Common use of Mutual General Release Clause in Contracts

Mutual General Release. (a) Except for the performance by the parties of the provisions of this Agreement, each party hereto, for itself and on behalf of all partners, officers, directors, employees, affiliates (both persons and entities), representatives, agents, attorneys, servants, trustees, beneficiaries, predecessors in interest, successors in interest, assigns, nominees and insurers (collectively, the "Releasing Parties"), shall be deemed to have released and forever discharged each of the other parties hereto, and all partners, officers, directors, employees. affiliates (both persons and entities), representatives, agents, attorneys, servants. trustees, beneficiaries, predecessors in interest. successors in interest, assigns, nominees and insurers of each such party, of and from any and all claims. demands, actions and causes of action, whether known or unknown, fixed or contingent, that any of the Releasing Parties may have had, may now have or may hereafter acquire with respect to any matters whatsoever arising under or in any way related to (i) any claims, counterclaims, third-party claims, and causes of action that the Releasing Parties have or may have concerning the Securities Purchase Agreements and related agreements, (ii) any act which may constitute a defense to the performance of this Agreement, the Securities Purchase Agreements and the Debentures~ and (iii) any claims any party may have against any other with respect to or in connection with any alleged violation of any state common law, statute. or state or Federal securities laws, prior to the date of this Agreement, including the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended. (b) In addition. Torbay for itself and on behalf of all partners. officers. directors. employees. affiliates (both persons and entities). representatives, agents, attorneys. servants, trustees, beneficiaries. predecessors in interest, successors in interest, assigns, nominees and insurers specifically releases and forever discharges The NIR Group, LLC. First Street Manager II LlC, Pegasus Manager. LLC, and AJW Manager7 LLC of and from any and all claims, demands, actions and causes of action, whether known or unknown. fixed or contingent, that any of the Releasing Parties may have had, may now have or may hereafter acquire with respect to any matters whatsoever arising under or in any way related to (i) any claims, counterclaims. third-party claims. and causes of action that the Re]easing Parties have or may have concerning the Securities Purchase Agreements and related agreements, (ii) any act which may constitute a defense to the performance of this Agreement, the Securities Purchase Agreements and the Debentures. and (iii) any claims any party may have against any other with respect to or in connection with any alleged violation of any state common law, statute. or state Or Federal securities laws, prior to the date of this Agreement, including the Securities Act of 1933. as amended and the Securities Exchange Act of 1934, as amended. (c) Notwithstanding anything to the contrary contained herein, the foregoing shall not release Torbay from any claims, demands, expenses or losses by the Investors (or causes of action or remedies related thereto) arising from any indemnity by Torbay or any affiliate for the benefit of the Investors as required by the Debentures, the Securities Purchase Agreements and related agreements.

Mutual General Release. (a) Except for the performance by the parties In consideration of the provisions of this Agreementmutual promises set forth herein, each party heretothe Employer, for itself including their past and on behalf of all partnerspresent affiliated, parent, related, and subsidiary companies, joint ventures and partnerships, as well as their respective past and present directors, officers, directorsshareholders, representatives, employees, affiliates (both persons and entities), representatives, agents, attorneys, servantsinvestors, successors, and assigns, past and present (“the Employer Releasees”), on the one hand, and Executive, including his heirs, executors, administrators, trustees, beneficiaries, predecessors in interest, successors in interest, assigns, nominees and insurers (collectively, the "Releasing Parties"), shall be deemed to have released and forever discharged each of the other parties hereto, and all partners, officers, directors, employees. affiliates (both persons and entities)attorneys, representatives, agentsand assigns (“Executive Releasees”), attorneyson the other hand, servants. trustees, beneficiaries, predecessors in interest. successors in interest, assigns, nominees hereby irrevocably and insurers of unconditionally release and forever discharge each such party, of and other from any and all claims. demands, actions and causes of action, demands, rights, damages, liabilities or suits of any type or kind, whether known or unknown, fixed or contingentincluding, that without limitation, any of the Releasing Parties may have had, may now have or may hereafter acquire with respect to any matters whatsoever and all claims arising under from or in any way related to Executive’s employment with, or