Common use of Release Clause in Contracts

Release. Notwithstanding anything set forth herein to the contrary, effective as of the Closing Time, in consideration of the mutual covenants and agreements contained herein, Releasor hereby irrevocably releases and forever discharges the Company and each of its affiliates and subsidiaries and its individual, joint or mutual, past, present and future directors, officers, managers, members, owners, employees, representatives, agents, successors, assigns, heirs, executors and administrators (collectively, the “Released Persons”) of and from all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards and judgments whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter, thing or cause whatsoever, from the beginning of the world to the Avalon Closing based upon, related to or arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or any of the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the Company.

Release. Notwithstanding anything set forth herein Reference is made to the contrarythat certain Employment Agreement, effective dated as of March 2, 2021 (the Closing Time“Agreement”), by and among A▇▇▇ Malhari (“Employee”), M▇▇▇-▇▇▇▇ UK Ltd. (the “Company”), and M▇▇▇-▇▇▇▇ Realty Corporation, a Maryland corporation (the “Parent”). Capitalized terms used in this Release and not defined herein shall have the meanings assigned to them in the Agreement. In further consideration of the mutual covenants undertaken pursuant to the Agreement, including, without limitation, the payments and agreements contained hereinbenefits described therein, Releasor Employee hereby irrevocably waives, releases and forever discharges the Company and each any of its predecessors, parents, subsidiaries, affiliates and related companies, and all of their respective past and present parents, subsidiaries and its individualaffiliates, joint or mutualand all of their respective past and present employees, past, present and future directors, officers, managers, members, owners, employeesattorneys, representatives, insurers, agents, successorsshareholders, assigns, heirs, executors successors and administrators assigns (individually and collectively, the “Released PersonsCompany Releasees”) of ), from and from with respect to any and all manner of demands, legally waivable claims, suitsgrievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningssuits, controversiesarbitrations, omissionssums of money, promisesattorneys’ fees, trespasses, debts, liabilities, obligations, lossescosts, damages, orders, writs, injunctions, citations, awards and judgments whatsoever, in law or in equity which Releasor ever had, now has any right to any monetary recovery or hereafter can, shall or may have, against the Released Personsany other personal relief, whether known or unknown, suspected in law or unsuspectedin equity, matured by contract, tort or unmaturedpursuant to federal, fixed state or contingentlocal statute, forregulation, ordinance or common law, which Employee now has, ever had, or may hereafter have, based upon or by reason arising from any fact or set of any matterfacts, thing whether known or cause whatsoeverunknown to Employee, from the beginning of time until the world to Termination Date. Without limiting the Avalon Closing based upongenerality of the foregoing, related to this waiver, release and discharge includes any claim or arising from any obligation right asserted or which could have been asserted by Employee against the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or and/or any of the Company Releasees based upon or arising under any federal, state or local tort, fair employment practices, equal opportunity, or wage and hour laws, including, but not limited to, the common law of the State of New York and the State of New Jersey, Title VII of the Civil Rights Act of 1964, the New York State Human Rights Law, the New York City Human Rights Law, the Americans with Disabilities Act, the Age Discrimination in Employment Act, 42 U.S.C. Section 1981, the Equal Pay Act of 1963, the Fair Labor Standards Act of 1938, the New York Labor Law, the New Jersey Law Against Discrimination, the New Jersey Wage and Hour Law, the New Jersey Family Leave Act, the New Jersey Conscientious Employee Protection Act, and the Employee Retirement Income Security Act of 1974, including all amendments thereto.1 Notwithstanding the generality of the foregoing, nothing herein constitutes a release or waiver by Employee of: (i) any claim or right that may first arise after the Termination Date; (ii) any right to payments or benefits pursuant to Section 6 of the Agreement that will be due to Employee upon the due execution and delivery, and nonerevocation, of this Release in accordance with Section 7 of the Agreement; (iii) any claim or right to indemnification, advancement, defense or reimbursement that Employee may have pursuant to any applicable indemnification agreements, any applicable D&O policies or any similar insurance policies, Parent’s bylaws, as amended, or under applicable law; or (iv) any claim Employee may have as a stockholder of Parent. 1 If requested by Parent, to additionally include a customary United Kingdom release of claims in a form acceptable to Parent and compliant with the provisions of section 203 of the Employment Rights Act in the United Kingdom. Employee acknowledges that she has a right by written notice to the Company in accordance with the notice provisions set forth herein or therein, or (yin Section 13(a) operate to release any obligation of the Company Agreement to defendrevoke this Release within seven (7) days after delivery thereof, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of which revocation shall result in the Company provided consequences set forth in any contract or agreement with the CompanyAgreement, any insurance policy of the Company or the formation or organizational documents of the Company.including, without limitation, Section 7 thereof. Dated: ___________ A▇▇▇ Malhari

Release. Notwithstanding anything set forth herein (a) If the BCA and ▇▇▇ are terminated pursuant to Section 3(a) and Section 3(b) of this Agreement, at the contraryTermination Time SPAC, effective as for itself and on behalf of each of its Affiliates, equity holders, partners, joint venturers, lenders, administrators, representatives, stockholders, parents, subsidiaries, officers, directors, attorneys, employees, agents, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns, shall absolutely, forever and fully release and discharge each of the Closing TimeCompany, in consideration of the mutual covenants Parent and agreements contained herein, Releasor hereby irrevocably releases Merger Sub and forever discharges the Company its Affiliates and each of its affiliates and subsidiaries and its individual, joint or mutual, past, their respective present and future former direct and indirect equity holders, directors, officers, managersemployees, memberspredecessors, ownerspartners, employeesstockholders, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and assigns, heirsand each of them, executors and administrators (collectively, the “Released Persons”) of and from all manner of claims, contentions, rights, debts, liabilities, demands, claimsaccounts, suitsreckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards and judgments of any kind whatsoever, whether due or owing in law the past, present or in equity which Releasor ever hadfuture and whether based upon contract, now has tort, statute or hereafter canany other legal or equitable theory of recovery, shall or may have, against the Released Persons, and whether known or unknown, suspected or unsuspected, matured asserted or unmaturedunasserted, fixed or contingent, formatured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from or relating to the BCA, the SID, the Ancillary Agreements and the Transactions (the “SPAC Released Claims”). (b) If the BCA and SID are terminated pursuant to Section 3(a) and Section 3(b) of this Agreement, at the Termination Time each of the Company, Parent and Merger Sub, for itself and on behalf of its Affiliates, equity holders, partners, joint venturers, lenders, administrators, representatives, stockholders, parents, subsidiaries, officers, directors, attorneys, employees, agents, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns, shall absolutely, forever and fully release and discharge SPAC and its Affiliates and each of their respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, stockholders, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and assigns, and each of them, from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from or relating to the BCA, the SID, the Ancillary Agreements and the Transactions (the “Company Released Claims.” and together with the SPAC Released Claims, the “Released Claims”). (c) Each of the BCA Parties acknowledges that, if the BCA and ▇▇▇ are terminated pursuant to Section 3(a) and Section 3(b) of this Agreement, there is a risk that subsequent to the execution of this Agreement, a BCA Party may discover, incur or suffer Released Claims that were unknown or unanticipated at the time of the execution of this Agreement, and which, if known on the date of the execution of this Agreement, might have affected such BCA Party’s decision to enter into and execute this Agreement. Each of the BCA Parties hereby agrees that, by reason of any matterthe releases contained herein, thing or cause whatsoever, from the beginning each of the world BCA Parties is assuming the risk of such unknown Released Claims and agrees that this Agreement applies to the Avalon Closing based uponall Released Claims, related to or arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall including unknown Released Claims. (xd) extend to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or any Each of the provisions set forth herein or therein, or (y) operate to release any obligation BCA Parties acknowledges that it is familiar with Section 1542 of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director Civil Code of the Company provided in any contract or agreement with the CompanyState of California (“Section 1542”), any insurance policy of the Company or the formation or organizational documents of the Company.which provides as follows:

Release. Notwithstanding anything set forth herein to the contrary, effective Effective as of the Closing TimeDate, in consideration each of Parent, the mutual covenants Surviving Corporation and agreements contained hereinits Subsidiaries (each a “Releasor”), Releasor on behalf of itself and its Related Parties, hereby irrevocably releases releases, acquits and forever discharges discharges, to the Company fullest extent permitted by Applicable Law, each Fully-Diluted Stockholder, The Jordan Company, L.P., The Resolute Fund III, L.P., and each of its affiliates and subsidiaries and its individual, joint or mutual, their respective past, present and or future directors, officers, managers, members, owners, employees, representatives, agents, successors, assigns, heirs, executors and administrators Non-Recourse Parties (collectively, the each a “Released PersonsReleasee”) of of, from and from against any and all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningsclaims, controversiesdemands, omissionsdamages, promises, trespassesjudgments, debts, liabilitiesdues and suits to the extent arising out of or relating to (a) the ownership of the business of the Company and the Subsidiaries on or prior to the Closing Date, obligations(b) this Agreement and the transactions contemplated hereby, losses(c) any inaccuracy or breach of any representation or warranty or the breach of any covenant, damages, orders, writs, injunctions, citations, awards undertaking or other agreement contained in this Agreement and judgments whatsoever, in law the Disclosure Schedule or in equity any certificate contemplated hereby and delivered in connection herewith, or (d) any information, documents or materials furnished by or on behalf of the Fully-Diluted Stockholder, the Company and the Subsidiaries (collectively, “Claims”) and which such Releasor or its Related Parties ever had, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon have on or by reason of any matter, cause or thing or cause whatsoever, whatsoever from the beginning of time until and through the world Closing Date. Each Releasor agrees not to, and agrees to cause its respective Affiliates and Subsidiaries not to, assert any Claim against the Avalon Closing based uponReleasees. Notwithstanding the foregoing, related to or arising from any obligation by the Company to pay the Board Fees; providedeach Releasor and its respective heirs, howeverlegal representatives, that nothing contained herein shall (x) extend to any proceeding to enforce successors and assigns retains, and does not release, its rights, remedies and interests under the terms of, or any breach of, of this Agreement, the other documents and instruments delivered hereunder or any of the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company Related Agreements or the formation R&W Insurance Policy, under Article IX or organizational documents in respect of the CompanyFraud.

Release. Notwithstanding anything set forth herein to (a) Effective upon the contraryClosing, effective as each Seller, on his or its behalf and on behalf of the Closing Time, in consideration of the mutual covenants and agreements contained herein, Releasor hereby irrevocably releases and forever discharges the Company and each of its affiliates its, his and subsidiaries and its individual, joint or mutual, their respective past, present and/or future Representatives or Affiliates, and future directorsany heir, officersexecutor, managersadministrator, members, owners, employees, representatives, agents, successors, assigns, heirs, executors and administrators successor or assign of any of the foregoing (collectively, the “Seller Releasing Parties”), hereby unconditionally, irrevocably and fully and forever releases and discharges Buyer and each member of the Company Group and each of the foregoing’s respective past, present and/or future Representatives or Affiliates, and its members, heirs, executors, administrators, successors and assigns (collectively, the “Buyer Released PersonsParties”) of and from any and all manner of demandsLegal Proceedings, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningsexecutions, controversiesjudgments, omissions, promises, trespassesduties, debts, liabilitiesdues, obligationsaccounts, lossesbonds, damagesContracts and covenants (whether express or implied), ordersLosses, writs, injunctions, citations, awards Liabilities and judgments claims and demands whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, existing or claimed to exist, fixed or contingent, forsuspected or unsuspected, upon and whether or by reason not concealed or hidden for any reason, both at law and in equity and whether arising out of a statute, Contract, tort or otherwise that any of the Seller Releasing Parties may have against each of the Buyer Released Parties, now or in the future, in each case in respect of any mattercause, matter or thing relating to the Company Group or cause whatsoever, from the beginning any actions taken or failed to be taken by any of the world Buyer Released Parties in any capacity related to the Avalon Closing based uponCompany Group or ownership of Equity Securities of the Company, related to in each case, occurring or arising from any obligation by on or prior to the Company to pay the Board FeesClosing Date; provided, however, that nothing contained herein in this Section 6.06(a) shall waive, discharge or release any Buyer Released Parties from (xi) extend to Liabilities under this Agreement or under any proceeding to enforce the terms of, or any breach of, this other Transaction Agreement, the other documents and instruments delivered hereunder or any of the provisions set forth herein or therein, or (yii) operate in the case of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, (A) Liabilities arising in the Ordinary Course of Business pursuant to release ▇▇. ▇▇▇▇▇▇▇’▇ employment by the Company, including any obligation salary, benefits, vacation pay and other remuneration payable to ▇▇. ▇▇▇▇▇▇▇ in his capacity as an employee of the Company to defendCompany, indemnify or hold harmless Releasor arising out provided that, in the case of or relating to Releasor’s service as a former director of any such salary, vacation pay and other remuneration payable, such amounts do not exceed the amounts accrued in the Final Closing Statement, (B) any severance amounts owed by the Company provided as set out in any contract or ▇▇. ▇▇▇▇▇▇▇’▇ employment agreement with the Company, and (C) claims for indemnification by a Company Group member provided by statute or pursuant to its Organizational Documents to the extent that the Liability to which such indemnification claim relates arises as a result of a failure by any insurance policy member of the Company or Group, after the formation or organizational documents Closing Date, to meet its obligations under applicable Laws. (b) Effective upon the Closing, the Company, on its behalf and on behalf of each member of the CompanyCompany Group, and their respective successors and assigns (the “Company Releasing Parties”), hereby unconditionally, irrevocably and fully and forever release and discharge the Sellers, and their respective shareholders, heirs, executors, administrators, successors and assigns (collectively, the “Seller Released Parties”) from any and all Legal Proceedings, causes of action, executions, judgments, duties, debts, dues, accounts, bonds, Contracts and covenants (whether express or implied), Losses, Liabilities and claims and demands whatsoever, whether known or unknown, matured or unmatured, existing or claimed to exist, fixed or contingent, suspected or unsuspected, and whether or not concealed or hidden for any reason, both at law and in equity and whether arising out of a statute, Contract, tort or otherwise, arising from conduct of any of the Seller Released Parties as an officer, director or employee of the Company Group or arising out of Sellers’ ownership of Shares, in each case occurring or arising on or prior to the Closing Date; provided that nothing contained in this Section 6.06(b) shall release the Seller Released Parties from their Liabilities (a) under this Agreement or any other Transaction Agreement, and (b) to any of the Company Releasing Parties arising out of any criminal acts or acts or omissions by such Person in any capacity that are not permitted, pursuant to applicable corporate Law, to be indemnified for under the Organizational Documents of the applicable member of the Company Group.

Release. Notwithstanding anything set forth herein to In consideration for the contraryPurchase Price and the Subject Shares, effective as applicable, as of and following the Closing TimeDate, in consideration of (a) Shareholder knowingly, voluntarily and unconditionally releases, forever discharges, and covenants not to s▇▇ Parent, Merger Sub and the mutual covenants Surviving Corporation from or for any and agreements contained herein, Releasor hereby irrevocably releases and forever discharges the Company and each of its affiliates and subsidiaries and its individual, joint or mutual, past, present and future directors, officers, managers, members, owners, employees, representatives, agents, successors, assigns, heirs, executors and administrators (collectively, the “Released Persons”) of and from all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningsdemands, controversies, omissions, promises, trespassessuits, debts, obligations, liabilities, obligationsdamages, losses, damages, orders, writs, injunctions, citations, awards costs and judgments expenses (including attorneys’ fees) of every kind or nature whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, actual or potential, suspected or unsuspected, matured fixed or unmaturedcontingent, that such Shareholder has or may have, now or in the future, arising out of, relating to, or resulting from any act or omission, error, negligence, breach of contract, tort, violation of law, matter or cause whatsoever from the beginning of time to the Closing Date and (b) each of Parent and Merger Sub knowingly, voluntarily and unconditionally releases, forever discharges, and covenants not to, and shall cause the Surviving Corporation not to, s▇▇ Shareholder from or for any and all claims, causes of action, demands, suits, debts, obligations, liabilities, damages, losses, costs and expenses (including attorneys’ fees) of every kind or nature whatsoever, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent, forthat Parent, upon Merger Sub or by reason the Surviving Corporation has or may have, now or in the future, arising out of, relating to, or resulting from any act or omission, error, negligence, breach of any mattercontract, thing tort, violation of law, matter or cause whatsoever, whatsoever from the beginning of the world time to the Avalon Closing based upon, related to or arising from any obligation by the Company to pay the Board FeesDate; provided, however, that nothing contained herein the foregoing release shall (x) extend not apply to any proceeding claims arising out of this Agreement. The Surviving Corporation shall be an express third-party beneficiary of this Section 5.4, entitled to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or any of the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service hereof as if a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the Companyparty hereto.

Release. Notwithstanding anything set forth herein Each Obligor, each Obligor’s respective successors-in-title, legal representatives, and assignees and, to the contraryextent the same is claimed by right of, effective as of the Closing Timethrough, in consideration of the mutual covenants or under any Obligor, their past, present, and agreements contained hereinfuture employees, Releasor agents, representatives, officers, directors, shareholders, and trustees, do hereby irrevocably releases forever remise, release, and forever discharges the Company discharge each Lender Party, and each of its affiliates Lender Party’s respective successors-in-title, affiliates, subsidiaries, legal representatives, and subsidiaries and its individual, joint or mutualassignees, past, present present, and future officers, directors, officersshareholders, managerstrustees, members, ownersagents, employees, representativesconsultants, agentsexperts, successorsadvisors, assignsattorneys, heirs, executors and administrators other professionals (collectively, the “Released PersonsLender Group”) of ), from any and from all manner of demands, claims, suits, action and actions, litigation, arbitrations, proceedings, causes cause and causes of action, defenses, counterclaims, setoffs, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, ordersjudgments, writsexpenses, injunctionsexecutions, citationsliens, awards and judgments whatsoeverclaims of liens, in law claims of costs, penalties, attorneys’ fees, or any other compensation, recovery, or relief (including subordination of claims) (collectively, “Claims”) on account of any loss, liability, obligation, demand, or cause of action of whatever nature relating to, arising out of, or in equity which Releasor ever hadconnection with the Loan Agreement or any other Finance Document, including, but not limited to, acts, omissions to act, actions, negotiations, discussions, and events resulting in the finalization and execution of this Fourth Waiver or the Forbearance and Waiver Agreement, as, among, and between the Obligors and the Lender Parties, such Claims whether now has accrued and whether now known or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter, thing or cause whatsoeverdiscovered, from the beginning of time through the world to the Avalon Closing based upondate hereof, related to and specifically including, without any limitation, any claims of liability asserted or that could have been asserted with respect to, arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms out of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or any of the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract manner whatsoever connected directly or agreement indirectly with the Company, any insurance policy of the Company or the formation or organizational documents of the Company“lender liability-type” claim.

Release. Notwithstanding anything set forth herein to the contrary, effective Effective as of the Closing TimeClosing, in consideration except for any rights or obligations under this Agreement or pursuant to Section 3.15 of the mutual covenants Company LLC Agreement, each of Seller and agreements contained hereinBuyer, Releasor hereby irrevocably releases on their own behalf and forever discharges the Company on behalf of each of their respective Affiliates and each of its affiliates and subsidiaries and its individualcurrent, joint or mutual, past, present former and future officers, directors, officersemployees, managerspartners, members, ownersadvisors, employeessuccessors and assigns (collectively, representativesas applicable, agentsthe “Releasors”), successorshereby irrevocably and unconditionally releases, assignsforever discharges and waives any Claims, heirsdemands, executors causes of action, liabilities (whether absolute, accrued, contingent, fixed or otherwise, whether due or to become due, whether known or unknown), and administrators Losses whatsoever that any Releasor has or may in the future have, regardless of the Law or legal theory under which the foregoing may be sought to be imposed, whether at law, in equity, contract, tort or otherwise, against (x) in the case of Seller, any of Buyer, the Company or any of their respective Affiliates or their and their Affiliates’ Representatives and (y) in the case of Buyer, Seller or any of its Affiliates or its and their Affiliates’ Representatives (collectively, the “Released PersonsReleasees”), in each case (including future Claims) of and arising out of, resulting from all manner of demands, claims, suits, or relating to actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promisesfacts or circumstances occurring, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards and judgments whatsoever, in law arising or existing on or prior to the Closing or in equity which Releasor ever had, now has or hereafter can, shall or may have, against connection with the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter, thing or cause whatsoever, from the beginning consummation of the world to the Avalon Closing based upon, related to or arising from any obligation by the Company to pay the Board FeesTransactions; provided, howeverthat, that nothing contained herein with respect to Seller and its Affiliates and its and their respective successors and assigns, the release in this Section 6.4 shall only apply to Claims in Seller’s capacity as a member of the Company (x) extend and for the avoidance of doubt, shall not apply to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder Claims that Seller or any of its Affiliates may have against the provisions set forth herein or therein, or (y) operate to release applicable Releasees under any obligation of Contract they may have with the Company to defend(other than, indemnify or hold harmless Releasor arising out for the avoidance of or relating to Releasor’s service as a former director of doubt, the Company provided in LLC Agreement)). Each Releasor shall refrain from, directly or indirectly, asserting any contract Claim or agreement with the Companydemand or commencing, instituting or causing to be commenced, any insurance policy action of any kind against the Company or Releasees based upon any matter released pursuant to this Section 6.4. For the formation or organizational documents avoidance of the Companydoubt, this Section 6.4 shall not survive any termination of this Agreement.

Release. Notwithstanding anything set forth herein to the contrary, effective as of (a) If and only if the Closing Timeoccurs, in consideration of the mutual covenants and agreements contained hereinSeller, Releasor hereby irrevocably releases and forever discharges the Company and each of for itself, its affiliates and subsidiaries Affiliates and its individual, joint or mutual, past, present successors and future directors, officers, managers, members, owners, employees, representatives, agents, successors, assigns, heirs, executors and administrators their respective Affiliates (collectively, the “Seller Releasors”), hereby forever fully and irrevocably releases and discharges each of the Buyer, the Companies and the Financing Sources (including the Debt Financing Sources and the Sponsors), their respective Affiliates, and each of their respective predecessors, successors, direct or indirect Subsidiaries and past and present equityholders, managers, directors, officers, employers agents and other Representatives (collectively, the “Buyer Released PersonsParties”) of from any and from all manner of demandsactions, suits, claims, suitsdemands, actionsdebts, litigationagreements, arbitrationsobligations, proceedingspromises, causes judgments, or liabilities of any kind whatsoever in law or equity and causes of actionaction of every kind and nature, reckoningsor otherwise (including, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, claims for damages, orderscosts, writsexpense, injunctionsand attorneys’, citationsbrokers’ and accountants fees and expenses) arising out of or related to events, awards and judgments whatsoeverfacts, in law conditions or in equity circumstances existing or arising prior to the Closing Date, which Releasor ever had, now has or hereafter the Seller Releasors can, shall or may have, have against the Buyer Released PersonsParties, whether known or unknown, suspected or unsuspected, matured unanticipated as well as anticipated (collectively, the “Seller Released Claims”), and hereby irrevocably agree to refrain from directly or unmaturedindirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, fixed action, or contingentproceeding of any kind, forin any court or before any tribunal, against any Buyer Released Party based upon any Seller Released Claim. Each of the Seller Releasors acknowledges and agrees that it shall not initiate any Proceedings or otherwise make any claims against the Buyer Released Parties by reason of the fact that such Person was a stockholder, member, director, manager officer or employee of any matterCompany or was serving at the request of any Company as a director, thing manager, officer or cause whatsoeveremployee of another entity (whether such claim is for judgments, from the beginning of the world damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise) (b) Notwithstanding anything to the Avalon Closing based uponcontrary in this Section 7.06, related to no “Buyer Released Claims” shall include, and the provisions of this Section 7.06 shall not release or otherwise diminish the obligations of any Party set forth in or arising from under any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, provisions of this Agreement or any breach of, this Related Agreement, the other documents and instruments delivered hereunder or any of the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the Company.

Release. Notwithstanding anything set forth herein to the contrary, effective Effective as of the Closing TimeDate, in consideration each of the mutual covenants Shareholders on his own behalf and agreements contained hereinon behalf of his past, Releasor present or future affiliates, agents, attorneys, heirs, beneficiaries, representatives, successors and assigns (collectively, the “Releasing Parties”), hereby absolutely, unconditionally and irrevocably releases RELEASES and forever discharges FOREVER DISCHARGES the Company Corporation and the Buyer and each of its affiliates and subsidiaries and its individual, joint or mutual, their respective past, present or future parent entities, divisions, affiliates, subsidiaries, shareholders, members, partners, limited partners, and future their respective present and former directors, managing directors, officers, managerscontrol persons, members, ownersshareholders, employees, agents, attorneys, administrators, representatives, agents, successors, assigns, heirs, executors successors and administrators assigns (collectively, the “Released PersonsParties”) of from any and from all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespassessuits, debts, liabilities, obligations, lossessums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, ordersjudgments, writsexecutions, injunctions, citations, awards claims and judgments whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Personsdemands, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed absolute or contingent, for, upon direct or indirect or nominally or beneficially possessed or claimed by reason of any matter, thing or cause whatsoever, from the beginning of the world to Releasing Parties, whether the Avalon Closing based uponsame be at law, related to in equity or mixed, which such Releasing Party ever had or now has, or hereafter can, shall or may have against the Released Parties, in respect of or arising from any obligation by and all agreements and obligations incurred on or prior to the Company date hereof, or in respect of or arising from any event occurring or circumstances existing on or prior to pay the Board Feesdate hereof (collectively the “Released Claims”); provided, however, that nothing contained herein the Released Parties shall not be released from any of their obligations or liabilities to the Releasing Parties (xand none of such obligations and liabilities shall be Released Claims) extend to any proceeding to enforce the terms of, arising under (i) this Agreement or any breach ofother agreement delivered in connection herewith, this Agreement(ii) rights to reimbursement for claims incurred prior to the date hereof under the Employee Benefit Plans, (iii) any base salary and normal perquisites accrued since the other documents and instruments delivered hereunder last payroll date of the Corporation; (iv) claims for defense and/or indemnification by the Corporation pursuant to the By-Laws of the Corporation or any of the provisions set forth herein Subsidiaries or thereinunder the statutes of the states of incorporation of the Corporation or the Subsidiaries for claims against the Shareholders or any of them arising from their positions as directors, officers or managers of the Corporation, the Subsidiaries or the Joint Ventures; or (v) claims of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or his heirs or estate for payments due under a certain Deferred Compensation Agreement with the Corporation, dated as of April 5, 1989. Each of the Releasing Parties hereby expressly waives any rights such Releasing Party may have under the statutes of any jurisdiction or common law principles of similar effect, to preserve Released Claims which such Releasing Party does not know or suspect to exist in such Releasing Party’s favor at the time of executing this Agreement. Each of the Releasing Parties understands and acknowledges that it may discover facts different from, or (y) operate in addition to, those which it knows or believes to be true with respect to the claims released herein, and agrees that the terms of this release shall be and remain effective in all respects notwithstanding any obligation subsequent discovery of different and/or additional facts. Should any Releasing Party discover that any fact relied upon in entering into this release was untrue, or that any fact was concealed, or that an understanding of the Company facts of law was incorrect, no Releasing Party shall be entitled to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service any relief as a former director result thereof, and the Releasing Parties surrender any rights they might have to rescind this release on any ground. This release is intended to be and is final and binding regardless of any claim of misrepresentation, promise made with the intention of performing, concealment of fact, mistake of law, or any other circumstances whatsoever. Each of the Company provided in Releasing Parties hereby irrevocably covenants to refrain from asserting any contract claim or agreement with the Companydemand, or commencing, instituting or causing to be commenced, any insurance policy proceeding of any kind against any Released Party based upon any Released Claim. If any of the Company Releasing Parties (or an affiliate thereof) brings any claim, suit, action or manner of action against the formation Released Parties (or organizational documents any of them) in administrative proceedings, in arbitration or admiralty, at law, in equity, or mixed, with respect to any Released Claim, then such Releasing Party shall indemnify the CompanyReleased Parties (or any of them) in the amount or value of any final judgment or settlement (monetary or other) and any related cost (including, without limitation, reasonable legal fees) entered against, paid or incurred by the Released Parties (or any of them). Each Releasing Party represents and warrants to the Released Parties that there has been no assignment or other transfer of any interest in his or her Released Claims.

