Excluded Claims. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): # any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party or under applicable law; # any rights which are not waivable as a matter of law (such as claims for unemployment benefits or workers compensation); and # any claims for breach of this Agreement.

Excluded Claims. Notwithstanding anything to the contrary in this Agreement, the waiver and release contained in this Agreement shall exclude awards to Executive from or by a government agency for providing information, as well as any rights or claims that # may arise after the date on which Executive executes this Agreement; or # cannot be released under applicable law (such as worker’s compensation and unemployment insurance claims). In addition, the Parties agree that this Agreement shall not adversely affect, alter, or extinguish any vested right that Executive may have with respect to any pension or other retirement benefits to which Executive is or will be entitled by virtue of Executive’s employment with the Company, and nothing in this Agreement shall prohibit Executive from enforcing such rights. Moreover, nothing in this Agreement shall prevent or preclude Executive from challenging in good faith the validity of this Agreement, nor does it impose any conditions precedent, penalties, or costs for doing so, unless specifically authorized by applicable law.

Excluded. This release and waiver does not apply to # claims for unemployment or worker’s compensation benefits; # any vested rights under Company pension and savings plans (401k); # claims for benefits or reimbursement under any health and welfare benefit plans (medical, dental and vision) under the terms of such plans; # claims for vested balances and payments under non-qualified deferred compensation plans; # claims for potential indemnification pursuant to applicable Company By-Laws; # any rights of the Employee under the Company’s directors and officers liability insurance; and # claims which controlling law clearly holds cannot be waived or released by private agreement.

Excluded Assets. Except for the TFF Assets, the Company shall not acquire, and the Contributor shall retain, all remaining assets of the Contributor.

Excluded Liabilities. Other than the Assumed Liabilities, the Company shall not assume any liabilities or obligations of the Contributor of any kind, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created.

Excluded Transferees. Notwithstanding anything to the contrary in any Transaction Document, the Purchaser shall not, directly or indirectly, sell, transfer or assign any Series C Preferred Units to any Person (or any Affiliate of such Person) listed on [Schedule 2] hereto.

Excluded ILOC. Notwithstanding anything to the contrary contained herein, each ​-District Creditor and each 2024 Note Creditor acknowledges and agrees that the ILOC secures neither the ​-District Debt or such ​-District Creditor’s share of the Pari Passu Debt or the 2024 Debt or such 2024 Note Creditor’s share of the Pari Passu Debt. Each ​-District Creditor and 2024 Note Creditor hereby irrevocably waives and releases all of its right, title and interest, if any, and all Liens, if any, that it may hold in or against the ILOC. Each ​-District Creditor and 2024 Note Creditor hereby irrevocably authorizes, empowers and appoints Aegis as its agent and attorney-in-fact to execute, verify, deliver and file any UCC-3 amendment with respect to any UCC financing statement on record in favor of such ​-District Creditor or 2024 Note Creditor (solely for the purpose of excluding and releasing the ILOC from the collateral description filed of record) upon the failure of such Pari Passu Creditor to promptly file any such UCC-3 amendment prior to FIFTEEN # days after receipt by such Pari Passu Creditor from Aegis of a written request to file any such UCC-3 amendment; provided that any UCC-3 amendment filed pursuant to this Section 7 by any ​-District Creditor or of 2024 Note Creditor or by Aegis shall amend the collateral description of any UCC financing statement to read as follows:

Excluded Collateral. Notwithstanding anything to the contrary contained herein, as and to the extent provided in this Section 2.3, the Collateral shall not include, and the Lien of this Agreement and any other Collateral Documents shall not attach to, the following:

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, DIP Facility Claims, Professional Claims, and Priority Tax Claims have not been classified and thus are excluded from the Classes of Claims set forth in Article III of the Plan.

Excluded Action or Omissions. To Indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited by applicable law from being Indemnified, as determined by a court of competent jurisdiction in a final adjudication (as to which all rights of appeal therefrom have been exhausted or lapsed); provided, however, that notwithstanding any limitation set forth in this [Section 9(a)] regarding the Company’s obligation to Indemnify Indemnitee, Indemnitee shall be entitled under Section 3 hereof to receive Expense Advances with respect to any such Claim unless and until a court having jurisdiction over the underlying Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited by applicable law from being Indemnified.