separation from the Employer Entities, any compensation of any type or nature from the Employer Entities, the Employment Agreement (except as provided in Section 13 of this Agreement) or the Stock Agreement (except as provided in Section 2 of this Agreement); provided, however, notwithstanding any provision herein to the contrary, nothing in this Agreement shall be deemed a release or waiver of (i) any claimsExecutive’s rights of indemnification and directors and officers liability insurance coverage to which Executive was entitled immediately prior to the Effective Date under the Employer’s Bylaws, counterclaimsorganizational documents, third-party claimsthe Employment Agreement, and causes of action that the Releasing Parties have Indemnity Agreement or may have concerning the Securities Purchase Agreements and related agreementsotherwise, (ii) Executive’s rights under any act which may constitute tax-qualified pension plan maintained by the Employer or claims for accrued, vested benefits under any other employee benefit plan or COBRA, (iii) Executive’s rights as a defense stockholder and stock option holder of the Employer and (iv) any rights under this Agreement. This release specifically includes, but is not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; assault and battery (sexual or otherwise); invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, bonuses, commissions, salary, severance pay, stock, stock options, attorneys’ fees, or other compensation of any sort; retaliation; discrimination or harassment on the basis of age, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category under federal, state or local law; any claim under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Labor Code, the Family and Medical Leave Act, the California Family Rights Act, or Section 1981 of Title 42 of the United States Code; violation of COBRA; violation of any safety and health laws, statutes or regulations; violation of ERISA; violation of the Internal Revenue Code; or any other wrongful conduct of any kind, based upon events occurring prior to the performance Effective Date of this Agreement, the Securities Purchase Agreements and the Debentures~ and (iii) any claims any party may have against any other with respect to or in connection with any alleged violation of any state common law, statute. or state or Federal securities laws, prior to the date of this Agreement, including the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended. (b) In addition. Torbay for itself and on behalf of all partners. officers. directors. employees. affiliates (both persons and entities). representatives, agents, attorneys. servants, trustees, beneficiaries. predecessors in interest, successors in interest, assigns, nominees and insurers specifically releases and forever discharges The NIR Group, LLC. First Street Manager II LlC, Pegasus Manager. LLC, and AJW Manager7 LLC of and from any and all claims, demands, actions and causes of action, whether known or unknown. fixed or contingent, that any of the Releasing Parties may have had, may now have or may hereafter acquire with respect to any matters whatsoever arising under or in any way related to (i) any claims, counterclaims. third-party claims. and causes of action that the Re]easing Parties have or may have concerning the Securities Purchase Agreements and related agreements, (ii) any act which may constitute a defense to the performance of this Agreement, the Securities Purchase Agreements and the Debentures. and (iii) any claims any party may have against any other with respect to or in connection with any alleged violation of any state common law, statute. or state Or Federal securities laws, prior to the date of this Agreement, including the Securities Act of 1933. as amended and the Securities Exchange Act of 1934, as amended. (c) Notwithstanding anything to the contrary contained herein, the foregoing shall not release Torbay from any claims, demands, expenses or losses by the Investors (or causes of action or remedies related thereto) arising from any indemnity by Torbay or any affiliate for the benefit of the Investors as required by the Debentures, the Securities Purchase Agreements and related agreements.

Mutual General Release. (a) Except for BAC and each of its respective affiliates (which term excludes the performance by the parties of the provisions of Company under this AgreementRelease), each party heretosuccessors, for itself and on behalf of all partnersassigns, directors, officers, directors, employees, affiliates (both persons agents and entities)their respective heirs, representativesexecutors, agents, attorneys, servants, trustees, beneficiaries, predecessors in interest, successors in interest, assigns, nominees beneficiaries and insurers personal representatives (collectively, the "“BAC Releasing Parties"”), shall be deemed to have released knowingly and voluntarily, release, waive and forever discharged each of discharge (collectively, the other parties hereto“BAC Release”) Xxxxxx Xxxxxxxxxx and his heirs, and all partnersexecutors, officersbeneficiaries, directors, employees. affiliates (both persons and entities), representativessuccessors, agents, attorneys, servants. trustees, beneficiaries, predecessors