Common use of Company Release Clause in Contracts

Company Release. To the fullest extent permitted by Law, the Company, for and on behalf of itself, each of its Subsidiaries and Affiliates, and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, employees, representatives, advisors, agents, attorneys, successors and assigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Company Related Parties”), hereby knowingly, voluntarily and irrevocably fully releases and forever discharges Parent, Merger Sub, Sponsor, Sino IC, Lender and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, employees, representatives, advisors, agents, attorneys, successors, assigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Parent Related Parties”) from any and all liabilities, claims, actions, causes of action, obligations, demands, costs, damages, expenses, fees and charges of every kind and any nature whatsoever (collectively, “Claims”), in each case, whether known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, or accrued or unaccrued, in connection with, arising out of or relating to the Merger Agreement, the Financing Agreements or the transactions contemplated by the Merger Agreement or the Financing Agreements, including (i) any Claim that the Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) any acts, omissions, disclosures or communications related to the termination of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement (the claims released pursuant to this Section 3(a), the “Company Released Claims”); provided, that the foregoing shall not release, or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on behalf of itself and each of the Company Related Parties, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the Company (or any of the Company Related Parties) brings any claim, demand, proceeding, action or arbitration against any Parent Related Party in any legal or arbitral proceeding of any kind with respect to any Company Released Claim, then the Company shall indemnify such Parent Related Party in the amount or value of any final judgment or settlement (monetary or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related Party.

Company Release. To the fullest extent permitted by Law, the The Company, for on its own behalf and on behalf of itselfits officers, each of its Subsidiaries affiliates, investors and Affiliatesother related Persons, hereby irrevocably, fully and unconditionally releases and forever discharges Investor and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, shareholders, members, partners, employees, representativesagents, advisors, agents, attorneys, successors and assigns representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and all Persons claiming by each Person, if any, who controls Investor within the meaning of the 1933 Act or through the 1934 Act and each of the foregoing present and former directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor and all such other Persons are referred to herein collectively as the “Investor Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, which the Company may now own, hold, have or claim to have against any of the Investor Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever related to, based upon, arising out of, or in connection with the Share Consolidation (collectively, the “Company Related Parties”), hereby knowingly, voluntarily and irrevocably fully releases and forever discharges Parent, Merger Sub, Sponsor, Sino IC, Lender and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, employees, representatives, advisors, agents, attorneys, successors, assigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Parent Related Parties”) from any and all liabilities, claims, actions, causes of action, obligations, demands, costs, damages, expenses, fees and charges of every kind and any nature whatsoever (collectively, “Claims”), in each case, whether known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, or accrued or unaccrued, in connection with, arising out of or relating to the Merger Agreement, the Financing Agreements or the transactions contemplated by the Merger Agreement or the Financing Agreements, including (i) any Claim that the Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) any acts, omissions, disclosures or communications related to the termination of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement (the claims released pursuant to this Section 3(a), the “Company Released Claims”); provided, that the foregoing shall not release, or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on behalf of itself and each of its successors, assigns and other legal representatives, covenants that it will not (and that it will cause all other Persons who may seek to claim by or through or in relation to the Company Related Parties, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the matters released by the Company (or in this Agreement not to) xxx any of the Company Related Parties) brings any claim, demand, proceeding, action Investor Releasees on the basis of or arbitration against any Parent Related Party related to or in any legal or arbitral proceeding of any kind connection with respect to any Company Released ClaimClaim herein released and discharged, then as provided in this paragraph. Notwithstanding the Company foregoing, nothing contained in this paragraph shall indemnify such Parent Related Party in the amount release or value relieve any obligations of any final judgment or settlement (monetary or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related PartyInvestor under this Agreement.

Company Release. To the fullest extent permitted by Law, the The Company, for on its own behalf and on behalf of itself, each of its Subsidiaries and Affiliates, and each of its and their respective futureofficers, directors, affiliates, investors and other related Persons (the Company and all of the foregoing Persons referred to above in this Section ‎2 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges (x) each Buyer and (y) each of the present and former general or limited partnersdirectors, stockholdersofficers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, consultants and representatives of each Buyer, (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls each Buyer, within the meaning of the 1933 Act or the 1934 Act, and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, representativesagents, advisors, agents, attorneys, successors consultants and assigns representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (each Buyer and all such other Persons claiming by referred to above in clause (y) in this Section ‎2 are referred to herein collectively as the “Buyer Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or through each unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which any Company Releasor may now own, hold, have or claim to have against any of the foregoing Buyer Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever which arises from the beginning of the world to the date and time of this Agreement relating to the Company or any of its Subsidiaries (collectively, the “Company Related Parties”), hereby knowingly, voluntarily and irrevocably fully releases and forever discharges Parent, Merger Sub, Sponsor, Sino IC, Lender and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, employees, representatives, advisors, agents, attorneys, successors, assigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Parent Related Parties”) from any and all liabilities, claims, actions, causes of action, obligations, demands, costs, damages, expenses, fees and charges of every kind and any nature whatsoever (collectively, “Claims”), in each case, whether known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, or accrued or unaccrued, in connection with, arising out of or relating to the Merger Agreement, the Financing Agreements or the transactions contemplated by the Merger Agreement or the Financing Agreements, including (i) any Claim that the Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) any acts, omissions, disclosures or communications related to the termination of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement (the claims released pursuant to this Section 3(a), the “Company Released Claims”); provided, that the foregoing shall not release, or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on behalf of itself and each its successors, assigns and other legal representatives and all of the other Company Related PartiesReleasors, hereby irrevocably covenants that it will not (and that it will cause all other Persons who may seek to refrain fromclaim as, directly by, through or indirectly, asserting any claim or demand, or commencing, instituting or causing in relation to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the Company (or any of the Company Related PartiesReleasors or the matters released by the Company Releasors in this Agreement not to) brings sxx any claimof the Buyer Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, demandas provided in this paragraph. Notwithstanding the foregoing, proceeding, action nothing contained in this paragraph shall release or arbitration against relieve any Parent Related Party in any legal or arbitral proceeding obligations of any kind with respect Buyer under this Agreement, the Purchase Agreement or under any other Transaction Document to any Company Released Claim, then the Company shall indemnify such Parent Related Party in the amount or value of any final judgment or settlement (monetary or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related Partywhich it is a party.

Company Release. To the fullest extent permitted by Law, the The Company, for on its own behalf and on behalf of itself, each of its Subsidiaries and Affiliates, and each of its and their respective futureofficers and directors (the Company and all of the foregoing Persons referred to above in this Section 1 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges (x) each of the Claimants and (y) each of the present and former general or limited partnersdirectors, stockholdersofficers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors and representatives of each Claimant (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls any Claimant within the meaning of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “1934 Act”), and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, representatives, advisors, agents, attorneys, successors advisors and assigns representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (each Claimant and all such other Persons claiming by referred to above in clause (y) in this Section 1 are referred to herein collectively as the “Claimant Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or through each unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which any Company Releasor may now own, hold, have or claim to have against any of the foregoing Claimant Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever which arises from the beginning of the world to the date and time of this Agreement relating to the Company, CRG or any of their respective Subsidiaries (collectively, the “Company Related Parties”), hereby knowingly, voluntarily and irrevocably fully releases and forever discharges Parent, Merger Sub, Sponsor, Sino IC, Lender and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, employees, representatives, advisors, agents, attorneys, successors, assigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Parent Related Parties”) from any and all liabilities, claims, actions, causes of action, obligations, demands, costs, damages, expenses, fees and charges of every kind and any nature whatsoever (collectively, “Claims”), in each case, whether known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, or accrued or unaccrued, in connection with, arising out of or relating to the Merger Agreement, the Financing Agreements or the transactions contemplated by the Merger Agreement or the Financing Agreements, including (i) any Claim that the Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) any acts, omissions, disclosures or communications related to the termination of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement (the claims released pursuant to this Section 3(a), the “Company Released Claims”); provided, that the foregoing shall not release, or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on behalf of itself and each its successors, assigns and other legal representatives and all of the other Company Related PartiesReleasors, hereby irrevocably covenants that it will not (and that it will cause all other Persons who may seek to refrain fromclaim as, directly by, through or indirectly, asserting any claim or demand, or commencing, instituting or causing in relation to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the Company (or any of the Company Related PartiesReleasors or the matters released by the Company Releasors in this Agreement not to) brings sxx any claimof the Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, demandas provided in this paragraph. Notwithstanding the foregoing, proceeding, action nothing contained in this paragraph shall release or arbitration against relieve any Parent Related Party in any legal or arbitral proceeding obligations of any kind with respect to Claimant under this Agreement. “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any Company Released Claim, then the Company shall indemnify such Parent Related Party in the amount other entity and a government or value of any final judgment department or settlement (monetary or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related Partyagency thereof.