No assets of Company are excluded from this Agreement. The Company and Shareholders understand and agree that this Agreement represents a purchase of all the Shares of Company by the Buyer, and that all assets of Company, including cash, accounts receivable, inventory, and work in progress shall be sold in the sale and transfer to Buyer. Additionally, the Company and Shareholders understand and agree that at the time of closing there shall be no material adverse change to Company’s working capital (consisting of Cash+AR-AP+inventory+WIP) as of the balance sheet date of August 31, 2021.

Notwithstanding anything to the contrary in this Agreement, in no event shall the Seller be deemed to sell, transfer, assign, convey or deliver any of the Excluded Assets to the Buyer, and the Seller shall retain all right, title and interest to, in and under, and all Liabilities with respect to, the Excluded Assets. For all purposes of and under this Agreement, the term “Excluded Assets” shall mean only the following items, assets and properties of the Seller:

all Contracts of Sellers other than the Assumed Contracts (the “Excluded Contracts”), together with all claims and causes of actions with respect to or arising in connection with such Excluded Contracts;

NJMC shall take all steps required to ensure that # at or prior to the Acquisition Date the NSR is registered on and against title to # all of the Claims of the Company set out in [Schedule 1] to this Agreement other than those Claims for which such registration is not legally possible at the Acquisition Date (the “Excluded Claims”), and # all of the Additional Claims, if any, # the NSR is registered on and against title to all of the Excluded Claims as soon as such registration is legally possible, and # the NSR is registered on and against title to all Subsequent Claims as soon as such registration is legally possible.

SmartRent, Inc. (the “Company”) and the undersigned (“Employee”) hereby agree that, to the fullest extent permitted by law, any and all claims or controversies between them (or between Employee and any present or former officer, director, agent, or employee of the Company or any parent, subsidiary, or other entity affiliated with the Company) relating in any manner to the employment or the termination of employment of Employee, including but not limited to the interpretation, applicability, or enforceability of this Agreement, shall be resolved by final and binding arbitration. Except as specifically provided herein, any arbitration proceeding shall be conducted in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association (the “AAA Rules”), available at www.adr.org /rules or provided upon request by the Company. Claims subject to arbitration shall include without limitation contract claims, tort claims, claims relating to compensation and stock options, as well as claims based on any federal, state, or local law, statute, or regulation, including but not limited to any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Arizona Employment Protection Act, the Arizona Civil Rights Act, and all other applicable Arizona law. However, claims for unemployment compensation, workers’ compensation, claims under the National Labor Relations Act, and other claims excluded by law shall not be subject to arbitration (the “Excluded Claims”). The Parties agree that if any dispute involves both timely filed Excluded Claims and claims subject to this Agreement, the parties agree to bifurcate and stay for the duration of the arbitration proceedings any such Excluded Claims.

This paragraph shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law, including, without limitation, claims brought pursuant to the California Private Attorneys General Act of 2004, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, to the extent such claims are not permitted by applicable law(s) to be submitted to mandatory arbitration and the applicable law(s) are not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”). In the event you intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration. You will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this Agreement shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator.

Claims Procedures. As required under [[Section 2560.503-1(b)(2)])]])] of the Department of Labor Regulations, the claims procedures are set forth in the Plan’s Summary Plan Description, which claims procedures are incorporated by reference into the Plan. A Participant or a beneficiary, or the authorized representative of either (the “claimant”), may not bring an action under ERISA [Section 502(a)] or otherwise with respect to his or her claim until he or she has exhausted the claims procedures. Any such action must be filed in a court of competent jurisdiction within 12 months after the date on which the claimant receives the Committee’s written denial of the claimant’s claim on appeal or, if earlier, 12 months after the date of the alleged facts or conduct giving rise to the claim (including, without limitation, the date the claimant alleges he or she became entitled to Plan benefits requested in the suit or legal action), or it shall be forever barred. Any further review, judicial or otherwise, of the Committee’s decision on the claimant’s claim shall be limited to whether, in the particular instance, the Committee abused its discretion. In no event shall such further review, judicial or otherwise, be on a de novo basis, as the Committee has discretionary authority to determine eligibility and benefits and to construe and interpret the terms of the Plan.

Damage Claims. Graphite shall make damaged Product and associated packaging materials available for inspection and shall comply with the reasonable requirements of any insurance policy covering the Product. WuXi ATU shall offer Graphite reasonable assistance in Graphite’s claims against the shipping company for damages arising out of the transportation of Product.