Common use of Company Release Clause in Contracts

Company Release. The Company, on its own behalf and on behalf of its Subsidiaries and its and their respective officers, 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 directors, officers, 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, agents, advisors, consultants 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 (each Buyer and all such other Persons 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 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 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 Claims”). The Company, on behalf of itself and its successors, assigns and other legal representatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) sxx any of the Buyer Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of any Buyer under this Agreement, the Purchase Agreement or under any other Transaction Document to which it is a party.

Company Release. The Company, on its own behalf and on behalf of its Subsidiaries and its and their respective officers, 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”)Persons, hereby irrevocably, fully and unconditionally releases and forever discharges (x) each Buyer Investor and (y) each of the its present and former directors, officers, 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, Investor within the meaning of the 1933 Act or the 1934 Act, Act and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, consultants 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 (each Buyer Investor and all such other Persons referred to above in clause (y) in this Section ‎2 are referred to herein collectively as the “Buyer 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, (collectively, which the “Claims”) which any Company Releasor may now own, hold, have or claim to have against any of the Buyer Investor Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever which arises from related to, based upon, arising out of, or in connection with the beginning of the world to the date and time of this Agreement relating to the Company or any of its Subsidiaries Share Consolidation (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representatives and all of the other Company Releasorsrepresentatives, covenants that it will not (and that it will cause all other Persons who may seek to claim as, by, by or through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) sxx xxx any of the Buyer Investor Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of any Buyer Investor under this Agreement, the Purchase Agreement or under any other Transaction Document to which it is a party.

Company Release. The To the fullest extent permitted by Law, the Company, on its own behalf for and on behalf of itself, each of its Subsidiaries and Affiliates, and each of its and their respective officersfuture, 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 directorsgeneral or limited partners, officers, shareholdersstockholders, 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, shareholdersemployees, 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, investment managersdirectors, investment advisers, partnersofficers, employees, agentsrepresentatives, advisors, consultants and representatives (agents, attorneys, successors, assigns and any other and all Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title claiming by or any other title) of such controlling Persons and through each of their direct and indirect related Persons the foregoing (each Buyer and all such other Persons referred to above in clause (y) in this Section ‎2 are referred to herein collectively as collectively, the “Buyer ReleaseesParent Related Parties”) from any and all liabilities, claims, actions, obligations, causes of action, suitsobligations, lossesdemands, omissionscosts, damages, contingenciesexpenses, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs charges of defense every kind and investigationany nature whatsoever (collectively, “Claims”), expenses and liabilities, of every name and naturein each case, whether known or unknown, absolute or contingent, suspected or unsuspected, matured mature or unmatured, both at law and contingent or fixed, liquidated or unliquidated, or accrued or unaccrued, in equityconnection 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, (collectivelyii) any acts, omissions, disclosures or communications related to the “Claims”Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) which any Company Releasor may now ownacts, holdomissions, have disclosures or claim communications related to have against any the termination of the Buyer Releasees for, upon, Merger Agreement or by reason of any nature, cause, action Financing Agreement or inaction or thing whatsoever which arises from the beginning of the world to the date and time negotiation of this Agreement relating (the claims released pursuant to the Company or any of its Subsidiaries (collectivelythis 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 its successors, assigns and other legal representatives and all each of the other Company ReleasorsRelated Parties, hereby irrevocably covenants that it will not 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 (and that it will cause all other Persons who may seek to claim as, by, through or in relation to any of the Company Releasors Related Parties) brings any claim, demand, proceeding, action or the matters released by 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 Releasors shall indemnify such Parent Related Party in this Agreement not to) sxx any of the Buyer Releasees on the basis of amount or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations value of any Buyer under this Agreementfinal judgment or settlement (monetary or other) and any related cost (including reasonable attorney’s fees and expenses) entered against, the Purchase Agreement paid or under any other Transaction Document to which it is a partyincurred by such Parent Related Party.

Company Release. The Company, on its own behalf and on behalf of its Subsidiaries and its and their respective officers, 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 1 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 directorsClaimant, officers, 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 Actits general partner, and each of the present and former directors, officers, shareholders, members, managers, investment managersmanagers (including, without limitation, those retained in connection with the transactions contemplated by this Agreement), investment advisers, partners, employees, agents, advisors, consultants 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 (each Buyer Claimant and all such other Persons referred to above in clause (y) in this Section ‎2 are referred to herein collectively as the “Buyer 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 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 Buyer 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 Claims”). The Company, on behalf of itself and its successors, assigns and other legal representatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim as, by, through or in relation to xxx any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) sxx any of the Buyer Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall in any way release or relieve any obligations of Claimant under (i) any Buyer under of the 2010 Transaction Documents (as defined below) or (ii) this Agreement. “Person” means an individual, the Purchase Agreement or under a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other Transaction Document to which it is entity and a partygovernment or any department or agency thereof.