Company Release. To the fullest extent permitted by Law, the The Company, for on its own behalf and on behalf of itself, each of its Subsidiaries (as defined below) and Affiliates, and each of its and their respective futureofficers, directors, affiliates, investors and other related Persons (as defined below) (the Company and all of the foregoing Persons referred to above in this Section 1 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges (x) Claimant, (y) Oakmont Investments LLC (“Oakmont”) and (z) each of the present and former general or limited partnersdirectors, stockholdersofficers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors and representatives of each of Claimant and Oakmont (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls any of Claimant or Oakmont within the meaning of the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”), and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, representatives, advisors, agents, attorneys, successors advisors and assigns representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Claimant and all such other Persons claiming by referred to above in clauses (y) and (z) in this Section 1 are referred to herein collectively as the “Claimant Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or through each unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which any Company Releasor may now own, hold, have or claim to have against any of the foregoing Claimant Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever which arises from the beginning of the world to the date and time of this Agreement relating to the Company or any of its Subsidiaries (collectively, the “Company Related Parties”), hereby knowingly, voluntarily and irrevocably fully releases and forever discharges Parent, Merger Sub, Sponsor, Sino IC, Lender and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, employees, representatives, advisors, agents, attorneys, successors, assigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Parent Related Parties”) from any and all liabilities, claims, actions, causes of action, obligations, demands, costs, damages, expenses, fees and charges of every kind and any nature whatsoever (collectively, “Claims”), in each case, whether known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, or accrued or unaccrued, in connection with, arising out of or relating to the Merger Agreement, the Financing Agreements or the transactions contemplated by the Merger Agreement or the Financing Agreements, including (i) any Claim that the Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) any acts, omissions, disclosures or communications related to the termination of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement (the claims released pursuant to this Section 3(a), the “Company Released Claims”); provided, that the foregoing shall not release, or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on behalf of itself and each its successors, assigns and other legal representatives and all of the other Company Related PartiesReleasors, hereby irrevocably covenants that it will not (and that it will cause all other Persons who may seek to refrain fromclaim as, directly by, through or indirectly, asserting any claim or demand, or commencing, instituting or causing in relation to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the Company (or any of the Company Related PartiesReleasors or the matters released by the Company Releasors in this Agreement not to) brings xxx any claim, demand, proceeding, action of the Claimant Releasees on the basis of or arbitration against any Parent Related Party related to or in any legal or arbitral proceeding of any kind connection with respect to any Company Released ClaimClaim herein released and discharged, then as provided in this paragraph. Notwithstanding the Company foregoing, nothing contained in this paragraph shall indemnify such Parent Related Party in the amount release or value relieve any obligations of any final judgment or settlement (monetary or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related PartyClaimant under this Agreement.

Company Release. To Each of the fullest extent permitted by Law, the Company, for and Credit Parties (on behalf of itself, each of itself and its Subsidiaries Affiliates) for itself and Affiliates, for its successors in title and each of assignees and for its and their respective futurepast, present and former general or limited partnersfuture employees, stockholdersagents, membersrepresentatives (other than legal representatives), managersofficers, directors, officersshareholders, employeesand trustees (each, representatives, advisors, agents, attorneys, successors a “Company Releasing Party” and assigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Company Related Releasing Parties”), does hereby knowinglyremise, voluntarily release and irrevocably fully releases discharge, and shall be deemed to have forever discharges Parentremised, Merger Subreleased and discharged, Sponsorthe Lender, Sino ICthe Lender’s successors-in-title, Lender and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank Lender’s Affiliates and each of its the foregoing’s legal representatives and their respective futureassignees, past, present and former future officers, directors, partners, general or partners, limited partners, stockholdersmanaging directors, managers, members, managersaffiliates, shareholders, trustees, agents, employees, consultants, principals, experts, advisors, attorneys and other professionals and all other persons and entities to whom the Lender, the Lender’s successors in title, the Lender’s Affiliates and each of the foregoing’s legal representatives and assignees, past, present and future officers, directors, officersaffiliates, shareholders, trustees, managers, agents, employees, representativesconsultants, experts, advisors, agents, attorneys, successors, assigns attorneys and other professionals would be liable if such persons or entities were found to be liable to any and all Persons claiming by Company Releasing Party or through each any of the foregoing them (collectively, hereinafter the “Parent Related PartiesLender Releasees”) ), from any and all liabilities, claims, manner of action and actions, cause and causes of action, obligationsclaims, charges, demands, costscounterclaims, crossclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, rights of setoff and recoupment, controversies, damages, judgments, expenses, executions, liens, 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, any claims relating to (i) the making or administration of the Loans, including, without limitation, any such claims and defenses based on fraud, mistake, duress, usury or misrepresentation, or any other claim based on so-called “lender liability” theories, (ii) any covenants, agreements, duties or obligations set forth in the Loan Documents, (iii) increased financing costs, interest or other carrying costs, (iv) penalties, (v) lost profits or loss of business opportunity, (vi) legal, accounting and other administrative or professional fees and charges of every kind expenses and incidental, consequential and punitive damages payable to third parties, (vii) damages to business reputation, or (viii) any nature whatsoever (collectivelyclaims arising under 11 U.S.C. §§ 541-550 or any claims for avoidance or recovery under any other federal, “Claims”state or foreign law equivalent), in each case, whether known or unknown, mature fixed or unmaturedcontingent, contingent joint and/or several, secured or fixedunsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or accrued tortious, direct, indirect, or unaccruedderivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Lender Releasees, and which are, in connection witheach case, based on any act, fact, event or omission or other matter, cause or thing occurring at any time prior to or on the date hereof in any way, directly or indirectly arising out of of, connected with or relating to the Merger Agreement, the Financing Agreements Loan Agreement or any other Loan Document and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing (each, a “Lender Claim” and collectively, the “Lender Claims”). After having been advised by the Merger Agreement or the Financing Agreementstheir legal counsel with respect thereto, including (i) any Claim that each of the Company is entitled Releasing Parties further stipulates and agrees with respect to any Reverse Termination Feeall Lender Claims, (ii) any actsthat it hereby waives, omissions, disclosures or communications related to the Merger Agreement fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, rule or regulation, or any Financing Agreement principle of common law, that would otherwise limit a release or the transactions contemplated thereby and (iii) discharge of any acts, omissions, disclosures or communications related to the termination of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement (the claims released unknown Lender Claims pursuant to this Section 3(a)6, including without limitation Cal. Civ. Code § 1542, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Each of the “Company Released Claims”); providedCredit Parties, that the foregoing shall not release, or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on On behalf of itself and each of the Company Related Partiesits successors, assigns, and other legal representatives, hereby irrevocably absolutely, unconditionally and irrevocably, covenants to refrain fromand agrees with and in favor of each Lender Releasee that it will not, directly and it will not allow any of its Affiliates to, sxx (at law, in equity, in any regulatory proceeding or indirectlyotherwise) any Lender Releasee on the basis of any Lender Claim released, asserting any claim or demand, or commencing, instituting or causing to be commencedremised and discharged by the Borrowers, any proceeding, action or arbitration of any kind against any Parent Related other Credit Party based upon any Company Released Claim. If the Company (or any of their respecting Affiliates pursuant to this Section 6. If any Credit Party or any of its successors, assigns or other legal representatives, or any of their respective Affiliates, violates the Company Related foregoing covenant, the Borrowers and other Credit Parties) brings , each for itself and its successors, assigns and legal representatives, agree to pay, in addition to such other damages as any claimLender Releasee may sustain as a result of such violation, demand, proceeding, action or arbitration against any Parent Related Party in any legal or arbitral proceeding of any kind with respect to any Company Released Claim, then the Company shall indemnify such Parent Related Party in the amount or value of any final judgment or settlement (monetary or other) and any related cost (including reasonable attorney’s all attorneys’ fees and expenses) entered against, paid or costs incurred by any Lender Releasee as a result of such Parent Related Partyviolation.