in interest. successors in interest, assigns, nominees assigns and insurers of each such party, of and from any and all claims. demands, actions and causes of action, whether known or unknown, fixed or contingent, that any of the Releasing Parties may have had, may now have or may hereafter acquire with respect to any matters whatsoever arising under or in any way related to personal representatives (i) any claims, counterclaims, third-party claims, and causes of action that the Releasing Parties have or may have concerning the Securities Purchase Agreements and related agreements, (ii) any act which may constitute a defense to the performance of this Agreementcollectively, the Securities Purchase Agreements and the Debentures~ and (iii“BAC Released Parties”)) any claims any party may have against any other with respect to or in connection with any alleged violation of any state common law, statute. or state or Federal securities laws, prior to the date of this Agreement, including the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended. (b) In addition. Torbay for itself and on behalf of all partners. officers. directors. employees. affiliates (both persons and entities). representatives, agents, attorneys. servants, trustees, beneficiaries. predecessors in interest, successors in interest, assigns, nominees and insurers specifically releases and forever discharges The NIR Group, LLC. First Street Manager II LlC, Pegasus Manager. LLC, and AJW Manager7 LLC of and from any and all claims, demands, actions and damages, liabilities, obligations, manner of actions, causes, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, trespasses, judgments and executions, whatever, whether at law or in equity (collectively, “Claims”) of any kind, nature or description whatever, whether known or unknown (and if unknown, regardless of whether knowledge of the same may have affected the decision to make this BAC Release), which now exist or which may hereafter arise based on any fact or circumstance arising or occurring on or at any time prior to the date hereof related to the Agreement. fixed In furtherance of the foregoing, BAC covenants on behalf of itself and the BAC Releasing Parties not to xxx or contingent, that prosecute any action against any of the Releasing BAC Released Parties may have had, may now have or may hereafter acquire with respect to any of the matters whatsoever arising under or in any way related to (i) any claims, counterclaims. third-party claims. and causes of action that within the Re]easing Parties have or may have concerning the Securities Purchase Agreements and related agreements, (ii) any act which may constitute a defense to the performance scope of this Agreement, Release and agree to hold each of the Securities Purchase Agreements and the Debentures. and (iii) any claims any party may have against any other BAC Released Parties harmless with respect to any such suit or prosecution in contravention of this Section 1. (b) Xxxxxx Xxxxxxxxxx, for himself and his heirs, executors, beneficiaries, successors, agents, assigns and personal representatives (collectively, the “Xxxxxx Xxxxxxxxxx Releasing Parties”), knowingly and voluntarily, releases, waives and forever discharges (collectively, the “Xxxxxx Xxxxxxxxxx Release”) BAC and each of its respective affiliates (which term excludes the Company under this Release), successors, assigns, directors, officers, employees, agents and their respective heirs, executors, beneficiaries and personal representatives (collectively, the “Xxxxxx Xxxxxxxxxx Released Parties”) from any and all claims, demands, damages, liabilities, obligations, manner of actions, causes, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, trespasses, judgments and executions, whatever, whether at law or in connection with any alleged violation equity (collectively, “Claims”) of any state common lawkind, statute. nature or state Or Federal securities lawsdescription whatever, whether known or unknown (and if unknown, regardless of whether knowledge of the same may have affected the decision to make this Xxxxxx Xxxxxxxxxx Release), which now exist or which may hereafter arise based on any fact or circumstance arising or occurring on or at any time prior to the date hereof related to the Agreement. In furtherance of the foregoing, Xxxxxx Xxxxxxxxxx covenants on behalf of himself and the Xxxxxx Xxxxxxxxxx Releasing Parties not to xxx or prosecute any action against any of the Resigning Director Released Parties with respect to any of the matters within the scope of this Agreement, including the Securities Act of 1933. as amended Release and the Securities Exchange Act of 1934, as amended. (c) Notwithstanding anything agrees to the contrary contained herein, the foregoing shall not release Torbay from any claims, demands, expenses or losses by the Investors (or causes of action or remedies related thereto) arising from any indemnity by Torbay or any affiliate for the benefit hold each of the Investors as required by the Debentures, the Securities Purchase Agreements and related agreementsResigning Director Released Parties harmless with respect to any such suit or prosecution in contravention of this Section 1.