Company Release. The CompanyCompany and each of the Company Subsidiaries hereby releases and forever discharge the Equityholder Representative and each Equityholder and each of their affiliates, on its own behalf and on behalf of its Subsidiaries and its and their respective members, officers, directorsmanagers, affiliatesemployees, investors agents, consultants, advisors and other related Persons representatives (the Company including legal counsel, accountants and financial advisors), and all of the foregoing Persons referred to above in this Section ‎2 are referred to herein as persons’ respective predecessors, successors and assigns (individually, an “Company ReleasorsEquityholder Releasee” and, collectively, the “Equityholder Releasees”), hereby irrevocably, fully from any and unconditionally releases and forever discharges (x) each Buyer and (y) each of the present and former directors, officers, 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, agents, advisors, consultants 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 (each Buyer and all such other Persons referred to above in clause (y) in this Section ‎2 are referred to herein collectively as the “Buyer Releasees”) from all claims, demands, actions, obligationslitigations, suits (whether civil, criminal, administrative, investigative or informal), 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)obligations, expenses debts 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, (collectivelyof any kind, character or nature whatsoever, through the “Claims”) which any Company Releasor may now owndate hereof, holdwhether sounding in contract, have tort or claim to have against any of the Buyer Releasees forotherwise, uponwhether known, matured, or by reason unmatured, contingent or vested, of any kind or nature, cause, action or inaction or thing whatsoever which arises from the beginning of the world to the date and time of this Agreement in each case relating to the Company or any of its Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) sxx any of the Buyer Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of any Buyer under this Contingent Consideration Agreement, the Purchase Merger Agreement, each of the Loan Documents, any other documents or agreements executed in connection with such agreements and documents, the transactions contemplated thereby and the operations of the Company (collectively, “Company Claims”) that the Company and each of the Company Subsidiaries now has, had or may have in the future against the respective Equityholder Releasees (the “Company Release”). With respect to any and all Company Claims, the Company and each of the Company Subsidiaries stipulates and agrees that it shall be deemed to have expressly waived any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to 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 Equityholder Releasee of its obligations or liabilities pursuant to or expressly reserved in this Agreement or in the Warrant, and (b) relieve any Equityholder Releasee of its obligations or liabilities under any other Transaction Document to which it is a partythe Securities Purchase Agreement.

Company Release. The Company, on its own behalf and on behalf of its Subsidiaries and its and their respective officers, directors, affiliates, investors and other related Persons (the Company and all In consideration 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 directors, officers, 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, agents, advisors, consultants 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 (each Buyer and all such other Persons 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 unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectivelypromises contained herein, the “Claims”) which any Company Releasor may now own, hold, have or claim to have against any of the 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 Claims”). The Company, on behalf of itself and its direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and 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 the respective consultants, employees, legal representatives counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, the “Company Releasors”), hereby immediately remise, release, acquit and forever discharge each Holder and any and all of the 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 Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim as, by, through entity managed or controlled by such Holder or in relation which such Holder has or had a controlling interest, if any (collectively, the “Holder Releasees”), of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments and demands of any nature whatsoever, in law or equity, known or unknown, of any kind, including, but not limited to, claims or other legal forms of action or from any other conduct, act, omission or failure to any act, other than arising out of the Company Releasors or the matters released gross negligence, willful and/or malicious misconduct of any Holder Releasee (as determined by a final, non-appealable judgment from a court of competent jurisdiction), that the Company Releasors ever had, now have, may have, may claim to have, or may hereafter have or claim to have, against the Holder Releasees, from the beginning of time up to and including the date hereof (the “Released Company Claims”). Nothing in this Agreement not to) sxx any of the Buyer Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph foregoing release shall release or relieve any obligations of any Buyer under claim to enforce this Agreement, the Purchase Agreement or under any other Transaction Document to which it is a party.

Company Release. The As of the Effective Date, the Company, on its own behalf and on behalf of its Subsidiaries (i) itself and its current and their respective officersformer principals, members, shareholders, 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 directorsmanagers, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, representatives, partners, joint venturers, consultants, beneficiaries, heirs, assigns, executors, administrators, trustees, attorneys and advisors, consultants and representatives (ii) each of each Buyertheir respective predecessors, (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 Personsuccessors, if anyparents, who controls each Buyersubsidiaries, within the meaning of the 1933 Act or the 1934 Actaffiliates, and each of the present their respective current and former directorsprincipals, officersmembers, shareholders, membersdirectors, managers, investment managers, investment advisers, partnersofficers, employees, agents, representatives, partners, joint venturers, consultants, beneficiaries, heirs, assigns, executors, administrators, trustees, attorneys and advisors (the “Company Releasing Parties” and together with the Holders Releasing Parties, the “Released Parties”), fully and irrevocably releases, settles, acquits and forever discharges (i) each of the Holders and their respective current and former principals, members, shareholders, directors, managers, officers, employees, agents, representatives, partners, joint venturers, consultants, beneficiaries, heirs, assigns, executors, administrators, trustees, attorneys and advisors, consultants and representatives (ii) each of their respective predecessors, successors, parents, subsidiaries, affiliates 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 divisions, and each of their direct respective current and indirect related Persons former principals, members, shareholders, directors, managers, officers, employees, agents, representatives, partners, joint venturers, consultants, beneficiaries, heirs, assigns, executors, administrators, trustees, attorneys and advisors (each Buyer collectively, the “Holders Released Parties”, and together with the Company Released Parties, the “Released Parties”) to the fullest extent permitted by applicable law from any and all such other Persons referred to above in clause (y) in this Section ‎2 are referred to herein collectively as the “Buyer Releasees”) from all past, present or future claims, actionscounterclaims, obligationscomplaints, causes of action, suits, losseslosses of every kind, omissionsdemands, damages, contingencies, judgments, fines, penalties, charges, costs debts or expenses (including, without limitationbut not limited to, court costs, reasonable attorneys’ fees and costs of defense and investigationactually incurred), expenses and liabilitiesliens, contractual obligations, undertakings, warranties, liabilities or damages of every name and whatever nature, at law, in equity, or otherwise, whether known or unknown, absolute or contingent, suspected or unsuspected, matured asserted or unmaturedunasserted, both at law and in equitywhether for equitable, (collectivelydeclaratory, monetary, injunctive or any other type of relief whatsoever that the “Claims”) which any Company Releasor Releasing Parties have, had or may now own, hold, have or claim to have against any the Holders Released Parties, arising out of or relating to receipt of a number of shares of Common Stock issuable upon exercise of the Buyer Releasees for, upon, Warrants pursuant to Sections 2.3 and 3.8 thereof on or by reason of any nature, cause, action or inaction or thing whatsoever which arises from after the beginning time of the world to Reverse Stock Split in excess of four (4) times the number of shares of Common Stock that was initially issuable upon exercise of the Warrants as of the date and time of this Agreement relating to the Company or any of its Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representatives and all of the other Company Releasors, covenants their issuance; provided that it will not (and that it will cause all other Persons who may seek to claim as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors nothing in this Agreement not toSection 2(b) sxx releases any of the Buyer Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing Holder from its obligations contained in this paragraph shall release or relieve any obligations of any Buyer under this Agreement, the Purchase Agreement or under any other Transaction Document to which it is a partythe Registration Rights Agreements.

