borrower or Guarantor Employee now has, has had, claims or may hereafter claim to have had against each or hereafter claims to have against any of the Released Parties by reason resulting from or arising out of any act matter, act, omission, cause or omission on event whatever that has previously occurred; except that Employee does not waive or release rights reserved under Section 3 of this Release or rights or claims that cannot be lawfully waived. Employee understands that by signing this Release and accepting the part sums of money and benefits described in this Release, Employee is waiving any right to pursue any claim against any of the Released PartiesParties for payments or benefits of any kind (other than those expressly reserved in this Release), as well as claims for back pay, severance pay, liquidated damages, compensatory damages, punitive damages, or any other losses or other damages to Employee or Employee’s property resulting from any claimed violation of themlocal, occurring state or federal law, including, for example (but not limited to), claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Retaliatory Employment Discrimination Act, the Employee Retirement Income Security Act of 1974, The Family Medical Leave Act, the Fair Labor Standards Act, the North Carolina Wage and Hour Act, the North Carolina Retaliatory Employment Discrimination Act, the Genetic Information Nondiscrimination Act, the North Carolina Equal Employment Practices Act, the North Carolina Persons with Disabilities Protection Act, all as amended, and claims under any other federal, state or local law pertaining to Employee’s employment or the termination of her employment. b. This Release does not waive or interfere with any rights Employee may have to file a charge of discrimination with a federal or state administrative agency, provided, however, that Employee acknowledges and agrees that she is not entitled to any personal recovery in any such agency proceeding. 198183625 v3 c. Employee acknowledges that this Release applies both to known and unknown claims that may exist between Employee and the Released Parties as of the date she signs this Release. Employee expressly waives and relinquishes all rights and benefits which Employee may have under any state or federal statute or common law principle that would otherwise limit the effect of this Release to claims known or suspected prior to the date on which Employee signs this Amendment is executedRelease, including on account and does so understanding and acknowledging the significance and consequences of such specific waiver. Employee acknowledges that the benefits provided by the Company under Section 2 of this Release are discretionary in nature and not required of the Company in the absence of this Release and Employee’s release of claims herein, and constitute adequate consideration for the release. d. Employee represents that, as of the date of execution of this Release, she has not filed with any agency or court any complaint or lawsuit against any of the Released Parties (as defined in Section 5 of this Release), and to the best of her knowledge, has no claim, cause of action or rights of actions against the Company arising out of or in any way affecting, concerning connected with her employment with the Company. e. Employee agrees that she will not seek or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including all such loss or damage of apply for re-employment with any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement or any of the other Financing Agreements (collectively, all of the foregoing are the “Claims”). Each Borrower and Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on and Employee waives any right to re-employment or reinstatement with the date hereof would be Company or any other Released Party. Employee acknowledges that it is the basis general policy of a claim by such Borrower or Guarantor against the Released Parties which is Company and its subsidiaries not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release to re-employ individuals with whom it has entered into separation agreements of all Claimsthis nature.