Release. Notwithstanding anything set forth herein (a) Each Borrower, its respective successors-in-title, legal representatives, and assignees and, to the contraryextent the same is claimed by right of, effective as of the Closing Timethrough or under any Borrower, in consideration of the mutual covenants for its respective past, present, and agreements contained hereinfuture employees, Releasor agents, representatives, officers, directors, shareholders, and trustees, do hereby irrevocably releases forever remise, release, and forever discharges the Company discharge Lender, and each of its affiliates Lender’s respective successors-in-title, legal representatives, and subsidiaries and its individual, joint or mutualassignees, past, present present, and future officers, directors, officersshareholders, managerstrustees, members, ownersagents, employees, representativesconsultants, agentsexperts, successorsadvisors, assignsattorneys, heirsand other professionals and all other persons and entities to whom Lender would be liable if such persons or entities were found to be liable to Borrowers, executors and administrators or any of them (collectively, collectively hereinafter the “Released PersonsLender Parties”) of ), from any and from all manner of demands, claims, suits, action and actions, litigation, arbitrations, proceedings, causes cause and causes of action, counterclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, ordersjudgments, writsexpenses, injunctionsexecutions, citationsliens, awards and judgments whatsoeverclaims of liens, in law claims of costs, penalties, attorneys’ fees, or any other compensation, recovery, or relief on account of any loss, liability, obligation, demand, or cause of action of whatever nature relating to, arising out of, or in equity which Releasor ever hadconnection with the Loan Agreement or any other Loan Document, including, but not limited to, acts, omissions to act, actions, negotiations, discussions, and events resulting in the finalization and execution of this Second Amendment, as, among, and between the Borrowers and the Lender Parties, such claims whether now has accrued and whether now known or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter, thing or cause whatsoeverdiscovered, from the beginning of time through the world to the Avalon Closing based upondate hereof, related to and specifically including, without any limitation, any claims of liability asserted or which could have been asserted with respect to, arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms out of, or in any breach ofmanner whatsoever connected directly or indirectly with any “lender liability-type” claim. (b) As to each and every claim released hereunder, this AgreementBorrowers represent that they have received the advice of legal counsel with regard to the releases contained herein, and having been so advised, each of them specifically waives the other documents and instruments delivered hereunder or any benefit of the provisions set forth herein or therein, or (y) operate to release any obligation of Section 1542 of the Company to defendCivil Code of California which provide: “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, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the CompanyWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Release. Notwithstanding anything set forth herein to the contrary, effective (a) Effective as of the Closing TimeClosing, in consideration of the mutual covenants each Seller and agreements contained hereinhis, Releasor hereby irrevocably releases and forever discharges the Company and each of her, or its affiliates and subsidiaries and its individual, joint or mutual, past, present and future directorsrespective Affiliates, officers, managersdirectors, partners, employees, members, owners, employees, representatives, agentsmanagers, successors, assigns, heirs, heirs and executors and administrators (but excluding any limited partners or portfolio companies of a private equity or subordinated debt investment fund) (collectively, the “Released PersonsSeller Releasors”), hereby unconditionally and irrevocably releases and discharges the Holding Companies, the Company, the Subsidiaries, and the employees, officers, directors, managers and managing members thereof to the extent that a claim against any such person would subject the Holding Companies, the Company or any Subsidiary to an indemnification obligation to such person (collectively, the Holding Companies, the Company, and the Subsidiaries, and the employees, officers, directors, managers and managing members thereof are the “Releasees”) of and from all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, omissionsagreements, promises, variances, trespasses, debts, liabilities, obligations, losses, damages, ordersjudgments, writsextents, injunctionsexecutions, citationsclaims, awards and judgments demands whatsoever, in law law, admiralty or in equity equity, which such Seller Releasor ever had, now has or hereafter can, shall or may have, have against the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, any Releasee for, upon or by reason of any matter, thing fact or cause whatsoevercircumstance occurring or arising on or prior to the Closing Date, from provided that the beginning foregoing shall not affect any Seller Releasor’s Retained Rights. Each Seller Releasor represents and warrants that he, she, or it has not assigned any of his, her, or its claims released by this Section 7.13(a) to any other Person on or prior to the date hereof, and will not assign any such claim. (b) Each of the world Seller Releasors irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee based upon any matter released pursuant to Section 7.13(a). (c) Each of the Seller Releasors hereby expressly waives and relinquishes, to the Avalon Closing based uponfullest extent permitted by legal requirements, related to or arising from any obligation by the Company to pay provisions, rights and benefits of Section 1542 of the Board Fees; providedCalifornia Civil Code, howeverwhich provides as follows: (d) Each of the Seller Releasors expressly warrants that he, that nothing contained herein shall (x) extend to any proceeding to enforce the terms ofshe, or any breach ofit has been advised by his or its legal counsel, and understands and acknowledges the significance and consequence of this Agreementrelease, the other documents and instruments delivered hereunder or any of this specific waiver of Section 1542 of the provisions set forth herein California Civil Code and recognizes and understands that the same applies to and covers all claims described in Section 7.13(a) whether or therein, not known or (y) operate suspected to release any obligation of exist at the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the Companypresent time.

Release. Notwithstanding anything set forth herein to the contrary, effective (a) Effective as of the Closing Effective Time, in consideration except for any rights or obligations under this Agreement or the other Transaction Documents, each of Buyer and the mutual covenants Company on behalf of itself and agreements contained hereineach of its subsidiaries and Affiliates and each of its current and former officers, Releasor directors, employees, partners, members, advisors, successors and assigns (collectively, the “Buyer Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges the Company Stockholders, the Optionholders, their respective Affiliates and each of its affiliates their respective current and subsidiaries and its individualformer officers, joint or mutual, past, present and future directors, officersemployees, managerspartners, members, ownersadvisors, employees, representatives, agents, successors, assigns, heirs, executors successors and administrators assigns (collectively, the “Buyer Released PersonsParties”) of and from any and all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningssuits, controversiesproceedings, omissionsexecutions, promisesjudgments, trespassesduties, debts, liabilitiesdues, obligationsaccounts, lossesbonds, damagescontracts and covenants (whether express or implied), orders, writs, injunctions, citations, awards and judgments whatsoever, claims and demands whatsoever whether in law or in equity which Releasor ever hadthe Buyer Releasing Parties may have against each of the Buyer Released Parties, now has or hereafter canin the future, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason in each case in respect of any mattercause, matter or thing or cause whatsoever, from the beginning relating to any of the world Buyer Released Parties occurring or arising on or prior to the Avalon Closing based upon, related to or arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, date of this Agreement, but only to the extent that such cause, matter or thing does not otherwise constitute fraud. (b) Effective as of the Effective Time, except for any rights or obligations under this Agreement or the other documents Transaction Documents, each Stockholders’ Representative on behalf of itself and instruments delivered hereunder each of its subsidiaries and Affiliates and each of its current and former officers, directors, employees, partners, members, advisors, successors and assigns (collectively, the “Stockholder Rep Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges the Buyer, the Company, their respective Affiliates and each of their respective current and former officers, directors, employees, partners, members, advisors, successors and assigns (collectively, the “Stockholder Rep Released Parties”) of and from any and all actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity which the Stockholder Rep Releasing Parties may have against each of the Stockholder Rep Released Parties, now or in the future, in each case in respect of any cause, matter or thing relating to any of the provisions set forth herein Stockholder Rep Released Parties occurring or thereinarising on or prior to the date of this Agreement, but only to the extent that such cause, matter or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the Companything does not otherwise constitute fraud.

Release. Notwithstanding anything set forth herein For purposes of this Section 8, the following terms shall have the following definitions: “Related Parties” shall mean, with respect to the contraryany released party, effective as of the Closing Timesuch party’s parents, in consideration of the mutual covenants and agreements contained hereinsubsidiaries, Releasor hereby irrevocably releases and forever discharges the Company and each of its affiliates and subsidiaries and its individual, joint or mutual, past, present and future directors, officers, managers, members, owners, employees, representatives, agentsaffiliates, successors, assigns, heirspredecessors in interest, executors officers, directors, employees, agents, representatives, attorneys, financial advisors, accountants and administrators (collectivelyshareholders, the if any. “Released Persons”) of Claims” shall mean any and from all manner of claims, losses, debts, liabilities, demands, claimsobligations, promises, acts, omissions, agreements, costs, expenses, damages, injuries, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningsincluding without limitation, controversiesany and all rights of setoff, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards and judgments recoupment or counterclaim of any kind or nature whatsoever, in law or in equity which Releasor ever hadequity, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured contingent or unmatured, fixed or contingent, for, upon or by reason of any matter, thing or cause whatsoever, from fixed. Excluding only the beginning continuing obligations of the world to Lenders and the Avalon Closing based uponAdministrative Agent under the Credit Agreement, related to or arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, Loan Documents and this Agreement, the other documents Borrower and instruments delivered hereunder each Guarantor, effective as of the effective date of this Third Amendment, hereby releases, acquits and forever discharges the Lenders and the Administrative Agent, and each of them, and their respective Related Parties, of and from any and all Claims arising out of, related or in any way connected with the Credit Agreement, the Loan Documents or the transactions contemplated by any thereof, including, without limitation, any action or failure to act, prior to the effective date of this Third Amendment, in response to or otherwise in connection with the events or circumstances arising under or otherwise related to the Credit Agreement, the Loan Documents or any Defaults or Events of Default occurring under the Credit Agreement or the Loan Documents, in each case to the extent, and only to the extent, that (i) such Claims arose prior to the effective date of this Third Amendment, (ii) such Claims result or derive from actions taken or not taken by a releasee in its capacity(ies) as a Lender(s) or as Administrative Agent under the Credit Agreement or the Loan Documents, and (iii) such Claims do not result or derive from actions taken or not taken by a releasee with respect to or in relation to SemGroup, SemCrude L.P., SemMaterials, L.P., K.C. Asphalt, L.L.C. or any of their affiliates (other than the provisions set forth herein or therein, or (y) operate to release any obligation of Borrower and the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the CompanyGuarantors).

Release. Notwithstanding anything set forth herein to the contrary, effective as of the Closing Time, in a. In consideration of the mutual covenants amounts to be paid by the Company pursuant to the Employment Agreement entered into on [Date], by and agreements contained herein, Releasor hereby irrevocably releases and forever discharges between the Company and each Officer (the “Employment Agreement”), Officer, on behalf of himself/herself and on behalf of his/her spouse, civil union or domestic partner, dependents, heirs, executors, devisees, personal representatives, administrators, agents and assigns, irrevocably and unconditionally forever waives, releases, gives up and discharges the Company, its parent, affiliated and related companies (including but not limited to OptiNose, Inc.), all of its affiliates and subsidiaries their employee benefit plans and trustees, fiduciaries, administrators, sponsors and parties-in-interest of those plans, all of its individualand their past and present employees, joint or mutualmanagers, past, present and future directors, officers, managersadministrators, shareholders, members, owners, employees, representativesinvestors, agents, successorsattorneys, assignsinsurers, re-insurers and contractors acting in any capacity whatsoever (whether individually or in an official capacity on behalf of the Company), and all of its and their respective predecessors, heirs, executors personal representatives, successors and administrators assigns (collectively, the “Released PersonsParties”) of ), from any and from all manner of debts, demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningsaccounts, controversiescovenants, contracts, agreements, claims, damages, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards and judgments any and all claims and liabilities whatsoever, in law or in equity which Releasor ever hadof every name and nature, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured accrued or unmaturedunaccrued, fixed liquidated or contingent, forasserted or unasserted, upon both in law and equity (“Claims”), which Officer ever had, now has, or may hereafter claim to have against the Released Parties by reason of any matter, thing matter or cause whatsoeverwhatsoever based on, related to, or arising from any event that occurred before the beginning of the world to the Avalon Closing date Officer signs this Agreement and based upon, related to or arising out of or in any way concerning Officer’s employment with the Company, the terms, conditions or privileges of Officer’s employment with the Company, Officer’s separation from employment with the Company, and any obligation and all violations and/or alleged violations of federal, state or local human rights laws, fair employment practices and/or other laws by any of the Company to pay Released Parties for any reason and under any legal theory including, but not limited to, those arising or which may be arising under, as applicable, Title VII of the Board Fees; providedCivil Rights Act of 1964 (“Title VII”), howeverthe Americans with Disabilities Act (“ADA”), that nothing contained herein shall the Age Discrimination in Employment Act (x) extend “ADEA”), the Older Worker Benefit Protection Act (“OWBPA”), the Employee Retirement Income Security Act of 1974 (“ERISA”), the Employee Polygraph Protection Act, the Worker Adjustment and Retraining Notification Act (“WARN”), the Family and Medical Leave Act (“FMLA”), the Coronavirus Aid, Relief and Economic Security Act (“CARES”), the Families First Coronavirus Relief Act (“FFCRA”), the American Rescue Plan Act, the Fair Labor Standards Act (“FLSA”), the Equal Pay Act of 1963 (“EPA”), the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act of 2010 (“Fair Pay Act”), the Genetic Information Nondiscrimination Act of 2008 (“▇▇▇▇”), the Rehabilitation Act, the Employee Polygraph Protection Act, the Electronic Communication Privacy Act, the Computer Fraud & Abuse Act, the Health Insurance Portability & Accountability Act (“HIPAA”), the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Occupational Safety and Health Act (“OSHA”), the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Fair Credit Reporting Act (“FCRA”), the National Labor Relations Act (“NLRA”), the Labor Management Relations Act (“LMRA”), the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”), the Civil Rights Act of 1991, 42 U.S.C. §§ 1981, 1983, 1985, 1986 and 1988), the Pennsylvania Wage Payment & Collection Law, the Pennsylvania Human Relations Act, the Pennsylvania Labor Relations Act, the Pennsylvania Equal Pay Law, the Pennsylvania Minimum Wage Act, the Pennsylvania Workers’ Compensation Act, any personal gain with respect to any proceeding to enforce claim arising under the terms ofFederal False Claims Act, or any other federal, state or local laws, statutes, regulations, rules, ordinances, or orders, each as amended, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the Released Parties and Officer and shall further apply, without limitation, to any and all Claims for breach ofof implied or express contract, breach of promise, breach of the covenant of good faith and fair dealing, misrepresentation, tortious interference with contract, civil conspiracy, negligence, fraud, estoppel, defamation, libel, misrepresentation, intentional infliction of emotional distress, violation of public policy, invasion of privacy, wrongful, retaliatory or constructive discharge, assault, battery, false imprisonment, negligence, and all other claims or torts, including any whistleblower claims, arising under any federal, state, or local law, regulation, ordinance or judicial decision, or under the United States and Pennsylvania Constitutions (the “General Release”). b. For the purpose of implementing a full and complete release, Officer understands and agrees that this Agreement is intended to include all claims, if any, which Officer or his/her spouse, civil union or domestic partner, dependents, heirs, executors, devisees, personal representatives, administrators, agents and assigns may have and which Officer does not now know or suspect to exist in his/her favor against the Released Parties, from the beginning of time until the time he/she signs this Agreement, the other documents and instruments delivered hereunder or any this Agreement extinguishes those claims. c. In consideration of the provisions set forth herein or therein, or (y) operate to release any obligation promises of the Company set forth in the Employment Agreement, Officer hereby releases and discharges the Released Parties from any and all Claims that Officer may have against the Released Parties arising under the Age Discrimination Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). Officer acknowledges that he/she understands that the ADEA is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans. Officer also understands that, by signing this Agreement, he/she is waiving all Claims against any and all of the Released Parties. d. Officer understands that the laws and actions described above give Officer important remedies that relate to defend, indemnify claims that he/she has or hold harmless Releasor may have arising out of or relating in connection with his/her employment with, or separation from employment from, the Company and agree that he/she is freely and voluntarily giving up those remedies and claims. By signing this Agreement, Officer agrees that he/she is irrevocably and unconditionally waiving the right to Releasorproceed with discovery concerning any released claim in any future litigation with any Released Party, if any. Officer also agrees that he/she is fully releasing all claims for equitable, punitive or other relief, attorney’s service as fees, and other fees and costs incurred up to the date Officer signs this Agreement for any reason. e. Officer represents and warrants that: (i) he/she is the lawful owner of all claims released through this Agreement; (ii) he/she has the beneficial interest in the payments and other benefits that he/she will receive under this Agreement; (iii) he/she has not assigned, and will not assign, any interest in any claim released through this Agreement; (iv) he/she has not filed, and is not and has not been subject to a former director voluntary or involuntary bankruptcy petition in the past three (3) years; (v) he/she is not a debtor in any pending bankruptcy case; (vi) no receiver, bankruptcy trustee or other third party may assert a right to any claim released through this Agreement or the payments and benefits to be tendered or provided under the Employment Agreement. Officer agrees that the foregoing representations and warranties shall survive the execution, performance and consummation or termination of this Agreement. Officer also agrees that he/she will fully indemnify and hold the Released Parties harmless to the extent any of the foregoing representations and warranties is or becomes untrue for any claims or damages, including attorneys’ fees, fines, costs, liquidated damages and punitive damages, asserted or awarded against any of the Released Parties and, should it be determined that any bankruptcy trustee or other third party has a right to the payments and benefits provided to Officer under the Employment Agreement, Officer immediately will return to the Company provided an amount equivalent to the full after-tax value of any such payments or benefits. f. Officer warrants that he/she does not have any complaint pending before any federal, state or local court or arbitration panel concerning any Released Party. Officer further agrees not to file a lawsuit against any of the Released Parties in any contract federal, state or agreement local court, or with any arbitration panel, concerning any claim, demand, issue or cause of action released through this Agreement, except to the Companyextent specifically excluded below in Section 2 below and its subparagraphs below. Should Officer file a lawsuit with any court or arbitration panel concerning any claim, demand, issue, or cause of action waived through this Agreement and not specifically excluded as described in Section 2 below and its subparagraphs below, Officer agrees that he/she will be responsible to pay the legal fees and costs that the Released Parties incur defending that lawsuit. Further, Officer agrees that nothing in this Agreement shall limit the right of any insurance policy court or arbitration panel to determine, in its sole discretion, that the Released Parties are entitled to restitution, recoupment or set off of any monies paid to Officer should the Company or the formation or organizational documents release of the Companyany claims under this Agreement subsequently be found to be invalid.

Release. Notwithstanding anything set forth herein Seller, for itself, and, to the contraryextent permitted by Applicable Law, effective as its Affiliates, heirs and personal representatives, its successors and assigns (and in the case of the Closing Timean entity, in consideration of the mutual covenants and agreements contained hereinits officers, Releasor hereby irrevocably releases and forever discharges the Company and each of its affiliates and subsidiaries and its individual, joint or mutual, past, present and future directors, officersmembers, managers, membersdirectors, trustees and owners, employees, representatives, agents, successors, assigns, heirs, executors and administrators ) (collectively, the “Releasors”), hereby forever fully and irrevocably releases and discharges Target and its past and present members, managers, directors, officers, agents and other representatives (the “Released PersonsParty”) of from any and from all manner of demandsactions, audits, lawsuits, litigation, arbitration or other proceedings (in each case, whether civil, criminal or administrative) pending by or before any Governmental Entity, claims, suitsdemands, actionsdebts, litigationagreements, arbitrationsobligations, proceedingspromises, causes judgments, or liabilities of any kind whatsoever in law or equity and causes of actionaction of every kind and nature, reckoningsor otherwise (including, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, claims for damages, orderscosts, writsexpenses, injunctionsand attorneys’, citationsbrokers’ and accountants’ fees and expenses) arising out of or related to events, awards and judgments whatsoeverfacts, conditions or circumstances existing or arising on or prior to the Closing Date, in law any such case to the extent related to (x) the Target or in equity (y) the Business, which Releasor ever had, now has or hereafter the Releasors can, shall or may have, have against the Released PersonsParty, whether known or unknown, suspected or unsuspected, matured unanticipated as well as anticipated, including indemnification claims relating to pre-Closing activities (collectively, the “Released Claims”), and hereby irrevocably agrees to refrain from directly or unmaturedindirectly asserting any claim or demand or commencing (or causing to be commenced) any action, fixed audit, lawsuit, litigation, arbitration or contingentother proceeding (in each case, forwhether civil, upon criminal or by reason administrative) of any matterkind, thing in any court or cause whatsoeverbefore any tribunal, from against the beginning Released Party based upon any Released Claim. Notwithstanding the preceding sentence of this Section 5(d), “Released Claims” does not include, and the world to provisions of this Section 5(d) shall not release or otherwise diminish, the Avalon Closing based upon, related to obligations of any Party set forth in or arising from under any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, provisions of this Agreement, the other documents and instruments delivered hereunder agreements contemplated in connection herewith (including, without limitation, under any Ancillary Agreement) or any of the provisions set forth herein other agreement between Buyer and Seller (or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the Companytheir respective Affiliates).

Release. Notwithstanding anything set forth herein to the contrary, effective (a) Effective as of the Closing TimeClosing, in consideration except for the Surviving Covenants, Buyer, on behalf of the mutual covenants and agreements contained herein, Releasor hereby irrevocably releases and forever discharges the Company itself and each of its affiliates Subsidiaries (including the Acquired Group) and subsidiaries each of its and its individual, joint or mutual, their respective past, present and and/or future officers, directors, officersemployees, agents, general partners, managers, management companies, members, ownersstockholders, employeesequityholders, representativescontrolling Persons, agentsrepresentatives or Affiliates, successorsor any heir, assignsexecutor, heirsadministrator, executors and administrators successor or assign of any of the foregoing (collectively, the “Buyer Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges Seller and its Affiliates (excluding the Acquired Group), and each of the foregoing’s respective past, present or future officers, directors, employees, agents, general partners, managers, management companies, members, stockholders, equityholders, controlling Persons, representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “Seller Released PersonsParties”) of and from any and all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningssuits, controversiesproceedings, omissionsexecutions, promisesjudgments, trespassesduties, debts, liabilitiesdues, obligationsaccounts, lossesbonds, damagescontracts and covenants (whether express or implied), orders, writs, injunctions, citations, awards and judgments whatsoever, claims and demands whatsoever whether in law or in equity which Releasor ever had(whether based upon contract, now has tort or hereafter canotherwise and whether absolute or contingent, shall liquidated or may haveunliquidated, against the Released Persons, whether known or unknown, suspected determined, determinable or unsuspectedotherwise) which the Buyer Releasing Parties may have against each of the Seller Released Parties, matured now or unmaturedin the future, fixed or contingent, for, upon for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever occurring or cause whatsoeverarising on or prior to the Closing Date relating to the Acquired Group, from the beginning operation of the world Business, the relationship of Seller or its Affiliates with the Acquired Group or any actions taken or failed to be taken by any of the Seller Released Parties in its capacity as a direct or indirect owner of Equity Securities of any member of the Acquired Group prior to the Avalon Closing based upon(each, related a “Buyer Released Claim”) and agrees not to bring or arising from threaten to bring or otherwise join in any obligation by Buyer Released Claim against the Company to pay the Board FeesSeller Released Parties or any of them; provided, however, that nothing contained herein in this Section 11.02(a) shall (x) extend be construed as a release or waiver by the Buyer Releasing Parties of any Preserved Claims or of their respective rights to coverage under any proceeding to enforce the terms ofapplicable insurance policy, or any breach ofright to indemnification as provided by any organizational documents of any member of the Acquired Group, this Agreement, the other documents and instruments delivered hereunder Applicable Law or any existing agreement. The rights and claims waived and released by the Buyer Releasing Parties hereunder include claims for damages, indemnification, contribution and other rights of the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor recovery arising out of or relating to Releasorany breach of contract, misrepresentation or breach of warranty, negligent misrepresentation, all other claims for breach of duty and all other claims arising under Applicable Law. Buyer, on behalf of itself and the other Buyer Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims. ▇▇▇▇▇, on behalf of itself and the other Buyer Releasing Parties, understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and the other Buyer Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Buyer, on behalf of itself and the other Buyer Releasing Parties, acknowledges that Seller will be relying on the waiver and release provided in this Section 11.02(a) in connection with entering into this Agreement and that this Section 11.02(a) is intended for the benefit of, and to grant third party beneficiary rights to each Seller Released Party to enforce this Section 11.02(a). (b) Effective as of the Closing, except for the Surviving Covenants, Seller, on behalf of itself and each member of the Retained Group and each of its and their respective past, present and/or future officers, directors, employees, agents, general partners, managers, management companies, members, stockholders, equityholders, controlling Persons, representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “Seller Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges Buyer and its Affiliates (excluding the Acquired Group), and each of the foregoing’s service respective past, present or future officers, directors, employees, agents, general partners, managers, management companies, members, stockholders, equityholders, controlling Persons, representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “Buyer Released Parties”) of and from any and all actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity (whether based upon contract, tort or otherwise and whether absolute or contingent, liquidated or unliquidated, known or unknown, determined, determinable or otherwise) which the Seller Releasing Parties may have against each of the Buyer Released Parties, now or in the future, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever occurring or arising on or prior to the Closing Date relating to the Acquired Group, the operation of the Business, the relationship of Seller or its Affiliates with the Acquired Group or any actions taken or failed to be taken by any of the Seller Released Parties in its capacity as a former director direct or indirect owner of Equity Securities of any member of the Company provided Acquired Group prior to the Closing (each, a “Seller Released Claim”) and agrees not to bring or threaten to bring or otherwise join in any contract Seller Released Claim against the Buyer Released Parties or any of them; provided, that nothing contained in this Section 11.02(b) shall be construed as a waiver by the Seller Releasing Parties of any Preserved Claims or of their respective rights (A) to compensation or benefits for services rendered to the Acquired Group that remain unpaid or unawarded (including rights to payment for salary, bonuses, commissions and vacation pay and vested benefits in any Employee Benefit Plan), (B) under any agreement entered into with any member of the Acquired Group in connection with such Seller Releasing Party’s employment with or service for the Company, or (C) to coverage under any applicable insurance policy of the Company policy, or the formation or any right to indemnification as provided by any organizational documents of any member of the CompanyAcquired Group, Applicable Law or any existing agreement. The rights and claims waived and released by the Seller Releasing Parties hereunder include claims for damages, indemnification, contribution and other rights of recovery arising out of or relating to any breach of contract, misrepresentation or breach of warranty, negligent misrepresentation, all other claims for breach of duty and all other claims arising under Applicable Law. Seller, on behalf of itself and the other Seller Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims. Seller, on behalf of itself and the other Seller Releasing Parties, understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and the other Seller Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Seller, on behalf of itself and the other Seller Releasing Parties, acknowledges that Buyer will be relying on the waiver and release provided in this Section 11.02(b) in connection with entering into this Agreement and that this Section 11.02(b) is intended for the benefit of, and to grant third party beneficiary rights to each Buyer Released Party to enforce this Section 11.02(b).

Release. Notwithstanding anything set forth herein to Each Seller, for itself, himself or herself, and its, his or her heirs, personal representatives, successors and assigns (collectively, the contrary“Releasors”), effective as of the Closing Time, in consideration of the mutual covenants hereby (a) forever fully and agreements contained herein, Releasor hereby irrevocably releases and forever discharges the Company Buyer, the Company, each of its respective Subsidiaries, and each of its affiliates and their respective predecessors, successors, direct or indirect subsidiaries and its individualpast and present stockholders, joint or mutualmembers, pastmanagers, present and future directors, officers, managers, members, owners, employees, representatives, agents, successors, assigns, heirs, executors and administrators other representatives (collectively, the “Released PersonsParties”) of from any and from all manner of demandsactions, suits, claims, suitsdemands, actionsdebts, litigationagreements, arbitrationsobligations, proceedingspromises, causes judgments, or liabilities of any kind whatsoever in law or equity and causes of actionaction of every kind and nature, reckoningsor otherwise (including, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, claims for damages, orderscosts, writsexpense, injunctionsand attorneys’, citationsbrokers’ and accountants fees and expenses) arising out of or related to events, awards and judgments whatsoeverfacts, in law conditions or in equity circumstances existing or arising prior to the Closing Date, which Releasor ever had, now has or hereafter the Releasors can, shall or may have, have against the Released PersonsParties, whether known or unknown, suspected or unsuspected, matured unanticipated as well as anticipated that relate to the Business (collectively, the “Released Claims”), and (b) irrevocably agree to refrain from directly or unmaturedindirectly asserting any claim or demand or commencing (or causing to be commenced) any Proceeding against any Released Party based upon any Released Claim. Notwithstanding the preceding sentence of this Section 4.8, fixed “Released Claims” does not include, and the provisions of this Section 4.8 shall not release or contingentotherwise diminish, for, upon or by reason (i) the obligations of any matter, thing or cause whatsoever, from the beginning of the world to the Avalon Closing based upon, related to Party set forth in or arising from under any obligation by provisions of this Agreement or the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, Ancillary Agreements or any breach ofrights under any Organizational Document, this Agreement, the other documents and instruments delivered hereunder or any of the provisions set forth herein or therein, or (yii) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy if such Seller is an employee of the Company or any of its Subsidiaries, in respect of (i) the formation or organizational documents current year’s accrued but unpaid compensation and (ii) such employee’s outstanding benefits under the Employee Benefit Plans of the CompanyCompany as of the Closing Date.

Release. Notwithstanding anything set forth herein to the contrary(a) For, effective as of the Closing Time, and in consideration of the mutual covenants commitments made herein by the Company, the Executive, for himself and agreements contained hereinfor his heirs, Releasor successors and assigns, does hereby irrevocably releases release completely and forever discharges discharge the Company and each of its affiliates and subsidiaries and its individualsubsidiaries, joint or mutualaffiliates, paststockholders, present and future attorneys officers, directors, officers, managers, members, owners, agents and employees, representatives, agents, successors, successors and assigns, heirsand any other party associated with the Company (the "RELEASED PARTIES"), executors to the fullest extent permitted by applicable law, from any and administrators (collectivelyall claims, the “Released Persons”) of and from all manner of rights, demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, obligations, lossescauses of action of any and all kind, damages, orders, writs, injunctions, citations, awards nature and judgments character whatsoever, know or unknown, in law any way connected with his employment by Seller or any of its subsidiaries (including in each case predecessors thereof) either as a director, officer or employee, or in equity which Releasor ever hadconnection with the termination of such employment. Notwithstanding the foregoing, now has the Executive does not release the Company from any obligations of the Company, Seller or hereafter canany of their respective subsidiaries to the Executive under (i) any employee benefit plan, shall agreement or may have, against arrangement of Seller or the Released PersonsCompany or any of their respective subsidiaries, whether or not referred to in this Agreement, pursuant to which the Executive is entitled to any benefits or payments, (ii) the Merger Agreement and (iii) this Agreement. (b) For and in consideration of the commitments made herein by the Executive, including without limitation the releases in paragraph (a) above, the Company, for itself, and for its successors and assigns does hereby release completely and forever discharge the Executive and his heirs, successors and assigns, to the fullest extent permitted by applicable law, from any and all claims, rights, demands, actions, liabilities, obligations, causes of action of any and all kind, nature and character whatsoever, known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or in any way connected with the Executive's employment by reason of any matter, thing or cause whatsoever, from the beginning of the world to the Avalon Closing based upon, related to or arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder Seller or any of its subsidiaries (including predecessors thereof), either as a director, officer or employee. Notwithstanding anything in the provisions set forth herein foregoing to the contrary, the Company does not release the Executive from claims arising out of any breach by the Executive of (i) any law or thereinregulation by the Executive during the term of and related to his employment by Seller or any of its subsidiaries (including predecessors thereof), either as a director, officer or employee, or (yii) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the Companythis Agreement.