Company Release. The Company, on its own behalf and on behalf of its Subsidiaries (as defined below) and its and their respective officers, directors, affiliates, investors and other related Persons (the Company and all of the foregoing Persons referred to above in this Section ‎2 3 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges (x) each Buyer Claimant and (y) each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, consultants and representatives of each BuyerClaimant, (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 BuyerClaimant, 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, agents, advisors, consultants 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 (each Buyer Claimant and all such other Persons referred to above in clause (y) in this Section ‎2 3 are referred to herein collectively as the “Buyer 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 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 Buyer 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 and its Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) sxx any of the Buyer Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of any Buyer Claimant under this Agreement, the Debt Purchase Agreement or under any other Transaction Document to which it is a party.

Company Release. The Company, on its own behalf and Each of the Credit Parties (on behalf of its Subsidiaries itself and its Affiliates) for itself and their respective for its successors in title and assignees and for its past, present and future employees, agents, representatives (other than legal representatives), officers, directors, shareholders, and trustees (each, a “Company Releasing Party” and collectively, the “Company Releasing Parties”), does hereby remise, release and discharge, and shall be deemed to have forever remised, released and discharged, 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, partners, general partners, limited partners, managing directors, managers, members, affiliates, 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, affiliates, investors shareholders, trustees, managers, agents, employees, consultants, experts, advisors, attorneys and other related Persons professionals would be liable if such persons or entities were found to be liable to any Company Releasing Party or any of them (collectively, hereinafter the Company and all of the foregoing Persons referred to above in this Section ‎2 are referred to herein as “Company ReleasorsLender Releasees”), hereby irrevocably, fully and unconditionally releases and forever discharges (x) each Buyer and (y) each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, consultants and representatives of each Buyer, (and from 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, agents, advisors, consultants 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 (each Buyer and all such other Persons referred to above in clause (y) in this Section ‎2 are referred to herein collectively as the “Buyer Releasees”) from all claims, manner of action and actions, obligations, cause and causes of action, claims, charges, demands, counterclaims, crossclaims, suits, lossesdebts, omissionsdues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, rights of setoff and recoupment, controversies, damages, contingencies, judgments, finesexpenses, executions, liens, claims of liens, claims of costs, penalties, chargesattorneys’ fees, costs 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, court 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, reasonable attorneys’ 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 costs of defense and investigation), expenses and liabilitiesincidental, of every name consequential and naturepunitive damages payable to third parties, (vii) damages to business reputation, or (viii) any claims arising under 11 U.S.C. §§ 541-550 or any claims for avoidance or recovery under any other federal, state or foreign law equivalent), whether known or unknown, absolute fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, matured now existing, heretofore existing or unmaturedwhich may heretofore accrue against any of the Lender Releasees, both and which are, in each case, based on any act, fact, event or omission or other matter, cause or thing occurring at law any time prior to or on the date hereof in any way, directly or indirectly arising out of, connected with or relating to the Loan Agreement or any other Loan Document and in equitythe 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 “Claims”) which any Company Releasor may now own, hold, have or claim to have against any of the 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 Lender Claims”). The CompanyAfter having been advised by their legal counsel with respect thereto, on each of the Company Releasing Parties further stipulates and agrees with respect to all Lender Claims, that it hereby waives, to the 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 principle of common law, that would otherwise limit a release or discharge of any unknown Lender Claims pursuant to this Section 6, including without limitation Cal. Civ. Code § 1542, which provides: Each of the Credit Parties, On behalf of itself and its successors, assigns assigns, and other legal representatives representatives, hereby absolutely, unconditionally and all of the other Company Releasorsirrevocably, covenants and agrees with and in favor of each Lender Releasee that it will not (not, and that it will cause all other Persons who may seek to claim as, by, through or in relation to not allow any of the Company Releasors its Affiliates to, sxx (at law, in equity, in any regulatory proceeding or the matters released by the Company Releasors in this Agreement not tootherwise) sxx any of the Buyer Releasees Lender Releasee on the basis of any Lender Claim released, remised and discharged by the Borrowers, any other Credit Party or related any of their respecting Affiliates pursuant to this Section 6. If any Credit Party or in connection with any Company Claim herein released and dischargedof its successors, as provided in this paragraph. Notwithstanding assigns or other legal representatives, or any of their respective Affiliates, violates the foregoing, nothing contained in this paragraph shall release or relieve any obligations of any Buyer under this Agreementforegoing covenant, the Purchase Agreement or under Borrowers and other Credit Parties, each for itself and its successors, assigns and legal representatives, agree to pay, in addition to such other damages as any other Transaction Document to which it is Lender Releasee may sustain as a partyresult of such violation, all attorneys’ fees and costs incurred by any Lender Releasee as a result of such violation.

