Common use of Participant Release Clause in Contracts

Participant Release. In each case, effective solely upon the Closing of the transactions contemplated in the Acquisition Agreement: (i) PARTICIPANT hereby irrevocably, unconditionally and completely (i) releases, acquits and forever discharges the Company, its affiliates, and the TI Group of Companies, and each of its and their past, present and future assigns and representatives, agents, directors, officers, managers, employees, affiliates, stockholders or members, partners and controlling persons of any of the foregoing (collectively, the “Company Releasees”) from any past, present or future commitment, dispute, claim, controversy, demand, right, obligation, liability, action or cause of action, including any unknown, unsuspected or undisclosed claim, including with respect to services provided to the Company and its affiliates prior to the date hereof, and any rights under the Company’s 2018 Equity Incentive Plan and any option awards granted thereunder (each, a “Participant Claim”) and (ii) covenants not to sue any of the Company Releasees with respect to any Participant Claims that are released pursuant hereto or that PARTICIPANT has had, now has or may have at any future time by reason of any cause, matter or thing whatsoever, directly or indirectly related to any action taken or omitted to be taken by each of the Company Releasees at any time on or prior to the execution of this Agreement. Notwithstanding anything herein to the contrary, released Participant Claims shall not include, and nothing in this Agreement is intended to, nor does it, limit, impair or otherwise modify or affect, any claims or rights that PARTICIPANT had, has or may have (A) as an officer, manager or director of the Company or any of its subsidiaries with respect to any claims or rights to indemnification or exculpation under the Company’s or such subsidiaries’ organizational documents, any indemnification agreement as in effect immediately prior to the Closing or any applicable directors’ and officers’ insurance policies in accordance with their terms as in effect from time to time, (B) under this Agreement, the Rollover Agreement, the A&R LLC Agreement (as defined in the Rollover Agreement) or any agreement executed in connection therewith, (C) to accrued but unpaid wages, unreimbursed business expenses and accrued benefits, (D) relating to or arising out of fraud, willful misconduct or gross negligence and/or (E) that cannot be waived by law. (ii) For the purpose of implementing a full and complete release and discharge of the Company Releasees, PARTICIPANT expressly acknowledges that the foregoing release is intended to include in its effect all Participant Claims which does not know or suspect to exist in PARTICIPANT’S favor against any of the Company Releasees (including unknown and contingent Participant Claims), and that the foregoing release expressly contemplates the extinguishment of all such Participant Claims (except to the extent expressly set forth herein). Further, PARTICIPANT acknowledges that nothing in this Agreement precludes PARTICIPANT from filing a charge of discrimination or a like charge or complaint with a state or local fair employment practice agency. However, on and after the Closing, PARTICIPANT understands and acknowledges that PARTICIPANT may not receive a monetary award or any other form of personal relief from any Company Releasee in connection with any such charge or complaint that PARTICIPANT files or that is filed on PARTICIPANT’S behalf. (iii) PARTICIPANT acknowledges that PARTICIPANT may hereafter discover facts in addition to or different from those which PARTICIPANT now knows or believes to be true with respect to the subject matter of the Participant Claims, but PARTICIPANT intends to and, by operation of this Agreement shall have, fully, finally and forever settled and released any and all Participant Claims without regard to the subsequent discovery of existence of such different or additional facts. (iv) PARTICIPANT represents, warrants, covenants and agrees that PARTICIPANT has not and will not assign or transfer any Participant Claim or possible Participant Claim against any Company Releasee. (v) PARTICIPANT agrees that PARTICIPANT has personally read and understands this provisions of this Section 13(a) and has, prior to the execution hereof, had the opportunity to receive independent legal advice in respect hereof.

Participant Release. In each case, effective solely upon the Closing of the transactions contemplated in the Acquisition AgreementClosing: (ia) PARTICIPANT Participant hereby irrevocably, unconditionally and completely (i) releases, acquits and forever discharges the Company, its affiliates, and the TI Group of CompaniesGroup, and each of its and their past, present and future assigns and representatives, agents, directors, officers, managers, employees, affiliates, stockholders or members, partners and controlling persons of any of the foregoing (collectively, the “Company Releasees”) from any past, present or future commitment, dispute, claim, controversy, demand, right, obligation, liability, action or cause of action, including any unknown, unsuspected or undisclosed claim, including with respect to services provided to the Company and its affiliates prior to the date hereof, and any rights under the Company’s 2018 Equity Incentive Plan and any option Option awards granted thereunder (each, a “Participant Claim”) and (ii) covenants not to sue any of the Company Releasees with respect to any Participant Claims that are released pursuant hereto or that PARTICIPANT Participant has had, now has or may have at any future time by reason of any cause, matter or thing whatsoever, directly or indirectly related to any action taken or omitted to be taken by each of the Company Releasees at any time on or prior to the execution of this Agreement. Notwithstanding anything herein to the contrary, released Participant Claims shall not include, and nothing in this Agreement is intended to, nor does it, limit, impair or otherwise modify or affect, any claims or rights that PARTICIPANT Participant had, has or may have (A) as an officer, manager or director of the Company or any of its subsidiaries with respect to any claims or rights to indemnification or exculpation under the Company’s or such subsidiaries’ organizational documents, any indemnification agreement as in effect immediately prior to the Closing or any applicable directors’ and officers’ insurance policies in accordance with their terms as in effect from time to time, (B) under this Agreement, the Rollover Agreement, the A&R LLC Agreement (as defined in the Rollover Agreement) or any agreement executed in connection therewith, (C) to accrued but unpaid wages, unreimbursed business expenses and accrued benefits, (D) relating to or arising out of fraud, willful misconduct or gross negligence and/or (E) that cannot be waived by law. (iib) For the purpose of implementing a full and complete release and discharge of the Company Releasees, PARTICIPANT Participant expressly acknowledges that the foregoing release is intended to include in its effect all Participant Claims which does not know or suspect to exist in PARTICIPANT’S Participant’s favor against any of the Company Releasees (including unknown and contingent Participant Claims), and that the foregoing release expressly contemplates the extinguishment of all such Participant Claims (except to the extent expressly set forth herein). Further, PARTICIPANT Participant acknowledges that nothing in this Agreement precludes PARTICIPANT Participant from filing a charge of discrimination or a like charge or complaint with a state or local fair employment practice agency. However, on and after the Closing, PARTICIPANT Participant understands and acknowledges that PARTICIPANT Participant may not receive a monetary award or any other form of personal relief from any Company Releasee in connection with any such charge or complaint that PARTICIPANT Participant files or that is filed on PARTICIPANT’S Participant’s behalf. (iiic) PARTICIPANT Participant acknowledges that PARTICIPANT Participant may hereafter discover facts in addition to or different from those which PARTICIPANT Participant now knows or believes to be true with respect to the subject matter of the Participant Claims, but PARTICIPANT Participant intends to and, by operation of this Agreement shall have, fully, finally and forever settled and released any and all Participant Claims without regard to the subsequent discovery of existence of such different or additional facts. (ivd) PARTICIPANT Participant represents, warrants, covenants and agrees that PARTICIPANT Participant has not and will not assign or transfer any Participant Claim or possible Participant Claim against any Company Releasee. (ve) PARTICIPANT Participant agrees that PARTICIPANT Participant has personally read and understands this provisions of this Section 13(a) 4.1 and has, prior to the execution hereof, had the opportunity to receive independent legal advice in respect hereof.