Release. Notwithstanding anything set forth herein (a) Intending to the contrarybe legally bound, effective as of the Closing Time, and in consideration of the mutual covenants Company’s obligations set forth in the Employment Agreement, dated as of [ ], 2024 (the “Employment Agreement”), by and agreements contained hereinbetween the Company and Executive, Releasor including but not limited to the Termination Payment (as defined in the Employment Agreement), but excluding the Accrued Benefits (as defined in the Employment Agreement), Executive, on behalf of Executive, Executive’s heirs, executors, administrators, successors and assigns, hereby irrevocably and unconditionally releases and forever discharges the Company Company, its parents, together with each of their respective subsidiaries and affiliates, together with each of their present or former respective owners, members, managers, assigns, agents, directors, partners, officers, executives, contractors, attorneys and representatives, and any of their predecessors and successors and each of its affiliates and subsidiaries and its individual, joint or mutual, past, present and future directors, officers, managers, members, owners, employees, representatives, agents, successors, assignstheir estates, heirs, executors family members and administrators assigns, each solely in their respective official capacities as such (collectively, the “Released PersonsCompany Releasees”) of ), from any and from all manner of demandscharges, complaints, claims, suitscontroversies, actionsliabilities, litigationliens, arbitrationsobligations, proceedingspromises, causes and agreements, causes of action, reckoningsrights, controversies, omissions, promises, trespasses, debts, liabilities, obligationscosts, losses, damages, ordersdemands, writs, injunctions, citations, awards debts and judgments expenses of any nature whatsoever, in law or in equity which Releasor ever hadequity, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured arising out of the employment relationship or unmaturedseparation therefrom (collectively, fixed “Claims”), which Executive or contingentExecutive’s heirs, forexecutors, upon administrators, successors or assigns ever had, now have or hereafter can, will or may have (either directly, indirectly, derivatively or in any other representative capacity) by reason of any matter, thing fact, event, act, omission, conduct or cause whatsoever, whatsoever against the Company or any of the other Company Releasees from the beginning inception of the world employment relationship as provided in the Employment Agreement to the Avalon Closing based upondate upon which Executive signs this Release. This Release includes, related to without limitation, all rights and Claims arising out of, or arising from relating in any obligation by way to, Executive’s employment relationship, or the termination thereof, with the Company to pay or any of the Board FeesCompany Releasees, all Claims for attorneys’ fees and punitive or consequential damages and all Claims arising under any federal, state or local law, statute, ordinance, common law, or regulation including, without limitation, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act (“OWBPA”), the Employee Retirement Income Security Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Family and Medical Leave Act, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, Executive Order 11246, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Defend Trade Secrets Act of 2016, each as amended; provided, however, that nothing contained herein in this Release shall release or impair (xi) extend to any proceeding Executive’s right to enforce the terms ofof the Employment Agreement (including but not limited to this Release), (ii) Executive’s right to receive benefits under the Company’s benefit plans, programs and policies, as provided under the ACTIVE 698912276v1 terms of such benefit plans, programs and policies, if any, that have accrued and are payable under the terms of such benefit plans, programs and policies, (iii) Executive’s entitlement or rights to or coverage under any applicable directors’ and officers’ or other third party liability insurance policy procured by the Company;(iv) claims for equitable indemnification and/or contribution in the event of a third party claim against Executive arising from his performance or conduct in that capacity; ; or (v) any rights that cannot be waived under applicable law. (b) In exchange for Executive’s waiver and release of Claims against the Company Releasees, the Company expressly waives and releases any and all Claims against Executive, his legal successors, heirs and assigns, that may be waived and released by law related to Executive’s employment with or separation from the Company, with the exception of claims arising out of or attributable to: (i) events, acts, or omissions taking place after the Parties’ execution of this Release; and (ii) Executive’s breach of any breach ofterms and conditions of this Release. (c) Executive represents that Executive has no complaints, this Agreement, charges or lawsuits currently pending against the other documents and instruments delivered hereunder Company or any of the provisions set forth herein or therein, or (y) operate to release any obligation of the other Company to defend, indemnify or hold harmless Releasor Releasees arising out of or relating in any way to ReleasorExecutive’s service as employment; provided, however, that this representation does not include any past or ongoing charges, claims, or other cooperation with the Securities and Exchange Commission (“SEC”) about a former director possible securities law violation. Executive further covenants and agrees that neither Executive nor Executive’s heirs, executors, administrators, successors or assigns will be entitled to any personal recovery in any proceeding of any nature whatsoever against the Company or any of the other Company provided Releasees arising out of or relating in any contract way to any of the matters released in this Section 1. (d) This Release does not impair any rights or agreement obligations Executive has (i) to file a charge of discrimination, or to engage in protected whistleblowing or other protected activity, with a federal or state administrative agency, or (ii) arising under independent contractual and independent legal obligations to the Company, pursuant to any insurance policy of the Company agreement, understanding or the formation or organizational documents otherwise applicable to Executive in any capacity other than his capacity as an employee of the Company, or such as Executive’s independent fiduciary obligations to the Company; provided, however, that Executive acknowledges and agrees that neither Executive nor Executive’s heirs, executors, administrators, successors or assigns will be entitled to any personal recovery in any proceeding of any nature whatsoever from the Company Releasees arising out of any of the matters released in this Section 1. Nothing in this Release impedes in any way Executive’s ability to seek or receive any monetary award or bounty from any governmental agency or regulatory or law enforcement authority.

Release. Notwithstanding anything set forth herein to Except in the contrarycase of actual fraud, effective as of the Closing Effective Time, in consideration each of Parent, Merger Sub, and the mutual covenants Company Group, on behalf of itself and agreements contained hereineach of their Subsidiaries and Affiliates and each of their current and former officers, Releasor directors, employees, partners, members, advisors, successors and assigns, hereby irrevocably and unconditionally releases and forever discharges each current and former manager, officer, director, employee, agent, or representative of the Company Group and the Equityholders of the Company and each of its affiliates their respective Affiliates, including the AEA Group and subsidiaries the Retained Subsidiaries, and its individualtheir respective former, joint or mutual, past, present current and future equityholders, controlling persons, directors, officers, managersemployees, agents, representatives, Affiliates, members, ownersmanagers, employeesgeneral or limited partners, representativesor assignees (or any former, agentscurrent or future equityholder, successorscontrolling person, assignsdirector, heirsofficer, executors employee, agent, representative, Affiliate, member, manager, general or limited partner, or assignee of any of the foregoing) from any and administrators (collectively, the “Released Persons”) of and from all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningssuits, controversiesproceedings, omissionsexecutions, promisesjudgments, trespassesduties, debts, liabilitiesdues, accounts, bonds, contracts and covenants (whether express or implied), obligations, lossesliabilities, damages, orders, writs, injunctions, citations, awards claims and judgments whatsoever, demands whatsoever whether in law or in equity which Releasor ever hadequity, now has arising out of, or hereafter canrelating to, shall or may haveaccruing from (a) the organization, against management or operation of the Released Personsbusinesses of the Company Group or their relationship with the Company Group, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of in each case relating to any matter, thing occurrence, action or cause whatsoever, from the beginning of the world activity on or prior to the Avalon Closing based uponDate, related to (b) this Agreement and the Contemplated Transactions, (c) any inaccuracy or arising from breach of any obligation by representation or warranty or the Company to pay the Board Fees; providedbreach of any covenant, however, that nothing undertaking or other agreement contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, in this Agreement, the other Schedules and Exhibits hereto or in any certificate contemplated hereby and delivered in connection herewith, (d) any information (whether written or oral), documents and instruments delivered hereunder or any of materials furnished in connection with the provisions set forth herein or thereinContemplated Transactions, or (ye) operate any COVID Action taken prior to the Closing; provided that nothing contained in this Agreement shall release, waive, discharge, relinquish or otherwise affect the rights or obligations of any Person with respect to enforcing the terms of this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, Parent and its successors and assigns hereby waive, and unconditionally release any obligation the Equityholders of the Company to defendfrom, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of any rights and remedies that Parent, the Company provided in Group, and its successors and assigns may otherwise have against such Equityholders under any contract Environmental Law, including any claims for contribution under the Comprehensive Environmental Response, Compensation and Liability Act, or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the Companycommon law.

Release. Notwithstanding anything set forth herein (a) Intending to the contrarybe legally bound, effective as of the Closing Time, and in consideration of the mutual covenants Company’s obligations set forth in the Change in Control Agreement, dated as of July 12, 2022 (as amended, modified, supplemented or restated from time to time, the “CIC Agreement”), by and agreements contained hereinbetween the Company and the Employee, Releasor including but not limited to the CIC Severance Bonus (as defined in the CIC Agreement), Employee, on behalf of Employee, Employee’s heirs, executors, administrators, successors and assigns, hereby irrevocably and unconditionally releases and forever discharges the Company Company, its parents, together with each of their respective subsidiaries and affiliates, together with each of their present or former respective owners, members, managers, assigns, agents, directors, partners, officers, executives, contractors, attorneys and representatives, and any of their predecessors and successors and each of its affiliates and subsidiaries and its individual, joint or mutual, past, present and future directors, officers, managers, members, owners, employees, representatives, agents, successors, assignstheir estates, heirs, executors family members and administrators assigns, each solely in their respective official capacities as such (collectively, the “Released PersonsCompany Releasees”) of ), from any and from all manner of demandscharges, complaints, claims, suitscontroversies, actionsliabilities, litigationliens, arbitrationsobligations, proceedingspromises, causes and agreements, causes of action, reckoningsrights, controversies, omissions, promises, trespasses, debts, liabilities, obligationscosts, losses, damages, ordersdemands, writs, injunctions, citations, awards debts and judgments expenses of any nature whatsoever, in law or in equity which Releasor ever hadequity, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured arising out of the employment relationship or unmaturedseparation therefrom (collectively, fixed “Claims”) which Employee or contingentEmployee’s heirs, forexecutors, upon administrators, successors or assigns ever had, now have or hereafter can, will or may have (either directly, indirectly, derivatively or in any other representative capacity) by reason of any matter, thing fact, event, act, omission, conduct or cause whatsoever, whatsoever against the Company or any of the other Company Releasees from the beginning inception of the world employment relationship to the Avalon Closing based upondate upon which Employee signs this Release. This Release includes, related to without limitation, all rights and Claims arising out of, or arising from relating in any obligation by way to, Employee’s employment relationship, or the termination thereof, with the Company to pay or any of the Board FeesCompany Releasees, all Claims for attorneys’ fees and punitive or consequential damages and all Claims arising under any federal, state or local law, statute, ordinance, common law, or regulation including, without limitation, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act (“OWBPA”), the Employee Retirement Income Security Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Family and Medical Leave Act, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, Executive Order 11246, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Defend Trade Secrets Act of 2016, each as amended; provided, however, that nothing contained herein in this Release shall release or impair (xi) extend to any proceeding Employee’s right to enforce the terms ofof the CIC Agreement (including but not limited to this Release), (ii) Employee’s right to receive benefits under the Company’s benefit plans, programs and policies, as provided under the terms of such benefit plans, programs and policies, if any, that have accrued and are payable under the terms of such benefit plans, programs and policies, (iii) Employee’s existing rights to indemnification and advancement of costs under the Indemnification Agreement with the Company, the Company’s Certificate of Incorporation, the Company’s Bylaws or Delaware law, (iv) Employee’s entitlement or rights to coverage under any applicable directors’ and officers’ or other third party liability insurance policy procured by the Company, including that certain six (6) year pre-paid “tail policy” to be obtained in connection with the consummation of the transactions contemplated by the Merger Agreement (as defined in the CIC Agreement); (v) claims for equitable indemnification and/or contribution in the event of a third party claim against Employee arising from his performance or conduct in that capacity; (vi) any rights of Employee’s family members or spouse under any separate agreement by and between the Company and such family member or spouse, to the extent such agreement(s) have been provided or disclosed to the Company or one of its affiliates; or (vii) any rights that cannot be waived under applicable law. (b) In exchange for Employee’s waiver and release of Claims against the Company Releasees, the Company expressly waives and releases any and all Claims against Employee, his or her legal successors, heirs and assigns, that may be waived and released by law related to Employee’s employment with or separation from the Company, with the exception of claims arising out of or attributable to: (i) events, acts, or omissions taking place after the parties’ execution of this Release; and (ii) Employee’s breach of any breach ofterms and conditions of this Release. (c) Employee represents that Employee has no complaints, this Agreement, charges or lawsuits currently pending against the other documents and instruments delivered hereunder Company or any of the provisions set forth herein or therein, or (y) operate to release any obligation of the other Company to defend, indemnify or hold harmless Releasor Releasees arising out of or relating in any way to ReleasorEmployee’s service as employment; provided, however, that this representation does not include any past or ongoing charges, claims, or other cooperation with the Securities and Exchange Commission (“SEC”) about a former director possible securities law violation. Employee further covenants and agrees that neither Employee nor Employee’s heirs, executors, administrators, successors or assigns will be entitled to any personal recovery in any proceeding of any nature whatsoever against the Company or any of the other Company provided Releasees arising out of or relating in any contract way to any of the matters released in this Section 1. (d) This Release does not impair any rights or agreement obligations Employee has (i) to file a charge of discrimination or to engage in protected whistleblowing or other protected activity, with a federal or state administrative agency, or (ii) arising under independent contractual and independent legal obligations to the Company, pursuant to any insurance policy of the Company agreement, understanding or the formation or organizational documents otherwise applicable to Employee in any capacity other than his capacity as an employee of the Company, or such as Employee’s independent fiduciary obligations to the Company; provided, however, that Employee acknowledges and agrees that neither Employee nor Employee’s heirs, executors, administrators, successors or assigns will be entitled to any personal recovery in any proceeding of any nature whatsoever against the Company Releasees arising out of any of the matters released in this Section 1.

Release. Notwithstanding anything (a) Effective as of immediately prior to the Closing and except to the limited extent set forth herein to in Section 13.1, each Seller, for itself and on behalf of its Affiliates (excluding the contrarySubject Company Groups) and each of their respective equityholders, effective as of successors and assigns (the Closing Time“Seller Releasing Group”) hereby fully and unconditionally releases, in consideration of the mutual covenants and agreements contained herein, Releasor hereby irrevocably releases acquits and forever discharges the Purchaser Group, each Subject Company Group, each of their respective direct and indirect equityholders, and its and their Representatives in their capacity as such, and each of its affiliates their respective successors and subsidiaries assigns from any and its individual, joint or mutual, past, present and future directors, officers, managers, members, owners, employees, representatives, agents, successors, assigns, heirs, executors and administrators (collectively, the “Released Persons”) of and from all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of actionactions, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, claims obligations, lossesdemands, damages, orderscosts, writsexpenses, injunctions, citations, awards and judgments whatsoever, in law compensation or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Personsother relief, whether known or unknown, suspected whether in Law or unsuspectedequity, matured or unmatured, fixed or contingent, for, upon or by reason of any matterkind, thing or cause whatsoever, from the beginning that any member of the world Seller Releasing Group now has or has ever had against the members of the Subject Company Group, in respect of or arising out the ownership, operation, management, administration or use of the Subject Company Groups, the Subject Securities or the Assets prior to Closing (including with respect to any matters pertaining to the Avalon Closing based uponSeller Reorganization, related to or arising from and any obligation by the Company to pay the Board FeesAffiliate Arrangement incident thereto); provided, however, that nothing contained the foregoing notwithstanding, the release and discharge provided for herein shall not release (xi) extend the members of any Subject Company Group of their respective obligations or liabilities, if any, pursuant to this Agreement or the Transaction Documents, (ii) the members of any Subject Company Group of any indemnification or exculpation obligations of such Person to Sellers as a manager of such Person, in Seller’s capacity as such, in accordance with Section 8.11, (iii) the members of any Subject Company Group for claims for unpaid amounts that would, prior to Closing, constitute “Permitted Leakage” (provided that any such claim shall be made on or before one hundred twenty (120) days after the Closing Date) or (iv) any Third Party Claim for which Purchaser or any Subject Company is obligated to indemnify any member of the Seller Group pursuant to Section 13.1. Seller hereby irrevocably covenants to refrain from, directly or indirectly (and shall cause each member of the Seller Release Group to refrain from), asserting any claim released pursuant to the foregoing provisions of this Section 13.3(a), or commencing, instituting or causing to be commenced, any proceeding of any kind against any of the released Persons set forth in the first sentence of this Section 13.3(a) in their capacity as such, with respect to any proceeding such claim. Each Seller hereby represents to enforce the terms Purchaser that it has not assigned or transferred or purported to assign or transfer to any Person all or any part of, or any breach ofinterest in, this Agreementany such claim. (b) Effective as of immediately prior to the Closing, each Subject Company, for itself and on behalf of its Subsidiaries and each of their respective equityholders, successors and assigns (the “Subject Company Releasing Group”) hereby fully and unconditionally releases, acquits and forever discharges (i) Sellers and (ii) all directors, managers, officers and agents of such Subject Company and its Subsidiaries holding such position at any time prior to the Closing in their capacity as such from any and all manner of actions, causes of actions, claims, obligations, demands, damages, costs, expenses, compensation or other documents and instruments delivered hereunder relief, whether known or unknown, whether in Law or equity, of any kind, that any member of the provisions set forth herein Subject Company Releasing Group now has or thereinhas ever had against such Persons, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director (A) in respect of Sellers and their direct and indirect equityholders, Sellers’ ownership of the Subject Securities, and (B) in respect of such directors, managers, officers and agents, for acts and omissions on behalf of such Subject Company or its Subsidiaries or the relationship with such Subject Company or its Subsidiaries, in each case, other than with respect to their respective obligations and liabilities, if any, under this Agreement or the Transaction Documents. The foregoing notwithstanding, the release and discharge provided in for herein shall not release any contract Seller or agreement with its Affiliates from any obligations, liabilities, claims, causes of action and Damages directly arising from or relating to the CompanySeller Reorganization, the ownership, operation or business of any Excluded Subsidiaries, or any Excluded Assets. Purchaser, for itself and, following the Closing, on behalf of each Subject Company Group hereby irrevocably covenants to refrain from, directly or indirectly (and shall cause each member of the Subject Company Releasing Group to refrain from), asserting any claim released pursuant to the foregoing provisions of this Section 13.3(b), or commencing, instituting or causing to be commenced, any insurance policy proceeding of any kind against any of the Company or released Persons set forth in the formation or organizational documents first sentence of the Companythis Section 13.3(b) in their capacity as such, with respect to any such claim.

Release. Notwithstanding anything set forth herein Each Loan Party hereby acknowledges and agrees that: (a) neither it nor any of its Affiliates has any claim or cause of action against any Agent, any Lender or the L/C Issuer (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) and (b) each Agent, each Lender and the L/C Issuer has heretofore properly performed and satisfied in a timely manner all of its obligations to the contraryLoan Parties and their Affiliates under the Financing Agreement and the other Loan Documents. Notwithstanding the foregoing, effective as the Agents, the Lenders and the L/C Issuer wish (and the Loan Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Closing TimeAgents’, the Lenders’ and the L/C Issuer’s rights, interests, security and/or remedies under the Financing Agreement and the other Loan Documents. Accordingly, for and in consideration of the mutual covenants and agreements contained hereinin this Amendment and other good and valuable consideration, Releasor hereby irrevocably releases and forever discharges the Company and each of its affiliates and subsidiaries Loan Party (for itself and its individual, joint or mutual, past, present Affiliates and future directors, officers, managers, members, owners, employees, representatives, agents, the successors, assigns, heirsheirs and representatives of each of the foregoing) (collectively, executors the “Releasors”) does hereby fully, finally, unconditionally and administrators irrevocably release and forever discharge each Agent, each Lender and the L/C Issuer and each of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively, the “Released PersonsParties”) of from any and from all manner of demandsdebts, claims, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, litigation, arbitrations, proceedings, causes proceedings and causes of action, reckoningsin each case, controversieswhether known or unknown, omissionscontingent or fixed, promisesdirect or indirect, trespassesliquidated or unliquidated, debtsasserted or unasserted, liabilitiesforeseen or unforeseen, obligationsmatured or unmatured, lossessuspected or unsuspected, damagesanticipated or unanticipated and of whatever nature or description, orders, writs, injunctions, citations, awards and judgments whatsoever, whether in law or in equity equity, under contract, tort, statute or otherwise, which any Releasor ever had, has heretofore had or now has or hereafter can, shall or may have, have against the any Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or Party by reason of any matteract, omission or thing whatsoever done or cause whatsoever, from the beginning of the world omitted to be done on or prior to the Avalon Closing based uponAmendment Effective Date arising out of, connected with or related in any way to this Amendment, the Financing Agreement or arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms ofother Loan Document, or any breach ofact, this Agreementevent or transaction related or attendant thereto, or the other documents and instruments delivered hereunder agreements of any Agent, any Lender or the L/C Issuer contained therein, or the possession, use, operation or control of any of the provisions set forth herein or thereinassets of any Loan Party, or (y) operate to release the making of any obligation of the Company to defendLoans or other advances, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation management of such Loans or organizational documents of advances or the CompanyCollateral.

Release. Notwithstanding anything set forth herein to Effective upon the contraryClosing, effective as of the Closing Time, and in consideration of the mutual transactions contemplated by this Agreement, and the additional covenants and agreements contained hereinpromises set forth in this Agreement, Releasor each of Acquiror and the Companies, on behalf of itself and its assigns, heirs, beneficiaries, creditors, representatives, agents and Affiliates (each, a “Releasing Party”), hereby fully, finally and irrevocably releases releases, acquits and forever discharges the Company and each of its affiliates and subsidiaries Holder and its individualAffiliates and the officers, joint or mutual, past, present and future directors, officersgeneral partners, managerslimited partners, managing directors, members, ownersstockholders, trustees, equity holders, representatives, employees, representativesprincipals, agents, Affiliates, parents, Subsidiaries, joint ventures, predecessors, successors, assigns, beneficiaries, heirs, executors executors, personal or legal representatives, insurers and administrators attorneys of any of them (collectivelyeach, the a “Released PersonsParty”) of from any and from all manner of demandscommitments, Actions, debts, claims, counterclaims, suits, actions, litigation, arbitrations, proceedings, causes and causes of actionAction, reckoningsdamages, controversies, omissions, promises, trespasses, debtsdemands, liabilities, obligations, lossescosts, damagesexpenses, orders, writs, injunctions, citations, awards and judgments compensation of every kind and nature whatsoever, in past, present, or future, at law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Personsequity, whether known or unknown, suspected contingent or unsuspectedotherwise, matured or unmatured, fixed or contingent, for, upon or by reason of any matter, thing or cause whatsoever, from the beginning of the world to the Avalon Closing based upon, related to or arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms ofwhich such Releasing Parties, or any breach of them, had, has, or may have had at any time in the past until the Closing against the Released Parties, or any of them, that relate to or arise out of, in each case except in the case of claims against a Person in respect of such Person’s of actual fraud, (a) the business of the Companies, (b) such Releasing Party’s prior relationship with the Companies or (c) such Releasing Party’s rights or status as a direct or indirect equityholder, Subsidiary, lender, creditor, officer or director of the Companies or the Holder (collectively, “Causes of Action”); provided that the Causes of Action released hereby shall not include any rights of the Releasing Parties arising under this Agreement, Agreement and the other documents contemplated hereby (including the Transition Services Agreements, Sponsor Support Agreement, Stockholders’ Agreement, Registration Rights Agreement, TMLA or Purchase Agreement). Each Releasing Party hereby represents to the Released Parties that such Releasing Party (i) has not assigned any Causes of Action or possible Causes of Action against any Released Party, (ii) fully intends to release, except in the case of claims against a Person in respect of such Person’s of actual fraud, all Causes of Action against the Released Parties including, without limitation, unknown and instruments delivered hereunder or any contingent Causes of Action (other than those specifically reserved above), and (iii) has consulted with counsel with respect to the execution and delivery of this general release and has been fully apprised of the provisions set forth herein consequences hereof. Furthermore, each Releasing Party further agrees not to institute any litigation, lawsuit, claim or thereinAction against any Released Party with respect to the released Causes of Action, or (y) operate to release any obligation except in the case of the Company to defend, indemnify or hold harmless Releasor arising out claims against a Person in respect of or relating to Releasorsuch Person’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the Companyactual fraud.

Release. Notwithstanding anything set forth herein to Each Seller Group Member, on behalf of such Seller Group Member and each of such Seller Group Member’s current or former Affiliates (other than the contraryGroup Companies), effective as of the Closing Timeshareholders, in consideration of the mutual covenants officers and agreements contained hereindirectors, Releasor hereby irrevocably releases and forever discharges the Company each Group Company, and each of its affiliates and subsidiaries and its their respective individual, joint or mutual, past, present and future Representatives, successors and assigns (individually, a “Releasee” and collectively, “Releasees”) from any and all claims, demands, Legal Proceedings, causes of action and Orders that any Seller Group Member or any of their respective current or former Affiliates (other than the Group Companies), shareholders, officers and directors now have, have ever had or may hereafter have against the respective Releasees, and from any and all obligations, Contracts, debts, liabilities and obligations that any Releasee now has, has ever had or may hereafter have in favor of any Seller Group Member or any of their respective current or former Affiliates (other than the Group Companies), shareholders, officers and directors, officersin each case of any nature (whether absolute or contingent, managersasserted or unasserted, membersknown or unknown, ownersprimary or secondary, employeesdirect or indirect, representativesand whether or not accrued) arising contemporaneously with or before the Final Closing Date or on account of or arising out of any matter, agents, successors, assigns, heirs, executors and administrators cause or event occurring contemporaneously with or before the Final Closing Date (in each case other than any obligations of Buyer arising under this Agreement or any Transaction Document) (collectively, the “Released PersonsClaims”) of and from all manner of demands). Each Seller Group Member hereby irrevocably covenants to refrain from, claimsdirectly or indirectly, suitsasserting any claim or demand, actionsor commencing, litigationinstituting or causing to be commenced, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards and judgments whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason any Legal Proceeding of any matterkind against any Releasee, thing or cause whatsoever, from the beginning of the world to the Avalon Closing based upon, related to or arising from upon any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or any of the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the CompanyReleased Claim.

Release. Notwithstanding anything set forth herein to the contrary, effective as of the Closing Time, in In consideration of the mutual covenants covenants, agreements and agreements contained hereinundertakings of the parties hereunder and to induce Buyer to enter into this Agreement, Releasor hereby irrevocably releases effective upon the Effective Date, each Seller, on such Seller’s own behalf and forever discharges on behalf of such Seller’s predecessors, successors, Affiliates and assigns, any of the Company and each of its affiliates and subsidiaries and its individual, joint or mutual, past, present and future officers, directors, officersstockholders, interest holders, principals, attorneys, agents, employees, managers, membersrepresentatives, ownersassigns and successors in interest of any of the foregoing, and all Persons acting by, through, under or in concert with any of the foregoing (each such party, in such capacity, a “▇▇▇▇▇▇▇▇▇ Releasor”), hereby releases and discharges Buyer, the Company, and the Operating Company, together with their respective predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, Affiliates and assigns and their past, present and future officers, directors, stockholders, interest holders, principals, attorneys, agents, employees, managers, representatives, agentsassigns and successors in interest, successorsand all Persons acting by, assignsthrough, heirsunder or in concert with them, executors and administrators each of them (collectivelyeach such party, the in such capacity, a “Released PersonsCompany Releasee”) of and ), from all manner of demandsknown and unknown charges, complaints, claims (including, without limitation, any derivative or class action claims), suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debtsgrievances, liabilities, obligations, lossespromises, agreements, controversies, damages, ordersactions, writscauses of action, injunctionssuits, citationsrights, awards demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and judgments suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred) and punitive damages, of any nature whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected which any such ▇▇▇▇▇▇▇▇▇ Releasor has, or unsuspectedmay have had, matured against any Company Releasee, whether or unmaturednot apparent or yet to be discovered, fixed or contingentwhich may hereafter develop, for, upon for any actions or by reason omissions of any matter, thing or cause whatsoever, from the beginning of the world a Company Releasee prior to the Avalon Closing based upondate hereof and relating to Buyer, the Company or the Operating Company. Each ▇▇▇▇▇▇▇▇▇ Releasor further agrees that, following the Effective Date, it shall not initiate or participate in any lawsuit or other legal proceeding (including but not limited to any derivative claim or suit or any class action), or to instigate, encourage or assist any third party (including but not limited to forming a “group” with any such third party) or to enter into any discussions or agreements with any third party with respect to any lawsuit or other legal proceeding (including any derivative claim or suit or any class action), related to or arising from any obligation by actions or omissions of a Company Releasee prior to the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents date hereof and instruments delivered hereunder or any of the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the CompanyBuyer, any insurance policy of the Company or the formation Operating Company. This Agreement resolves any claim for relief that is, or organizational documents could have been alleged by any ▇▇▇▇▇▇▇▇▇ Releasor against any Company Releasee, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys’ fees related to or arising from any of the Companymatters set forth in this Section 7.