General Release. Effective upon the Closing Date: (a) Each Borrower and Guarantor may have certain Claims (as hereinafter defined) against the Released Parties (as hereinafter defined) regarding or relating Seller, on its behalf and, to the Loan Agreement or fullest extent permitted by applicable Law, on behalf of its respective Affiliates, heirs, legal representatives, successors and assigns (each, a “Releasing Party” and, collectively, the other Financing Agreements. Agent“Releasing Parties”), Lendershereby acknowledges complete satisfaction of and hereby absolutely, Borrowers unconditionally, irrevocably and Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Borrower and Guarantor makes the release contained in this Section. In consideration of Agent’s and Lenders’ entering into this Amendment and agreeing to the substantial concessions as set forth herein, each Borrower and Guarantor hereby fully and unconditionally releases and forever discharges Agent each of the Company, its present and each Lender former Affiliates (including Purchaser), predecessors, successors and assigns, and their respective directors, officers, employeesstockholders, subsidiariesmembers, branchespartners, affiliates, attorneys, agents, representatives, successors agents and assigns and all persons, firms, corporations and organizations acting on any of their behalves employees (collectively, the “Released Parties”), ) of and from any and all claimscommitments, allegationsProceedings, debts, counterclaims, causes of action, costs or demands demands, Losses, and liabilities, compensation of whatever every kind or naturenature whatsoever, from the beginning of the world to the date on which this Amendment is executedpast, present, or future, at law, in equity or otherwise, whether known or unknown, whether contingent or absolute, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, fixed whether foreseeable or contingentunforeseeable, asserted whether anticipated or unassertedunanticipated, foreseen or unforeseen, matured or unmatured, whether suspected or unsuspected, anticipated and whether arising by operating of law or unanticipatedotherwise, including, without limitation, with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule, which such Borrower Releasing Parties, or Guarantor hasany of them, ever have had, claims to have had or hereafter claims to ever in the future may have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, and which are based on acts, events or omissions occurring prior to the date on which this Amendment is executed, including on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date Closing Date, including, without limitation, any acts, events or omissions arising out of or based on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of Releasing Party’s relationship with the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Loans, the Obligations, the Loan Agreement Company or any of its present or former Affiliates or predecessors, such Releasing Party’s rights or status as a stockholder of the other Financing Agreements Company or any of its present or former Affiliates or predecessors (collectively, all of the foregoing are the “Released Claims”); provided, however, that nothing in this Section 5.4 shall release, acquit, or discharge, and the term “Released Claims” shall not include, in any respect (i) any rights that a Releasing Party may have under this Agreement or the other documents and agreements executed and delivered pursuant to this Agreement including the Stock Purchase Agreement, dated as of the date hereof, between the Company and Purchaser or any other documents or agreements executed and delivered pursuant to such Stock Purchase Agreement, (ii) any rights that a Releasing Party may have or bring arising under the Organizational Documents of the Company, or any other rights of indemnification or constitution of law or in equity, (iii) any rights that a Releasing Party, including for the avoidance of doubt, any current or former member of the board of the Company appointed by such Releasing Party, may have under the Company’s statutory indemnification procedures, any director indemnity agreements as in effect at the date hereof and any D&O insurance and indemnification policies as in effect at the date hereof, (iv) any rights Prentice or its Affiliates may have under its Secured Subordinated Promissory Note, dated August 13, 2012 and amended as of November 13, 2012 between the Company and Prentice, which shall be released by a separate release upon payment thereof, or (v) any rights Rho or its Affiliates may have under its Secured Subordinated Convertible Promissory Note, dated August 13, 2012 and amended as of November 13, 2012 between the Company and Rho, which shall be released by a separate release upon payment thereof. Each Borrower and Guarantor represents and warrants Seller, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of the Releasing Parties, hereby waives any rights it may have under any Law which provides that a general release does not extend to claims which the releasing party does not know or suspect to exist in its favor at the time of executing the release, which if known by it may have materially affected its settlement. Each Seller, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of its Releasing Parties, acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of the claims released hereby, but each Seller, on its behalf and on behalf of the Releasing Parties, intends to and, by operation of this Agreement shall have, fully, finally and forever settled and released any and all Released Claims without regard to the subsequent discovery of existence of such different or additional facts. (b) Each Seller represents, warrants, covenants and agrees that it (i) has no knowledge of not (and to its knowledge, its Releasing Parties have not) and will not (and will use its reasonable best efforts to cause its Releasing Parties not to) assign any claim by it Released Claim or possible Released Claim against any Released Party, (ii) fully intends to release all Released Claims against the Released Parties Parties, including, without limitation, unknown and contingent Released Claims (other than those specifically reserved above), and (iii) has consulted with counsel with respect to the matters covered hereby and has been fully apprised of the consequences hereof. (c) Each Seller covenants and agrees not to, and agrees to use its reasonable efforts to cause its respective Affiliates not to, whether in its own capacity, as successor, by reason of assignment or of otherwise, assert, institute or join in, or assist or encourage any facts third party in asserting, any litigation or acts or omissions Proceeding against any of the Released Parties which on the date hereof would be the basis of a claim by such Borrower or Guarantor against the with respect to any Released Parties which is not released hereby. Each Borrower and Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.