Company Release. The Company, on its own behalf and on behalf of its Subsidiaries (as defined below) and its and their respective officers, 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 1 are referred to herein as “"Company Releasors”"), hereby irrevocably, fully and unconditionally releases and forever discharges (x) each Buyer the Warberg Entities and (y) each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, consultants advisors and representatives of each Buyer, 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 each Buyer, the Warberg Entities within the meaning of the Securities Act of 1933, as amended (the "1933 Act 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, agents, advisors, consultants 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 (each Buyer the Warberg Entities and all such other Persons referred to above in clause (y) in this Section ‎2 1 are referred to herein collectively as the “Buyer "Warberg 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, (collectively, the “"Claims”") which any Company Releasor may now own, hold, have or claim to have against any of the Buyer Warberg 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 Claims”"). The Company, on behalf of itself and its successors, assigns and other legal representatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) sxx xxx any of the Buyer Warberg Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of any Buyer the Warberg Entities under this Agreement, the Purchase Agreement or under any other Transaction Document to which it is a party.

Company Release. The Company, on its own behalf and on behalf of its Subsidiaries (as defined below) and its and their respective officers, 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 1 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges (x) each Buyer Claimant, (y) Oakmont Investments LLC (“Oakmont”) and (yz) each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, consultants advisors and representatives of each Buyer, 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 each Buyer, any of Claimant or Oakmont within the meaning of the Securities Act of 1933, as amended (the “1933 Act 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, agents, advisors, consultants 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 (each Buyer Claimant and all such other Persons referred to above in clause clauses (y) and (z) in this Section ‎2 1 are referred to herein collectively as the “Buyer 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 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 Buyer 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 Claims”). The Company, on behalf of itself and its successors, assigns and other legal representatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) sxx xxx any of the Buyer Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of any Buyer Claimant under this Agreement, the Purchase Agreement or under any other Transaction Document to which it is a party.

Company Release. The CompanyNotwithstanding anything in the Merger Agreement or any Ancillary Agreement that may be deemed to the contrary, on its own behalf and on behalf of its Subsidiaries and its and their respective officersincluding, directorsbut not limited to, affiliates, investors and other related Persons (the Company and all Section 10.02 of the foregoing Persons referred to above in Merger Agreement, effective upon execution and delivery of 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 directors, officers, 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, agents, advisors, consultants 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 (each Buyer and all such other Persons 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 unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectivelyAgreement, the “Claims”) which any Company Releasor may now own, hold, have or claim to have against any of the 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 Claims”). The Company, on behalf of itself and any Person claiming (now or in the future) through or on its successorsbehalf, assigns including its parents, subsidiaries and Affiliates and their respective past and present officers, directors, managing directors, partners, members and employees, as well as the heirs, executors, administrators, predecessors, successors and assigns, parents, subsidiaries, divisions, Affiliates and attorneys, accountants, investment bankers, financial or investments advisors, commercial bankers, insurers and co-insurers, and other legal representatives advisors and agents of any of them (collectively, the “Company Releasing Parties”), hereby fully, completely, finally and forever releases and discharges the GS Parties and their parents, subsidiaries and Affiliates and their respective past and present officers, directors, managing directors, partners, members and employees, as well as the heirs, executors, administrators, predecessors, successors and 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 (including debt and equity financing sources) of any of them (collectively, the “GS Released Persons”), from any and all claims, demands, rights, actions, causes of action, liabilities, damages, losses, obligations, judgments, duties, suits, costs, expenses and charges of whatever nature, known or unknown (including Unknown Claims, as defined below), without regard to the subsequent discovery or existence of different or additional facts, whether based on federal, state, local, statutory or common law or any other Company Releasorslaw, covenants that it will not (and that it will cause all other Persons who may seek to claim asrule or regulation, by, through at law or in relation equity, arising out of, or relating in any way to any of the Company Releasors Merger, the Merger Agreement or the matters released by Ancillary Agreements, or the Company Releasors in this Agreement not to) sxx transactions contemplated thereby, including any claim relating to the termination of the Buyer Releasees on Merger Agreement, or the basis Parent Termination Fee set forth in Section 11.04(c) of the Merger Agreement and including any acts, omissions, negotiations, disclosure or communications related to the Merger, the Merger Agreement or in connection with any the Ancillary Agreements or the transactions contemplated thereby (the “Company Claim herein released and dischargedReleased Claims”); provided that, as provided in this paragraph. Notwithstanding for the foregoingavoidance of doubt, nothing contained in this paragraph herein shall be deemed to release or relieve any party hereto from its obligations of any Buyer under this Agreement, the Purchase Agreement or the Confidentiality Agreement or to prevent any party from enforcing their rights under any other Transaction Document to which it is a partythis Agreement or the Confidentiality Agreement.

Company Release. The Company, on its own behalf and on behalf of its Subsidiaries (as defined below) and its and their respective officers, 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 1 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges (x) each Buyer Claimant, (y) Downsview Capital, Inc. (“Downsview”), Cranshire Capital Advisors, LLC (“CCA”) and (yz) each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, consultants advisors and representatives of each Buyerof 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 each Buyerany of Claimant, Downsview or CCA within the meaning of the Securities Act of 1933, as amended (the “1933 Act 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, agents, advisors, consultants 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 (each Buyer Claimant and all such other Persons referred to above in clause clauses (y) and (z) in this Section ‎2 1 are referred to herein collectively as the “Buyer 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 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 Buyer 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 Claims”). The Company, on behalf of itself and its successors, assigns and other legal representatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) sxx xxx any of the Buyer Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of any Buyer Claimant under this Agreement, the Purchase Agreement or under any other Transaction Document to which it is a party.