Company Release. To the fullest extent permitted by Law, the The Company, for on its own behalf and on behalf of itself, each of its Subsidiaries (as defined below) and Affiliates, and each of its and their respective futureofficers, directors, affiliates, investors and other related Persons (the Company and all of the foregoing Persons referred to above in this Section 3 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges (x) Claimant, (y) Downsview Capital, Inc. (“Downsview”), Cranshire Capital Advisors, LLC (“CCA”) and (z) each of the present and former general or limited partnersdirectors, stockholdersofficers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors and representatives of each of Claimant, Downsview and CCA (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls any of Claimant, Downsview or CCA within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the “1934 Act”), and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, representatives, advisors, agents, attorneys, successors advisors and assigns representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Claimant and all such other Persons claiming by referred to above in clauses (y) and (z) in this Section 3 are referred to herein collectively as the “Claimant Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or through each unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which any Company Releasor may now own, hold, have or claim to have against any of the foregoing Claimant Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever which arises from the beginning of the world to the date and time of this Agreement relating to the Company and its Subsidiaries (collectively, the “Company Related Parties”), hereby knowingly, voluntarily and irrevocably fully releases and forever discharges Parent, Merger Sub, Sponsor, Sino IC, Lender and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, employees, representatives, advisors, agents, attorneys, successors, assigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Parent Related Parties”) from any and all liabilities, claims, actions, causes of action, obligations, demands, costs, damages, expenses, fees and charges of every kind and any nature whatsoever (collectively, “Claims”), in each case, whether known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, or accrued or unaccrued, in connection with, arising out of or relating to the Merger Agreement, the Financing Agreements or the transactions contemplated by the Merger Agreement or the Financing Agreements, including (i) any Claim that the Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) any acts, omissions, disclosures or communications related to the termination of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement (the claims released pursuant to this Section 3(a), the “Company Released Claims”); provided, that the foregoing shall not release, or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on behalf of itself and each its successors, assigns and other legal representatives and all of the other Company Related PartiesReleasors, hereby irrevocably covenants that it will not (and that it will cause all other Persons who may seek to refrain fromclaim as, directly by, through or indirectly, asserting any claim or demand, or commencing, instituting or causing in relation to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the Company (or any of the Company Related PartiesReleasors or the matters released by the Company Releasors in this Agreement not to) brings xxx any claim, demand, proceeding, action of the Claimant Releasees on the basis of or arbitration against any Parent Related Party related to or in any legal or arbitral proceeding of any kind connection with respect to any Company Released ClaimClaim herein released and discharged, then as provided in this paragraph. Notwithstanding the Company foregoing, nothing contained in this paragraph shall indemnify such Parent Related Party in the amount release or value relieve any obligations of Claimant under this Agreement or under any final judgment or settlement (monetary or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related Partyother Transaction Document to which it is a party.

Company Release. To the fullest extent permitted by Law, the The Company, for on its own behalf and on behalf of itself, each of its Subsidiaries (as defined below) and Affiliates, and each of its and their respective futureofficers, directors, affiliates, investors and other related Persons (as defined below) (the Company and all of the foregoing Persons referred to above in this Section 1 are referred to herein as "Company Releasors"), hereby irrevocably, fully and unconditionally releases and forever discharges the Warberg Entities and each of the present and former general or limited partnersdirectors, stockholdersofficers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors and representatives of the Warberg Entities (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls the Warberg Entities within the meaning of the Securities Act of 1933, as amended (the "1933 Act"), or the Securities Exchange Act of 1934, as amended (the "1934 Act"), and each of the present and former directors, officers, employees, representatives, advisors, agents, attorneys, successors and assigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Company Related Parties”), hereby knowingly, voluntarily and irrevocably fully releases and forever discharges Parent, Merger Sub, Sponsor, Sino IC, Lender and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its and their respective future, present and former general or limited partners, stockholdersshareholders, members, managers, directorsinvestment managers, officersinvestment advisers, partners, employees, representatives, advisors, agents, attorneys, successors, assigns advisors and representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (the Warberg Entities and all such other Persons claiming by or through each of referred to above in this Section 1 are referred to herein collectively as the foregoing (collectively, the “Parent Related Parties”"Warberg Releasees") from any and all liabilities, claims, actions, obligations, causes of action, obligationssuits, demandslosses, costsomissions, damages, expensescontingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys' fees and charges costs of defense and investigation), expenses and liabilities, of every kind name and any nature whatsoever (collectively, “Claims”), in each casenature, whether known or unknown, mature absolute or contingent, suspected or unsuspected, matured or unmatured, contingent both at law and in equity, (collectively, the "Claims") which any Company Releasor may now own, hold, have or fixedclaim to have against any of the Warberg Releasees for, liquidated or unliquidatedupon, or accrued by reason of any nature, cause, action or unaccrued, in connection with, arising out inaction or thing whatsoever which arises from the beginning of or the world to the date and time of this Agreement relating to the Merger AgreementCompany or any of its Subsidiaries (collectively, the Financing Agreements or the transactions contemplated by the Merger Agreement or the Financing Agreements, including (i) any Claim that the "Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) any acts, omissions, disclosures or communications related to the termination of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement (the claims released pursuant to this Section 3(aClaims"), the “Company Released Claims”); provided, that the foregoing shall not release, or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on behalf of itself and each its successors, assigns and other legal representatives and all of the other Company Related PartiesReleasors, hereby irrevocably covenants that it will not (and that it will cause all other Persons who may seek to refrain fromclaim as, directly by, through or indirectly, asserting any claim or demand, or commencing, instituting or causing in relation to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the Company (or any of the Company Related PartiesReleasors or the matters released by the Company Releasors in this Agreement not to) brings xxx any claim, demand, proceeding, action of the Warberg Releasees on the basis of or arbitration against any Parent Related Party related to or in any legal or arbitral proceeding of any kind connection with respect to any Company Released ClaimClaim herein released and discharged, then as provided in this paragraph. Notwithstanding the Company foregoing, nothing contained in this paragraph shall indemnify such Parent Related Party in release or relieve any obligations of the amount or value of any final judgment or settlement (monetary or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related PartyWarberg Entities under this Agreement.

Company Release. To the fullest extent permitted by Law, the The Company, for on its own behalf and on behalf of itself, each of its Subsidiaries (as defined below) and Affiliates, and each of its and their respective futureofficers, directors, affiliates, investors and other related Persons (the Company and all of the foregoing Persons referred to above in this Section 3 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges (x) Claimant and (y) each of the present and former general or limited partnersdirectors, stockholdersofficers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, consultants and representatives of Claimant, (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls Claimant, within the meaning of the 1933 Act or the 1934 Act, and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, representativesagents, advisors, agents, attorneys, successors consultants and assigns representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Claimant and all such other Persons claiming by referred to above in clause (y) in this Section 3 are referred to herein collectively as the “Claimant Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or through each unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which any Company Releasor may now own, hold, have or claim to have against any of the foregoing Claimant Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever which arises from the beginning of the world to the date and time of this Agreement relating to the Company and its Subsidiaries (collectively, the “Company Related Parties”), hereby knowingly, voluntarily and irrevocably fully releases and forever discharges Parent, Merger Sub, Sponsor, Sino IC, Lender and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, employees, representatives, advisors, agents, attorneys, successors, assigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Parent Related Parties”) from any and all liabilities, claims, actions, causes of action, obligations, demands, costs, damages, expenses, fees and charges of every kind and any nature whatsoever (collectively, “Claims”), in each case, whether known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, or accrued or unaccrued, in connection with, arising out of or relating to the Merger Agreement, the Financing Agreements or the transactions contemplated by the Merger Agreement or the Financing Agreements, including (i) any Claim that the Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) any acts, omissions, disclosures or communications related to the termination of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement (the claims released pursuant to this Section 3(a), the “Company Released Claims”); provided, that the foregoing shall not release, or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on behalf of itself and each its successors, assigns and other legal representatives and all of the other Company Related PartiesReleasors, hereby irrevocably covenants that it will not (and that it will cause all other Persons who may seek to refrain fromclaim as, directly by, through or indirectly, asserting any claim or demand, or commencing, instituting or causing in relation to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the Company (or any of the Company Related PartiesReleasors or the matters released by the Company Releasors in this Agreement not to) brings sxx any claim, demand, proceeding, action of the Claimant Releasees on the basis of or arbitration against any Parent Related Party related to or in any legal or arbitral proceeding of any kind connection with respect to any Company Released ClaimClaim herein released and discharged, then as provided in this paragraph. Notwithstanding the Company foregoing, nothing contained in this paragraph shall indemnify such Parent Related Party in release or relieve any obligations of Claimant under this Agreement, the amount Debt Purchase Agreement or value of under any final judgment or settlement (monetary or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related Partyother Transaction Document to which it is a party.