Release. Notwithstanding anything (a) Effective as of the Closing, except as otherwise set forth herein to or in the contraryAncillary Agreements, effective as Parent, on behalf of the Closing Time, in consideration of the mutual covenants and agreements contained herein, Releasor hereby irrevocably releases and forever discharges the Company itself and each of its affiliates Subsidiaries and subsidiaries Affiliates, and its individual, joint or mutual, past, present each of their respective current and future directors, former officers, managers, members, ownersdirectors, employees, representativespartners, agentsmembers, successorsadvisors, assigns, heirs, executors successors and administrators assigns (collectively, the “Parent Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges Purchaser, its Affiliates (including the Transferred Entities) and each of their respective current and former officers, managers, directors, employees, partners, members, successors and assigns (collectively, the “Purchaser Released PersonsParties”) of and from any and all manner of demandsActions, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningssuits, controversiesproceedings, omissionsexecutions, promisesjudgments, trespassesduties, debts, liabilitiesdues, obligationsaccounts, lossesbonds, damagescontracts and covenants (whether express or implied), orders, writs, injunctions, citations, awards and judgments whatsoever, claims and demands whatsoever whether in law or in equity which Releasor ever hadthe Parent Releasing Parties may have against each of the Purchaser Released Parties, now has or hereafter canin the future, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason in each case in respect of any mattercause, matter or thing or cause whatsoever, from the beginning relating to any of the world Purchaser Released Parties occurring or arising on or prior to the Avalon Closing based upon, related to or arising from any obligation by the Company to pay the Board Feesdate of this Agreement; provided, however, that nothing contained herein the foregoing release shall not apply (xi) extend in the event of Fraud, (ii) to the terms of this Agreement and any Ancillary Agreement, including those that expressly apply in respect of periods after the Closing, including (if applicable) the director and officer indemnification obligations set forth in Section 5.10 and the R&W Insurance Policy obligations set forth in Section 5.16, (iii) to claims that a Person may have relating to their status, capacity or conduct as (A) a member of the board of managers of a Transferred Entity or (B) a person who served at the specific request of the board of managers of the Company on behalf of a Transferred Entity as a partner, member, manager, member, officer, director, employee or agent of any other entity, (iv) to any proceeding Liability or Contract expressly contemplated by this Agreement or any Ancillary Agreement or any other agreement to enforce be in effect between Parent and Purchaser (or their respective Affiliates) after the terms ofClosing, or any breach ofenforcement thereof or (v) any commercial or trade agreements or arrangements in effect between Parent or its Affiliates (other than the Transferred Entities), this Agreementon the one hand, and Purchaser or its Affiliates (including the Transferred Entities), on the other documents hand. Parent shall not, and instruments delivered hereunder shall cause the Parent Releasing Parties not to, make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against the Purchaser Released Parties and their respective successors and assignees with respect to any Liabilities released pursuant to this Section 11.14(a). The Purchaser Released Parties shall be entitled to recover consequential damages (including reasonable attorneys’ fees) in defending any claim, demand or Action brought in contravention of the provisions foregoing sentence. (b) Effective as of the Closing, except as otherwise set forth herein or thereinin the Ancillary Agreements or in the event of Fraud, the Purchaser, on behalf of itself and each of its Subsidiaries and Affiliates, and each of their respective current and former officers, managers, directors, employees, partners, members, advisors, successors and assigns (collectively, the “Purchaser Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges Parent, its Affiliates (but not the Transferred Entities) and each of their respective current and former officers, managers, directors, employees, partners, members, successors and assigns (collectively, the “Parent Released Parties”) of and from any and all Actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity which the Purchaser Releasing Parties may have against each of the Parent Released Parties, now or in the future, in each case in respect of the Parent’s ownership of the Transferred Entities prior to the Closing of this Agreement; provided, however, that the foregoing release shall not apply (i) to the terms of this Agreement and any Ancillary Agreement, (ii) to any Liability or Contract expressly contemplated by this Agreement or any Ancillary Agreement or any other agreement to be in effect between Parent and Purchaser (or their respective Affiliates) after the Closing, or any enforcement thereof or (yiii) operate any commercial or trade agreements or arrangements in effect between Parent or its Affiliates (other than the Transferred Entities), on the one hand, and Purchaser or its Affiliates (including the Transferred Entities), on the other hand. Purchaser shall not, and shall cause the Purchaser Releasing Parties not to, make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against the Parent Released Parties and their respective successors and assignees with respect to release any obligation Liabilities released pursuant to this Section 11.14(b). The Parent Released Parties shall be entitled to recover consequential damages (including reasonable attorneys’ fees) in defending any claim, demand or Action brought in contravention of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the Companyforegoing sentence.

Release. Notwithstanding anything set forth herein to The Seller and the contraryMembers hereby agree as follows from and after the Closing: (a) The Seller, effective as on behalf of the Closing Time, in consideration of the mutual covenants and agreements contained herein, Releasor hereby irrevocably releases and forever discharges the Company itself and each of its affiliates Affiliates, and subsidiaries the Members, each on behalf of themselves and its individualeach of their respective Affiliates, joint hereby release and forever discharge, the Company, the Buyer (solely relating to transferee or mutual, successor liability as acquirer of the Company relating to the matters released in this Section 8.14 specifically in relation only to the Company) and each of their past, present and future directorsAffiliates (in case of the Buyer’s Affiliates, solely relating to transferee or successor liability as acquirer of the Company relating to the matters released in this Section 8.14 specifically in relation only to the Company), and the Company’s past, present and future officers, managers, members, owners, employeesdirectors, representatives, agentssuccessors and assigns (individually, successors, assigns, heirs, executors a “Releasee” and administrators (collectively, the “Released PersonsReleasees”) of from any and from all manner of demands, claims, suits, actions, litigation, arbitrationsdemands, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, liabilitiesorders, obligations, lossescontracts, damagesdebts and liabilities whatsoever (each, orders, writs, injunctions, citations, awards and judgments whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Personsa “Releasee Claim”), whether known or unknown, suspected or unsuspected, matured both at law and in equity, that the Seller and the Members or unmaturedany of their respective Affiliates now has, fixed have ever had, or contingent, for, upon or by reason of may hereafter have against the Releasees for any matter, thing cause or cause whatsoeverevent arising prior to the Closing (including, without limitation, any Releasee Claims arising from the beginning or out of the world performance of, or the failure to perform, any duties, whether known or unknown, owed by the Releasees to the Avalon Seller or the Members prior to the Closing, whether or not relating to Releasee Claims pending on, or asserted after, the Closing based uponDate, related even though caused in whole or in part by a pre-existing matter, or the negligence (whether sole, joint or concurrent), gross negligence, strict liability or other legal fault of any Releasee prior to or arising from any obligation by the Company to pay the Board FeesClosing); provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or any of the provisions set forth herein or therein, or (y) operate to release any obligation obligations of the Buyer or the Company with respect to defendany vested benefits the Members may have under the Boca Pharmacal Inc. 401(k) Profit Sharing Plan and Trust, indemnify which shall be governed by the terms of such plan, this Agreement or hold harmless Releasor arising out of any other documents executed in connection herewith or relating to Releasor’s service operate as a former director release of the Company provided in any contract rights to indemnification for actions as an officer, director, member or agreement with authorized party under the Company’s by-laws, any insurance policy of the Company operating agreement or the formation or other organizational documents or any managers, directors or officers liability insurance policies (any claim purported to be released by this Section, a “Released Claim”); and (b) The Seller and the Members hereby irrevocably covenant to refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting or causing to be commenced any claims, demands, proceedings, causes of the Companyaction or orders of any kind against any Releasee, based upon any matter purported to be released by this Section 8.14.

Release. Notwithstanding anything set forth herein Subject to paragraphs 21 and 22 of this Final Order, the contraryDebtors hereby forever, effective as of unconditionally and irrevocably release, discharge and acquit the Closing TimePrepetition Secured Parties, in consideration of the mutual covenants and agreements contained herein, Releasor hereby irrevocably releases and forever discharges the Company and each of its affiliates their respective successors, assigns, affiliates, subsidiaries, parents, officers, shareholders, directors, employees, investment advisers and subsidiaries sub-advisers, attorneys, and its individual, joint or mutualagents, past, present and future directorsfuture, officersand their respective heirs, managers, members, owners, employees, representatives, agentspredecessors, successors, assigns, heirs, executors and administrators assigns (collectively, the “Released PersonsReleasees”) of and from any and all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debtsdisputes, liabilities, obligations, lossesdemands, damages, ordersexpenses (including the fees, writscosts, injunctionsand expense of counsel), citationsdebts, awards liens, actions, and judgments causes of action of any and every nature whatsoever, whether arising in law or in equity which Releasor ever hadotherwise, now has and whether or hereafter can, shall or may have, against the Released Persons, whether not known or unknownmatured, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter, thing or cause whatsoever, from the beginning of the world to the Avalon Closing based upon, related to or arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or any of the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to, as applicable, the Prepetition First Lien Credit Agreement, the Prepetition Second Lien Credit Agreement or the Prepetition Senior Liens and/or the transactions contemplated under this Final Order including, without limitation, (i) any “lender liability” or equitable subordination claims or defenses, (ii) any and all claims and causes of action arising under the Bankruptcy Code, and (iii) any and all claims and causes of action with respect to Releasor’s service as a former director the validity, priority, perfection, or avoidability of the Company provided in Prepetition First Lien Credit Agreement, the Prepetition Second Lien Credit Agreement, the Prepetition Secured Obligations, and the Prepetition Liens. Subject to paragraphs 21 and 22 of this Final Order, the Debtors further waive and release any contract defense, right of counterclaim, right of set-off, or agreement with deduction to the Company, any insurance policy payment of the Company Prepetition Secured Obligations that the Debtors now have or may claim to have against the formation Releasees, arising out of, connected with, or organizational documents of relating to any and all acts, omissions, or events occurring prior to the Company.Bankruptcy Court entering this Final Order

Release. Notwithstanding anything set forth herein Each Obligor, each Obligor’s respective successors-in-title, legal representatives, and assignees and, to the contraryextent the same is claimed by right of, effective as of the Closing Timethrough, in consideration of the mutual covenants or under any Obligor, their past, present, and agreements contained hereinfuture employees, Releasor agents, representatives, officers, directors, shareholders, and trustees, do hereby irrevocably releases forever remise, release, and forever discharges the Company discharge each Lender Party, and each of its affiliates Lender Party’s respective successors-in-title, affiliates, subsidiaries, legal representatives, and subsidiaries and its individual, joint or mutualassignees, past, present present, and future officers, directors, officersshareholders, managerstrustees, members, ownersagents, employees, representativesconsultants, agentsexperts, successorsadvisors, assignsattorneys, heirs, executors and administrators other professionals (collectively, the “Released PersonsLender Group”) of ), from any and from all manner of demands, claims, suits, action and actions, litigation, arbitrations, proceedings, causes cause and causes of action, defenses, counterclaims, setoffs, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, ordersjudgments, writsexpenses, injunctionsexecutions, citationsliens, awards and judgments whatsoeverclaims of liens, in law claims of costs, penalties, attorneys’ fees, or any other compensation, recovery, or relief (including subordination of claims) (collectively, “Claims”) on account of any loss, liability, obligation, demand, or cause of action of whatever nature relating to, arising out of, or in equity which Releasor ever hadconnection with the Loan Agreement or any other Finance Document, including, but not limited to, acts, omissions to act, actions, negotiations, discussions, and events resulting in the finalization and execution of this Seventh Amendment or the Forbearance Agreement, as, among, and between the Obligors and the Lender Parties, such Claims whether now has accrued and whether now known or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter, thing or cause whatsoeverdiscovered, from the beginning of time through the world to the Avalon Closing based upondate hereof, related to and specifically including, without any limitation, any claims of liability asserted or that could have been asserted with respect to, arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms out of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or any of the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract manner whatsoever connected directly or agreement indirectly with the Company, any insurance policy of the Company or the formation or organizational documents of the Company“lender liability-type” claim.

Release. Notwithstanding anything (a) For and in consideration of the amount to be paid to the Sellers under this Agreement, and the additional covenants and promises set forth herein in this Agreement and the other Transaction Documents to the contrarywhich a Seller is or becomes a party, effective as of the Closing TimeClosing, in consideration of the mutual covenants each Releasing Party, hereby fully, finally and agreements contained hereinirrevocably releases, Releasor hereby irrevocably releases acquits and forever discharges the Company Company, each of its Subsidiaries, the Purchaser, each member of Purchaser and each of its affiliates and subsidiaries and its individualthe officers, joint or mutual, past, present and future directors, officerspartners, general partners, limited partners, managing directors, members, managers, membersstockholders, ownerstrustees, representatives, employees, representativesprincipals, agents, Affiliates, parents, subsidiaries, joint ventures, predecessors, successors, assigns, beneficiaries, heirs, executors executors, personal or legal representatives, insurers and administrators attorneys of any of them (collectively, the “Released PersonsParties”) of from any and from all manner of demandscommitments, actions, debts, claims, counterclaims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningsdamages, controversies, omissions, promises, trespasses, debtsdemands, liabilities, obligations, lossescosts, damagesexpenses, orders, writs, injunctions, citations, awards and judgments compensation of every kind and nature whatsoever, in past, present, or future, at law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Personsequity, whether known or unknown, suspected contingent or unsuspectedotherwise, matured or unmatured, fixed or contingent, for, upon or by reason of any matter, thing or cause whatsoever, from the beginning of the world to the Avalon Closing based upon, related to or arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms ofwhich such Releasing Parties, or any breach ofof them, had, has, or may have had at any time in the past until and including the Closing against the Released Parties, or any of them, including any claims which relate to or arise out of such Releasing Party’s prior relationship with the Company or any of its Subsidiaries or its rights or status as a stockholder, member, manager, partner, officer or director of the Company and further including any claims of fraud or fraudulent inducement in connection with the negotiation, execution and performance of this Agreement, the other Transaction Documents and any of the other documents and instruments agreements to which a Seller is a party in connection with the Transactions, except with respect to any claim arising out of this Agreement or the agreements executed and delivered hereunder herewith (collectively, “Causes of Action”). In executing this Agreement, each Seller acknowledges that it has been informed that Purchaser, the Company or any of the provisions set forth herein or thereinits Subsidiaries may from time to time enter into agreements for additional types of financing, or (y) operate to release any obligation including recapitalizations, mergers and initial public tender offerings of capital stock of Purchaser, the Company to defendor any of its Subsidiaries, indemnify and also may pursue acquisitions or hold harmless Releasor enter into agreements for the sale of Purchaser, the Company or any of its Subsidiaries, which may result in or reflect an increase in equity value or enterprise value, and that any and all claims arising out of from or relating to Releasor’s service such transactions or such increases in equity value or enterprise value (without limitation) are encompassed within the scope of this release, and that the sole exceptions to the scope of this release are for claims arising after the date hereof directly under this Agreement and the Transaction Documents in accordance with their respective terms. (b) Each Seller hereby represents that each Releasing Party (i) has not assigned any Causes of Action or possible Causes of Action against any Released Party, (ii) fully releases all Causes of Action against the Released Parties including unknown and contingent Causes of Action (other than those specifically reserved above) effective as a former director of the Company provided in any contract or agreement Closing, and (iii) has consulted with counsel with respect to the Company, any insurance policy execution and delivery of this general release and has been fully apprised of the Company consequences hereof. Furthermore, each Seller further agrees, on behalf of itself and the Releasing Parties, not to institute any litigation, lawsuit, claim or action against any Released Party with respect to the formation or organizational documents released Causes of the CompanyAction.

Release. Notwithstanding anything set forth herein to the contrary, effective as of the Closing Time, in In further consideration of the mutual covenants execution by the Administrative Agent and agreements contained hereinthe Lenders of this Amendment, Releasor to the extent permitted by applicable law, the Borrower, on behalf of itself and each of its Subsidiaries, and all of the successors and assigns of each of the foregoing (collectively, the “Releasors”), hereby irrevocably completely, voluntarily, knowingly, and unconditionally releases and forever discharges the Company and Collateral Agent, the Administrative Agent, each of the Lenders, and, in the case of each of the foregoing, each of its affiliates and subsidiaries and its individual, joint or mutual, past, present and future directors, officers, managers, members, ownerseach of their advisors, professionals and employees, representatives, agents, successors, assigns, heirs, executors each affiliate of the foregoing and administrators all of their respective permitted successors and assigns (collectively, the “Released PersonsReleasees”) of ), from any and from all manner of demandsclaims, claimsactions, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, other liabilities, obligationsincluding, losseswithout limitation, damagesany so-called “lender liability” claims or defenses (collectively, orders“Claims”), writs, injunctions, citations, awards and judgments whatsoever, whether arising in law or in equity equity, which Releasor any of the Releasors ever had, now has or hereafter hereinafter can, shall or may have, have against any of the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, Releasees for, upon or by reason of any matter, cause or thing whatsoever from time to time occurred on or cause whatsoever, from the beginning of the world prior to the Avalon Closing based upondate hereof, related to in any way concerning, relating to, or arising from (i) any obligation by of the Company to pay Transactions, (ii) the Board Fees; providedSecured Obligations, however(iii) the Collateral, that nothing contained herein shall (xiv) extend to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder Credit Agreement or any of the provisions set forth herein other Loan Documents, (v) the financial condition, business operations, business plans, prospects or therein, or (y) operate to release any obligation creditworthiness of the Company Borrower, and (vi) the negotiation, documentation and execution of this Amendment and any documents relating hereto except for Claims determined by a court of competent jurisdiction by final and nonappealable judgment to defendhave resulted from the gross negligence, indemnify bad faith or hold harmless Releasor arising out willful misconduct of such Releasee (or relating to Releasor’s service as a former director any of its Related Parties). The Releasors hereby acknowledge that they have been advised by legal counsel of the Company provided in any contract or agreement with the Company, any insurance policy meaning and consequences of the Company or the formation or organizational documents of the Companythis release.

Release. Notwithstanding anything set forth herein to Upon the contraryEffective Date, effective as each Settlement Class member and the Named Class Representatives, on behalf of the Closing Timethemselves and their heirs, in consideration of the mutual covenants and agreements contained hereinexecutors, Releasor hereby irrevocably releases and forever discharges the Company administrators, beneficiaries, predecessors, successors, assigns and each of its affiliates them, and subsidiaries any of their former and its individualpresent employees, joint or mutual, past, present and future directors, officers, managersaccountants, membersagents, owners, employeesattorneys, representatives, affiliates, and subsidiaries shall and hereby do forever and fully release and discharge the Released Parties, and each of them, and each of their former and present employees, directors, officers, accountants, agents, attorneys, insurers, investment bankers, representatives, direct and indirect parents, affiliates, subsidiaries, franchisees, and each of their heirs, successors, assignsexecutors, heirsadministrators, executors beneficiaries, predecessors, assigns and administrators (collectively, the “Released Persons”) each of them of and from all any manner of demands, claims, suits, civil or administrative actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningssuits, injunctive relief, obligations, claims, debts, demands, agreements, promises, liabilities, controversies, omissionscosts, promisesexpense, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards and judgments attorneys’ fees whatsoever, whether in law or in equity which Releasor ever hadand whether based on any federal, now has state, common, or hereafter canforeign law right of action or otherwise, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspectedforeseen and unforeseen, matured or unmatured, fixed or contingentand no matter how denominated, for, upon or by reason of any matter, thing or cause whatsoever, from which the beginning of the world to the Avalon Closing based upon, related to or arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents Named Class Representatives and instruments delivered hereunder Settlement Class Members or any of the provisions set forth herein or thereinthem, ever had, now have, or (y) operate shall or may hereafter have concerning the Facility in any way either individually, or as a member of a class, against the Released Parties, or any of them for, based on, by reason of, or arising from or in any way related to release the conduct or conditions alleged in Plaintiffs' Amended Complaint filed in this Action, except for any obligation of the Company to defend, indemnify or hold harmless Releasor claim expressly reserved herein and except that nothing herein releases any claim arising out of the violation or relating to Releasor’s service as a former director breach of the Company provided Settlement Agreement. Anything to the contrary herein notwithstanding, the Release shall not bar any claims for medically diagnosed personal injuries related based on, by reason of, or arising from or in any contract way related to the conduct or agreement with conditions alleged in Plaintiffs’ Amended Complaint filed in this Action. Similarly, anything to the Companycontrary notwithstanding, this Release shall also not bar claims of any insurance policy kind arising from the airborne emissions of pollutants, air contaminants, and/or noxious odors to the Company or extent occurring after the formation or organizational documents of Effective Date. All such claims are expressly reserved, as are the CompanyReleased Parties’ defenses to any such claims.

Release. Notwithstanding anything set forth herein (a) Without limiting the above, without limiting any provisions of the Equinix Lease, and subject to the contraryrepresentations and warranties of Seller contained in Section 3.1 hereof, effective as Buyer on behalf of the Closing Timeitself and its successors and assigns waives its right to recover from, in consideration of the mutual covenants and agreements contained herein, Releasor hereby irrevocably forever releases and forever discharges discharges, Seller, Seller’s affiliates, Seller’s investment advisor, the Company and each of its affiliates and subsidiaries and its individualpartners, joint or mutualtrustees, pastbeneficiaries, present and future shareholders, members, managers, directors, officers, managersemployees and agents and representatives of each of them, members, owners, employees, representatives, agentsand their respective heirs, successors, assigns, heirs, executors personal representatives and administrators assigns (collectively, the “Released PersonsSeller Related Parties”) of ), from any and from all manner of demands, claims, suits, actions, litigation, arbitrations, legal or administrative proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debtslosses, liabilities, obligations, losses, damages, orderspenalties, writsfines, injunctionsliens, citationsjudgments, awards costs or expenses whatsoever (including, without limitation, court costs and judgments whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Personsattorneys’ fees and disbursements), whether direct or indirect, known or unknown, suspected foreseen or unsuspectedunforeseen, matured that may arise on account of or unmaturedin any way be connected with (i) the physical condition of the Property including, fixed without limitation, all structural and seismic elements, all mechanical, electrical, plumbing, sewage, heating, ventilating, air conditioning and other systems, the environmental condition of the Property and the presence of Hazardous Materials on, under or contingentabout the Property, foror (ii) any law or regulation applicable to the Property, upon including, without limitation, any Environmental Law and any other federal, state or local law, except to the extent caused by reason the negligence or willful misconduct of Seller or any Seller Related Parties. Buyer and Seller acknowledge that the release contained in this Section 3.7(a) shall not apply to any fraud on the part of Seller in connection with the negotiation or execution of this Agreement or in the delivery or disclosure of any matterDue Diligence Materials. (b) In connection with Section 3.7(a) above, thing or cause whatsoever, from Buyer expressly waives the beginning benefits of Section 1542 of the world California Civil Code, which provides as follows: “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.” BUYER ACKNOWLEDGES AND AGREES THAT IT HAS BEEN REPRESENTED BY LEGAL COUNSEL OF ITS CHOICE IN CONNECTION WITH THIS AGREEMENT, AND THAT SUCH COUNSEL HAS EXPLAINED TO BUYER THE PROVISIONS OF THIS SECTION 3.7. BY INITIALING BELOW, BUYER CONFIRMS IT HAS AGREED TO THE PROVISIONS OF THIS SECTION 3.7. BUYER’S INITIALS: (c) Notwithstanding anything to the Avalon contrary set forth in this Section 3.7 or in Section 3.6, Seller acknowledges that an affiliate of Seller is simultaneous with the Closing based upon, related to or arising from any obligation by executing the Company to pay the Board Fees; provided, however, Equinix Lease and that nothing contained herein in these sections shall (x) extend to any proceeding to enforce limit, modify or amend the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or any obligations of the provisions set forth herein or therein, or (y) operate to release any obligation of tenant under the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the CompanyEquinix Lease.

Release. Notwithstanding anything set forth herein The Borrower may have certain Claims (as defined below) against the Released Parties (as defined below) regarding or relating to the contrary, effective as Credit Agreement or the other Loan Documents. The Bank and the Borrower desire to resolve each and every one of such Claims in conjunction with the Closing Time, execution of this Amendment and thus the Borrower makes the releases contained in this Section 8. In consideration of the mutual covenants Bank entering into this Amendment and agreements contained agreeing to concessions as set forth herein, Releasor the Borrower hereby irrevocably fully and unconditionally releases and forever discharges the Company and each of its affiliates and subsidiaries the Bank and its individual, joint or mutual, past, present and future respective directors, officers, managersemployees, memberssubsidiaries, ownersbranches, employeesaffiliates, attorneys, agents, representatives, agentssuccessors and assigns and all persons, successorsfirms, assigns, heirs, executors corporations and administrators organizations acting on any of their behalves (collectively, the “Released PersonsParties”) ), of and from any and all manner of demands, claims, suitsallegations, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, costs or demands and liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards and judgments whatsoeverof whatever kind or nature, in law or in equity each case, up to the date on which Releasor ever had, now has or hereafter can, shall or may have, against the Released Personsthis Amendment is executed, whether known or unknown, suspected liquidated or unsuspectedunliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, fixed suspected or contingentunsuspected, foranticipated or unanticipated, upon which the Borrower has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any matter, thing act or cause whatsoever, from omission on the beginning part of the world to the Avalon Closing based upon, related to or arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms ofReleased Parties, or any breach ofof them, in each case, occurring prior to the date on which this AgreementAmendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the other documents dealings among the parties up to and instruments delivered hereunder including the date on which this Amendment is executed, in each case, arising in connection with the administration or enforcement of the Credit Agreement or any of the provisions set forth herein or thereinLoan Documents (collectively, or (y) operate to release any obligation all of the Company to defendforegoing, indemnify the “Claims”). The Borrower represents and warrants that it has no knowledge of any Claim by it against the Released Parties or hold harmless Releasor arising out of any facts or relating to Releasor’s service as a former director acts of omissions of the Company provided in any contract or agreement with Released Parties which on the Company, any insurance policy date hereof would be the basis of a Claim by Borrower against the Company or Released Parties which is not released hereby. The Borrower represents and warrants that the formation or organizational documents foregoing constitutes a full and complete release of the Companyall Claims.

Release. Notwithstanding anything set forth herein to the contrary, effective as of the Closing Time, (a) For and in consideration of the mutual covenants payments to be made and agreements contained hereinthe promises including those related to termination of employment set forth in the Employment Agreement, Releasor except as provided in Section 2(d) hereof, I, for myself and for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as “Releasors”), hereby irrevocably releases forever release, waive and forever discharges discharge the Company Company, employee benefit and/or pension plans or funds, insurers, successors and each assigns, and all of its affiliates and subsidiaries and its individual, joint or mutual, their past, present and and/or future directors, officers, managerstrustees, membersagents, ownersattorneys, employees, representativesfiduciaries, agentstrustees, successors, administrators and assigns, heirswhether acting as agents for the Company or in their individual capacities (collectively referred to as “Releasees”), executors from any and administrators (collectivelyall claims, the “Released Persons”) of and from all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards fees and judgments liabilities of any kind whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected which Releasors ever had, now have, or unsuspected, matured or unmatured, fixed or contingent, for, upon or hereafter may have against Releasees by reason of any matteractual or alleged act, thing omission, transaction, practice, policy, procedure, conduct, occurrence, or cause whatsoeverother matter up to and including the date of my execution of this Release, from the beginning of the world to the Avalon Closing based uponincluding without limitation, those in connection with, or in any way related to or arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms out of, my employment, service as a director, service as a trustee, service as a fiduciary or any breach of, this Agreement, the other documents and instruments delivered hereunder or termination of any of the provisions set forth herein foregoing with the Company or thereinany other agreement, understanding, relationship, arrangement, act, omission or occurrence, with the Company or other claims. (b) Without limiting the generality of the foregoing, except as provided in Section 2(d) this Release is intended and will release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter have against the Releasees including, but not limited to, (yi) operate to release any obligation claim of discrimination or retaliation under the Age Discrimination in Employment Act (“ADEA”) 29 U.S.C. Section 621 et seq., Title VII of the Company Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or the Family and Medical Leave Act; (ii) any claim under the Florida Civil Rights Act of 1992 (formerly known as the Human Rights Act of 1977), the Florida Equal Pay Law, the Florida Aids Act, the Florida Whistle Blower Law and waivable rights under the Florida Constitution; (iii) except as provided in Section 2(d) hereof, any other claim (whether based on federal, state or local law or ordinance statutory or decisional) relating to defend, indemnify or hold harmless Releasor arising out of my employment, the terms and conditions of such employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, but not limited, breach of contract (express or implied), tort, wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) except as provided in Section 2(d) hereof, any claim for attorney’s fees, costs, disbursements and the like. (c) I agree that I will not, from any source or proceeding, seek or accept any award or settlement with respect to any claim or right released by Section 2(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Release which I released pursuant to Section 2(a) or (b) above. I further represent that, as of the date I sign this Release, I have not taken any action encompassed by this Section 2(c). If, notwithstanding the foregoing promises, I violate this Section 2(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and attorneys’ fees and other expenses which result from, or are incidents to, such violation. Notwithstanding anything herein to the contrary, this Section 2(c) will not apply to any claims that I may have under the ADEA and will not apply to the portion of the release provided for in Section 2(a) or (b) relating to Releasorthe ADEA. (d) The sole matters to which the release and covenants in this Section 2 do not apply are: (i) Releasors’ rights of indemnification and coverage under directors’ and officers’ liability insurance to which Releasors are entitled under the Company’s By-laws, the Company’s Certificate of Incorporation, and Section 12 of my Employment Agreement, with regard to my service as a former an officer and director of the Company provided in Company; (ii) Releasors’ rights to any contract or agreement with vested accrued benefits under the Company’s employee benefit plans, under COBRA or under ERISA; (iii) Releasors’ rights under any insurance policy outstanding stock options or other equity-based award; or (iv) Releasors’ rights as a common stockholder of FECI, (iv) payment to which Releasors are entitled under my Employment Agreement in the Company event of termination without Cause or resignation with Good Reason, (v) amounts, if any, due to Releasors under Section 4 of my Employment Agreement, (vi) any other rights of Releasors under my Employment Agreement which survive termination thereof, (vii) Releasors’ rights, if any, under my Change in Control Agreement or (viii) Releasors’ rights under the formation or organizational documents of the CompanyContribution Agreement.