Company Release. The Company, on its own behalf and on behalf of its Subsidiaries and its and their respective officers, directors, affiliates, investors and other related Persons (the Company and all In consideration 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 directors, officers, 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, agents, advisors, consultants 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 (each Buyer and all such other Persons 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 unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectivelypromises contained herein, the “Claims”) which any Company Releasor may now own, hold, have or claim to have against any of the 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 Claims”). The Company, on behalf of itself and its direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and 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 the respective consultants, employees, legal representatives counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, the “Company Releasors”), hereby immediately remise, release, acquit and forever discharge each Holder and any and all of the 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 Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim as, by, through entity managed or controlled by such Holder or in relation which such Holder has or had a controlling interest, if any (collectively, the “Holder Releasees”), of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments and demands of any nature whatsoever, in law or equity, known or unknown, of any kind, including, but not limited to, claims or other legal forms of action or from any other conduct, act, omission or failure to any act, other than arising out of the Company Releasors or the matters released gross negligence, willful and/or malicious misconduct of any Holder Releasee (as determined by a final, non-appealable judgment from a court of competent jurisdiction), that the Company Releasors in this Agreement not toever had, now have, may have, may claim to have, or may hereafter have or claim to have, against the Holder Releasees, from the beginning of time up to and including the date hereof (the “Released Company Claims”) sxx any of the Buyer Releasees on the basis of that arise solely from or are related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of any Buyer under this Agreement, the Purchase Agreement or under Agreement, the Notes, and the Warrant and the transactions contemplated thereby. Nothing in the foregoing release shall release any other Transaction Document claim to which it is a partyenforce this Agreement.

Company Release. The Company, on its own behalf and on behalf of its Subsidiaries and its and their respective officers, 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 Claimant and (y) each of the such Claimant’s present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, consultants advisors 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, 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, agents, advisors, consultants 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 (each Buyer Claimant and all such other Persons referred to above in clause (y) in this Section ‎2 are referred to herein collectively as the “Buyer 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 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 Buyer 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 and its Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) sxx xxx any of the Buyer Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of any Buyer Claimant under this Agreement, the Purchase Agreement or under any other Transaction Document to which it is a party.

Company Release. The Company, on its own behalf and on behalf of its Subsidiaries (as defined in the Purchase Agreements) and its and their respective officers, 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 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) each Buyer Downsview Capital, Inc. (“Downsview”), (y) Cranshire Capital Advisors, LLC (“CCA”) and (yz) each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, consultants advisors and representatives of each Buyerof 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 each Buyerany of Cranshire, Cranshire LP, Downsview or CCA within the meaning of the 1933 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, agents, advisors, consultants 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 (each Buyer Cranshire and all such other Persons referred to above in clause clauses (w), (x), (y) and (z) in this Section ‎2 2 are referred to herein collectively as the “Buyer 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 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 Buyer 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 Claims”). The Company, on behalf of itself and its successors, assigns and other legal representatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) sxx xxx any of the Buyer Cranshire Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of Cranshire under (i) any Buyer under of the Prior Agreements and Instruments (as defined below) or (ii) this Agreement. “Person” means an individual, the Purchase Agreement or under a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other Transaction Document to which it is entity and a partygovernment or any department or agency thereof.

Company Release. The Company, on its own behalf and on behalf of its Subsidiaries and its and their respective officers, directors, affiliates, investors officers and other related Persons directors (the Company and all of the foregoing Persons referred to above in this Section ‎2 1 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges (x) each Buyer of the Claimants and (y) each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, consultants advisors and representatives of each Buyer, 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 each Buyer, any Claimant within the meaning of the 1933 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, agents, advisors, consultants 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 (each Buyer Claimant and all such other Persons referred to above in clause (y) in this Section ‎2 1 are referred to herein collectively as the “Buyer 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 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 Buyer 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 Company, CRG or any of its their respective Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) sxx any of the Buyer Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of any Buyer Claimant under this Agreement. “Person” means an individual, the Purchase Agreement or under a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other Transaction Document to which it is entity and a partygovernment or any department or agency thereof.

Company Release. The Company, on its own behalf and on behalf of its Subsidiaries (as defined below) and its and their respective officers, 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 1 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges (x) each Buyer Claimant and (y) each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, consultants advisors and representatives of each Buyer, (and 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 each Buyer, Claimant within the meaning of the Securities Act of 1933, as amended (the “1933 Act 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, agents, advisors, consultants 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 (each Buyer Claimant and all such other Persons referred to above in clause (y) in this Section ‎2 1 are referred to herein collectively as the “Buyer 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 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 Buyer 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 Claims”). The Company, on behalf of itself and its successors, assigns and other legal representatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) sxx xxx any of the Buyer Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of any Buyer Claimant under this Agreement, the Purchase Agreement or under any other Transaction Document to which it is a party.