Company Release. To the fullest extent permitted by Law, the The Company, for on its own behalf and on behalf of itself, each of its Subsidiaries (as defined below) and Affiliates, and each of its and their respective futureofficers, directors, affiliates, investors and other related Persons (as defined below) (the Company and all of the foregoing Persons referred to above in this Section 1 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges (x) Claimant, (y) Downsview Capital, Inc. (“Downsview”), Cranshire Capital Advisors, LLC (“CCA”) and (z) each of the present and former general or limited partnersdirectors, stockholdersofficers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors and representatives of each of Claimant, Downsview and CCA (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls any of Claimant, Downsview or CCA within the meaning of the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”), and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, representatives, advisors, agents, attorneys, successors advisors and assigns representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Claimant and all such other Persons claiming by referred to above in clauses (y) and (z) in this Section 1 are referred to herein collectively as the “Claimant Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or through each unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which any Company Releasor may now own, hold, have or claim to have against any of the foregoing Claimant Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever which arises from the beginning of the world to the date and time of this Agreement relating to the Company or any of its Subsidiaries (collectively, the “Company Related Parties”), hereby knowingly, voluntarily and irrevocably fully releases and forever discharges Parent, Merger Sub, Sponsor, Sino IC, Lender and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, employees, representatives, advisors, agents, attorneys, successors, assigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Parent Related Parties”) from any and all liabilities, claims, actions, causes of action, obligations, demands, costs, damages, expenses, fees and charges of every kind and any nature whatsoever (collectively, “Claims”), in each case, whether known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, or accrued or unaccrued, in connection with, arising out of or relating to the Merger Agreement, the Financing Agreements or the transactions contemplated by the Merger Agreement or the Financing Agreements, including (i) any Claim that the Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) any acts, omissions, disclosures or communications related to the termination of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement (the claims released pursuant to this Section 3(a), the “Company Released Claims”); provided, that the foregoing shall not release, or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on behalf of itself and each its successors, assigns and other legal representatives and all of the other Company Related PartiesReleasors, hereby irrevocably covenants that it will not (and that it will cause all other Persons who may seek to refrain fromclaim as, directly by, through or indirectly, asserting any claim or demand, or commencing, instituting or causing in relation to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the Company (or any of the Company Related PartiesReleasors or the matters released by the Company Releasors in this Agreement not to) brings xxx any claim, demand, proceeding, action of the Claimant Releasees on the basis of or arbitration against any Parent Related Party related to or in any legal or arbitral proceeding of any kind connection with respect to any Company Released ClaimClaim herein released and discharged, then as provided in this paragraph. Notwithstanding the Company foregoing, nothing contained in this paragraph shall indemnify such Parent Related Party in the amount release or value relieve any obligations of any final judgment or settlement (monetary or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related PartyClaimant under this Agreement.

Company Release. To the fullest extent permitted by Law, the The Company, for on its own behalf and on behalf of itself, each of its Subsidiaries (as defined below) and Affiliates, and each of its and their respective futureofficers, directors, affiliates, investors and other related Persons (as defined below) (the Company and all of the foregoing Persons referred to above in this Section 3 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges (x) Claimant, (y) its general partner and (z) each of the present and former general or limited partnersdirectors, stockholdersofficers, shareholders, members, managers, investment managers (including, without limitation, Cranshire Capital Advisors, LLC and Downsview Capital, Inc.), investment advisers, partners, employees, agents, advisors and representatives of each of Claimant and its general partner (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls any of Claimant or its general partner within the meaning of the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”), and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, representatives, advisors, agents, attorneys, successors advisors and assigns representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Claimant and all such other Persons claiming by referred to above in clauses (y) and (z) in this Section 3 are referred to herein collectively as the “Claimant Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or through each unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which any Company Releasor may now own, hold, have or claim to have against any of the foregoing Claimant Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever which arises from the beginning of the world to the date and time of this Agreement relating to the Company and its Subsidiaries (collectively, the “Company Related Parties”), hereby knowingly, voluntarily and irrevocably fully releases and forever discharges Parent, Merger Sub, Sponsor, Sino IC, Lender and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, employees, representatives, advisors, agents, attorneys, successors, assigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Parent Related Parties”) from any and all liabilities, claims, actions, causes of action, obligations, demands, costs, damages, expenses, fees and charges of every kind and any nature whatsoever (collectively, “Claims”), in each case, whether known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, or accrued or unaccrued, in connection with, arising out of or relating to the Merger Agreement, the Financing Agreements or the transactions contemplated by the Merger Agreement or the Financing Agreements, including (i) any Claim that the Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) any acts, omissions, disclosures or communications related to the termination of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement (the claims released pursuant to this Section 3(a), the “Company Released Claims”); provided, that the foregoing shall not release, or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on behalf of itself and each its successors, assigns and other legal representatives and all of the other Company Related PartiesReleasors, hereby irrevocably covenants that it will not (and that it will cause all other Persons who may seek to refrain fromclaim as, directly by, through or indirectly, asserting any claim or demand, or commencing, instituting or causing in relation to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the Company (or any of the Company Related PartiesReleasors or the matters released by the Company Releasors in this Agreement not to) brings xxx any claim, demand, proceeding, action of the Claimant Releasees on the basis of or arbitration against any Parent Related Party related to or in any legal or arbitral proceeding of any kind connection with respect to any Company Released ClaimClaim herein released and discharged, then as provided in this paragraph. Notwithstanding the Company foregoing, nothing contained in this paragraph shall indemnify such Parent Related Party in the amount release or value relieve any obligations of Claimant under this Agreement. “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any final judgment other entity and a government or settlement (monetary any department or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related Partyagency thereof.