Release. Notwithstanding anything set forth herein to the contrary, effective as Producer acknowledges and agrees that production of the Closing Time, in consideration TPW Content will involve international travel and may involve filming at potentially dangerous and/or remote locations. Producer acknowledges and understands that it is of the mutual covenants essence to this Amendment #2 and agreements contained hereinthe Agreement, Releasor and Producer ▇▇▇▇▇▇ agrees on behalf of Producer, Producer’s heirs, next of kin, spouse, guardians, legal representatives, employees, executors, administrators, agents, successors and assigns (collectively, the “Releasing Parties”), that Producer and the other Releasing Parties do indemnify and hereby unconditionally and irrevocably releases release and forever discharges discharge Company, Company’s affiliates, licensees, assigns, distributors, brand sponsors, advertisers, the Company Gates Foundation and each of its affiliates and subsidiaries and its individualthe foregoing parties' employees, joint or mutual, past, present and future directorsagents, officers, managersdirectors, board members, shareholders, members, owners, employees, representatives, agents, successors, assigns, heirs, executors and administrators representatives (collectively, the “Released Persons”Parties,” which for the avoidance of doubt includes Company) of from and from against any and all manner of claims, demands, claimsliens, agreements, contracts, actions, suits, actionscosts, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, obligations, lossesattorneys' fees, damages, ordersjudgments, writsorders and liabilities of whatever kind or nature in law, injunctions, citations, awards and judgments whatsoever, in law equity or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Personsotherwise, whether now known or unknown, suspected or unsuspected, matured and whether or unmaturednot concealed or hidden (collectively, fixed the “Released Claims”) in any way directly or contingent, for, upon or by reason of any matter, thing or cause whatsoever, from the beginning of the world to the Avalon Closing based upon, indirectly related to or arising from any obligation by directly or indirectly out of the Company to pay TPW Content, Producer’s participation in the Board Fees; provideddevelopment and production of the TPW Content and/or Producer’s services hereunder. The Released Claims will include, howeverbut not be limited to, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or those based on negligence of any of the provisions set forth herein Released Parties, libel, slander, defamation, invasion of privacy, false light, right of publicity or thereinpersonality, misappropriation, intentional infliction of emotional distress, negligent infliction of emotional distress, contract, tort, death, disability, personal injury, property damage, property theft and/or infringement of copyright arising from or (y) operate to release any obligation in connection with the TPW Content, Producer’s participation in the development and production of the Company to defend, indemnify TPW Content and/or Producer’s services hereunder. Producer and the other Releasing Parties hereby unconditionally and irrevocably agree that neither Producer nor the other Releasing Parties will sue or hold harmless Releasor arising out of or relating to Releasor’s service as a former director make any claim against any of the Company provided Released Parties with respect to the Released Claims. Producer further acknowledges and agrees that it shall obtain from any and all persons and entities involved in any contract the TPW Content or agreement in connection with the Companyservices to be rendered hereunder, any insurance policy a signed, written release of the Company or the formation or organizational documents Released Claims in favor of the CompanyReleased Parties in a form approved by Company prior to such individuals traveling to any production location and/or otherwise commencing services in connection with the TPW Content. Producer knowingly and voluntarily waives any and all rights and benefits conferred upon it by the provisions of Section 1542 of the California Civil Code or by any similar law or provision, which Section reads as follows: “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.”

Release. Notwithstanding anything set forth herein to the contrary, effective (a) Effective as of the Closing TimeDate, in consideration each Contributor, on behalf of the mutual covenants and agreements contained hereinthemselves and, Releasor hereby irrevocably releases and forever discharges the Company and each of its affiliates and subsidiaries and its individualas applicable, joint or mutualtheir trustees, past, present and future directorsemployees, officers, managersdirectors, equityholders, members, ownerspartners, employeesdirectors, managers, shareholders, representatives, agents, successors, assignspredecessors, heirsAffiliates, executors attorneys and administrators assigns (the “Contributor Related Parties”), hereby releases, acquits and forever discharges Acquiror, Acquiror Intermediate Holdco, Acquiror Topco, the Company and their respective Subsidiaries and their respective employees, officers, equityholders, directors, representatives, agents, successors, predecessors, Affiliates, attorneys and assigns (collectively, the “Contributor Released PersonsParties”) of ), from any and from all manner of claims, rights, demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespassessuits, debts, obligations, liabilities, obligationsdamages, losses, damagescosts and expenses (including attorneys’ fees), orderswhether based on Canadian, writsU.S., injunctionsforeign, citationsfederal, awards and judgments whatsoeverstate, in provincial, local, statutory or common law or in equity which Releasor ever hadany other Law of any kind, now has nature and/or description, matured or hereafter canunmatured, shall liquidated or may haveunliquidated, against the Released Personsaccrued or unaccrued, whether actual or potential, known or unknown, suspected or unsuspected, matured contingent or unmatured, fixed or non-contingent, forwhether or not asserted, upon threatened, alleged or by reason litigated, at law, equity or otherwise (collectively, “Contributor Released Claims”), arising out of, relating to, or resulting from any circumstances, conduct, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations or omissions, errors, negligence, breach of any mattercontract, thing tort, violation of Law, matter or cause whatsoeveroccurring or arising prior to or on the Closing Date and arising from or related in any way to the ownership, from the beginning management or operation of the world Company on or prior to the Avalon Closing based uponDate, related to or arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or which any of the provisions set forth herein Contributors or thereinContributor Related Parties has had, now has, or may have in the future against the Contributor Released Parties, whether known or unknown, except only the Contributor Excluded Claims. Each Contributor acknowledges that such Contributor has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542 (yor a comparable statute, rule, regulation or order of another jurisdiction), a statute that otherwise prohibits the release of unknown claims, 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. Each such Contributor being aware of said code section, or a comparable statute, rule, regulation or order of another jurisdiction, agrees to expressly waive any rights such Contributor may have thereunder, as well as under any other statute or common law principles of similar effect. (b) operate to release any obligation Each of the Company Contributors hereby agrees not to, and to defendnot cause the Contributor Related Parties to, indemnify directly or hold harmless Releasor arising out indirectly assert any Contributor Released Claims or demand, or file, commence, institute or cause to be commenced any suit or proceeding of any kind, against or relating to Releasor’s service as a former director on behalf of any of the Company provided Contributor Released Parties, in their corporate or individual capacities, for any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the CompanyContributor Released Claims.

Release. Notwithstanding anything set forth herein to the contrary, effective as of the Closing Time, in In consideration of the mutual covenants foregoing amendments, the Note Parties signatory hereto, and, to the extent the same is claimed by right of, through or under any Note Party, for its past, present and agreements contained hereinfuture successors in title, Releasor representatives, assignees, agents, officers, directors and shareholders, does hereby irrevocably releases and shall be deemed to have forever discharges the Company remised, released and discharged each of its affiliates the Agent and subsidiaries the Holders, and its individualtheir respective Affiliates, joint or mutualand any of the respective successors-in-title, legal representatives and assignees, past, present and future officers, directors, officersshareholders, managerstrustees, members, ownersagents, employees, representativesconsultants, agentsexperts, successorsadvisors, assignsattorneys and other professionals and all other persons and entities to whom any Agent, heirsHolders or any of their Affiliates would be liable if such persons or entities were found to be liable to the Note Parties, executors and administrators or any one of them (collectively, collectively hereinafter the “Released PersonsParties”) of ), from any and from all manner of demands, claims, suits, action and actions, litigation, arbitrations, proceedings, causes cause and causes of action, claims, charges, demands, counterclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, ordersjudgments, writsexpenses, injunctionsexecutions, citationsliens, awards claims of liens, claims of costs, penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any liability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise (including without limitation those arising under 11 U.S.C. §§ 541-550 and judgments whatsoeverinterest or other carrying costs, in law or in equity which Releasor ever hadpenalties, now has or hereafter canlegal, shall or may haveaccounting and other professional fees and expenses, against the Released Personsand incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, matured now existing, heretofore existing or unmaturedwhich may heretofore accrue against any of the Released Parties, fixed whether held in a personal or contingentrepresentative capacity, forand which are based on any act, upon fact, event or by reason of any omission or other matter, cause or thing (each, a “Claim”) occurring at or cause whatsoever, from the beginning of the world to the Avalon Closing based upon, related to or arising from any obligation by time prior to and including the Company to pay the Board Fees; provideddate hereof in any way, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms directly or indirectly arising out of, connected with or any breach ofrelating to this Agreement or the other Note Documents, this Agreementand the transactions contemplated hereby and thereby, the and all other agreements, certificates, instruments and other documents and instruments delivered hereunder statements (whether written or oral) related to any of the foregoing. Each Note Party acknowledges that the laws of many states provide substantially the following: “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.” Each Note Party acknowledges that such provisions set forth herein are designed to protect a person from waiving Claims which such person does not know exist or thereinmay exist. As to each and every Claim released hereunder, or each Note Party hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, agrees that it shall be deemed to waive the benefit of any such provision (y) operate to release any obligation including, without limitation, Section 1542 of the Company to defend, indemnify Civil Code of California and each other similar provision of applicable state or hold harmless Releasor arising out of or relating to Releasor’s service as a former director federal law (including the laws of the Company provided in any contract or agreement State of Delaware)), if any, pertaining to general releases after having been advised by their legal counsel with respect thereto. Each Note Party acknowledges and agrees that the Company, any insurance policy of the Company or the formation or organizational documents of the Companyforgoing waivers were bargained for separately.

Release. Notwithstanding anything set forth herein to the contrary, effective as (a) Each of the Closing TimePhymatrix Parties, in consideration collectively and individually, irrevocably waives and releases now and forever, and will not maintain or assert, any claims, counterclaims, setoffs or Actions of the mutual covenants any kind or nature whatsoever, whether now known or unknown and agreements contained hereinwhenever discovered against any ▇▇▇▇▇▇▇ Party, Releasor hereby irrevocably releases and forever discharges the Company and each of its affiliates and subsidiaries and its individual, joint or mutual, past, present and future directors, officers, managersemployees (including the former employees of the Dasco Companies listed on Exhibit D hereto (the "Employees")), membersagents, ownersattorneys, legal representatives (including ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, P.A.), successors, or assigns, directly or indirectly arising out of, based upon, or in any manner connnected with, any Prior Related Event. (b) Each of the ▇▇▇▇▇▇▇ Parties, collectively and individually, irrevocably waives and releases now and forever, and will not maintain or assert, any claims, counterclaims, setoffs or Actions of any kind or nature whatsoever, whether now known or unknown and whenver discovered against any Phymatrix Party, its directors, officers, employees, agents, attorneys, legal representatives, agents, successors, or assigns, heirsdirectly or indirectly arising out of, executors and administrators (collectively, the “Released Persons”) of and from all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards and judgments whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter, thing or cause whatsoever, from the beginning of the world to the Avalon Closing based upon, related or in any manner connected with, any Prior Related Event, PROVIDED, HOWEVER, that this Agreement shall not be construed to limit, restrict, modify or amend any right (i) of ▇▇▇▇▇▇▇ or any Employee to indemnification as a result of prior service as a director, officer, employee or agent of any Phymatrix Party subject to applicable law and the organizational documents of the Phymatrix Parties, (ii) of ▇▇▇▇▇▇▇ or any Employee to any benefit that now or hereafter may be due as a result of ▇▇▇▇▇▇▇'▇ or such Employee's relationship with any Phymatrix Party, including without limitation, unpaid wages, employee benefits, distribution of 401(k) account balances, unreimbursed expenses or any other employee benefit, or (iii) that ▇▇▇▇▇▇▇ may have relating to or arising from any obligation by his ownership of shares of Phymatrix as a member of the Company to pay the Board Feesclass of shareholders generally; provided, however, that nothing ▇▇▇▇▇▇▇ may not exercise such right in violation of Section 5.5 of this Agreement (c) As used herein, "Prior Related Event", shall mean any transaction, event, circumstance, action, failure to act, or occurrence of any sort or type related in any way to (i) the parties' business and emmployment activities prior to the date hereof, or (ii) relationships relating to the matters covered by this Agreement prior to the date hereof. The release contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or any of the provisions set forth herein or therein, or (y) operate not be construed to release any obligation party from liability for any acts after the date hereof nor shall this release constitute an admission by any party of any liability for any matter or as a precedent upon which liability may be asserted. (d) This Section 5 shall not be construed to limit the force or effect of the Company Other Agreements (as defined in Article 8) (e) If requested by any ▇▇▇▇▇▇▇ Party, any Phymatrix Party shall execute and deliver an individual release to defendany Person released pursuant to subsection (a) above and if requested by any Phymatrix Party, indemnify any ▇▇▇▇▇▇▇ Party shall execute and deliver an individual release to any Person released pursuant to Subsection (b) above. (f) Nothing contained herein shall amend, alter, restrict or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided affect in any contract manner any right or agreement obligation with the Company, any insurance policy respect to indemnification or otherwise that a general partner of the Company a Project may have based on law or the formation or organizational relevant Project documents and this Agreement shall not grant a general partner of the Companya Project any additional indemnification rights.

Release. Notwithstanding anything set forth herein to the contrary, effective as of the Closing Time, in In consideration of the mutual covenants Benefits being provided to you under this Agreement, which, absent this Agreement, a significant portion of which you otherwise would not be entitled to receive, you, on behalf of yourself, your heirs, estate, executors, administrators, representatives, successors and agreements contained hereinassigns, Releasor and anyone claiming to be acting on your behalf or in your interest, hereby irrevocably releases and unconditionally release, acquit and forever discharges discharge the Company Corporation, its affiliates, subsidiaries, benefit plans, related companies, partnerships and each of its affiliates joint ventures, and subsidiaries and its individualtheir former, joint or mutual, past, present current and future officers, directors, officersshareholders, managers, members, ownerspartners, employees, representativesfiduciaries, agents, successorsattorneys, assignsinsurers and representatives, heirswhether acting in their individual or official capacities, executors and administrators all persons acting by, through, or in concert with any of them, and all their predecessors, successors and assigns (collectively, all of which are hereinafter collectively referred to as the “Released PersonsParties”) of ), from any and from all manner of claims, demands, claimslosses, suitsliabilities, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards and judgments whatsoever, in law action or in equity which Releasor ever had, now has similar rights of any type arising or hereafter can, shall accruing on or may have, against before the Released Persons, date this Agreement is executed (whether known or unknown), suspected as a result of or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason because of any matteract, thing omission, or cause whatsoever, from the beginning of the world failure to the Avalon Closing based upon, related to or arising from any obligation act by the Company Released Parties, including but not limited to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or any of the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor those arising out of or relating in any way to Releasoryour employment by, association with, or termination of employment with the Corporation (hereinafter collectively referred to as “Claims”). THIS IS A GENERAL RELEASE, subject only to the specific exceptions set forth in subparagraphs 9(b), (c) and (d). (a) These Claims include, but are not limited to, any claims for monetary damages, wages, bonuses, commissions, unused sick pay, severance or similar benefits, expenses, attorneys’ fees or other indemnities, or other personal remedies or damages sought in ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - Retirement Transition Agreement August 10, 2007 any legal proceeding or charge filed with any court arising under the Age Discrimination in Employment Act (“ADEA”), including but not limited to the Older Workers Benefit Protection Act (“OWBPA”), except as it relates to the validity of this release under the ADEA as amended by the OWBPA, and Executive Order 11141, Executive Order 11246, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Federal Equal Pay Act, the Family and Medical Leave Act, the Immigration Reform and Control Act, the Uniformed Services Employment and Reemployment Rights Act, the Employee Retirement Income Security Act, the Workers Adjustment and Retraining Notification Act, the Fair Labor Standards Act, Article 49B of the Annotated Code of Maryland, the Maryland Equal Pay Act, and the Maryland Declaration of Rights, ▇▇▇▇▇▇▇▇▇▇ County Code, Chapter 27, Article I, Section 27-1. The Claims released include, but are not limited to, claims arising under any other federal, state, or local laws or regulations restricting an employer’s service right to terminate employees, or otherwise regulating employment, including but not limited to any federal, state, or local law enforcing express or implied employment contracts or covenants; any other federal, state or local laws providing relief for alleged wage and hour violations; wrongful discharge; breach of contract, including any and all tort claims, including but not limited to, physical or personal injury in any way related to your employment or termination of employment; emotional distress or stress claims in any way related to your employment or termination of employment, intentional or negligent infliction of emotional distress, fraud, negligent misrepresentation, defamation, invasion of privacy, violation of public policy and similar or related claims and any and all claims arising under common law. The claims released include claims that in any way are brought by or on behalf of the government, whether or not the government joins the action such as in the case of a qui tam. (b) Without limiting the generality of the foregoing, you agree not to file any lawsuit seeking monetary damages for yourself and asserting any claims that are lawfully released in paragraph 9(a). You further hereby irrevocably and unconditionally waive any and all rights to recover any relief and damages concerning the claims that are lawfully released in paragraph 9(a). (c) Notwithstanding the foregoing, you are not releasing (1) your right to enforce this Agreement; (2) any rights to benefits you may have under the Corporation’s retirement plans or programs; (3) any claims arising under any Federal or state securities laws that you may have as a former director stockholder of the Company provided Corporation; (4) any claims for unemployment compensation; (5) any claims for benefits under the Maryland Workers Compensation Act; (6) any claims solely relating to the validity of this Release of Claims under the ADEA, as amended, (7) any indemnification rights, under the same eligibility rules, as afforded to all other current or former officers of the Corporation pursuant to the Corporation’s bylaws and/or applicable state law; or (8) your right to file a charge with the U.S. Equal Employment Opportunity Commission or any similar state or local government agency. (d) No Federal, state or local government agency is a party to this Agreement, and none of the provisions of this Agreement restrict or in any contract way affect a government agency’s authority to investigate or agreement seek relief in connection with the Company, any insurance policy of the Company or Claims. However, if a government agency were to pursue any matters falling within the formation or organizational documents Claims, which it is free to do, you and the Corporation agree that, as between you and the Corporation, this Agreement will control as the exclusive remedy and full settlement of all such Claims by you for money damages. The Agreement is a binding contract between two private parties—you and the CompanyCorporation. Therefore, the Agreement affects the two parties’ rights only, with no impact on any government agency.

Release. Notwithstanding anything set forth herein to the contrary, effective as of the Closing Time, (a) For and in consideration of the mutual amount to be paid to the Sellers and the Beneficial Owners under this Agreement, and the additional covenants and agreements contained hereinpromises set forth in this Agreement, Releasor each Seller and each Beneficial Owner, on behalf of itself, himself or herself and its assigns, heirs, beneficiaries, representatives, agents and Affiliates (the “Releasing Parties”), hereby fully, finally and irrevocably releases releases, acquits and forever discharges the Purchased Assets, each Company and each of its affiliates and subsidiaries and its individualtheir respective pre-Closing officers, joint or mutual, past, present and future directors, officers, managers, memberspartners, ownersshareholders, representatives, employees, representativesprincipals, agents, partners, subsidiaries, predecessors, successors, assigns, beneficiaries, heirs, executors executors, in each case as of or prior to the date hereof and administrators in each of their capacity as such, (collectively, the “Released PersonsParties”) of from any and from all manner of demandscommitments, actions, debts, claims, counterclaims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningsdamages, controversies, omissions, promises, trespasses, debtsdemands, liabilities, obligations, lossescosts, damages, orders, writs, injunctions, citations, awards expenses and judgments compensation of every kind and nature whatsoever, in past or present, at law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Personsequity, whether known or unknown, suspected contingent or unsuspectedotherwise, matured which such Releasing Parties, or unmaturedany of them, fixed had, has or contingentmay have had at any time in the past until and including the date of this Agreement against the Released Parties, foror any of them, upon or by reason of including but not limited to any matter, thing or cause whatsoever, from the beginning of the world to the Avalon Closing based upon, related claims which relate to or arising from arise out of such Releasing Party’s prior relationship with the Companies (including its respective present and former subsidiaries, parent entities or any obligation by predecessors-in-interest) (collectively, for the Company to pay purposes of this Section 9.16, “Causes of Action”) and, for the Board Feesavoidance of doubt, Causes of Action shall not be considered Assumed Liabilities; provided, however, that nothing contained herein this release shall (x) extend to any proceeding to enforce the terms of, not affect or any breach of, this Agreement, the other documents and instruments delivered hereunder or impair any of the provisions set forth herein rights, claims, actions or therein, or (y) operate to release any obligation other proceedings of the Company Releasing Parties or any obligations of the Released Parties to defendthe Releasing Parties arising (and the following shall not be included in Causes of Action) (i) under this Agreement or any Ancillary Agreement, indemnify (ii) under Contracts, arrangements, promises or hold harmless Releasor arising out of other obligations to remain in place or relating to Releasor’s service be entered into at or following the Closing, (iii) as a former director result solely and exclusively of an action or event occurring after the Closing, (iv) under any indemnification obligations of the Company provided in Companies pursuant to the organizational documents of the Companies, (v) under any contract or agreement with the Company, coverage under any applicable insurance policy of the Company or Companies covering the formation or organizational documents directors, officers and/or managers of the CompanyCompanies for the period prior to the Closing or (vi) from any rights of such Releasing Party to unpaid compensation, employee benefits or expense reimbursements; provided, further, that this release shall not affect or impair any of the rights, claims, actions or other proceedings of representatives and agents of any Seller or any Beneficial Owner or any obligations of such to the Releasing Parties (and such shall not be included in Causes of Action) except to the extent such representative or agent is able to bring such claims, actions or other proceedings on behalf of any Seller or any Beneficial Owner. Notwithstanding anything in this Section 9.16 to the contrary, representatives and agents of any Seller or any Beneficial Owner shall only be considered Releasing Parties in relation to any Causes of Action such representatives or agents may be able to make on behalf of any Seller or any Beneficial Owner. (b) The Releasing Parties hereby represent to the Released Parties that the Releasing Parties: (i) have not assigned any Causes of Action or possible Causes of Action against any Released Party, (ii) fully intend to release all Causes of Action against the Released Parties including unknown and contingent Causes of Action (other than those specifically reserved above in Section 9.16(a)) and (iii) have consulted with counsel with respect to the execution and delivery of this general release and has been fully apprised of the consequences hereof. (c) Each Releasing Party acknowledges that such Releasing Party has been advised to consult with legal counsel and is familiar with the principle that a general release does not extend to claims that the releaser does not know or suspect to exist in his/her/its favor at the time of executing the release, which, if known by him/her/it, must have materially affected his/her/its settlement with the releasee. Each Releasing Party being aware of said principle agrees to expressly waive any rights such Releasing Party may have thereunder, as well as under any other Law or common law principles of similar effect. (d) Each of the Releasing Parties hereby acknowledges that he, she or it has been informed that University Pharmacy, its Affiliates and/or its successors may from time to time enter into agreements for additional types of financing, including recapitalizations, mergers and initial public offerings of equity interests of University Pharmacy, its Affiliates and/or its successors, and also may pursue acquisitions or enter into agreements for the sale of University Pharmacy, its Affiliates and/or its successors or all or a portion of University Pharmacy’s, its Affiliates’ and/or its successor’s assets, which may result in or reflect an increase in equity value or enterprise value of University Pharmacy, its Affiliates and/or its successors, and that any and all claims based on such increases in equity value or enterprise value (other than those specifically reserved above in Section 9.16(a)) are encompassed within the scope of the release described in this Section 9.16. (e) The Releasing Parties hereby irrevocably covenant to refrain from, directly or indirectly: (i) asserting any Causes of Action, or commencing, instituting or causing to be commenced, or continuing with any claim, action or proceeding for a Cause of Action, and this Agreement may be raised by any Released Party, any Buyer and/or University Pharmacy (after the Closing) as an estoppel to any such claims, actions or proceedings and (ii) making any claim or commencing any action or proceeding against any Person (or assisting or encouraging any other Person in connection therewith) in which any claim, action or proceeding would arise against any Released Party for contribution or indemnity or other relief from, over and against any Released Party or which otherwise results in a Released Party suffering or incurring any Losses, whether under common law, equity, statute, Contract or otherwise, with respect to a Cause of Action. Without in any way limiting any of the rights and remedies otherwise available to any Released Party, the Releasing Parties shall indemnify and hold harmless each Released Party, each Buyer and/or University Pharmacy (after the Closing) from and against all Causes of Action whether or not involving third party claims, actions or proceedings, arising directly or indirectly from or in connection with the assertion by or on behalf of each Releasing Party or any of its Affiliates of any claim, action or proceeding or other matter which is, or is purported to be, a Cause of Action. It is the intention of each Seller, each Beneficial Owner and the other Releasing Parties that the release described in this Section 9.16 be effective as a bar to each Cause of Action hereinabove specified. In furtherance of this intention, Sellers, Beneficial Owners and the other Releasing Parties hereby expressly waive any and all rights and benefits conferred upon it by the provisions of applicable Law with respect to any Cause of Action and expressly consents that the release described in this Section 9.16 shall be given full force and effect according to each and all of its express terms and provisions.

Release. Notwithstanding anything set forth herein to the contrary(a) Employee, effective as on behalf of the Closing Timehimself and his successors, in consideration of the mutual covenants and agreements contained hereinheirs, Releasor assigns, executors, administrators and/or estate, hereby irrevocably releases and unconditionally releases, acquits and forever discharges the Company Omega, its subsidiaries, parents, divisions and related or affiliated entities, and each of its affiliates their respective predecessors, successors or assigns, and subsidiaries and its individualthe officers, joint or mutual, past, present and future directors, officerspartners, managers, members, owners, employeesshareholders, representatives, agentsemployees and agents of each of the foregoing (the "Releasees"), successorsfrom any and all charges, assigns, heirs, executors and administrators (collectively, the “Released Persons”) of and from all manner of demandscomplaints, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, obligations, lossespromises, agreements, controversies, damages, ordersactions, writscauses of action, injunctionssuits, citationsrights, awards demands, costs, losses, debts and judgments whatsoeverexpenses (including attorneys' fees and costs actually incurred), in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected that directly or unsuspectedindirectly arise out of, matured relate to or unmaturedconcern Employee's employment or business relationship with the Releasees ("Claims"), fixed which Employee has, has had or contingent, for, upon or by reason may have in the future against the Releasees as the result of any matter, thing act or cause whatsoever, omission occurring from the beginning of the world time up to the Avalon Closing based upondate on which Employee executes this Agreement (to be reaffirmed through the Resignation Date in the Release), related including, without limitation, all claims for: breach of express or implied contract; promissory estoppel; severance payments or benefits other than as expressly set forth in this Agreement; compensation of any sort other than ordinary wages due for work performed for the current pay period; fraud, deceit or misrepresentation; intentional, reckless or negligent infliction of emotional distress; breach of any expressed or implied covenant of employment, including the covenant of good faith and fair dealing; interference with contractual or advantageous relations; claims for defamation or damaged reputation; discrimination on any basis under federal, state or local law, including without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, as amended, the Age Discrimination in Employment Act, as amended, the Family and Medical Leave Act, the Worker Adjustment Retraining and Notification Act, The Fair Labor Standards Act, the Michigan Civil Rights Act; the Michigan Equal Pay Act; the Michigan Persons with Disabilities Civil Rights Act; and any other federal, state or local statute or ordinance. Nothing in this Section 4(a) shall be deemed to or arising release the Releasees from any obligation by claims Employee may have (i) expressly arising under this Agreement, (ii) for indemnification pursuant to and in accordance with applicable statutes and the Company applicable terms of the charters, articles of organization or by-laws of Omega or its affiliates or under any indemnification agreements, (iii) vested retirement benefits under the terms of qualified employee benefit plans, (iv) for accrued benefits under the terms of applicable employee benefit plans identified on Exhibit C attached hereto, or (v) accrued but unpaid compensation regularly due during the current pay period. (b) Employee represents and warrants that he has no claims against Omega for (i) compensation or severance payments, other than compensation regularly due during the current pay period; (ii) benefits, other than as set forth on Exhibit C attached hereto; and (iii) accrued and unused vacation, except as in the amount as reflected in Omega's records, from time to pay the Board Fees; provided, however, time. (c) Employee warrants and represents that nothing contained herein shall (x) extend he has not assigned or transferred to any proceeding to enforce the terms ofperson or entity any claims or causes of action, or any breach ofportion thereof, which he is releasing herein. (d) Employee's release in Section 4(a) and in the Release does not apply to any rights of indemnification that Employee may have pursuant to the Indemnity Agreement dated January 19, 1999 between Omega and Employee (the "Indemnity Agreement"). Omega fully, finally and forever releases and discharges Employee of and from all claims, demands, actions, causes of action, suits, damages, losses, and expenses, but only to the extent that Employee is entitled to indemnification with respect to the same pursuant to the Indemnity Agreement. (e) Omega hereby advises Employee to discuss all aspects of this Agreement, the other documents Agreement with his attorney. Employee acknowledges that he has carefully read and instruments delivered hereunder or any fully understands all of the provisions set forth herein or thereinof this Agreement and that he is voluntarily entering into this Agreement. Employee acknowledges that he has been given the opportunity, or if he so desired, to consider this Agreement for forty-five (y45) operate to release any obligation days before executing it. In the event that Employee executes this Agreement within less than forty-five (45) days of the Company date of its delivery to defendhim, indemnify or hold harmless Releasor arising out he acknowledges that such decision was entirely voluntary, that he had the opportunity to consider this Agreement for the entire forty-five (45) day period, and that he intentionally and voluntarily waived his right to take forty-five (45) days to review this Agreement. Employee retains the right for a period of or relating to Releasor’s service as a former director seven (7) days from the date of the Company provided in any contract or agreement with the Companyexecution of this Agreement to revoke this Agreement by written notice to Taylor Pickett, any insurance policy CEO of Omega, 900 Victors Way, Suite 350, Ann ▇▇▇▇▇, ▇▇ ▇▇▇08. None of Omeg▇'▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇e expiration of the Company or the formation or organizational documents of the Companyseven (7) day period.