Mutual General Release. (a) Except for the performance by the parties A. In consideration of the provisions of Transamerica's entering into this Agreement, each party heretoGALAGEN, for itself and acting on behalf of all partnersitself and its successors and assigns, and its and their past and present officers, directors, employees, affiliates (both persons and entities)managers, representativesattorneys, accountants, agents, attorneys, servants, trustees, beneficiaries, predecessors in interest, successors in interest, assigns, nominees shareholders and insurers partners (collectively, the "Releasing PartiesGALAGEN Group"), shall be deemed to have released hereby releases and forever discharged discharges Transamerica and its successors and assigns, its and their subsidiaries and affiliates, and its and their past and present officers, directors, employees, managers, attorneys (including in-house attorneys), accountants, agents, and servants, and each of them, in all capacities, including individually (collectively, the "Transamerica Group"), from any and all actions, liabilities, liens, debts, damages, claims, suits, judgments, executions and demands of every kind, nature and description, including but not limited to tort claims, that the GALAGEN Group or any member thereof may have against any member of the Transamerica Group arising out of or related to the relationship or transactions between Transamerica and GALAGEN occurring before the Closing Date, and waives any and all defenses and rights of offset which the GALAGEN Group or any member thereof may have arising out of or related to the relationship or transactions between Transamerica and GALAGEN; provided, that this release shall not release any of the Transamerica Group from any of the following: (i) from any obligations arising under or created by this Agreement, (ii) any rights, privileges or benefits arising from or out of: (a) the Stock Subscription Warrant dated as of November 29, 2001; or (b) the Amended and Restated Stock Subscription Warrant dated as of July 1, 1997, each by and between GalaGen Inc. and TBCC Funding Trust I (“Stock Subscription Warrants”) or any stock issued or to be issued in connection therewith or rights or benefits granted in favor of TBCC Funding Trust I or the Transamerica Group pursuant to the Stock Subscription Warrants or any shares issued in connection therewith, or (iii) with respect to actions, liabilities, liens, debts, damages, claims, suits, judgments, executions or demands arising out of or related to any relationship or transactions between Transamerica and GALAGEN to the extent such relationship or transactions come into existence only after the Closing Date. B. Upon receipt of cash payment as set forth above in Section 1, Transamerica, acting on behalf of itself and the Transamerica Group, hereby releases and forever discharges each member of the GALAGEN Group from any and all actions, liabilities, liens, debts, damages, claims, suits, judgments, executions and demands of every kind, nature and description, including but not limited to tort claims, that the Transamerica Group or any member thereof may have against any member of the GALAGEN Group arising out of or related to the relationship or transactions between Transamerica and GALAGEN occurring before the Closing Date, and waives any and all defenses and rights of offset which the Transamerica Group or any member thereof may have arising out of or related to the relationship or transactions between Transamerica and GALAGEN; provided, that this release shall not release any of the GALAGEN Group from any of the following: (i) from any obligations arising under or created by this Agreement, (ii) any rights, privileges or benefits arising from or out of: (a) the Stock Subscription Warrants or any stock issued or to be issued in connection therewith or rights or benefits granted in favor of TBCC Funding Trust I or the Transamerica Group pursuant to the Stock Subscription Warrants or any shares issued in connection therewith, or (iii) with respect to actions, liabilities, liens, debts, damages, claims, suits, judgments, executions or demands arising out of or related to any relationship or transactions between Transamerica and GALAGEN to the extent such relationship or transactions come into existence only after the Closing Date. C. Each of the Releasing Parties waives and relinquishes any right or benefit, which such Releasing Party or any member thereof has or may have under any similar provision of the statutory or nonstatutory law of any jurisdiction. In connection with such waiver and relinquishment, each of the Releasing Parties acknowledges that it is aware that it or its attorneys or agents may hereafter discover facts in addition to or different from those which it now knows or believes to exist with respect to the subject matter of this Release or the other parties hereto, but that it is such Releasing Party's intention hereby fully, finally and forever to settle and release all partnersof the claims, officersdisputes and differences, directors, employees. affiliates (both persons and entities), representatives, agents, attorneys, servants. trustees, beneficiaries, predecessors in interest. successors in interest, assigns, nominees and insurers of each such party, of and from any and all claims. demands, actions and causes of action, whether known or unknown, fixed suspected or contingentunsuspected, that any of the Releasing Parties may have had, may which now have exist or may exist hereafter acquire with respect to any matters whatsoever arising under between or among the parties, except as otherwise expressly provided in any way related to (i) any claims, counterclaims, third-party claims, and causes of action that the Releasing Parties have or may have concerning the Securities