Company Release. To the fullest extent permitted by Law, the Company, for and IASIS Healthcare Corporation (“IASIS”) hereby agrees on behalf of itself, each of itself and its Subsidiaries and Affiliates, and each of its and their respective future, present and former general or limited partners, stockholders, members, managersofficers, directors, employees and agents, and all of its affiliates, and all of their officers, employeesdirectors, representatives, advisors, agents, attorneys, successors employees and assigns and any and all Persons claiming by or through each of the foregoing agents (collectively, the “Company Related IASIS Parties”), in consideration of the execution of the Release by W. Xxxx Xxxxxxx (“Xxxxxxx”) on , 2010 (the “Xxxxxxx Release”) and other good and valuable consideration, the receipt and sufficiency of which is hereby knowinglyirrevocably acknowledged, voluntarily and irrevocably fully releases and forever discharges Parent, Merger Sub, Sponsor, Sino IC, Lender that IASIS and the BankIASIS Parties hereby, each Subsidiary fully and Affiliate completely forever release Xxxxxxx (hereinafter referred to as the “Releasee,” which term includes all of Parenthis successors, Merger Subheirs, Sponsorexecutors, Sino ICadministrators, Lender estate trustees and assigns) from any and all causes of action, suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which IASIS and the IASIS Parties or the Bank and each any of its and their respective futureagents, present and former general or limited partners, stockholders, members, managers, directors, officers, employees, representatives, advisors, agentsassignees, attorneys, successors, assigns assigns, heirs and executors ever had, now have or may have against the Releasee, in law, admiralty or equity, whether known or unknown to IASIS and the IASIS Parties, for, upon, or by reason of, any matter, action, omission, course or thing whatsoever occurring up to the date this Release is signed by IASIS on behalf of itself and the other IASIS Parties, provided that the foregoing shall not include (i) any claims to enforce IASIS’ rights or Xxxxxxx’x obligations under, or with respect to, the Employment Agreement between Xxxxxxx and IASIS dated September 30, 2010 (the “Employment Agreement”), the Xxxxxxx Release or any other agreement between Xxxxxxx and IASIS or the IASIS Parties, or (ii) any and all Persons claiming by or through each of the foregoing (collectively, the “Parent Related Parties”) from any and all liabilities, claimscharges, actions, causes of action, obligations, demands, costsdebts, damagesdues, expensesbonds, fees and charges accounts, covenants, contracts, liabilities, or damages of every kind and any nature whatsoever (collectivelyarising from Xxxxxxx’x willful misconduct. IASIS, “Claims”), in each case, whether known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, or accrued or unaccrued, in connection with, arising out of or relating to the Merger Agreement, the Financing Agreements or the transactions contemplated by the Merger Agreement or the Financing Agreements, including (i) any Claim that the Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) any acts, omissions, disclosures or communications related to the termination of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement (the claims released pursuant to this Section 3(a), the “Company Released Claims”); provided, that the foregoing shall not release, or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on behalf of itself and each of the Company Related IASIS Parties, for whom IASIS hereby irrevocably covenants expressly represents and warrants that IASIS has the full authority to refrain fromact on behalf of and/or legally bind, directly fully understands that this Company Release is a legally binding document and that by signing this Company Release IASIS and the IASIS Parties are prevented from filing, commencing or indirectlymaintaining any action against the Releasee, asserting any claim other than to enforce IASIS’s rights under the Employment Agreement and the Xxxxxxx Release. This Company Release is final and binding and may not be changed or demandmodified, or commencing, instituting or causing to be commenced, any proceeding, action or arbitration except by written agreement by IASIS (on behalf of any kind against any Parent Related Party based upon any Company Released Claim. If itself and the Company (or any of the Company Related IASIS Parties) brings any claim, demand, proceeding, action or arbitration against any Parent Related Party in any legal or arbitral proceeding of any kind with respect to any Company Released Claim, then and the Company shall indemnify such Parent Related Party in the amount or value of any final judgment or settlement (monetary or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related Party.Releasee. IASIS HEALTHCARE CORPORATION By: Name: Title: Dated:

Company Release. To the fullest extent permitted by Law, the The Company, for on its own behalf and on behalf of itself, each of its Subsidiaries (as defined in the Purchase Agreements) and Affiliates, and each of its and their respective futureofficers, directors, affiliates, investors and other related Persons (as defined below) (the Company and all of the foregoing Persons referred to above in this Section 2 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges (v) Cranshire, (w) Cranshire Capital, L.P. (“Cranshire LP”), (x) Downsview Capital, Inc. (“Downsview”), (y) Cranshire Capital Advisors, LLC (“CCA”) and (z) each of the present and former general or limited partnersdirectors, stockholdersofficers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors and representatives of each of Cranshire, Cranshire LP Downsview and CCA (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls any of Cranshire, Cranshire LP, Downsview or CCA within the meaning of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “1934 Act”), and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, representatives, advisors, agents, attorneys, successors advisors and assigns representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Cranshire and all such other Persons claiming by referred to above in clauses (w), (x), (y) and (z) in this Section 2 are referred to herein collectively as the “Cranshire Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or through each unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which any Company Releasor may now own, hold, have or claim to have against any of the foregoing Cranshire Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever which arises from the beginning of the world to the date and time of this Agreement relating to the Company or any of its Subsidiaries (collectively, the “Company Related Parties”), hereby knowingly, voluntarily and irrevocably fully releases and forever discharges Parent, Merger Sub, Sponsor, Sino IC, Lender and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, employees, representatives, advisors, agents, attorneys, successors, assigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Parent Related Parties”) from any and all liabilities, claims, actions, causes of action, obligations, demands, costs, damages, expenses, fees and charges of every kind and any nature whatsoever (collectively, “Claims”), in each case, whether known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, or accrued or unaccrued, in connection with, arising out of or relating to the Merger Agreement, the Financing Agreements or the transactions contemplated by the Merger Agreement or the Financing Agreements, including (i) any Claim that the Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) any acts, omissions, disclosures or communications related to the termination of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement (the claims released pursuant to this Section 3(a), the “Company Released Claims”); provided, that the foregoing shall not release, or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on behalf of itself and each its successors, assigns and other legal representatives and all of the other Company Related PartiesReleasors, hereby irrevocably covenants that it will not (and that it will cause all other Persons who may seek to refrain fromclaim as, directly by, through or indirectly, asserting any claim or demand, or commencing, instituting or causing in relation to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the Company (or any of the Company Related PartiesReleasors or the matters released by the Company Releasors in this Agreement not to) brings xxx any claim, demand, proceeding, action of the Cranshire Releasees on the basis of or arbitration against any Parent Related Party related to or in any legal or arbitral proceeding of any kind connection with respect to any Company Released ClaimClaim herein released and discharged, then as provided in this paragraph. Notwithstanding the Company foregoing, nothing contained in this paragraph shall indemnify such Parent Related Party in release or relieve any obligations of Cranshire under (i) any of the amount Prior Agreements and Instruments (as defined below) or value of (ii) this Agreement. “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any final judgment other entity and a government or settlement (monetary any department or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related Partyagency thereof.

Company Release. To the fullest extent permitted by Law, the The Company, for on its own behalf and on behalf of itself, each of its Subsidiaries (as defined below) and Affiliates, and each of its and their respective futureofficers, directors, affiliates, investors and other related Persons (the Company and all of the foregoing Persons referred to above in this Section 3 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges (x) Claimant, (y) Cranshire Capital, L.P. (“Cranshire LP”), Downsview Capital, Inc. (“Downsview”), Cranshire Capital Advisors, LLC (“CCA”) and (z) each of the present and former general or limited partnersdirectors, stockholdersofficers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors and representatives of each of Claimant, Cranshire LP, Downsview and CCA (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls any of Claimant, Cranshire LP, Downsview or CCA within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the “1934 Act”), and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, representatives, advisors, agents, attorneys, successors advisors and assigns representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Claimant and all such other Persons claiming by referred to above in clauses (y) and (z) in this Section 3 are referred to herein collectively as the “Claimant Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or through each unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which any Company Releasor may now own, hold, have or claim to have against any of the foregoing Claimant Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever which arises from the beginning of the world to the date and time of this Agreement relating to the Company and its Subsidiaries (collectively, the “Company Related Parties”), hereby knowingly, voluntarily and irrevocably fully releases and forever discharges Parent, Merger Sub, Sponsor, Sino IC, Lender and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, employees, representatives, advisors, agents, attorneys, successors, assigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Parent Related Parties”) from any and all liabilities, claims, actions, causes of action, obligations, demands, costs, damages, expenses, fees and charges of every kind and any nature whatsoever (collectively, “Claims”), in each case, whether known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, or accrued or unaccrued, in connection with, arising out of or relating to the Merger Agreement, the Financing Agreements or the transactions contemplated by the Merger Agreement or the Financing Agreements, including (i) any Claim that the Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) any acts, omissions, disclosures or communications related to the termination of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement (the claims released pursuant to this Section 3(a), the “Company Released Claims”); provided, that the foregoing shall not release, or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on behalf of itself and each its successors, assigns and other legal representatives and all of the other Company Related PartiesReleasors, hereby irrevocably covenants that it will not (and that it will cause all other Persons who may seek to refrain fromclaim as, directly by, through or indirectly, asserting any claim or demand, or commencing, instituting or causing in relation to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the Company (or any of the Company Related PartiesReleasors or the matters released by the Company Releasors in this Agreement not to) brings sxx any claim, demand, proceeding, action of the Claimant Releasees on the basis of or arbitration against any Parent Related Party related to or in any legal or arbitral proceeding of any kind connection with respect to any Company Released ClaimClaim herein released and discharged, then as provided in this paragraph. Notwithstanding the Company foregoing, nothing contained in this paragraph shall indemnify such Parent Related Party in the amount release or value relieve any obligations of Claimant under this Agreement or under any final judgment or settlement (monetary or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related Partyother Transaction Document to which it is a party.