Release. Notwithstanding anything set forth herein to the contrary, effective (a) Effective as of the Closing TimeClosing, in consideration of the mutual covenants and agreements contained herein, Releasor hereby irrevocably releases and forever discharges the Company each Stockholder and each of its affiliates and subsidiaries and its individual, joint or mutual, past, present and future directors, their respective officers, managers, members, ownersdirectors, employees, representativesagents, agentsaffiliates, successors, assigns, heirs, heirs and executors and administrators (collectively, the “Released PersonsStockholders Releasors”) of ), hereby unconditionally and irrevocably releases and discharges Buyer and its successors and assigns (collectively, the “Buyer Releasees”), from all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, omissionsagreements, promises, variances, trespasses, debts, liabilities, obligations, losses, damages, ordersjudgments, writsextents, injunctionsexecutions, citationsclaims, awards and judgments demands whatsoever, in law law, admiralty or in equity equity, which such Stockholder Releasor ever had, now has or hereafter can, shall or may have, have against the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, any Buyer Releasee for, upon or by reason of any matter, thing fact or cause whatsoever, from the beginning of the world circumstance occurring or arising on or prior to the Avalon Closing based upon, related to or arising from any obligation by the Company to pay the Board FeesDate; provided, howeverthat the foregoing shall not affect the rights, liabilities or obligations of any party under the Transaction Documents. Each Stockholder represents and warrants that nothing contained herein shall (x) extend he has not assigned any of his or its claims released by this Section 5.10 to any proceeding other person on or prior to enforce the terms ofdate hereof, and will not assign any such claim. (b) Each of the Stockholder Releasors irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any breach of, this Agreement, the other documents and instruments delivered hereunder or proceeding of any kind against any Buyer Releasee based upon any matter released pursuant to Section 5.5(a). (c) Each of the provisions set forth herein Stockholder Releasors acknowledges that he, she or thereinit has been advised by, or (y) operate has had the opportunity to be advised by and has waived such opportunity, independent legal counsel. This release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service shall act as a former director release of the Company provided in all future claims that may arise from any contract matter released pursuant to Section 5.5(a) that is currently known, unknown, foreseen, unforeseen, suspected or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the Companyunsuspected.

Release. Notwithstanding anything set forth herein to the contrary, effective as of the Closing Time(a) Each Shareholder and Seller, in consideration each case on behalf of the mutual covenants itself and agreements contained hereinits successors and assigns, Releasor and all Persons claiming by, through, or under any of them, jointly and severally (each, a “Related Person”), hereby fully and irrevocably releases releases, acquits and forever discharges Purchaser and the Company Subject Companies and each of its affiliates and subsidiaries and its individual, joint or mutual, their respective past, present and future officers, directors, officersshareholders, managersmanaging directors, members, ownersrepresentatives, employees, representativesprincipals, agents, successorsAffiliates, Subsidiaries (direct and indirect), joint ventures, predecessors, successors and assigns, heirs, executors and administrators (collectively, the “Released PersonsParties”) of ), from any and from all manner of demandslosses, claims, suitsdemands, actionsrights, litigationencumbrances, arbitrationscontracts (other than, if applicable, employment contracts), covenants or proceedings, causes and causes of actionwhatever kind or nature in Law, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards and judgments whatsoever, in law equity or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Personsotherwise, whether known or unknown, suspected and whether or unsuspectednot concealed or hidden, matured all of which such Shareholder, the Seller or unmaturedany Related Person now owns or holds or has at any time owned or held or may hereafter own or hold against any Released Party at any time related to any matter occurring on or prior to the Closing Date, fixed relating to the business, affairs, governance or contingent, for, upon or by reason management of any matterSubject Company, thing or cause whatsoever, from the beginning of the world to the Avalon Closing based upon, related to or except for (i) rights and claims arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, under this Agreement, the other documents and instruments delivered hereunder or (ii) rights directly arising from such Person’s employment with any of the provisions set forth herein or thereinSubject Companies, or including rights to unpaid salary, wages, health and welfare benefits, expense reimbursement consistent with company policies and rights under any employment agreement, (yiii) operate rights to release any obligation of indemnification, if any, under the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the CompanySubject Companies, and (iv) rights and claims arising under any existing contractual relationship. (b) Each Shareholder and Seller hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against the Released Parties, based upon any matter released hereby.

Release. Notwithstanding anything set forth herein Subject to the contraryprovisions of Section 4 below, effective as each of the Closing TimeParties and Tritel for itself and for and on behalf of each, in consideration any and all of the mutual covenants and agreements contained hereinTritel's agents, Releasor hereby irrevocably releases and forever discharges the Company and each of its affiliates and subsidiaries and its individual, joint or mutual, past, present and future directors, officers, managers, members, ownersservants, employees, representatives, agents, successors, assigns, heirs, executors directors and administrators officers (collectively, "TRITEL AGENTS"), and any and all predecessors and subsidiaries who are or may in any manner whatsoever have claims (said parties hereinafter collectively referred to as the “Released Persons”) "TRITEL RELEASORS"), jointly and severally, have released and discharged, and by these presents do hereby, jointly and severally, release and discharge ▇▇▇▇▇▇▇▇, of and from any and all manner of demands, claims, suitsdemands, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningssuits and damages of every kind and nature whatsoever, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards and judgments whatsoeverwhich the Tritel Releasors or any of them may have or claim to have, in law or in equity which Releasor ever hadequity, now has for damages, costs, losses and expenses of every kind or hereafter can, shall or may have, against the Released Personsnature whatsoever, whether known or unknown, suspected anticipated or unsuspectedunanticipated and whether accrued or hereafter to accrue, matured caused by, resulting from, growing out of or unmaturedin any manner connected with any acts or omissions, fixed facts, events, circumstances, situations or contingentincidents arising, foroccurring or existing on or before the date of this Agreement whether or not such claims have been expressly asserted, upon verbally or by reason of any matterin writing, thing or cause whatsoever, from the beginning of the world to the Avalon Closing based upon, related to or against ▇▇▇▇▇▇▇▇, arising from or relating in any obligation by manner to: (i) the Company to pay the Board Fees; providedorganization and operation of Tritel, howeverTritel Management, that nothing contained herein shall MSM and any of their predecessors and subsidiaries, (xii) extend to ▇▇▇▇▇▇▇▇'▇ employment or affiliation with, or serving as a director or in any proceeding to enforce the terms ofother capacities for or on behalf of Tritel, Tritel Management, MSM or any of their predecessors and subsidiaries, or any breach ofchange in such status whether by termination, this Agreementdemotion or reduction of duties, (iii) except for payments expressly set forth in the Transaction Documents, any claims for compensation of any type whether earned, unearned, past, present or future from Tritel, Tritel Management, MSM or their predecessors and subsidiaries, including, without limitation, salaries, bonuses, expense reimbursements, director fees, manager fees, stock options or any other documents economic incentives, (iv) any personal guaranties or other obligations or indebtedness of ▇▇▇▇▇▇▇▇ to Tritel, Tritel Management, MSM or their predecessors and instruments delivered hereunder subsidiaries, (v) any other matter, event or occurrence relating in any manner to or growing out of any relationship between ▇▇▇▇▇▇▇▇ and any of Tritel, Tritel Management, MSM or their predecessors and subsidiaries, or (vi) any and all personal torts of any type relating to or growing out of any of the provisions set forth herein matters described in Section 1.1(i) through (v) above, including, without limitation, libel, slander, defamation, emotional or thereinmental distress, breach of fiduciary duties or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the Companyotherwise.

Release. Notwithstanding anything set forth herein (a) For good and valuable consideration, including Centene Corporation’s (the “Company”) providing of a certain payment to the contrary, effective as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (“Executive”) in accordance with Section 2(c) of the Closing TimeSeparation Agreement and Release between Executive and the Company, in consideration dated September 26, 2021 (the “Separation Agreement”), Executive, for and on behalf of the mutual covenants himself and agreements contained hereinhis executors, Releasor administrators, successors and assigns, hereby irrevocably releases and forever discharges unconditionally release the Company Company, together with its parents, subsidiaries, co-venturers and affiliates (including, but not limited to, Centene Management Company), and each of its affiliates their respective predecessors, successors and subsidiaries assigns, and its individualall of those entities’ current and former partners, joint or mutual, past, present and future directors, officers, managersshareholders, members, owners, heirs, assigns, employees, representatives, agents, successorsofficers, assignsdirectors, heirsattorneys, executors and administrators insurers, but only in their capacities as such (collectively, the “Released PersonsReleasees”) of from any and from all manner of demandsrights, claims, suitscharges, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningscomplaints, controversiessums of money, omissionssuits, debts, covenants, contracts, agreements, promises, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards and judgments demands or liabilities of every kind whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Personsequity, whether known or unknown, suspected or unsuspectedunsuspected (collectively, matured “Claims”) which Executive or unmaturedhis heirs, fixed executors, administrators, successors or contingentassigns ever had, for, upon now has or may hereafter claim to have by reason of any matter, cause or thing or cause whatsoever, : (i) arising from the beginning of time through the world date upon which Executive signs this Agreement, including, but not limited to, any such Claims (A) relating in any way to Executive’s employment relationship with the Avalon Closing based uponCompany, related to Centene Management Company or any other Releasees, and (B) arising from under any obligation federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Executive Retirement Income Security Act of 1974, the Missouri Human Rights Act, the Missouri Service Letter statute, the Missouri Minimum Wage Law, the Missouri Wage Payment Law, all as amended and including all of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) relating to employment termination; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company to pay or any of the Board Feesother Releasees and Executive, including, but not limited to, the Executive Severance Agreement and the Company LTI Plans; provided, however, that notwithstanding the foregoing, nothing contained herein in this Section 1 shall in any way diminish or impair: (xI) extend any rights Executive may have to any proceeding vested benefits under qualified retirement and welfare benefit plans; (II) Executive’s ability to bring proceedings to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or any of the provisions set forth herein or therein, ; or (yIII) operate to release any obligation of Claims Executive may have that cannot be waived under applicable law, such as unemployment benefits, workers’ compensation and disability benefits. (b) Executive acknowledges and agrees that the Company and the Releasees have fully satisfied any and all obligations owed to defend, indemnify or hold harmless Releasor Executive arising out of or relating to ReleasorExecutive’s service as a former director of the Company provided in any contract or agreement employment with the Company, Centene Management Company or any insurance policy of the Releasees, and no further sums, payments or benefits are owed to Executive by the Company or the formation or organizational documents any of the Releasees arising out of or relating to Executive’s employment with the Company, Centene Management Company or any of the Releasees, except as expressly provided in Section 2 of the Separation Agreement.

Release. Notwithstanding anything set forth herein to In consideration for the contraryExecutive’s continued employment with the Company, effective as the Executive, for and on behalf of the Closing TimeExecutive and the Executive’s heirs, in consideration of dependents, executors, administrators, trustees, legal representatives, agents, successors and assigns (collectively, the mutual covenants and agreements contained herein“Releasing Parties”), Releasor hereby irrevocably releases and unconditionally releases, acquits and forever discharges the Company Company, Parent, and each Holdings, and all of its affiliates and subsidiaries and its individual, joint or mutual, their past, present and/or future subsidiaries, divisions, affiliates, employee benefit plans, successors and assigns and all of its or their past, present and/or future directorsshareholders, officers, managers, memberspartners, ownersdirectors, employees, agents, representatives, agentsattorneys, affiliates, predecessors, successors, assigns, heirsas applicable, executors and administrators all other persons acting by, through, under, or in concert with any of them (collectively, the “Released PersonsReleasees”) of ), from and from against any and all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningssuits, debts, liens, contracts, agreements, obligations, promises, liabilities, claims, rights, demands, damages, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damagescosts, orders, writs, injunctions, citations, awards and judgments whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Personsexpenses (including attorneys’ fees) of any and all kinds, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingentcontingent (collectively, forthe “Claims”), upon which the Releasing Parties now have, own, hold, or by reason claim to have, own, or hold, or at any time heretofore had, owned, held, or claimed to have, own, or hold, against the Releasees, or any of them in connection with or in any mattermanner related to, thing or cause whatsoever, from the beginning of the world arising in connection with all matters relating to the Avalon Closing based upon, related to or arising from any obligation Executive’s employment by the Company prior to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend Effective Date and all changes to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or any conditions of the provisions set forth herein or therein, or (y) operate to release any obligation Executive’s employment with the Company. It is the intention of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service and the Releasing Parties in executing this Agreement that this Agreement shall be effective as a former director bar to each and every Claim hereinabove mentioned or implied, and each of the Company provided in and the Releasing Parties hereby knowingly and voluntarily waive any contract or agreement with the Company, any insurance policy and all such Claims. Each of the Company and the Releasing Parties expressly consent 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, demands, charges and causes of action (notwithstanding any state statute that expressly limits the effectiveness of a general release of the unknown, unsuspected and unanticipated claims), if any, as well as those relating to any other claims, demands and causes of action hereinabove mentioned or implied. The foregoing release shall not apply to the formation or organizational documents Executive’s rights with respect to accrued and vested benefits under any employee benefit plan of the Company. The Company agrees to release Executive from all claims of which the Board of Directors has actual knowledge as of the Effective Date of this Agreement.

Release. Notwithstanding anything set forth herein As an inducement for Parent and Merger Sub to consummate the contrarytransactions contemplated by this Agreement and the Merger Agreement and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, effective as of the Closing Timedate hereof, in consideration each undersigned Shareholder Party (the "Releasors") on his, her or its behalf and on behalf of his, her or its (i) heirs, executors, administrators, agents, successors and assigns or (ii) predecessors, parents, subsidiaries, affiliates and other related entities, as well as any current or former benefit plan administrators, and their respective trustees, officers, directors, stockholders or members (whether their ownership interests are held directly or indirectly), partners, agents, attorneys, employees, successors and assigns (the mutual covenants and agreements contained herein"Releasor Persons"), Releasor as applicable, hereby irrevocably releases and forever unconditionally releases, waives and discharges the Company and each of its predecessors, parents, subsidiaries, affiliates and subsidiaries other related entities, and its individual, joint or mutualall of their respective, past, present and future officers, directors, officersshareholders, managersaffiliates, members, owners, employeesagents, representatives, agents, successors, assigns, heirs, executors successors and administrators assigns (collectively, the “"Released Persons”) of Parties"), from any and from all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningssuits, debts, dues, sums of money, accounts, bonds, bills, covenants, contracts, controversies, omissionsagreements, promises, variances, trespasses, debts, liabilities, obligations, losses, damages, ordersjudgments, writsexecutions, injunctionsclaims and demands of every type and nature whatsoever, citationsknown or unknown, awards and judgments whatsoeverasserted or unasserted, in law or in equity (each a "Claim" and collectively, the "Claims") which the Releasors and/or the Releasor ever Persons had, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter, thing or cause whatsoever, from the beginning of the world to the Avalon Closing based upondate hereof relating to, related to or arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or any of the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement connection with the Company, its business and/or its assets, including any insurance policy Claims arising out of or resulting from each Releasors status, relationship, affiliation, rights, obligations and/or duties as a director, officer, employee or securityholder of the Company; provided that, for the avoidance of doubt, the foregoing shall not apply to (i) outstanding claims for reimbursement of business-related expenses to which a Shareholder Party is entitled under the Company's policies, (ii) any rights of such person under the Merger Agreement or any other agreement entered into pursuant thereto or (iii) any right to indemnification that such Releasor or its related Releasor Persons may have in his, her or its capacity as a director, officer or employee of the Company under the articles of incorporation or the formation or organizational documents bylaws of the Company, the WBCA or contract.

Release. Notwithstanding anything set forth herein Effective as of the Closing, each of Parent, Merger Sub, the Company (on behalf of the Surviving Corporation), each of their respective controlled Affiliates, successors and assigns (each a “Releasing Party”), hereby fully and unconditionally releases, acquits and forever discharges the current and former managers, partners, officers and directors of the Company and its Subsidiaries, the Sponsors, the Company Stockholders, the Company Optionholders, and each of their respective Affiliates, successors and assigns and each other Non-Party Affiliate (each a “Released Person”) from all debts, demands, causes of action, suits, covenants, torts, damages and any and all claims, defenses, offsets, judgments, demands and liabilities whatsoever, of every name and nature, whether in Law or in equity, whether in contract or in tort or otherwise, known or unknown, accrued or unaccrued (collectively, “Claims”), which have been or could have been asserted against any Released Person, which any Releasing Person has or ever had, which arises out of or in any way relates either to a Released Person’s status as a direct or indirect stockholder of the Company or, to the contraryextent applicable, effective in its capacity as a manager, partner, officer or director of the Company, and/or to events, circumstances or actions occurring, existing or taken prior to or as of the Closing Time, Date in consideration respect of the mutual covenants and agreements contained herein, Releasor hereby irrevocably releases and forever discharges matters relating to the Company and its Subsidiaries (each a “Released Claim”); provided, that each Releasing Party retains, and do not release, acquit or discharge any of its affiliates their rights and subsidiaries and its individual, joint or mutual, past, present and future directors, officers, managers, members, owners, employees, representatives, agents, successors, assigns, heirs, executors and administrators interests (collectivelyi) against the parties to this Agreement, the “Released Persons”Shareholders Agreement, the Company Documents, the Confidentiality Agreement, the Escrow Agreement, the Paying Agent Agreement or any other agreement delivered in connection with the transactions contemplated hereby, (ii) of and from all manner of demands, with respect to claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of actionaction or any liabilities that arise as a result of actual and intentional fraud by a Released Person or (iii) with respect to any claim of, reckoningsor liability to, controversiesthe Company or any of its Subsidiaries (or any successors thereof) against any Released Person to the extent resulting from the Released Person’s status as an employee of the Company or any of its Subsidiaries. Each of Parent and Merger Sub covenants and agrees that it will not, omissionsand will cause the Surviving Corporation and their respective controlled Affiliates not to, promisestake any action inconsistent with this Section 10.7 (including commencing any litigation with respect to, trespassesor, debtsdirectly or indirectly, liabilitiestransferring to another Person, obligationsany Released Claim). This Section 10.7 shall survive the Closing, losses, damages, orders, writs, injunctions, citations, awards is intended for the benefit of and judgments whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against be enforced directly by each of the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason and shall be binding on all successors and permitted assigns of any matter, thing or cause whatsoever, from Parent and the beginning of the world to the Avalon Closing based upon, related to or arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or any of the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the CompanySurviving Corporation.

Release. Notwithstanding anything set forth herein to the contrary, effective as As of the Closing TimeClosing, Seller, in consideration its individual capacity and on behalf of all of its Affiliates and all members, stockholders, officers and directors of any of the mutual covenants foregoing and agreements contained hereinall other persons claiming by, Releasor through, for or under Seller or on behalf of Seller (such other persons hereinafter referred to collectively as the “Seller Related Parties”) hereby irrevocably releases and forever unconditionally releases, settles, cancels, discharges and acknowledges to be fully and finally satisfied any and all claims, demands, rights, actions, causes of action, debts, accounts, covenants, contracts, agreements, promises, damages, costs, reimbursements, compensation, liabilities and expenses, including attorneys’ fees, of any and every kind, nature or description whatsoever, known or unknown, at law or in equity other than those arising under this Agreement (collectively, “Seller Claims and Losses”), which Seller or any of the Seller Related Parties may have had or may now have or assert against the Company and each of its affiliates and subsidiaries and its individual, joint or mutual, past, present and future directors, officers, managers, members, owners, employees, representatives, agents, successors, assigns, heirs, executors and administrators any Company Subsidiaries (collectively, the “Purchaser Released PersonsParties”) of and from all manner of demands), claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards and judgments whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason are on account of any mattermatter whatsoever attributable to the period, thing or cause whatsoeverarising during the period, from the beginning of time through and including the world Closing (all Seller Claims and Losses released in this Section 6.17 being referred to as the Avalon Closing based “Seller Released Claims”). Seller agrees that neither Seller nor the Seller Related Parties, or any of them, nor anyone claiming under, through or for them or on their behalf will bring, file, institute, prosecute, maintain, participate in, or recover upon, related either directly or indirectly, or encourage or benefit from the institution of, any suit, charge, administrative proceeding, investigation, or action at law or in equity against the Purchaser Released Parties, or any of them, in or before any court, agency or forum, state or federal, or otherwise, for or relating to any of the Seller Released Claims. Seller agrees that this release may be pleaded by the Purchaser Released Parties as a counterclaim or cross-claim to or arising from as a defense in bar or abatement of any obligation by Seller Released Claim. Following the Closing, the Seller Related Parties shall have no right of contribution against the Company to pay or any Company Subsidiaries for any indemnification payment made by any Seller Related Parties hereunder, and the Board FeesSeller Related Parties hereby waive any and all rights of contribution that they may have against the Company or any Company Subsidiaries; provided, however, that nothing contained herein the foregoing shall (x) extend to any proceeding to enforce not affect the terms of, or any breach of, this Agreement, the other documents rights of former officers and instruments delivered hereunder or any of the provisions set forth herein or therein, or (y) operate to release any obligation directors of the Company and the Company Subsidiaries to defendreceive indemnification from the Company and the Company Subsidiaries as contemplated by Section 6.10. Notwithstanding anything to the contrary in this Section 6.16, indemnify or hold harmless Releasor arising out of or relating this Section 6.16 shall not apply to Releasor’s service any Intercompany Transactions that are reflected as a former director Current Liability in the calculation of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the CompanyNWC.

Release. Notwithstanding anything set forth herein to a. Acquiror, for itself, and on behalf of its Affiliates, including Merger Sub, and its and their respective equity holders, partners, joint venturers, lenders, administrators, representatives, shareholders, parents, subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns (the contrary“Acquiror Releasing Parties”), effective as of the Closing Timehereby absolutely, in consideration of the mutual covenants forever and agreements contained herein, Releasor hereby irrevocably fully releases and forever discharges the Company and its Affiliates and each of its affiliates and subsidiaries and its individual, joint or mutual, past, their respective present and future former direct and indirect equity holders, directors, officers, managersemployees, memberspredecessors, ownerspartners, employeesshareholders, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, assigns, heirs, executors and administrators assigns (collectively, the “Company Released PersonsParties”) of and ), from all manner of claims, contentions, rights, debts, liabilities, demands, claimsaccounts, suitsreckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards and judgments of any kind whatsoever, whether due or owing in law the past, present or in equity which Releasor ever hadfuture and whether based upon contract, now has tort, statute or hereafter canany other legal or equitable theory of recovery, shall or may have, against the Released Persons, and whether known or unknown, suspected or unsuspected, matured asserted or unmaturedunasserted, fixed or contingent, formatured or unmatured, upon with respect to, pertaining to, based on, arising out of, resulting from, or relating to the Merger Agreement, the Ancillary Agreements or the transactions contemplated by reason the Merger Agreement, including, without limitation, any breach of any matterrepresentation, thing warranty, covenant or cause whatsoever, from agreement contained in the beginning of Merger Agreement or the world to Ancillary Agreements (the Avalon Closing based upon, related to or arising from any obligation by the Company to pay the Board Fees“Acquiror Released Claims”); provided, however, that nothing contained herein shall if a person or entity that is not a party to the Merger Agreement or this Agreement (xother than any Affiliate of Acquiror) extend to makes a claim of any proceeding to enforce sort against Acquiror or both Acquiror and the terms Company, this Agreement does not (i) bar Acquiror from seeking indemnity or contribution from the Company or (ii) bar the Company from opposing any claim by Acquiror for indemnity or contribution. b. The Company, for itself, and on behalf of its Affiliates, and its and their respective equity holders, partners, joint venturers, lenders, administrators, representatives, shareholders, parents, subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns (the “Company Releasing Parties” and, together with the Acquiror Releasing Parties, the “Releasing Parties”), hereby absolutely, forever and fully releases and discharges Acquiror and its Affiliates, including Merger Sub, and each of their respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, shareholders, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and assigns (the “Acquiror Released Parties” and, together with the Company Released Parties, the “Released Parties”), from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from, or relating to the Merger Agreement, the Ancillary Agreements or the transactions contemplated by the Merger Agreement, including, without limitation, any breach ofof any representation, warranty, covenant or agreement contained in the Merger Agreement or the Ancillary Agreements (the “Company Released Claims” and, together with the Acquiror Released Claims, the “Released Claims”); provided, however, that if a person or entity that is not a party to the Merger Agreement or this Agreement (other than any Affiliate of the Company) makes a claim of any sort against the Company or both Acquiror and the Company (a “Third Party Claim”), this Agreement does not (i) bar the Company from seeking indemnity or contribution from Acquiror or (ii) bar Acquiror from opposing any claim by the Company for indemnity or contribution; provided, further, that, for and in consideration of Acquiror entering into this Agreement, the other documents and instruments delivered hereunder Company hereby agrees that, notwithstanding anything to the contrary in this Agreement, (i) the Company does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Trust Account”) established in connection with Acquiror’s initial public offering with respect to any Released Claim or any Third Party Claim; and (ii) the Company will not seek recourse against the Trust Account with respect to any Released Claim or Third Party Claim. c. Each Party, on behalf of itself and its related Releasing Parties, hereby covenants to the provisions set forth herein other Party not to directly or thereinindirectly encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by such Party or its Affiliates or any third party of a suit, arbitration, mediation, or claim (yincluding a third party or derivative claim) operate to release against any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or Released Party relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the CompanyReleased Claim.

Release. Notwithstanding anything set forth herein (a) Without limiting the provisions of Section 4.4, Buyer, for itself and any successors and assigns of Buyer, waives its right to the contraryrecover from, effective as of the Closing Time, in consideration of the mutual covenants and agreements contained herein, Releasor hereby irrevocably forever releases and forever discharges discharges, and covenants not to sue, ▇▇llers, Sellers' Affiliates, Sellers' asset manager, property managers, any lender to any Seller or Sellers (in their capacity as lender), the Company and each of its affiliates and subsidiaries and its individualpartners, joint or mutualtrustees, pastshareholders, present and future controlling persons, directors, officers, managersattorneys, membersemployees and agents of each of them, owners, employees, representatives, agentsand their respective heirs, successors, assignspersonal representatives and assigns (each a "Seller Party", heirs, executors and administrators (collectively, the “Released Persons”"Seller Parties") of with respect to any and from all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards and judgments whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released PersonsClaims, whether direct or indirect, known or unknown, suspected foreseen or unsuspectedunforeseen, matured that may arise on account of or unmaturedin any way be connected with any Property including, fixed or contingentwithout limitation, forthe physical, upon or by reason of any matter, thing or cause whatsoever, from the beginning environmental and structural condition of the world to the Avalon Closing based uponrelated Real Property or any law or regulation applicable thereto, related including, without limitation, any Claim or matter (regardless of when it first appeared) relating to or arising from (i) the use, presence, discharge or release of Hazardous Materials on, under, in, above or about any obligation by Real Property, (ii) any patent or latent defects or deficiencies with respect to any of the Company Properties, (iii) any and all matters related to pay the Board FeesProperties or any portion thereof, including without limitation, the condition and/or operation of the Properties and each part thereof, and (iv) the presence, release and/or remediation of asbestos and asbestos containing materials in, on or about any of the Properties regardless of when such asbestos and asbestos containing materials were first introduced in, on or about any of the Properties; provided, however, Buyer does not waive its rights, if any, to recover from, and does not release or discharge or covenant not to sue ▇▇▇ Seller or any Seller Party for any act of such Seller that nothing contained herein shall (x) extend is found by a court of competent jurisdiction to any proceeding to enforce the terms of, constitute fraud or any breach ofof such Seller's obligations or representations (subject to the provisions of Section 4.2) set forth in this Agreement. (b) Buyer hereby waives and agrees not to commence any action, legal proceeding, cause of action or suits in law or equity, of whatever kind or nature, including, but not limited to, a private right of action under the federal superfund laws, 42 U.S.C. sections 9601 et seq. and California Health and Safety Code sections 25300 et seq., directly or indirectly, against any of the Sellers, Sellers' Affiliates or Seller Parties or their agents in connection with the Claims described above and expressly waives the provisions of Section 1542 of the California Civil Code (or any similar provision or principle of law which may apply in any other state where any other state where any Property is located) which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR EXPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR." and all similar provisions or rules of law. Buyer elects to and does assume all risk for such claims heretofore and hereafter arising, whether now known or unknown by Buyer. To the extent permitted by law, Buyer hereby agrees, represents and warrants that Buyer realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and Buyer further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Buyer nevertheless hereby intends to release, discharge and acquit Sellers from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which might in any way be included as a material portion of the consideration given to Sellers by Buyer in exchange for Sellers' performance hereunder. Without limitation of the foregoing, if Buyer has actual knowledge of (i) a default in any of the covenants, agreements or obligations to be performed by any Seller under this Agreement and/or (ii) any breach of or inaccuracy in any representation of any Seller made in this Agreement, nonetheless elects to proceed to Closing, then, upon the other documents and instruments delivered hereunder or any consummation of the Closing, Buyer shall be deemed to have waived any such default and/or breach or inaccuracy and shall have no Claim against any Seller with respect thereto. Sellers have given Buyer material concessions regarding this transaction in exchange for Buyer agreeing to the provisions set forth herein of this Section 4.6. Sellers and Buyer have each initialed this Section 4.6 to further indicate their awareness and acceptance of each and every provision hereof. The provisions of this Section 4.6 shall survive the Closing and shall not be deemed merged into any instrument or therein, or (y) operate to release any obligation of conveyance delivered at the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the CompanyClosing.