Purchase Agreements and related agreements, (ii) any act which may constitute a defense to the performance of this Agreement, . The release provided for in this Agreement shall be and remain in effect as a full and complete release notwithstanding the Securities Purchase Agreements and the Debentures~ and (iii) any claims any party may have against any other with respect to discovery or in connection with any alleged violation existence of any state common law, statutesuch additional or different facts. or state or Federal securities laws, prior These releases given herein are intended by each party to the date of this Agreement, including the Securities Act of 1933, as amended be a full and the Securities Exchange Act of 1934, as amendedfinal release. (b) In addition. Torbay for itself and on behalf of all partners. officers. directors. employees. affiliates (both persons and entities). representatives, agents, attorneys. servants, trustees, beneficiaries. predecessors in interest, successors in interest, assigns, nominees and insurers specifically releases and forever discharges The NIR Group, LLC. First Street Manager II LlC, Pegasus Manager. LLC, and AJW Manager7 LLC of and from any and all claims, demands, actions and causes of action, whether known or unknown. fixed or contingent, that any of the Releasing Parties may have had, may now have or may hereafter acquire with respect to any matters whatsoever arising under or in any way related to (i) any claims, counterclaims. third-party claims. and causes of action that the Re]easing Parties have or may have concerning the Securities Purchase Agreements and related agreements, (ii) any act which may constitute a defense to the performance of this Agreement, the Securities Purchase Agreements and the Debentures. and (iii) any claims any party may have against any other with respect to or in connection with any alleged violation of any state common law, statute. or state Or Federal securities laws, prior to the date of this Agreement, including the Securities Act of 1933. as amended and the Securities Exchange Act of 1934, as amended. (c) Notwithstanding anything to the contrary contained herein, the foregoing shall not release Torbay from any claims, demands, expenses or losses by the Investors (or causes of action or remedies related thereto) arising from any indemnity by Torbay or any affiliate for the benefit of the Investors as required by the Debentures, the Securities Purchase Agreements and related agreements.

Mutual General Release. (a) Except for the performance by Each of the parties of does hereby for himself, herself, or itself, as applicable, and for his, her or its heirs, representatives, attorneys, executors, administrators, successors and assigns, release, acquit and forever discharge the provisions of this Agreementother party, each party heretotogether with his, for itself her or its, as applicable, parents, subsidiaries, affiliates, predecessors, and on behalf of all partnerssuccessor corporations and business entities, past, present and future, and its and their agents, directors, officers, directors, employees, affiliates shareholders, insurers and reinsurers, and employee benefit plans (both persons and entities)the trustees, representativesadministrators, fiduciaries, agents, attorneys, servants, trustees, beneficiaries, predecessors in interest, successors in interest, assigns, nominees and insurers (collectively, the "Releasing Parties"), shall be deemed to have released and forever discharged each of the other parties heretoinsurers, and all partnersreinsurers of such plans) past, officerspresent and future, directorsand their heirs, employees. affiliates (both persons executors, administrators, predecessors, successors, and entities), representatives, agents, attorneys, servants. trustees, beneficiaries, predecessors in interest. successors in interest, assigns, nominees and insurers of each such party, of and assigns from any and all claims. demandsactions, actions and causes of action, whether obligations, costs, expenses, attorneys’ fees, damages, losses, claims, liabilities, suits, debts, demands and benefits of whatever character in law, or in equity, known or unknown, fixed suspected or contingentunsuspected, that matured or unmatured, of any kind or nature, whatsoever, now existing or arising in the future based on any act or omission, event, occurrence, or non-occurrence, from the beginning of time to the Releasing Parties may have haddate of execution of this Agreement. The release contained herein does not release the obligations of any party under this Agreement or any right to indemnification as set forth in paragraph 8 below or of Executive by ILED under applicable law and/or to insurance under any applicable liability policy for acts or omissions occurring prior to Executive’s last day of employment. The above release includes, may now have but is not limited to, any claims or may hereafter acquire with respect to any matters whatsoever causes of action arising under out of or in any way related relating to Executive’s employment with ILED and his separation of employment from ILED, the termination of the Employment Agreement or in connection with the Notes or the Shares. ILED, Executive, Custodian and Xxxxxx Xxxxxxxx on the one hand and Xxxxxx Xxxxxxxxx and Xxxxx Xxxx on the other, and in addition to the above named parties, mutually and specifically release, acquit and forever discharge each other as part of this mutual general release. The parties agree that this release includes any and all claims between them pertaining to (ia) any claimsand all claims of violation of any foreign or United States federal, counterclaimsstate, third-party claimsprovincial and local law arising from or relating to Employee’s recruitment, hire, employment and termination