Company Release. To the fullest extent permitted by Law, the The Company, for on its own behalf and on behalf of itself, each of its Subsidiaries and Affiliates, and each of its and their respective futureofficers, directors, affiliates, investors and other related Persons (the Company and all of the foregoing Persons are referred to herein as (“Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges each Claimant and each of such Claimant’s present and former general or limited partnersdirectors, stockholdersofficers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors and representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls each Claimant within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the “1934 Act”), and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, representatives, advisors, agents, attorneys, successors advisors and assigns representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (each Claimant and all such other Persons claiming by referred to above are referred to herein collectively as the “Claimant Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or through each unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which any Company Releasor may now own, hold, have or claim to have against any of the foregoing Claimant Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever which arises from the beginning of the world to the date and time of this Agreement relating to the Company and its Subsidiaries (collectively, the “Company Related Parties”), hereby knowingly, voluntarily and irrevocably fully releases and forever discharges Parent, Merger Sub, Sponsor, Sino IC, Lender and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, employees, representatives, advisors, agents, attorneys, successors, assigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Parent Related Parties”) from any and all liabilities, claims, actions, causes of action, obligations, demands, costs, damages, expenses, fees and charges of every kind and any nature whatsoever (collectively, “Claims”), in each case, whether known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, or accrued or unaccrued, in connection with, arising out of or relating to the Merger Agreement, the Financing Agreements or the transactions contemplated by the Merger Agreement or the Financing Agreements, including (i) any Claim that the Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) any acts, omissions, disclosures or communications related to the termination of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement (the claims released pursuant to this Section 3(a), the “Company Released Claims”); provided, that the foregoing shall not release, or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on behalf of itself and each its successors, assigns and other legal representatives and all of the other Company Related PartiesReleasors, hereby irrevocably covenants that it will not (and that it will cause all other Persons who may seek to refrain fromclaim as, directly by, through or indirectly, asserting any claim or demand, or commencing, instituting or causing in relation to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the Company (or any of the Company Related PartiesReleasors or the matters released by the Company Releasors in this Agreement not to) brings xxx any claimof the Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, demandas provided in this paragraph. Notwithstanding the foregoing, proceeding, action nothing contained in this paragraph shall release or arbitration against relieve any Parent Related Party in any legal or arbitral proceeding obligations of any kind with respect Claimant under this Agreement or under any other Transaction Document to any Company Released Claim, then the Company shall indemnify such Parent Related Party in the amount or value of any final judgment or settlement (monetary or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related Partywhich it is a party.

Company Release. To Notwithstanding anything in the fullest extent permitted by LawMerger Agreement or any Ancillary Agreement that may be deemed to the contrary, including, but not limited to, Section 7.5 of the Merger Agreement, effective upon execution and delivery of this Agreement, the Company, for and on behalf of itselfitself and any Person claiming (now or in the future) through or on its behalf, each of including its Subsidiaries parents, subsidiaries and Affiliates, and each of its Affiliates and their respective future, past and present and former general or limited partners, stockholders, members, managersofficers, directors, officersmanaging directors, partners, members and employees, representativesas well as the heirs, advisorsexecutors, agentsadministrators, attorneyspredecessors, successors and assigns assigns, parents, subsidiaries, divisions, Affiliates and attorneys, accountants, investment bankers, financial or investments advisors, commercial bankers, insurers and co-insurers, and other advisors and agents of any and all Persons claiming by or through each of the foregoing them (collectively, the “Company Related Releasing Parties”), hereby knowinglyfully, voluntarily completely, finally and irrevocably fully forever releases and forever discharges Parent, Merger SubSub and their parents, Sponsor, Sino IC, Lender subsidiaries and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its Affiliates and their respective future, past and present and former general or limited partners, stockholders, members, managersofficers, directors, officersmanaging directors, partners, members and employees, representativesas well as the heirs, executors, administrators, predecessors, successors and assigns, parents, subsidiaries, divisions, Affiliates and attorneys, accountants, investment bankers, financial or investments advisors, agentscommercial bankers, attorneysinsurers and co-insurers, successors, assigns and other advisors and agents (including debt and equity financing sources) of any and all Persons claiming by or through each of the foregoing them (collectively, the “Parent Related PartiesKW Released Persons”) ), from any and all liabilitiesclaims, claimsdemands, rights, actions, causes of action, liabilities, damages, losses, obligations, demandsjudgments, duties, suits, costs, damages, expenses, fees expenses and charges of every kind and any nature whatsoever whatever nature, known or unknown (collectivelyincluding Unknown Claims, “Claims”as defined below), in each casewithout regard to the subsequent discovery or existence of different or additional facts, whether known based on federal, state, local, statutory or unknowncommon law or any other law, mature rule or unmaturedregulation, contingent at law or fixed, liquidated or unliquidated, or accrued or unaccrued, in connection withequity, arising out of of, or relating in any way to any of the Merger AgreementMerger, the Financing Agreements or the transactions contemplated by the Merger Agreement or the Financing Ancillary Agreements, including (i) any Claim that the Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) thereby, including any acts, omissions, disclosures or communications related claim relating to the termination of the Merger Agreement, or the Parent Termination Fee set forth in Section 7.6 of the Merger Agreement and including any acts, omissions, negotiations, disclosure or any Financing communications related to the Merger, the Merger Agreement or the negotiation of this Agreement Ancillary Agreements or the transactions contemplated thereby (the claims released pursuant to this Section 3(a), the “Company Released Claims”); providedprovided that, that for the foregoing avoidance of doubt, nothing contained herein shall not release, be deemed to release any party hereto from its obligations under this Agreement or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) to prevent any agreements entered into following party from enforcing their rights under this Agreement or the date hereofConfidentiality Agreement. The CompanyFor the avoidance of doubt, nothing in this Section 4.01 provides for and on behalf of itself and each of the Company Related Parties, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the Company (or a release by any of the Company Related Parties) brings any claim, demand, proceeding, action or arbitration against any Parent Related Party in any legal or arbitral proceeding Releasing Parties of any kind with respect to any Company of the Rollover Released Claim, then the Company shall indemnify such Parent Related Party in the amount or value of any final judgment or settlement Persons (monetary or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related Partyas defined below).