Release. Notwithstanding anything set forth herein to the contraryThe Investor, effective as on behalf of the Closing Timeitself and on behalf of its respective Representatives, in consideration of the mutual covenants and agreements contained herein, Releasor hereby irrevocably releases and forever discharges Affiliates (excluding the Company and each of its affiliates and subsidiaries and its individual, joint or mutual, past, present and future directors, officers, managers, members, owners, employees, representatives, agents, successorsSubsidiaries), assigns, heirs, executors successors and administrators its client designees and any and all persons or entities claiming by or through any of the foregoing (collectively, the “Investor Releasing Parties”), hereby irrevocably and unconditionally releases, waives and forever discharges fully and finally to the fullest extent permitted by Law, the Company, its Subsidiaries and each of their respective current Representatives, assigns and successors (collectively, the “Company Released PersonsParties”) of ), from any and from all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, omissionsagreements, promises, variances, trespasses, debts, liabilities, obligations, losses, damages, ordersjudgments, writsextents, injunctionsexecutions, citations, awards claims and judgments demands of every kind and nature whatsoever, in law or in equity which Releasor ever had, whether now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, matured in law, admiralty, or unmaturedequity (collectively, fixed “Claims”) that such Investor Releasing Party has or contingent, may have in the future for, upon upon, or by reason of any matter, cause or thing or cause whatsoever, whatsoever from the beginning of time through the world to the Avalon Closing based upondate hereof, related to or except for any Claims arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall under (xi) extend to any proceeding to enforce the terms of, this Agreement or any breach ofother agreement entered into on the Effective Date between the Investor, this Agreementon the one hand, the other documents and instruments delivered hereunder or any of the provisions set forth herein Company and/or any of its Subsidiaries, on the other hand, and any of the transactions contemplated hereunder or thereinthereunder and/or (ii) matters not disclosed in writing (which for these written disclosure purposes, shall include any filing on or furnishing to the United States Securities & Exchange Commission’s Electronic Data Gathering, Analysis, and Retrieval (▇▇▇▇▇) system) by any of the Group Companies to any of the Investors prior to the date hereof ((i) and (ii), collectively, the “Excluded Claims”). The Investor shall not, and shall cause each of the Investor Releasing Parties not to, commence or institute any Claims, including any legal actions, litigation, arbitration or any other legal proceedings of any kind whatsoever, in law or equity, or (y) operate to release assert any obligation Claim, demand, action or cause of action against any of the Company to defendReleased Parties, indemnify arising under or hold harmless Releasor arising out in connection with any matter, cause or thing whatsoever from the beginning of or relating to Releasor’s service as a former director of time through the Company provided in date hereof, except for any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the CompanyExcluded Claims.

Release. Notwithstanding anything set forth herein to the contrary, effective as of the Closing Time, in In consideration of the mutual covenants payment of the Purchase Price and agreements the other covenants, representations and warranties contained hereinin this Agreement and other good and valuable consideration, Releasor the receipt and adequacy of which is hereby irrevocably releases and forever discharges the Company and acknowledged, by execution of this Agreement, each of its affiliates the Sellers, for its/his/her own behalf and subsidiaries on behalf of all heirs and its individual, joint or mutual, past, present and future directors, officers, managers, members, owners, employees, representatives, agents, successors, assigns, heirs, executors and administrators assigns (collectively, the “Released PersonsReleasors”) ), does hereby completely and fully release, remise, acquit and discharge forever the Acquired Companies and their respective employees, agents, servants, representatives, officers, partners, members, managers, shareholders and directors, and the respective predecessors, successors, heirs and assigns of each of the foregoing, as applicable, from any and from all manner of demands, claims, suitscontractual obligations, demands, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningssuits, controversies, omissions, promises, trespasses, debts, liabilities, obligations, lossescosts, damages, ordersexpenses, writscompensation and liability of every kind, injunctionscharacter and description, citationseither direct, awards and judgments whatsoeverindirect or consequential, in at law or in equity equity, which Releasor ever had, now has or hereafter can, shall or any of the Releasors may have, against the Released Personsmay have had at any time heretofore or may have at any time hereafter, whether known arising from, resulting from or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of in any manner incidental to any matter, thing or cause whatsoeverevent occurring, from or failing to occur, at any time in the beginning past, up to and including the date hereof, including, without in any way limiting the generality of the world to foregoing, and solely in furtherance of the Avalon Closing based uponforegoing, related to any claims, complaints, contract obligations, demands, actions, causes of action (both civil and criminal), suits, costs, damages, expenses, compensation and liability of every kind, character and description, either direct, indirect or consequential, at law or in equity arising from out of Sellers’ ownership of units or other membership interest in the Company, Sellers’ affiliation with the Acquired Companies, service by any obligation by Seller as a manager and/or an officer of the Company to pay the Board FeesAcquired Companies; provided, however, that nothing contained herein this Release shall not affect or release any party from any Excluded Item. For purposes of this Agreement, the “Excluded Items” shall mean: (xi) extend any matters relating to any proceeding to enforce the terms enforcement of, or any breach ofrights under, this Agreement, the A&R LLC Agreement (including, without limitation, rights arising from and after the date hereof with respect to the one hundred twenty (120) Common Units retained by certain of the Sellers), or any other documents and agreement or instruments delivered hereunder pursuant to Section 6.4 hereof; (ii) any right to indemnification under the Acquired Companies’ respective organizational documents; (iii) any earned but unpaid salary or any other salary or other compensation, benefits or reimbursements or perquisites otherwise due to a Seller as an employee or independent contractor that has been accrued in the calculation of the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the CompanyActual Net Book Value.

Release. Notwithstanding anything set forth herein to the contrary, effective Effective as of the Closing Effective Time, each Company Shareholder, on behalf of himself, herself or itself, his, her or its affiliates and each of their respective assigns, heirs, beneficiaries, creditors, representatives and agents (collectively, the “Releasing Parties”), does irrevocably and fully waive, release, acquit and discharge forever the Company, Merger Sub, Acquiror, Sponsor and their respective affiliates and present and former and direct or indirect partners, members and equity holders, directors, managers, officers, employees, principals, trustees, representatives, agents, predecessors, successors, assigns, beneficiaries, heirs, executors, insurers and attorneys (collectively, the “Released Parties”), from any and all actions, claims, liabilities, losses, orders and causes of action of every kind and nature whatsoever, at law or in consideration equity, whether known or unknown, that such Releasing Parties, or any of them, may have had in the mutual covenants past or may now have or may have in the future against the Released Parties, or any of them, related to events, circumstances, acts or omissions occurring, on or prior to the Effective Time that relate to or arise out of such Releasing Party’s status as a holder of equity of, or any other investment in, Acquiror and agreements contained hereinits Affiliates (including, Releasor hereby irrevocably releases and forever discharges for the avoidance of doubt, the Company and each of its affiliates Subsidiaries) or any of their respective Affiliates, including any Subject Shares and subsidiaries any securities exercisable for, convertible into or otherwise issued with respect to any securities, obligations or other interests issued by Acquiror or any of its Affiliates (including, for the avoidance of doubt, the Company and each of its individualSubsidiaries) that any such Releasing Party holds or has ever held or that otherwise relate to or arise out of any investment, joint subscription or mutual, past, present and future directors, officers, managers, members, owners, employees, representatives, agents, successors, assigns, heirs, executors and administrators purchase of any securities by such Releasing Party in the Company or any of its Subsidiaries (collectively, the “Released PersonsClaims”); provided, however, that the Released Claims shall not include, and each Releasing Party is not releasing any, (i) if such Company Shareholder is an employee of Acquiror or the Company, rights to accrued but unpaid salary, bonuses, expense reimbursements (in accordance with a bona fide employee expense reimbursement policy of Acquiror or the Company (as applicable)), accrued vacation and from all manner other benefits under Acquiror’s or the Company’s employee benefit plans, (ii) right to indemnification, exculpation, advancement of demandsexpense or similar rights with respect to service as a director, officer or manager or an Affiliate thereof, in each case of the foregoing, as set forth in Acquiror’s or the Company’s certificate of formation or other organizational documents, any indemnification agreement between the Acquiror or the Company, on the one hand, and such Company Shareholder, on the other hand, or as provided by law or any directors’ and officers’ liability insurance, (iii) actions, claims, suitsliabilities, actionslosses, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards action of every kind and judgments nature whatsoever, in at law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Personsequity, whether known or unknown, suspected arising out or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter, thing or cause whatsoever, from the beginning of the world to the Avalon Closing based upon, related to this Agreement or arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms ofBusiness Combination Agreement, or any breach of, this (iv) rights of such Company Shareholder under the Business Combination Agreement, the organizational documents of Acquiror or any other documents agreement entered into by such Company Shareholder or in connection with the transactions contemplated by the Business Combination Agreement, including claims related to the enforcement of the Business Combination Agreement and instruments delivered hereunder or the right to receive such Company Shareholder’s applicable portion of the Aggregate Merger Consideration and any additional Acquiror Common Shares issuable pursuant to Section 2.8 of the Business Combination Agreement (collectively, the “Excluded Claims”). Each Company Shareholder (on behalf of itself, himself, and herself and the other Releasing Parties) hereby agrees not to institute any proceeding against any Released Party with respect to any of the provisions set forth herein Released Claims but excluding the Excluded Claims. Each Company Shareholder represents, warrants and acknowledges that he, she or therein, or (y) operate it has consulted with counsel with respect to the execution and delivery of this release any obligation and has been fully apprised of the consequences hereof. Each Company to defendShareholder agrees and acknowledges that the release in this Agreement constitutes a complete defense of any and all Released Claims, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the Companyother than Excluded Claims.

Release. Notwithstanding anything set forth herein to the contrary, effective (a) Effective as of the Closing TimeDate, in consideration each of the mutual covenants Shareholders on his own behalf and agreements contained hereinon behalf of his past, Releasor present or future affiliates, agents, attorneys, heirs, beneficiaries, representatives, successors and assigns (collectively, the “Releasing Parties”), hereby absolutely, unconditionally and irrevocably releases RELEASES and forever discharges FOREVER DISCHARGES the Company and Parent and each of its affiliates and subsidiaries and its individual, joint or mutual, their respective past, present or future parent entities, divisions, affiliates, subsidiaries, shareholders, members, partners, limited partners, and future their respective present and former directors, managing directors, officers, managerscontrol persons, members, ownersshareholders, employees, agents, attorneys, administrators, representatives, agents, successors, assigns, heirs, executors successors and administrators assigns (collectively, the “Released PersonsParties”) of from any and from all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespassessuits, debts, liabilities, obligations, lossessums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, ordersjudgments, writsexecutions, injunctions, citations, awards claims and judgments whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Personsdemands, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed absolute or contingent, for, upon direct or indirect or nominally or beneficially possessed or claimed by reason of any matter, thing or cause whatsoever, from the beginning of the world to Releasing Parties, whether the Avalon Closing based uponsame be at law, related to in equity or mixed, which such Releasing Party ever had or now has, or hereafter can, shall or may have against the Released Parties, in respect of or arising from any obligation by claims that arise as a result of the Releasing Parties (or its affiliates) being a holder of Company Stock, director, officer or employee of the Company to pay (collectively the Board Fees“Released Claims”); provided, however, that nothing contained herein the Released Parties shall not be released from any of their obligations or liabilities to the Releasing Parties (xand none of such obligations and liabilities shall be Released Claims) extend to any proceeding to enforce the terms of, arising under (i) this Agreement or any breach ofother agreement delivered in connection herewith, this Agreement(ii) rights to reimbursement for claims incurred prior to the date hereof under any Benefit Plan, (iii) any base salary and normal perquisites accrued since the other documents and instruments delivered hereunder or any last payroll date of the provisions set forth herein Company; (iv) claims for any “retention bonus” or therein, similar payment or (y) operate to release any obligation benefit payable or otherwise provided as a result of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of Transactions; (v) claims for defense and/or indemnification by the Company provided in any contract pursuant to the articles of incorporation or agreement with the Company, any insurance policy bylaws of the Company or any of its Subsidiaries or under the formation or organizational documents statutes of the Companystates of incorporation of the Company or its Subsidiaries for claims against the Shareholders or any of them arising from their positions as directors, officers or managers of the Company or its Subsidiaries. (b) Each of the Releasing Parties hereby expressly waives any rights such Releasing Party may have under the statutes of any jurisdiction or common law principles of similar effect, to preserve Released Claims which such Releasing Party does not know or suspect to exist in such Releasing Party’s favor at the time of executing this Agreement. Each of the Releasing Parties understands and acknowledges that it may discover facts different from, or in addition to, those which it knows or believes to be true with respect to the claims released herein, and agrees that the terms of this release shall be and remain effective in all respects notwithstanding any subsequent discovery of different and/or additional facts. Should any Releasing Party discover that any fact relied upon in entering into this release was untrue, or that any fact was concealed, or that an understanding of the facts of law was incorrect, no Releasing Party shall be entitled to any relief as a result thereof, and the Releasing Parties surrender any rights they might have to rescind this release on any ground. This release is intended to be and is final and binding regardless of any claim of misrepresentation, promise made with the intention of performing, concealment of fact, mistake of law, or any other circumstances whatsoever. Each of the Releasing Parties hereby irrevocably covenants to refrain from asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Party based upon any Released Claim. Agreement and Plan of Merger (c) If any of the Releasing Parties (or an affiliate thereof) brings any claim, suit, action or manner of action against the Released Parties (or any of them) in administrative proceedings, in arbitration or admiralty, at law, in equity, or mixed, with respect to any Released Claim, then such Releasing Party shall indemnify the Released Parties (or any of them) in the amount or value of any final judgment or settlement (monetary or other) and any related cost (including, without limitation, reasonable legal fees) entered against, paid or incurred by the Released Parties (or any of them). Each Releasing Party represents and warrants to the Released Parties that there has been no assignment or other transfer of any interest in his or her Released Claims.

Release. Notwithstanding anything set forth herein to Effective upon the contrary, effective as of the Closing Effective Time, in consideration of the mutual covenants and agreements contained herein, Releasor Holder hereby irrevocably releases and forever discharges Merger Sub, Parent, the Company and the Surviving Corporation and each of its affiliates their respective successors and subsidiaries assigns, and its individualeach of the current or former stockholders, joint or mutual, past, present and future directors, officers, managers, members, owners, employees, representatives, agents, successors, assigns, heirs, executors agents and administrators affiliates of any of them (collectively, the “Released PersonsReleasees”) of and ), from all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningssuits, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards claims and judgments demands whatsoever, in law or in equity arising out of or relating to his, her or its relationship with the Company in any capacity or otherwise relating to the Company (collectively “Claims”), of, by or in favor of Holder or any of its successors, assigns, heirs, administrators, affiliates and legal representatives (each, a “Releasor”), which Releasor ever had, now has has, or hereafter can, shall or may have, against the Released Personsany or all of Releasees, whether known or unknown, suspected contingent or unsuspectedaccrued, matured or unmaturedincluding, fixed or contingentwithout limitation, for, upon or by reason of any matter, thing or cause whatsoever, Claims arising from the beginning of time through the world date of this Agreement and any Claims relating to Releasor’s ownership of any shares of the Avalon Closing based uponCompany Capital Stock, Company Options or other securities of the Company, the capital structure and affairs of the Company, or the service by Holder (or its designee or anyone else) as a director, employee, officer, advisor, representative or consultant of the Company, including any and all such Claims under any contract, agreement, or otherwise (including, for the avoidance of doubt, any and all claims under, related to to, or arising from any obligation by in connection with, the Company to pay the Board Feesagreements referenced in Section 6.2 herein); provided, however, that nothing contained herein shall (x) extend that, notwithstanding anything in this Agreement to any proceeding to enforce the terms of, or any breach ofcontrary, this Agreement, the other documents and instruments delivered hereunder or release shall not affect any of the provisions set forth herein or thereinobligations of Parent, or (y) operate to release any obligation of the Company to defendMerger Sub, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation Surviving Corporation under the Merger Agreement and nothing in this Agreement shall be deemed to release or organizational documents of the Company.waive (and Releasor retains in

Release. Notwithstanding anything set forth herein to the contraryStockholder, effective as on behalf of the Closing Time, in consideration of the mutual covenants and agreements contained herein, Releasor hereby irrevocably releases and forever discharges the Company and each of its affiliates and subsidiaries itself and its individualAffiliates, joint heirs, beneficiaries, family members (whether by blood, adoption or mutualmarriage), pastsuccessors and assigns (collectively, present the “Releasing Parties”), hereby forever and future directorsunconditionally waives and releases Parent and its current and former Affiliates, officers, managers, members, owners, employees, representatives, agents, successors, assigns, heirs, executors directors and administrators agents (collectively, the “Released PersonsParties”) of and ), to the fullest extent permitted by Law, from all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, suits, debts, costs, penalties, dues, sums of money, accounts, reckonings, bonds, bills, liabilities, covenants, contracts, controversies, omissions, promisesvariances, trespasses, debts, liabilities, obligations, losses, damages, ordersjudgments, writsdemands, injunctionsgrievances or any other claims of any kind or nature, citations, awards and judgments whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected existing or unsuspected, matured or unmaturedclaimed to exist, fixed or contingent, forboth at law and in equity (“Causes of Action”), upon that such Releasing Party now has, has ever had or by reason may hereafter have against the Released Parties arising contemporaneously with or prior to the Effective Date or on account of or arising out of any matter, thing cause or cause whatsoever, from the beginning of the world event occurring contemporaneously with or prior to the Avalon Closing based uponDate in connection with, related or to or arising from any obligation by the extent relating to, the Company to pay the Board Feesand/or any of its Subsidiaries or Affiliates; provided, however, that nothing contained herein shall will release any Released Party from (xa) extend to any proceeding to enforce the terms of, or any breach of, Causes of Action arising under this Agreement, the other documents and instruments delivered hereunder Merger Agreement or the Transaction Documents or any rights to indemnification or to advancement or reimbursement of expenses to which the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a current and former director of the Company provided in any contract or agreement with the Company, any insurance policy directors and officers of the Company or any of its Subsidiaries may be entitled to pursuant to the formation Merger Agreement, any applicable Contract in effect on the date hereof, applicable Law or organizational documents arising under the Organizational Documents of the CompanyCompany or any of its Subsidiaries if, and to the extent, any such rights to indemnification or to advancement or reimbursement of expenses arise out of, or otherwise relate to, actions or claims brought or asserted against such persons after the date of this Agreement, [or] (b) any Causes of Action arising under Contract between Stockholder and any of the Released Parties that is not related to the Merger Agreement and the transactions contemplated thereby [, or (c) any Causes of Action arising in connection with such Stockholder’s employment with any Released Party](1).

Release. Notwithstanding anything set forth herein to the contrary, effective 9.3.1. Effective as of the Closing TimeDate, in consideration each of Sellers other than the Restricted Persons (each a “Seller Releasor”), on behalf of itself and its controlled Affiliates (excluding the Acquired Companies and any direct or indirect portfolio company of any investment funds managed or advised by such Seller Releasor other than the Acquired Companies), legal representatives, successors and assigns, hereby releases, acquits and forever discharges, to the fullest extent permitted by applicable Legal Requirement, including by contractually shortening any applicable statute of limitations, each of the mutual covenants and agreements contained hereinAcquired Companies, Releasor hereby irrevocably releases and forever discharges the Company and each of its affiliates and subsidiaries and its individual, joint or mutual, their respective past, present and or future directors, officers, managers, directors, shareholders, direct and indirect equityholders, partners, members, ownersin each case other than Buyer, employees, representativescounsel, agentsagents and other representatives (excluding Buyer, successors, assigns, heirs, executors and administrators (collectively, the each a “Released PersonsSeller Releasee”) of of, from and from against any and all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningsclaims, controversiesdemands, omissionsdamages, promises, trespassesjudgments, debts, liabilitiesdues and suits of every kind, obligationsnature and 138052556_15 description whatsoever (collectively “Claims”) which such Seller Releasor or its heirs, losseslegal representatives, damages, orders, writs, injunctions, citations, awards and judgments whatsoever, in law successors or in equity which Releasor assigns ever had, now has or hereafter canmay have on or prior to the Closing, shall in each case related to the Acquired Companies, the Business, or may haveany ownership interest in the Company. Each Seller Releasor agrees not to, and agrees to cause its respective Affiliates and subsidiaries not to, assert any Claim related to the Acquired Companies, the Business, or any ownership interest in the Company, against the Released PersonsSeller Releasees. Notwithstanding the foregoing, whether known (i) each Seller Releasor who is or unknownwas an officer, suspected director or unsuspectedemployee of the Acquired Companies, matured and such Person’s heirs, legal representatives, successors and assigns do not release any rights to indemnity as described in Section 8.6 or unmaturedany other rights to indemnification or insurance coverage from the Acquired Companies under the articles of incorporation or bylaws of such Acquired Companies and (ii) each Seller Releasor who is or was an employee of the Acquired Companies and such Person’s heirs, fixed legal representatives, successors and assigns do not release any rights related to accrued but unpaid compensation or contingentbenefits owing to such Person in his or her capacity as an employee of the Acquired Companies or any accrued but unpaid benefits owed to such Person as an employee under a Company Plan to the extent such benefits have accrued prior to Closing in the ordinary course of business. 9.3.2. Effective as of the Closing Date, foreach of Buyer and the Acquired Companies (each a “Buyer Releasor”), upon on behalf of itself and its controlled Affiliates, legal representatives, successors and assigns, hereby releases, acquits and forever discharges, to the fullest extent permitted by applicable Legal Requirement, including by contractually shortening any applicable statute of limitations, each of the Sellers, the Sellers’ Representative, and each of their respective past, present or future officers, managers, directors, shareholders, direct and indirect equityholders, partners, members, Affiliates, employees, counsel, agents and other representatives (each a “Buyer Releasee”) of, from and against any and all Claims which such Buyer Releasor or its heirs, legal representatives, successors or assigns ever had, now has or may have on or by reason of any matter, cause or thing whatsoever on or prior to the Closing Date, in each case related to the Acquired Companies, the Business, or any ownership interest in the Company (the “Released Claims”). Each Buyer Releasor agrees not to, and agrees to cause whatsoeverits respective controlled Affiliates and subsidiaries not to, from assert any Claim against the beginning Buyer Released Parties regarding the Released Claims. Notwithstanding the foregoing, each Buyer Releasor and its respective heirs, legal representatives, successors and assigns do not release their rights and interests (a) under the terms of this Agreement (including with respect to Fraud), (b) any employment agreements (but only for the periods following the Closing) and the other documents, agreements and certificates executed in connection with the consummation of the world transactions contemplated by this Agreement, and (c) any Actions in connection with or arising out of the transactions contemplated by this Agreement, the Ancillary Agreements, any employment agreements and the other documents and agreements executed in connection with the consummation of the transactions contemplated by this Agreement, in each case that are permitted by the terms of such agreements. 9.3.3. In addition, each Buyer Releasor and Seller Releasor specifically waives the benefit of any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable or equivalent to California Civil Code section 1542, as well as the rights and benefits conferred by California Civil Code section 1542 itself, which 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. 9.3.4. Nothing contained in this Agreement shall be construed to prohibit a Seller Releasor who is an individual service provider to the Avalon Closing based upon, related to Acquired Companies from filing a charge with or arising from participating in any obligation investigation or proceeding conducted by the Company to pay the Board Feesfederal Equal 138052556_15 Employment Opportunity Commission or a comparable state or local agency; provided, however, that nothing contained herein shall (x) extend each Seller Releasor hereby agrees to waive his or her right to recover monetary damages or other personal relief in any such charge, investigation or proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder related complaint or any of the provisions set forth herein lawsuit filed by such Buyer Releasor or therein, by anyone else on his or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the Companyher behalf.

Release. Notwithstanding anything set forth herein to the contrary, effective as of the Closing Time, (a) For and in consideration of the mutual covenants Company entering this Agreement, including without limitation the Severance Payment and agreements contained hereinother benefits in Section 2(b), Releasor which are being provided in exchange for Employee’s execution of this Release and would not be provided absent Employee’s execution of this Agreement, Employee, for himself and his or her heirs, executors, administrators, assigns, successors and agents (collectively, the “Employee’s Affiliates”) hereby irrevocably fully and without limitation releases and forever discharges the Company and all parent, subsidiary, and affiliated corporations and their respective officers, directors, agents, representatives and employees, and each of its affiliates their respective successors and subsidiaries and its individualassigns, joint or mutualagents, pastrepresentatives, present and future directorsshareholders, owners, officers, managers, members, ownersdirectors, employees, representativesconsultants, agentsattorneys, successorsauditors, assignsaccountants, heirsinvestigators, executors affiliates, successors and administrators assigns (collectively the “Releasees”), both individually and collectively, the “Released Persons”) of from any and from all manner of demandswaivable rights, claims, suitsdemands, liabilities, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, obligationsdamages, losses, damagescosts, ordersexpenses and compensation, writs, injunctions, citations, awards and judgments of whatever nature whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon which Employee or any of Employee’s Affiliates has or may have or may claim to have against any of the Releasees by reason of any matter, cause, or thing or cause whatsoever, from the beginning of the world time to the Avalon Closing date Employee signs this Agreement (“Claims”), arising out of, based upon, related or relating to his or arising her employment or the termination of his or her employment with the Company, to the maximum extent permitted by law. Nothing in this Agreement shall limit Employee from any obligation by filing a lawsuit for the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, sole purpose of enforcing his Employee’s rights under this Agreement. (b) The Claims released by Employee include, the other documents and instruments delivered hereunder or but are not limited to, any of the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor Claims arising out of or based on: Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Civil Rights Act of 1991, the Family Medical Leave Act, Sections 1981 through 1988 of Title 42 of the United States Code, the Employee Retirement Income Security Act of 1974 (“ERISA”) (except for any vested benefits under any tax qualified benefit plan), the Immigration Reform and Control Act, the Worker Adjustment and Retraining Notification Act, the Occupational Safety and Health Act, the Fair Credit Reporting Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (in each case as the same may be amended from time to time); The Massachusetts Fair Employment Practices Law (M.G.L. ch. 151B), The Massachusetts Equal Rights Act, The Massachusetts Equal Pay Act, the Massachusetts Privacy Statute and/or The Massachusetts Civil Rights Act, as well as any other discrimination and employment statutes that may apply to you, all as amended; fraud, misrepresentation, retaliation, negligence, defamation, infliction of emotional distress or other tort, common law, breach of contract (whether express or implied, written or oral) or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. The released Claims also include any Claims by Employee for compensation, wages, back pay, reinstatement or re-employment, bonuses, or benefits of any kind or any nature arising out of, based upon, or relating to Releasor’s his or her employment or the termination of his or her employment with the Company and/or his or her service as a former director an officer of any of the Company provided Releasees, and/or any agreement or compensation arrangement between Employee and any of the Releasees. (c) Employee’s right to file or participate in the investigation of any contract or agreement with the Company, any insurance policy of administrative charge against the Company or the formation Releasees filed with any government agency is excluded from the foregoing release. Nothing in this Agreement prevents Employee from filing a charge or organizational documents complaint with, or from participating in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission (EEOC), National Labor Relations Board (NLRB), Department of Labor (DOL), or any other governmental agency including, but not limited to, (a) providing truthful testimony in any legal proceeding to which Employee is a party, (b) providing truthful testimony if Employee is legally compelled to do so, (c) providing truthful information to the extent the Employee is required to do so by law, (d) providing truthful information in any charge or complaint with the EEOC, NLRB, DOL or other governmental agency, or (e) providing truthful information in the course of participating in an investigation or proceeding conducted by the EEOC, NLRB, DOL, or any other governmental agency; but as to all of the Companyclaims that Employee has released as provided above, to the extent allowable by law, the Employee is waiving the Employee’s right to receive any individual relief in any such investigation or proceeding. (d) Release under the Older Workers Benefits Protection Act. i. The Agreement is written in language which is readily understandable. ii. Employee understands that he or she is relinquishing, among other claims, any and all claims arising under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621 et seq.), which he or she has or may have against the Company and/or the Releasees which he or she might assert as of the date of the Agreement, but that he or she does not waive any claim for age discrimination that may arise after the date of this Agreement. iii. Employee is informed that he or she should consult an attorney regarding this Agreement if that is Employee’s wish, and has been given an ample opportunity to do so. iv. This Agreement will not be effective until seven (7) days after Employee signs it (“Revocation Period”); Employee may revoke it at any time during the Revocation Period by providing written notice to [insert contact]. v. The Company shared this Agreement with Employee on [insert date]. Employee has been allowed at least [*]days, until 5:00 p.m. EST on [insert date] to consider it before Employee signs and returns it to assure that Employee has ample time to consider it, although Employee may do so in less time. This Agreement is the product of negotiations and any agreed-upon changes do not re-start the [*]-day consideration period.