of employment with the Company; (b) any and all claims of wrongful discharge, emotional distress, defamation, misrepresentation, fraud, detrimental reliance, breach of contractual obligations, promissory estoppel, negligence, assault and battery, and causes violation of action public policy; (c) all claims to disputed wages, compensation, and benefits, including any claims for violation of applicable state laws relating to wages and hours of work; and any and all claims for monetary damages and any other form of personal relief. Executive acknowledges that his release of ILED includes without limitation: The National Labor Relations Act, as amended; Title VII of the Releasing Parties have Civil Rights Act of 1964, as amended; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended The Immigration Reform and Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended; The Older Workers Benefit Protection Act; The Worker Adjustment and Retraining Notification Act, as amended; The Fair Labor Standards Act, as amended; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act, as amended; The Genetic Information Non-Discrimination Act; The Occupational Safety and Health Act, as amended; The Xxxxxxxx-Xxxxx Act of 2002; Florida’s Private-Sector Whistle-Blower’s Act; Florida’s Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim pursuant to Florida Statute §440.205; The Florida Equal Pay Act; The Florida Omnibus Aids Act; Florida’s Statutory Provisions Regarding Employment Discrimination on the Basis of and Mandatory Screening or may have concerning Testing for Sickle Cell Trait; Florida’s Domestic Violence Leave Act; Florida’s Preservation & Protection of Right to Keep & Bear Arms in Motor Vehicles Act; Florida’s General Labor Regulations; The Florida Wage and Hour Laws, as amended; The Florida Minimum Wage Act; The Florida Civil Rights Act, as amended; Equal Pay Law for Florida and the Securities Purchase Agreements federal Equal Pay Acts, as amended; The City of Sarasota Non-Discrimination Ordinance No. 03-4462, Chapter 18 of the Sarasota City Code; Any other federal, state, or local civil or human rights law or any other local, state, or federal law, regulation or ordinance; Any public policy, contract, tort or common law; and related agreementsAny claim for costs, (ii) fees, or other expenses including attorneys’ fees incurred in these matters. The above list is illustrative only and is not meant in any act which may constitute a defense way to limit the performance release given by Executive. In consideration of the valuable consideration provided for in this Agreement, the Securities Purchase Agreements and the Debentures~ and (iii) parties intend to give up any claims any party may rights he/she/they/it might have against under these or any other laws with respect to Executive’s employment or association with ILED and the termination of his engagement or association with ILED. For the purpose of implementing a full and complete release, the parties expressly acknowledge that the releases they give in connection with any alleged violation this release are intended to include in their effect, without limitation, claims that they did not know or suspect to exist in their favor at the time of the effective date of this release, regardless of whether the knowledge of such claims or the facts upon which they might be based would materially have affected the settlement of this matter, and that the consideration given under this release is also for the release of those claims and contemplates the extinguishment of any state common lawunknown claims. Executive understands that he has twenty-one (21) days from the date of his receipt of this release, statutenot counting the date upon which he receives it, to consider whether he wishes to sign the release. or state or Federal securities laws, Executive acknowledges that if he signs this release prior to the date of this Agreement, including the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended. (b) In addition. Torbay for itself and on behalf of all partners. officers. directors. employees. affiliates (both persons and entities). representatives, agents, attorneys. servants, trustees, beneficiaries. predecessors in interest, successors in interest, assigns, nominees and insurers specifically releases and forever discharges The NIR Group, LLC. First Street Manager II LlC, Pegasus Manager. LLC, and AJW Manager7 LLC of and from any and all claims, demands, actions and causes of action, whether known or unknown. fixed or contingent, that any end of the Releasing Parties may have hadtwenty-one (21) day period, may now have or may hereafter acquire with respect to any matters whatsoever arising under or in any way related to (i) any claims, counterclaims. third-party claims. such decision is Executive’s voluntary and causes of action that the Re]easing Parties have or may have concerning the Securities Purchase Agreements and related agreements, (ii) any act which may constitute a defense to the performance of this Agreement, the Securities Purchase Agreements and the Debentures. and (iii) any claims any party may have against any other with respect to or in connection with any alleged violation of any state common law, statute. or state Or Federal securities laws, prior to the date of this Agreement, including the Securities Act of 1933. as amended and the Securities Exchange Act of 1934, as amendedpersonal decision. (c) Notwithstanding anything to the contrary contained herein, the foregoing shall not release Torbay from any claims, demands, expenses or losses by the Investors (or causes of action or remedies related thereto) arising from any indemnity by Torbay or any affiliate for the benefit of the Investors as required by the Debentures, the Securities Purchase Agreements and related agreements.