Company Release. To the fullest extent permitted by Law, the The Company, for on its own behalf and on behalf its officers, directors, affiliates, investors and other related Persons (as defined below) (the Company and all of itselfthe foregoing Persons referred to above in this Section 1 are referred to herein as “Company Releasors”), each of hereby irrevocably, fully and unconditionally releases and forever discharges Claimant, its Subsidiaries and Affiliatesgeneral partner, and each of its and their respective future, the present and former general or limited partnersdirectors, stockholdersofficers, shareholders, members, managers, directorsinvestment managers (including, officerswithout limitation, those retained in connection with the transactions contemplated by this Agreement), investment advisers, partners, employees, representatives, advisors, agents, attorneys, successors advisors and assigns and any representatives (Claimant and all such other Persons claiming by referred to above are referred to herein collectively as the “Claimant Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or through each unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which any Company Releasor may now own, hold, have or claim to have against any of the foregoing Claimant Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever which arises from the beginning of the world to the date and time of this Agreement relating to the Company (collectively, the “Company Related Parties”), hereby knowingly, voluntarily and irrevocably fully releases and forever discharges Parent, Merger Sub, Sponsor, Sino IC, Lender and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, employees, representatives, advisors, agents, attorneys, successors, assigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Parent Related Parties”) from any and all liabilities, claims, actions, causes of action, obligations, demands, costs, damages, expenses, fees and charges of every kind and any nature whatsoever (collectively, “Claims”), in each case, whether known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, or accrued or unaccrued, in connection with, arising out of or relating to the Merger Agreement, the Financing Agreements or the transactions contemplated by the Merger Agreement or the Financing Agreements, including (i) any Claim that the Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) any acts, omissions, disclosures or communications related to the termination of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement (the claims released pursuant to this Section 3(a), the “Company Released Claims”); provided, that the foregoing shall not release, or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on behalf of itself and each its successors, assigns and other legal representatives and all of the other Company Related PartiesReleasors, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the Company (or that it will not xxx any of the Claimant Releasees on the basis of or related to or in connection with any Company Related Parties) brings any claimClaim herein released and discharged, demandas provided in this paragraph. Notwithstanding the foregoing, proceeding, action or arbitration against any Parent Related Party nothing contained in this paragraph shall in any legal way release or arbitral proceeding relieve any obligations of Claimant under (i) any kind with respect to of the 2010 Transaction Documents (as defined below) or (ii) this Agreement. “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any Company Released Claim, then the Company shall indemnify such Parent Related Party in the amount other entity and a government or value of any final judgment department or settlement (monetary or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related Partyagency thereof.

Company Release. To the fullest extent permitted by Law, the Company, for and on behalf of itself, each of its Subsidiaries and Affiliates, The Company and each of its the Company Subsidiaries hereby releases and forever discharge the Equityholder Representative and each Equityholder and each of their respective future, present and former general or limited partners, stockholdersaffiliates, members, officers, managers, directors, officers, employees, representatives, advisors, agents, attorneysconsultants, advisors and other representatives (including legal counsel, accountants and financial advisors), and all of the foregoing persons’ respective predecessors, successors and assigns and any and all Persons claiming by or through each of the foregoing (individually, an “Equityholder Releasee” and, collectively, the “Company Related PartiesEquityholder Releasees”), hereby knowingly, voluntarily and irrevocably fully releases and forever discharges Parent, Merger Sub, Sponsor, Sino IC, Lender and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, employees, representatives, advisors, agents, attorneys, successors, assigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Parent Related Parties”) from any and all liabilities, claims, demands, actions, litigations, suits (whether civil, criminal, administrative, investigative or informal), causes of action, costs, obligations, demandsdebts and liabilities, costsboth at law and in equity, damagesof any kind, expensescharacter or nature whatsoever, fees and charges of every kind and any nature whatsoever (collectively, “Claims”), in each casethrough the date hereof, whether known sounding in contract, tort or unknownotherwise, mature whether known, matured, or unmatured, contingent or fixedvested, liquidated of any kind or unliquidatednature, and in each case relating to or accrued or unaccrued, in connection withwith the Contingent Consideration Agreement, arising out of or relating to the Merger Agreement, each of the Financing Agreements Loan Documents, any other documents or the transactions contemplated by the Merger Agreement or the Financing Agreementsagreements executed in connection with such agreements and documents, including (i) any Claim that the Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) any acts, omissions, disclosures or communications related to the termination operations of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement Company (the claims released pursuant to this Section 3(a)collectively, the “Company Released Claims”); provided, ) that the foregoing shall not release, or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on behalf of itself Company and each of the Company Related PartiesSubsidiaries now has, hereby irrevocably covenants had or may have in the future against the respective Equityholder Releasees (the “Company Release”). With respect to refrain fromany and all Company Claims, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the Company (or any and each of the Company Related Parties) brings Subsidiaries stipulates and agrees that it shall be deemed to have expressly waived any claimand all provisions, demand, proceeding, action or arbitration against rights and benefits conferred by any Parent Related Party in any legal or arbitral proceeding law of any kind with respect state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. The foregoing Company Release shall not (a) relieve any Company Released Claim, then the Company shall indemnify such Parent Related Party Equityholder Releasee of its obligations or liabilities pursuant to or expressly reserved in this Agreement or in the amount Warrant, and (b) relieve any Equityholder Releasee of its obligations or value of any final judgment or settlement (monetary or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related Partyliabilities under the Securities Purchase Agreement.

Company Release. To In consideration of the fullest extent permitted by Lawpromises contained herein, the Company, for and on behalf of itselfitself and its direct or indirect predecessors, each successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of its Subsidiaries and Affiliatesassigns, and each of its any firm, trust, corporation, partnership, investment vehicle, fund or other entity managed or controlled by the Company or in which the Company has or had a controlling interest and their the respective futureconsultants, present and former general or limited partnersemployees, legal counsel, officers, directors, managers, shareholders, stockholders, members, managers, directors, officers, employees, representatives, advisors, agents, attorneys, successors and assigns and owners of any and all Persons claiming by or through each of the foregoing (collectively, the “Company Related PartiesReleasors”), hereby knowinglyimmediately remise, voluntarily and irrevocably fully releases release, acquit and forever discharges Parent, Merger Sub, Sponsor, Sino IC, Lender and the Bank, discharge each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, employees, representatives, advisors, agents, attorneys, successors, assigns Holder and any and all Persons claiming of its respective direct or indirect affiliates, parent companies, divisions, subsidiaries, agents, transferees, consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, stakeholders, owners, predecessors, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership investment vehicle, fund or other entity managed or controlled by such Holder or through each of the foregoing in which such Holder has or had a controlling interest, if any (collectively, the “Parent Related PartiesHolder Releasees”) ), of and from any and all liabilitiesfederal, claimsstate, actionslocal, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, obligationscomplaints, demandsactions, costssuits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, expensesorders, fees judgments and charges demands of every kind and any nature whatsoever (collectively, “Claims”)whatsoever, in each caselaw or equity, whether known or unknown, mature of any kind, including, but not limited to, claims or unmaturedother legal forms of action or from any other conduct, contingent act, omission or fixedfailure to act, liquidated or unliquidated, or accrued or unaccrued, in connection with, other than arising out of or relating to the Merger Agreementgross negligence, the Financing Agreements or the transactions contemplated willful and/or malicious misconduct of any Holder Releasee (as determined by the Merger Agreement or the Financing Agreementsa final, including (i) any Claim non-appealable judgment from a court of competent jurisdiction), that the Company is entitled ever had, now have, may have, may claim to any Reverse Termination Feehave, (ii) any actsor may hereafter have or claim to have, omissionsagainst the Holder Releasees, disclosures or communications related from the beginning of time up to and including the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) any acts, omissions, disclosures or communications related to the termination of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement date hereof (the claims released pursuant to this Section 3(a), the “Released Company Released Claims”); provided, that . Nothing in the foregoing release shall not release, or limit the rights or obligations of, release any Parent Related Party under (x) claim to enforce this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on behalf of itself and each of the Company Related Parties, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the Company (or any of the Company Related Parties) brings any claim, demand, proceeding, action or arbitration against any Parent Related Party in any legal or arbitral proceeding of any kind with respect to any Company Released Claim, then the Company shall indemnify such Parent Related Party in the amount or value of any final judgment or settlement (monetary or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related Party.