Company Release. The CompanyNotwithstanding anything in the Merger Agreement or any Ancillary Agreement that may be deemed to the contrary, on its own behalf and on behalf of its Subsidiaries and its and their respective officersincluding, directorsbut not limited to, affiliates, investors and other related Persons (the Company and all Section 7.5 of the foregoing Persons referred to above in Merger Agreement, effective upon execution and delivery of 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 directors, officers, 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, agents, advisors, consultants 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 (each Buyer and all such other Persons 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 unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectivelyAgreement, the “Claims”) which any Company Releasor may now own, hold, have or claim to have against any of the 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 Claims”). The Company, on behalf of itself and any Person claiming (now or in the future) through or on its successorsbehalf, assigns including its parents, subsidiaries and Affiliates and their respective past and present officers, directors, managing directors, partners, members and employees, as well as the heirs, executors, administrators, predecessors, successors and assigns, parents, subsidiaries, divisions, Affiliates and attorneys, accountants, investment bankers, financial or investments advisors, commercial bankers, insurers and co-insurers, and other legal representatives advisors and agents of any of them (collectively, the “Company Releasing Parties”), hereby fully, completely, finally and forever releases and discharges Parent, Merger Sub and their parents, subsidiaries and Affiliates and their respective past and present officers, directors, managing directors, partners, members and employees, as well as the heirs, executors, administrators, predecessors, successors and 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 (including debt and equity financing sources) of any of them (collectively, the “KW Released Persons”), from any and all claims, demands, rights, actions, causes of action, liabilities, damages, losses, obligations, judgments, duties, suits, costs, expenses and charges of whatever nature, known or unknown (including Unknown Claims, as defined below), without regard to the subsequent discovery or existence of different or additional facts, whether based on federal, state, local, statutory or common law or any other Company Releasorslaw, covenants that it will not (and that it will cause all other Persons who may seek to claim asrule or regulation, by, through at law or in relation equity, arising out of, or relating in any way to any of the Company Releasors Merger, the Merger Agreement or the matters released by Ancillary Agreements, or the transactions contemplated thereby, including any 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 communications related to the Merger, the Merger Agreement or the Ancillary Agreements or the transactions contemplated thereby (the “Company Releasors Released Claims”); provided that, for the avoidance of doubt, nothing contained herein shall be deemed to release any party hereto from its obligations under this Agreement or the Confidentiality Agreement or to prevent any party from enforcing their rights under this Agreement or the Confidentiality Agreement. For the avoidance of doubt, nothing in this Agreement not to) sxx Section 4.01 provides for a release by any of the Buyer Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations Releasing Parties of any Buyer under this Agreement, of the Purchase Agreement or under any other Transaction Document to which it is a partyRollover Released Persons (as defined below).

Company Release. The Except for the obligations of the Concerned Shareholders pursuant to this Agreement, the Company Released Parties and the Company, on for itself and for (a) its own behalf subsidiaries, related and on behalf of affiliated companies, (b) its Subsidiaries predecessors, successors and assigns and (c) its current and past officers and directors, including but not limited to the Current Company Directors, agents and employees, and, in each case hereby fully, forever, irrevocably and unconditionally remise and release the Concerned Shareholders and their respective officers, 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 directors, officers, shareholders, family members, managerspredecessors, investment managers, investment advisers, partners, employeesheirs, agents, advisorspersonal representatives, consultants successors and representatives of each Buyer, assigns and the other Concerned Shareholders’ Nominees (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, agents, advisors, consultants 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 (each Buyer and all such other Persons collectively referred to above in clause (y) in this Section ‎2 are referred to herein collectively hereinafter jointly and severally as the “Buyer ReleaseesConcerned Shareholders’ Released Parties”) of and from any and all claims, actions, obligationscomplaints, causes of action, suits, losses, omissions, damages, contingenciescosts, judgments, fines, penaltiesattorneys’ fees, charges, costs (includingliabilities and obligations of any kind, without limitationnature or description whatsoever, court costswhich any of them ever had, reasonable attorneysnow have or hereafter can, shall or may have, against the Concerned Shareholders’ fees and costs of defense and investigation), expenses and liabilities, of every name and natureReleased Parties, whether now known or unknown, absolute in law or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, in contract or in tort, pursuant to statute or otherwise, and whether asserted or unasserted and liquidated or unliquidated, arising out of, based upon or related to: (collectivelyi) any and all press releases, website releases, public statements or other solicitations or communications made by the Concerned Shareholders’ Released Parties between October 9, 2014 and the present; (ii) any actions of the Concerned Shareholders’ Released Parties relating to the Solicitation, the “Claims”Potential Proxy Contest or the Section 220 Demand; and (iii) which any Company Releasor may now own, hold, have other action taken or claim to have against any of not taken by the Buyer Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever which arises Concerned Shareholders’ Released Parties occurring from the beginning of the world time to the date and time of this Agreement relating to the Company or any of its Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) sxx any of the Buyer Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of any Buyer under this Agreement, the Purchase Agreement or under any other Transaction Document to which it is a partypresent.

Company Release. The Company, on its own behalf and on behalf of its Subsidiaries (as defined below) and its and their respective officers, directors, affiliates, investors and other related Persons (the Company and all of the foregoing Persons referred to above in this Section ‎2 3 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges (x) each Buyer Claimant, (y) Cranshire Capital, L.P. (“Cranshire LP”), Downsview Capital, Inc. (“Downsview”), Cranshire Capital Advisors, LLC (“CCA”) and (yz) each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, consultants advisors and representatives of each Buyerof 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 each Buyerany 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, agents, advisors, consultants 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 (each Buyer Claimant and all such other Persons referred to above in clause clauses (y) and (z) in this Section ‎2 3 are referred to herein collectively as the “Buyer 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 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 Buyer 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 and its Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) sxx any of the Buyer Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of any Buyer Claimant under this Agreement, the Purchase Agreement or under any other Transaction Document to which it is a party.