Release. Notwithstanding anything set forth herein to the contrary, effective as of Upon the Closing TimeDate, in consideration Purchaser shall, on behalf of the mutual covenants and agreements contained herein, Releasor hereby irrevocably releases and forever discharges the Company itself and each of its affiliates and subsidiaries and its individualpredecessors, joint or mutual, pastsuccessors, present and future former affiliates, subsidiaries, parents, assigns, officers, directors, officersstockholders, partners, managers, members, ownersemployees and agents and each and all of their respective Affiliates and subsidiaries (collectively, employees, representatives, agentsthe “Purchaser Related Parties”) release and forever discharge Seller and its respective predecessors, successors, present and former affiliates, subsidiaries, parents, assigns, heirsofficers, executors directors, stockholders, partners, managers, members, employees and administrators agents and each and all of their respective Affiliates and subsidiaries (collectively, the “Seller Related Parties”) from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, controversies, agreements, promises, damages, (whether compensatory, punitive, statutory, interest, costs, attorneys’ fees or otherwise), judgments, executions, claims, counterclaims, demands, and other forms of liability howsoever denominated, whether at law or in equity, whether based on contract, tort, statute or otherwise (collectively, the “Released PersonsClaims”) ), which each and all of and from all manner of demandsthe Purchaser Related Parties now owns or holds, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards and judgments whatsoever, in law has at any time heretofore owned or in equity which Releasor ever had, now has or hereafter can, shall held or may have, hereafter own or hold against the Released Persons, whether known any one or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter, thing or cause whatsoever, from the beginning more of the world to the Avalon Closing based upon, related to or arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms Seller Related Parties as a result of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or any of the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating in any way to Releasor’s service as a former director the Partnership Agreement, the Partnership, any Subsidiary, any Loan Document or Mortgage or the Property and any other lease, license, agreement, arrangement or understanding (whether written or otherwise) in any way related to or arising out of the Company provided in foregoing. Notwithstanding the foregoing, the term “Released Claims” shall not include any contract or agreement with claims arising out of obligations under this Agreement. The release described this Section 7.16(a) shall be self-operative upon the CompanyClosing and shall not require the execution of any additional instrument. The provisions of this Section 7.16(a) shall survive the Closing, any insurance policy but not the termination of the Company or the formation or organizational documents of the Companythis Agreement.

Release. Notwithstanding anything set forth herein to the contrary, effective as As of the Closing TimeClosing, in consideration of except for any rights or obligations under this Agreement or the mutual covenants Ancillary Documents, Seller and agreements contained herein, Releasor its successors and assigns (the “Seller’s Releasing Parties”) hereby irrevocably releases and forever discharges unconditionally, fully and forever, release, acquit and discharge each of the Company and each of its affiliates current and subsidiaries and its individualformer officers, joint or mutual, past, present and future directors, officersemployees, partners, managers, members, owners, employees, representatives, agents, successors, assignsadvisors, heirs, executors executors, administrators, trustees, beneficiaries, successors and administrators assigns (collectively, the “Company Released PersonsParties”) from any and all of and from any and all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningssuits, controversiesproceedings, omissionsexecutions, promisesjudgments, trespassesduties, debts, liabilitiesdues, obligationsaccounts, lossesbonds, damagescontracts and covenants (whether express or implied), orders, writs, injunctions, citations, awards and judgments whatsoever, claims and demands whatsoever whether in law or in equity which Releasor ever hadthe Seller’s Releasing Parties may have against the Company Released Parties, now has or hereafter canin the future, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason in each case in respect of any mattercause, matter or thing whether personally, in their own right, together with any other Person, derivatively or cause whatsoeveroccurring or arising with respect to or in connection with the Business and the Company on or prior to the Closing Date; and, from without limiting the beginning generality of the world foregoing, (a) from any and all of their respective claims for any and all amounts, including all expenses, fees, compensation, commissions or dividends, owed to them in connection with, in respect of or as a result of their purchase, sale or ownership of any equity securities of the Company ever owned by them or to which they were entitled, and represent and warrant to Buyer that none of Company Released Parties is, or will be, liable to the Avalon Seller’s Releasing Parties for any such amounts; and (b) from any claim or rights of any kind that any Seller’s Releasing Parties may have to indemnification by the Company for any act or inaction by Seller taken or occurring before the Closing based uponDate. Notwithstanding anything to the contrary in the foregoing, no release is made with respect to claims to the extent related to or arising from out of any obligation by of the Company to pay the Board Fees; provided, however, following: (i) any rights that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, Seller’s Releasing Parties may have under this Agreement, the other documents and instruments delivered hereunder Agreement or any of the provisions set forth herein other documents, instruments or thereincertificates to be delivered pursuant to this Agreement or the transactions contemplated hereby; and (ii) from any claim or rights of any kind that any Seller’s Releasing Parties may have to indemnification by the Company as an officer, director, employee or (y) operate to release any obligation other representative of the Company (provided that it is agreed that none of Seller nor any of their Affiliates shall be entitled to defendsuch indemnification for any indemnification claim made under Article VIII) for any act or inaction by Seller taken or occurring before the Closing Date. For purposes of this Section 5.2, indemnify or hold harmless Releasor arising out holders of or relating to Releasor’s service as a former director Class B Units of the Company provided in any contract or agreement with the Company, any insurance policy shall not be considered Affiliates of the Company or the formation or organizational documents of the CompanySeller.

Release. Notwithstanding anything set forth herein to (a) At the contraryClosing, effective the Seller, on behalf of itself and its controlled Affiliates (excluding each Company Party) and their successors and assigns, shall, and hereby does (as of the Closing TimeDate), knowingly and irrevocably release and forever discharge the Purchaser and its Affiliates (including each Company Party) and their successors and assigns, and their respective current and former directors, managers, officers, partners, members, shareholders, employees, agents and representatives (individually, a “Company Party Releasee” and collectively, “Company Party Releasees”), in consideration all cases from any and all Actions, Orders, contracts, debts, liabilities, rights and obligations of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued) that the mutual covenants Seller or any of its Affiliates or their successors and agreements assigns now has, has ever had or may hereafter have against the respective Company Party Releasees, in each case, by reason of, on account of or arising out of any matter, cause, event, act, omission, circumstance or thing whatsoever against or with respect to the Company Parties arising or occurring contemporaneously with or before the Closing Date, in each case other than (i) any Actions, Orders, contracts, debts, liabilities, rights and obligations arising under this Agreement, including, without limitation, any acts or omissions of any Company Party Releasee related to or giving rise to any breach of a representation or warranty contained herein, Releasor hereby irrevocably releases or any other Transaction Document, and forever discharges (ii) any unpaid obligations of Innovatix in respect of services performed by Seller under the Company and each of its affiliates and subsidiaries and its individual, joint or mutual, past, present and future directors, officers, managers, members, owners, employees, representatives, agents, successors, assigns, heirs, executors and administrators Services Agreement (collectively, the “Company Party Released PersonsClaims”). The Seller, on behalf of itself and its Affiliates and their successors and assigns, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any Action of any kind against any Company Party Releasee, based upon any Company Party Released Claims. For the avoidance of doubt, the Seller, on behalf of itself and its controlled Affiliates and their successors and assigns, is only releasing or discharging the Company Party Releasees pursuant to this Section 7.14(a) of and from all manner of demandsany Actions, claimsOrders, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespassescontracts, debts, liabilities, obligationsrights or obligations of any nature (whether absolute or contingent, lossesasserted or unasserted, damages, orders, writs, injunctions, citations, awards and judgments whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected primary or unsuspectedsecondary, matured direct or unmaturedindirect, fixed or whether or not accrued) that the Seller or any of its controlled Affiliates or their successors and assigns now has, has ever had or may hereafter have against the Company Party Releasees with respect to matters, causes, events, acts, omissions, circumstances or things that are related the Company Parties. (b) At the Closing, the Purchaser, on behalf of itself and its controlled Affiliates (including each Company Party) and their successors and assigns, shall, and hereby does (as of the Closing Date), knowingly and irrevocably release and forever discharge the Seller, its Affiliates, their successors and assigns and their respective current and former directors, managers, officers, partners, members, shareholders, employees, agents and representatives (individually, a “Seller Releasee” and collectively, “Seller Releasees”), in all cases from any and all Actions, Orders, contracts, debts, liabilities, rights and obligations of any nature (whether absolute or contingent, forasserted or unasserted, upon known or unknown, primary or secondary, direct or indirect, and whether or not accrued) that the Purchaser or any of its Affiliates (including each Company Party) or their successors and assigns now has, has ever had or may hereafter have against the respective Seller Releasees, in each case by reason of, on account of or arising out of any matter, cause, event, act, omission, circumstance or thing or cause whatsoever, from the beginning of the world whatsoever with respect to the Avalon Company Parties arising or occurring contemporaneously with or before the Closing based uponDate, including under the Services Agreement, in each case other than (i) any Actions, Orders, contracts, debts, liabilities, rights and obligations arising under this Agreement, including, without limitation, any acts or omissions of any Seller Releasee related to or arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend giving rise to any proceeding to enforce the terms ofbreach of a representation or warranty contained herein, or any breach of, this Agreementother Transaction Document and (ii) any unpaid obligations of Innovatix to the Purchaser or its Affiliates with respect to the pre-Closing operation or activities of Innovatix and its Subsidiaries (collectively, the other documents “Seller Released Claims”). The Purchaser, on behalf of itself and instruments delivered hereunder its Affiliates (including each Company Party) and their successors and assigns, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any Action of any kind against any Seller Releasee, based upon any Seller Released Claim. For the avoidance of doubt, the Purchaser, on behalf of itself and its controlled Affiliates (including each Company Party) and their successors and assigns, is only releasing or discharging the Seller Releasees pursuant to this Section 7.14(b) from any Actions, Orders, contracts, debts, liabilities, rights or obligations of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, or whether or not accrued) that the Purchaser or any of its controlled Affiliates or their successors and assigns now has, has ever had or may hereafter have against the provisions set forth herein Seller Releasees with respect to matters, causes, events, acts, omissions, circumstances or therein, or (y) operate to release any obligation of things that are related the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the CompanyParties.

Release. Notwithstanding anything set forth herein Subject tot he indemnity provisions of Section ________, With respect to the contraryprovision of any Service, effective as of the Closing Timeno Service Provider, in consideration of the mutual covenants and agreements contained hereinFacility Provider, Releasor hereby irrevocably releases and forever discharges the Company and each of its affiliates and subsidiaries and its individual, joint or mutual, past, present and future directors, officers, managers, members, owners, nor any their respective employees, representatives, agents, successors, assigns, heirs, executors officers and administrators directors (collectively, the “Released Persons”"Service Provider Group", and individually, each being a "member of the Service Provider Group"), shall be liable to the party receiving the applicable service (the "Recipient") or their respective Affiliates (or any of their respective employees, agents, officers and from directors) (collectively, the "Recipient Group") for, and the applicable Recipient releases and discharges (and such Recipient will cause each other member of the Recipient Group to so release and discharge), each member of the applicable Service Provider Group from, any and all manner of demandsclaims (including, without limitation, wages, benefits, all health, dental, life, disability and other insurance claims (and all similar benefit claims, suitsworkers' compensation claims, actionsdiscrimination claims, litigationand claims under the Occupational Safety and Health Act and the Fair Labor Standards Act, arbitrationsand the Employee Retirement Income Security Act of 1974, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, obligationsas amended), losses, damages, liabilities, actions, suits, proceedings, judgments, orders, writsfines, injunctionspenalties, citationsinjuries, awards direct or liquidated damages, costs (including costs of defense and judgments whatsoeverinvestigation) and expenses, in law including special, incidental consequential, exemplary, indirect or in equity which Releasor ever hadpunitive damages (collectively, now has "Losses"), to, or hereafter cansuffered by, shall or may haveincurred by, against any member of the Released PersonsRecipient Group arising out of or connected with (i) any act or omission, whether known negligent or unknownotherwise, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter, thing or cause whatsoever, from the beginning member of the world Service Provider Group with respect to the Avalon Closing based uponapplicable Services, including the termination the applicable Services pursuant to the terms of this Agreement (ii) the receipt, delivery, use, possession, consumption, supply or performance of the applicable Services, (iii) the supply of the applicable Service by any third party not related to any member of the Service Provider Group, or arising from (iv) any obligation failure of any member of applicable Service Provider Group to supply or perform the applicable Services to the extent such failure is permitted by the Company to pay the Board Feesterms of this Agreement; provided, however, that nothing contained herein the foregoing release and discharge shall (x) extend not apply to any proceeding Losses to enforce the terms ofextent caused by the Service Provider Group's willful misconduct or actions in bad faith with respect to this Agreement. It is the express intention of the parties hereto that the release provided for in this subsection is to include, but not be limited to, a release by the applicable Recipient Group of each member of the applicable Service Provider Group from the consequences of any member of such Service Provider Group's own negligence, to the extent that such negligence is either the sole, concurring or joint cause of the Losses. For purposes of this Section 4.3 and Section 4.4, the term "Services" shall include the rights granted pursuant to Section 2.1 hereof; "Service Provider" means HMT with respect to the services provided by it pursuant to Section 1.1, or any breach ofGLM, this Agreement, with respect to the other documents services provided by it pursuant to Section ________________; and instruments delivered hereunder or any "Facility Provider" means the applicable provider of the provisions set forth herein or therein, or (ydefined above) operate occupancy rights pursuant to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the CompanySection 2.1.

Release. Notwithstanding anything set forth herein to the contrary, effective as As of the Closing TimeClosing, in consideration the Company, on behalf of the mutual covenants itself and agreements contained herein, Releasor hereby irrevocably releases and forever discharges the Company Group and each of its affiliates their respective Representatives, successors and subsidiaries and its individual, joint or mutual, past, present and future directors, officers, managers, members, owners, employees, representatives, agents, successors, assigns, heirs, executors and administrators permitted assigns (collectively, the “Released PersonsReleasors”), hereby knowingly and voluntarily, generally, fully, unconditionally, irrevocably, absolutely, finally and forever, to the fullest extent of the law, waives, releases, acquits, discharges and covenants not to ▇▇▇, the Company Equityholder and its Associated Persons (other than the Company Group) of from or on any and from all manner of demandsActions, claimsallegations, suitsassertions, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningscomplaints, controversies, omissionscharges, duties, grievances, Liabilities, promises, trespassescommitments, debtsagreements, liabilitiesguarantees, obligationsendorsements, lossesduties and Losses (including attorneys’ fees and costs incurred) of any nature whatsoever (whether direct or indirect, damages, orders, writs, injunctions, citations, awards and judgments whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected disclosed or unsuspectedundisclosed, matured or unmatured, fixed accrued or unaccrued, asserted or unasserted, absolute or contingent, fordetermined or conditional, upon express or by reason implied, fixed or variable and whether vicarious, derivative, joint, several or secondary) arising contemporaneously with or having occurred at any time prior to the Effective Time, whether known, unknown or capable of any matterbeing known, thing or cause whatsoever, from whether or not the beginning facts are known or should have been known (all of the world foregoing collectively referred to the Avalon Closing based upon, related to or arising from any obligation by the Company to pay the Board Feesherein as a “Claim”); provided, however, however that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or any of the provisions set forth herein or therein, or (y) operate to release any obligation obligations of the Company to defendEquityholder arising under the Merger Agreement or any Related Agreement or any rights of any current or former director, indemnify manager or hold harmless Releasor arising out of or relating to Releasor’s service as a former director officer of the Company provided in any contract and its Subsidiaries to indemnification or agreement with the Company, any insurance policy of reimbursement from the Company Equityholder and its Subsidiaries, whether pursuant to their respective certificate of formation, limited liability company agreement or the formation or organizational documents of the Companyother Governing Documents.

Release. Notwithstanding anything set forth herein Upon the Effective Date, and except as to the contrarysuch rights or claims as may be created by this Agreement, effective as of the Closing Time, and in consideration for the Settlement benefits described in this Agreement, Plaintiffs and the Settlement Class fully release and discharge the Settling Defendants, and all of the mutual covenants and agreements contained herein, Releasor hereby irrevocably releases and forever discharges the Company and each of its affiliates and subsidiaries and its individual, joint or mutual, past, their present and future directorsformer parent companies, subsidiaries, special purposes entities formed for the purpose of administering this Settlement, shareholders, owners, officers, managers, members, ownersdirectors, employees, agents, servants, registered representatives, agentsattorneys, insurers, affiliates, and successors, personal representatives, heirs and assigns, heirsretailers, executors suppliers, distributors, endorsers, consultants, and administrators any and all other entities or persons upstream and downstream in the production/distribution channels (collectivelytogether, the “Released PersonsDischarged Parties”) of and from all manner of demands, claims, suitsdemands, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards and judgments action of any kind or nature whatsoever, in whether at law or in equity which Releasor equity, known or unknown, direct, indirect, or consequential, liquidated or unliquidated, foreseen or unforeseen, developed or undeveloped, arising under common law, regulatory law, statutory law, or otherwise, whether based on federal, state or local law, statute, ordinance, regulation, code, contract, common law, or any other source, or any claim that Class Counsel, Class Representatives, Additional Plaintiffs or Settlement Class Members ever had, now has have, may have, or hereafter can, shall or may have, ever have against the Released PersonsDischarged Parties in any court, whether known tribunal, arbitration panel, commission, agency, or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of before any matter, thing or cause whatsoever, from the beginning of the world to the Avalon Closing based upon, related to or arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms ofgovernmental and/or administrative body, or any breach other adjudicatory body, on the basis of, this Agreementarising from, or relating to the allegations or claims in the ▇▇▇▇▇▇▇▇ Action and the Neuriva Actions that the Neuriva Products were misleadingly marketed or sold, or that relate to the labeling and marketing of the Neuriva Products, except that there shall be no release of claims for personal injury allegedly arising out of use of the Neuriva Products. 8. This Final Order and Judgment and the Settlement Agreement (including the exhibits thereto) may be filed in any action against or by any released person to support a defense of res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction, or any theory of claim preclusion or issue preclusion or similar defense or counterclaim. 9. Without further order of the Court, the other documents and instruments delivered hereunder or Parties may agree to reasonably necessary extensions of time to carry out any of the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defendSettlement Agreement. 10. The Court shall retain continuing and exclusive jurisdiction over the enforcement, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director interpretation, and applicability of the Company Settlement Agreement and the Parties agree to cooperate and to take all necessary and appropriate steps to ensure the enforceability of the Settlement Agreement. The Court’s continuing jurisdiction includes, but is not limited to, the enforcement and applicability of the injunctive relief provided for in Section IV.A.1. of the Settlement Agreement with respect to any parties who may assert claims against Reckitt that implicate the terms of the Settlement or Agreement, including the injunctive relief agreed to therein. In granting Final Judgment, the court shall enjoin all actions in any contract jurisdiction against the Discharged Parties as is necessary to preserve the Court’s jurisdiction. 11. This Action, including all individual claims and class claims presented herein, is hereby DISMISSED on the merits and WITH PREJUDICE against the Plaintiffs and all other Settlement Class Members, without fees or agreement with the Company, costs to any insurance policy of the Company or the formation or organizational documents of the Companyparty except as otherwise provided herein.

Release. Notwithstanding anything set forth herein to the contrary, effective as A. As of the Closing Timedate hereof, in consideration each of the mutual covenants Borrowers, including, without limitation, each Peak Borrower, and agreements contained hereinthe Company, Releasor hereby irrevocably releases for themselves and forever discharges the Company their successors and each of its affiliates and subsidiaries and its individual, joint or mutual, past, present and future directors, officers, managers, members, owners, employees, representatives, agents, successors, assigns, heirs, executors and administrators assigns (collectively, the “Released Persons”"Borrower Parties") hereby fully and forever releases, discharges and acquits each of the Lenders, the Collateral Agent and their parent, subsidiary, affiliate and predecessor corporations, and their respective past and present officers, directors, shareholders, partners, attorneys, legal representatives, agents and employees, and their successors, heirs and assigns and each of them, of and from and against any and all manner of claims, demands, claimsobligations, suitsduties, actionsliabilities, litigationdamages, arbitrationsexpenses, proceedingsindebtedness, causes and debts, breaches of contract, duty or relationship, acts, omissions, misfeasance, malfeasance, causes of action, reckoningssums of money, accounts, compensation, contracts, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, orderscosts, writslosses and remedies therefor, injunctionschoses in action, citationsrights of indemnity or liability of any type, awards and judgments kind, nature, description or character whatsoever, in law and irrespective of how, why or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Personsby reason of what facts, whether liquidated or unliquidated, known or unknown, suspected to any of the Borrowers (collectively, "Claims"), which any of such Borrower Parties may now have against any of said persons, firms or unsuspectedentities, matured or unmatured, fixed or contingent, for, upon or by reason of, arising out of or based upon conduct, events or occurrences on or before the date hereof relating to: (i) any of the Loans or the Loan Documents; (ii) the review, approval or disapproval of any and all documents, instruments, projections, advances, estimates, plans, specifications, drawings and all other items submitted to any of the Lenders or Collateral Agent in connection with the Loans or the Loan Documents; (iii) the disbursements of funds under the Loan Documents; (iv) the amendment or modification of the Loan Agreement made pursuant to this Joinder; (v) any Lender's or Collateral Agent's acts, statements, conduct, representations and omissions made in connection with the Loans or Loan Documents and any amendment or modification relating thereto; or (vi) any fact, matter, thing transaction or cause whatsoever, from the beginning event relating as of the world to the Avalon Closing based upondate hereof, related to or arising from any obligation by the Company to pay the Board Fees; provided, however, provided that nothing contained herein shall be deemed a release of any Lenders' or Collateral Agent's obligations under this Joinder or (xto the extent first arising and accruing after the date hereof) extend the Loan Agreement, as modified, or (to the extent first arising and accruing after the date hereof) a release of any Lender's or Collateral Agent's obligations under the Loan Documents as expressly set forth therein. B. Each of the Borrower Parties represents and warrants that it has not heretofore assigned or transferred, or purported to assign or to transfer, to any proceeding to enforce the terms of, person or entity any breach of, this Agreement, the other documents and instruments delivered matter released hereunder or any portion thereof or interest therein, and each of the provisions Borrower Parties agrees, jointly and severally, to indemnify, defend and hold the parties set forth herein hereinabove harmless from and against any and all claims based on or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of any such assignment or relating transfer or purported assignment or transfer. C. It is hereby further understood and agreed that the acceptance of delivery of this release by the parties released hereby shall not be deemed or construed as an admission of liability of any nature whatsoever arising from or related to Releasor’s service as a former director the subject of the Company provided in any contract or agreement with the Company, any insurance policy within release. D. Each of the Company or Borrower Parties hereby agrees, represents and warrants that it has had advice of counsel of its own choosing in negotiations for and the formation or organizational documents preparation of this Joinder, including the Companyforegoing release and waivers, that it has read the provisions of this Joinder, including the foregoing release and waivers, that it has had the foregoing release and waivers fully explained by such counsel, and that it is fully aware of its contents and legal effect.

Release. Notwithstanding anything set forth herein to the contrary, effective (a) Effective as of the Closing TimeClosing, in consideration for the agreements and covenants of the mutual covenants Buyer set forth in this Agreement, each Seller, on behalf of such Seller, such Seller’s Affiliates and agreements contained hereinsuch Seller’s and their respective, Releasor hereby irrevocably releases and forever discharges the Company and each of its affiliates and subsidiaries and its individualas applicable, joint or mutual, past, present and future directorsequityholders, officers, directors, managers, memberspartners, ownerstrustees, beneficiaries, employees, representatives, agents, successors, assigns, heirs, executors representatives, successors and administrators assigns (collectively, the “Released PersonsBuyer Releasing Parties”) ), hereby knowingly, voluntarily, irrevocably and unconditionally releases and forever discharges from and for, and covenants not to sue Buyer, any Covered Entity, or their respective predecessors, successors, parents, subsidiaries or other Affiliates, or any of their respective current and from former officers, directors, managers, partners, employees, or agents for or with respect to, any and all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckoningsdemands, controversiesrights, omissions, promises, trespassessuits, debts, obligations, liabilities, obligationsdamages, losses, damagescosts, orders, writs, injunctions, citations, awards and judgments expenses (including attorneys’ fees) of every kind or nature whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, actual or potential, suspected or unsuspected, matured or unmatured, fixed or contingent, foraccrued or unaccrued, upon due or by reason to become due, that any Buyer Releasing Party has or may have, now or in the future, arising out of, relating to, or resulting from any act of any mattercommission or omission, thing errors, negligence, strict liability, breach of contract, tort, violations of Law, matter or cause whatsoever, whatsoever from the beginning of the world time to the Avalon Closing based upon, related to or arising from any obligation by the Company to pay the Board FeesDate; provided, however, that nothing contained herein such release shall (x) extend to not cover any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder claims against Buyer or any of the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor its Affiliates arising out of or relating to Releasor’s service this Agreement or any Ancillary Document. (b) Effective as a former director of the Company provided Closing, in any contract or agreement with consideration for the agreements and covenants of each Seller set forth in this Agreement, the Company, Buyer and Buyer Parent, on behalf of such person, such person’s Affiliates and such person’s and their respective, as applicable, equityholders, officers, directors, managers, partners, trustees, beneficiaries, employees, agents, heirs, representatives, successors and assigns (collectively, the “Seller Releasing Parties”), hereby knowingly, voluntarily, irrevocably and unconditionally releases and forever discharges from and for, and covenants not to sue any insurance policy Seller, or their respective predecessors, successors, parents, subsidiaries or other Affiliates, or any of their respective current and former officers, directors, managers, partners, employees, or agents for or with respect to, any and all claims, causes of action, demands, rights, suits, debts, obligations, liabilities, damages, losses, costs, and expenses (including attorneys’ fees) of every kind or nature whatsoever, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent, accrued or unaccrued, due or to become due, that any Seller Releasing Party has or may have, now or in the Company future, arising out of, relating to, or resulting from any act of commission or omission, errors, negligence, strict liability, breach of contract, tort, violations of Law, matter or cause whatsoever from the formation beginning of time to the Closing Date; provided, however, that such release shall not cover any claims against any Seller or organizational documents any Seller’s Affiliates arising out of the Companyor relating to this Agreement or any Ancillary Document.

Release. Notwithstanding anything set forth herein to the contrary(a) Grand Cheer, effective as of the Closing Timefor itself and its respective past, in consideration of the mutual covenants present and agreements contained hereinfuture agents, Releasor successors, heirs, representatives, and assigns, hereby irrevocably releases and forever discharges the Company Company, and each all of its affiliates and subsidiaries affiliates, and its individual, joint or mutual, past, present and future officers, directors, officersstockholders, managersaffiliates, membersagents, ownersservants, representatives, attorneys, employees, representatives, agentspredecessors, successors, subrogees and assigns, heirs, executors and administrators (collectively, the “Released Persons”) of and from all manner of demandsliability, rights, claims, suitscounterclaims, demands, damages, costs, expenses, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards suits of liability and judgments controversies of every kind and description whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected involving any claims or unsuspected, matured counterclaims which were or unmatured, fixed or contingent, for, upon or could have been raised by reason of any matter, thing or cause whatsoever, from Grand Cheer against the beginning of the world to the Avalon Closing based upon, related to Company in connection with or arising from Grand Cheer’s acquisition and ownership of the Series B Shares, the Note, or otherwise arising out of anything that has occurred up through the date hereof. For the avoidance of doubt, this release shall not be interpreted to include and shall expressly exclude all matters arising from or related to the breach, performance and non-performance of this Agreement, or the Voting Agreement attached hereto as Exhibit A. (b) The Company, for itself and its respective past, present and future agents, successors, heirs, representatives, and assigns, hereby releases and forever discharges Grand Cheer, and all of its affiliates, and its past, present and future officers, directors, stockholders, affiliates, agents, servants, representatives, attorneys, employees, predecessors, successors, subrogees and assigns, of and from all liability, rights, claims, counterclaims, demands, damages, costs, expenses, actions, causes of action, suits of liability and controversies of every kind and description whatsoever, whether known or unknown, involving any obligation claims or counterclaims which were or could have been raised by the Company to pay against Grand Cheer in connection with or arising from Grand Cheer’s acquisition and ownership of the Board Fees; providedSeries B Shares, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms ofNote, or any breach ofotherwise arising out of anything that has occurred up through the date hereof. For the avoidance of doubt, this release shall not be interpreted to include and shall expressly exclude all matters arising from or related to the breach, performance and non-performance of this Agreement, or the other documents Voting Agreement attached hereto as Exhibit A. (c) It is expressly understood and instruments delivered hereunder agreed by the Company and Grand Cheer that the releases in Section 4(a) and Section 4(b) of this Agreement are intended to and do cover any and all losses, injuries, damages and claims of every kind and nature whatsoever, whether direct or any of indirect, known or unknown, suspected or unsuspected relating to the provisions set forth herein or thereinmatters released therein (the “Released Matters”). The Company and Grand Cheer acknowledges that each may hereafter discover facts different from, or (y) operate in addition to, those which they now know to release any obligation of be or believe to be true with respect to the Released Matters, and the Company to defendand Grand Cheer agree that this Agreement and the releases contained in Section 4(a) and Section 4(b) shall be effective and shall remain effective in all respects, indemnify notwithstanding any such different or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of additional facts and the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the Companysubsequent discovery thereof.