Company Release. To the fullest extent permitted by Law, the The Company, for on its own behalf and on behalf of itself, each of its Subsidiaries (as defined below) and Affiliates, and each of its and their respective futureofficers, directors, affiliates, investors and other related Persons (as defined below) (the Company and all of the foregoing Persons referred to above in this Section 1 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges Claimant and each of the present and former general or limited partnersdirectors, stockholdersofficers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors and representatives of Claimant(and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls Claimant within the meaning of the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”), and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, representatives, advisors, agents, attorneys, successors advisors and assigns representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Claimant and all such other Persons claiming by referred to above in this Section 1 are referred to herein collectively as the “Claimant Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or through each unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which any Company Releasor may now own, hold, have or claim to have against any of the foregoing Claimant Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever which arises from the beginning of the world to the date and time of this Agreement relating to the Company or any of its Subsidiaries (collectively, the “Company Related Parties”), hereby knowingly, voluntarily and irrevocably fully releases and forever discharges Parent, Merger Sub, Sponsor, Sino IC, Lender and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, employees, representatives, advisors, agents, attorneys, successors, assigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Parent Related Parties”) from any and all liabilities, claims, actions, causes of action, obligations, demands, costs, damages, expenses, fees and charges of every kind and any nature whatsoever (collectively, “Claims”), in each case, whether known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, or accrued or unaccrued, in connection with, arising out of or relating to the Merger Agreement, the Financing Agreements or the transactions contemplated by the Merger Agreement or the Financing Agreements, including (i) any Claim that the Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) any acts, omissions, disclosures or communications related to the termination of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement (the claims released pursuant to this Section 3(a), the “Company Released Claims”); provided, that the foregoing shall not release, or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on behalf of itself and each its successors, assigns and other legal representatives and all of the other Company Related PartiesReleasors, hereby irrevocably covenants that it will not (and that it will cause all other Persons who may seek to refrain fromclaim as, directly by, through or indirectly, asserting any claim or demand, or commencing, instituting or causing in relation to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the Company (or any of the Company Related PartiesReleasors or the matters released by the Company Releasors in this Agreement not to) brings xxx any claim, demand, proceeding, action of the Claimant Releasees on the basis of or arbitration against any Parent Related Party related to or in any legal or arbitral proceeding of any kind connection with respect to any Company Released ClaimClaim herein released and discharged, then as provided in this paragraph. Notwithstanding the Company foregoing, nothing contained in this paragraph shall indemnify such Parent Related Party in the amount release or value relieve any obligations of any final judgment or settlement (monetary or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related PartyClaimant under this Agreement.

Company Release. To Notwithstanding anything in the fullest extent permitted by LawMerger Agreement or any Ancillary Agreement that may be deemed to the contrary, including, but not limited to, Section 10.02 of the Merger Agreement, effective upon execution and delivery of this Agreement, the Company, for and on behalf of itselfitself and any Person claiming (now or in the future) through or on its behalf, each of including its Subsidiaries parents, subsidiaries and Affiliates, and each of its Affiliates and their respective future, past and present and former general or limited partners, stockholders, members, managersofficers, directors, officersmanaging directors, partners, members and employees, representativesas well as the heirs, advisorsexecutors, agentsadministrators, attorneyspredecessors, successors and assigns assigns, parents, subsidiaries, divisions, Affiliates and attorneys, accountants, investment bankers, financial or investments advisors, commercial bankers, insurers and co-insurers, and other advisors and agents of any and all Persons claiming by or through each of the foregoing them (collectively, the “Company Related Releasing Parties”), hereby knowinglyfully, voluntarily completely, finally and irrevocably fully forever releases and forever discharges Parentthe GS Parties and their parents, Merger Sub, Sponsor, Sino IC, Lender subsidiaries and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its Affiliates and their respective future, past and present and former general or limited partners, stockholders, members, managersofficers, directors, officersmanaging directors, partners, members and employees, representativesas well as the heirs, executors, administrators, predecessors, successors and assigns, parents, subsidiaries, divisions, Affiliates and attorneys, accountants, investment bankers, financial or investments advisors, agentscommercial bankers, attorneysinsurers and co-insurers, successors, assigns and other advisors and agents (including debt and equity financing sources) of any and all Persons claiming by or through each of the foregoing them (collectively, the “Parent Related PartiesGS Released Persons”) ), from any and all liabilitiesclaims, claimsdemands, rights, actions, causes of action, liabilities, damages, losses, obligations, demandsjudgments, duties, suits, costs, damages, expenses, fees expenses and charges of every kind and any nature whatsoever whatever nature, known or unknown (collectivelyincluding Unknown Claims, “Claims”as defined below), in each casewithout regard to the subsequent discovery or existence of different or additional facts, whether known based on federal, state, local, statutory or unknowncommon law or any other law, mature rule or unmaturedregulation, contingent at law or fixed, liquidated or unliquidated, or accrued or unaccrued, in connection withequity, arising out of of, or relating in any way to any of the Merger AgreementMerger, the Financing Agreements or the transactions contemplated by the Merger Agreement or the Financing Ancillary Agreements, including (i) any Claim that the Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) thereby, including any acts, omissions, disclosures or communications related claim relating to the termination of the Merger Agreement, or the Parent Termination Fee set forth in Section 11.04(c) of the Merger Agreement and including any acts, omissions, negotiations, disclosure or any Financing communications related to the Merger, the Merger Agreement or the negotiation of this Agreement Ancillary Agreements or the transactions contemplated thereby (the claims released pursuant to this Section 3(a), the “Company Released Claims”); providedprovided that, that for the foregoing avoidance of doubt, nothing contained herein shall not release, be deemed to release any party hereto from its obligations under this Agreement or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) to prevent any agreements entered into following party from enforcing their rights under this Agreement or the date hereof. The Company, for and on behalf of itself and each of the Company Related Parties, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the Company (or any of the Company Related Parties) brings any claim, demand, proceeding, action or arbitration against any Parent Related Party in any legal or arbitral proceeding of any kind with respect to any Company Released Claim, then the Company shall indemnify such Parent Related Party in the amount or value of any final judgment or settlement (monetary or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related PartyConfidentiality Agreement.

Company Release. To (a) Effective as of the fullest extent permitted by LawSeparation Date, the Companyyou hereby, for on your behalf and on behalf of itselfyour affiliates, agents, heirs, executors, administrators, successors, personal representatives and/or assigns (collectively, the “Employee Releasors”), unconditionally, fully, and completely release and forever discharge each of the Company’s and its Subsidiaries and Affiliatessubsidiaries’ respective officers, and each of its and their respective futuredirectors, present and former general or limited partners, stockholdersmanagers, members, managerspartners, directorsshareholders, officerslenders, funding sources, investors, employees, representatives, advisorsvendors, agents, attorneys, accountants, affiliates, predecessors, successors and assigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Company Related Released Parties”), hereby knowingly, voluntarily and irrevocably fully releases and forever discharges Parent, Merger Sub, Sponsor, Sino IC, Lender and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, employees, representatives, advisors, agents, attorneys, successors, assigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Parent Related Parties,”) from any claim and all liabilities, claims, manner of action and actions, including but not limited to claims arising under Title VII, 42 U.S.C. §1981, Title 29 USC §621-634, unemployment, constructive termination and all other causes of action, obligationssuits, demandsdebts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, costs, expenses (including reasonable attorney’s fees), losses, liabilities, judgments, executions, claims, liens, damages, expenseswages, fees and charges demands of every kind and whatever nature, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, accrued or to accrue in the future, for or by reason of any nature whatsoever matter, cause, or thing whatsoever, in law or in equity, under local, state, or federal statutory or common law or administrative regulation (collectively, “Claims”), which any of the Employee Releasors ever had, now has, or hereafter can, shall or may have against any of the Company Released Parties, from the beginning of the world up to and including the Separation Date. Employee Releasors hereby agree that they (or any them) will not commence, prosecute, file, or permit to be commenced, prosecuted or filed in each casetheir name or on their behalf, any lawsuit, claim or action against any of the Company Released Parties based upon or arising out of any act or event which occurred before the Separation Date (whether known or unknown, mature anticipated or unmaturedunanticipated, contingent suspected or fixed, liquidated or unliquidated, or accrued or unaccrued, unsuspected). The release and waiver contained in connection with, arising out of or relating to the Merger Agreement, the Financing Agreements or the transactions contemplated by the Merger Agreement or the Financing Agreements, including (i) any Claim that this Section 8 is a material inducement for the Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) any acts, omissions, disclosures or communications related to the termination of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement (the claims released pursuant to this Section 3(a), the “Company Released Claims”); provided, that the foregoing shall not release, or limit the rights or obligations of, any Parent Related Party under (x) in entering into this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on behalf of itself and each of the Company Related Parties, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the Company (or any of the Company Related Parties) brings any claim, demand, proceeding, action or arbitration against any Parent Related Party in any legal or arbitral proceeding of any kind with respect to any Company Released Claim, then the Company shall indemnify such Parent Related Party in the amount or value of any final judgment or settlement (monetary or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, paid or incurred by such Parent Related Party.