Company Release. The Except with respect to the Non-Released Claims (as defined below), the Company, on its own behalf and on behalf of its Subsidiaries Affiliates prior to the date hereof and each of its and their respective representatives, agents, successors, assigns, officers, directors, affiliatesshareholders, investors members, partners, employees, attorneys, principals and other related Persons each of them (collectively, the "Company Releasing Parties"), does hereby consent to the execution, delivery and all performance of this Agreement and the consummation of the foregoing Persons referred to above in this Section ‎2 are referred to herein as “Company Releasors”), transactions contemplated hereby irrevocably, fully and unconditionally releases by the Securities Purchase Agreement and does hereby release absolutely and forever discharges (x) each Buyer compromise, settle and (y) discharge each of the present Stockholders, the Purchaser, and former directorseach of their respective Affiliates, subsidiaries, representatives, agents, successors, assigns, officers, directors, shareholders, members, managers, investment managers, investment advisersprincipals, partners, employees, agentsattorneys and principals, advisors, consultants past 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 directorstheir respective heirs, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, consultants successors 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 (each Buyer and all such other Persons 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 unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, assigns (collectively, the “Claims”) "Company Released Parties"), from any and all Actions which any the Company Releasor Releasing Parties have, or ever had, owned or held, or hereafter can, shall or may now own, hold, have or claim to have against any of the Buyer Releasees forCompany Released Parties arising out of, uponrelating to, in connection with, caused by, or by reason virtue of, any events, facts or circumstances through the date hereof, whether pursuant to the Terminated Contracts, as a holder of any nature, cause, action debt or inaction or thing whatsoever which arises from the beginning equity of the world to Company, in connection with the date and time of this Agreement relating to transactions contemplated hereby or by the Company other Documents, in connection with any prior transactions or any of its Subsidiaries (collectively, the “Company Claims”)otherwise. The Company, on its behalf and on behalf of each Company Releasing Party, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims (that do not constitute Non-Released Claims) and acknowledges that it understands the significance of this release of unknown claims and waiver of statutory protection against a release of unknown claims. The Company understands and acknowledges (for itself and its successorsall the Company Releasing Parties) that it may discover facts different from, assigns or in addition to, those which it knows or believes to be true with respect to the claims released herein, and other legal representatives agrees that this release shall be and remain effective in all respects notwithstanding any subsequent discovery of different and/or additional facts. Should any Company Releasing Parties discover that any fact relied upon in entering into this release was untrue, or that any fact was concealed, or that an understanding of the facts or law was incorrect, no Company Releasing Parties shall be entitled to any relief as a result thereof, and the Company surrenders (for itself and all the Company Releasing Parties) any rights it might have to rescind this release on any ground. This release is intended to be and is final and binding regardless of any claim of misrepresentation, promise made with the intention of performing, concealment of fact, mistake of law or fact, or any other circumstances whatsoever. The Company, on its behalf and on behalf of each other Company ReleasorsReleasing Party, covenants hereby warrants and represents that it will there has been no assignment, conveyance, encumbrance, hypothecation, pledge or other transfer of any interest or any matter covered by this release. If, for any reason, any court of competent jurisdiction shall hold by final non-appealable order that any Action purported to be released hereby is not so released, then this release shall nonetheless be and remain effective with respect to each and every other Action released hereby. The Company, on its behalf and on behalf of each Company Releasing Party, acknowledges and agrees that this waiver is an essential and material term of this Agreement. Notwithstanding anything contained herein or elsewhere to the contrary, neither the Company nor any Company Releasing Party is releasing any Company Released Party from or against (and that it will cause all i) any Losses or other Persons who may seek to claim as, by, through Actions arising out or in relation relating to any of events, facts or circumstances for which the Company Releasors Stockholders have agreed to indemnify the Purchaser pursuant to Section 9 below or the matters released (ii) any breaches by the Company Releasors in this Purchaser under the Securities Purchase Agreement not to) sxx any of (collectively, the Buyer Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph"Non-Released Claims"). Notwithstanding Without limiting the foregoing, nothing and notwithstanding anything contained to the contrary herein, all rights to indemnification as set forth in Section 9 below shall remain in full force and effect and shall not be otherwise modified or affected by this paragraph shall release or relieve any obligations of any Buyer under this Agreement, the Purchase Agreement or under any other Transaction Document to which it is a partySection 3.

Company Release. The Company, on its own behalf and IASIS Healthcare Corporation (“IASIS”) hereby agrees on behalf of its Subsidiaries itself and its and their respective officers, directors, affiliatesemployees and agents, investors and other related Persons (the Company and all of its affiliates, and all of their officers, directors, employees and agents (the foregoing Persons referred to above in this Section ‎2 are referred to herein as “Company ReleasorsIASIS 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 irrevocablyirrevocably acknowledged, that IASIS and the IASIS Parties hereby, fully and unconditionally releases and completely forever discharges release Xxxxxxx (x) each Buyer and (y) each of the present and former directors, officers, 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, agents, advisors, consultants 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 (each Buyer and all such other Persons hereinafter referred to above in clause (y) in this Section ‎2 are referred to herein collectively as the “Buyer Releasees”Releasee,” which term includes all of his successors, heirs, executors, administrators, estate trustees and assigns) from any and all claims, actions, obligations, causes of action, suits, lossesagreements, omissionspromises, damages, contingenciesdisputes, controversies, contentions, differences, judgments, finesclaims, penaltiesdebts, chargesdues, costs (includingsums of money, without limitationaccounts, court costsreckonings, reasonable bonds, bills, specialities, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which IASIS and the IASIS Parties or any of their respective agents, assignees, attorneys’ fees , successors, assigns, heirs and costs of defense and investigation)executors ever had, expenses and liabilitiesnow have or may have against the Releasee, of every name and naturein law, admiralty or equity, whether known or unknownunknown to IASIS and the IASIS Parties, 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 Buyer Releasees for, upon, or by reason of of, any naturematter, causeaction, action or inaction omission, course or thing whatsoever which arises from the beginning of the world occurring up to the date and time of this Agreement relating to the Company or any of its Subsidiaries (collectively, the “Company Claims”). The Company, Release is signed by IASIS on behalf of itself and its successorsthe other IASIS Parties, assigns 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 legal representatives agreement between Xxxxxxx and IASIS or the IASIS Parties, or (ii) any and all charges, actions, causes of the other Company Releasorsaction, covenants that it will not (and that it will cause all other Persons who may seek to claim asdemands, bydebts, through dues, bonds, accounts, covenants, contracts, liabilities, or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) sxx any of the Buyer Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations damages of any Buyer under this Agreement, the Purchase Agreement or under any other Transaction Document to which it is a partynature whatsoever arising from Xxxxxxx’x willful misconduct.

Company Release. The Company(a) Effective as of the Separation Date, you hereby, on its own your behalf and on behalf of its Subsidiaries your 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 and their subsidiaries’ respective officers, directors, affiliatesmanagers, 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”)members, hereby irrevocably, fully and unconditionally releases and forever discharges (x) each Buyer and (y) each of the present and former directors, officerspartners, shareholders, memberslenders, managersfunding sources, investment managers, investment advisers, partnersinvestors, 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, employeesvendors, agents, advisorsattorneys, consultants accountants, affiliates, predecessors, successors and representatives assigns (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 referred to above in clause (y) in this Section ‎2 are referred to herein collectively as collectively, the “Buyer ReleaseesCompany Released Parties,”) from any claim and all claims, manner of action and actions, obligationsincluding 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, suits, lossesdebts, omissionsdues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, contingenciescosts, expenses (including reasonable attorney’s fees), losses, liabilities, judgments, finesexecutions, penaltiesclaims, chargesliens, costs (includingdamages, without limitationwages, court costs, reasonable attorneys’ fees and costs demands of defense and investigation), expenses and liabilities, of every name and whatever nature, whether known or unknown, absolute anticipated or contingentunanticipated, suspected or unsuspected, matured accrued or unmaturedto accrue in the future, both at for or by reason of any matter, cause, or thing whatsoever, in law and or in equity, under local, state, or federal statutory or common law or administrative regulation (collectively, the “Claims”) ), which any Company Releasor of the Employee Releasors ever had, now has, or hereafter can, shall or may now own, hold, have or claim to have against any of the Buyer Releasees forCompany Released Parties, upon, or by reason of any nature, cause, action or inaction or thing whatsoever which arises from the beginning of the world up to and including the date and time of this Agreement relating to the Company Separation Date. Employee Releasors hereby agree that they (or any of its Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representatives and all of the other Company Releasors, covenants that it them) will not (and that it will cause all other Persons who may seek commence, prosecute, file, or permit to be commenced, prosecuted or filed in their name or on their behalf, any lawsuit, claim as, by, through or in relation to action against any of the Company Releasors Released Parties based upon or arising out of any act or event which occurred before the matters released Separation Date (whether known or unknown, anticipated or unanticipated, suspected or unsuspected). The release and waiver contained in this Section 8 is a material inducement for the Company in entering into this Agreement. (b) You further acknowledge and agree that this release and waiver of rights is knowing and voluntary, that you have consulted (or been given the opportunity to consult) with an attorney regarding the terms and conditions of this Agreement, that you have read this Agreement in its entirety, and that you fully understands all of the terms and conditions contained herein. You further acknowledge that you are entering into this Agreement knowingly, voluntarily and of your own free will. Furthermore, you acknowledge that you were permitted a reasonable period of time to consider whether or not to enter into this Agreement and either took the time or opted to return the executed Agreement before that time. (c) You agree to execute an additional release and undertaking substantially in the form of this Section 8 at the time of, and as a condition to, payment by the Company Releasors to you of any Recovery Fee and/or Transaction Fee due and owing hereunder. (d) For the avoidance of doubt, nothing in this Agreement not to) sxx Section 8 shall release any economic rights in any vested equity securities of the Buyer Releasees on Company or its subsidiaries owned by you or your affiliates as of the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of any Buyer under this Agreement, the Purchase Agreement or under any other Transaction Document to which it is a partySeparation Date.

Company Release. The Company, on its own behalf and on behalf of its Subsidiaries (as defined below) and its and their respective officers, directors, affiliates, investors and other related Persons (the Company and all of the foregoing Persons referred to above in this Section ‎2 3 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges (x) each Buyer Claimant, (y) Downsview Capital, Inc. (“Downsview”), Cranshire Capital Advisors, LLC (“CCA”) and (yz) each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, consultants advisors and representatives of each Buyerof 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 each Buyerany 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, agents, advisors, consultants 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 (each Buyer Claimant and all such other Persons referred to above in clause clauses (y) and (z) in this Section ‎2 3 are referred to herein collectively as the “Buyer 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 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 Buyer 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 and its Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) sxx xxx any of the Buyer Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of any Buyer Claimant under this Agreement, the Purchase Agreement or under any other Transaction Document to which it is a party.

Company Release. The Company, on its own behalf and on behalf of its Subsidiaries (as defined below) and its and their respective officers, 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 3 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges (x) each Buyer Claimant, (y) its general partner and (yz) each of the present and former directors, officers, shareholders, members, managers, investment managersmanagers (including, without limitation, Cranshire Capital Advisors, LLC and Downsview Capital, Inc.), investment advisers, partners, employees, agents, advisors, consultants advisors and representatives of each Buyer, 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 each Buyer, any of Claimant or its general partner within the meaning of the Securities Act of 1933, as amended (the “1933 Act 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, agents, advisors, consultants 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 (each Buyer Claimant and all such other Persons referred to above in clause clauses (y) and (z) in this Section ‎2 3 are referred to herein collectively as the “Buyer 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 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 Buyer 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 and its Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) sxx xxx any of the Buyer Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of any Buyer Claimant under this Agreement. “Person” means an individual, the Purchase Agreement or under a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other Transaction Document to which it is entity and a partygovernment or any department or agency thereof.