Common use of Mutual Release and Waiver Clause in Contracts

Mutual Release and Waiver. As of the Effective Date and upon the terms and conditions contained in this Agreement, each of the Parties hereby (i) agrees that the Hills Agreement is terminated and (ii) releases and forever discharges the other and, as the case may be, any and all of the other’s past, present and future subsidiaries, directors, officers, shareholders, principals, employees, affiliates, agents, administrators, attorneys, successors and assigns, from any and all actions, causes of action, covenants, contracts, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, in law or in equity, now known or unknown from the beginning of the world to the date of this Agreement, which could be made or alleged now or in the future arising out of any covenant, agreement, right, demand or understanding (each a “Claim”, and collectively “Claims”), whether any such Claim is derived under or from the Hills Agreement or otherwise, and the Parties do hereby specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand against the other which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this Agreement. In furtherance and not in limitation of the foregoing, the Company hereby acknowledges and agrees that Hills is released from any and all obligations to perform any duties or services for or on behalf of the Company in his capacity as a consultant, as an officer (including as the Chief Executive Officer) of the Company, or in any other employment capacity. Notwithstanding anything contained herein to the contrary, Hills hereby reserves and retains and does not hereby release any Claims consisting of or relating to Hills’ respective rights (a) to receive any payments or benefits under this Agreement, (b) under or with respect to any convertible or other debt instruments owed by the Company to or otherwise held by Hills (including without limit that certain $250,000 convertible note), any capital stock in the Company previously acquired or received and currently owned or held by Hills (including without limit the New Stock (as hereinafter defined), the Prior Stock (as hereinafter defined) or those 230,818 shares of capital stock previously acquired by Hills) and any warrants or options to acquire any capital stock in the Company (including without limit those warrants to acquire 74,083 shares of the Company’s capital stock) in each case as held or owned by Hills or (c) to be indemnified by the Company either as provided hereunder or in conformity with the Company’s bylaws, policies or programs as applicable to its directors, officer, employees or other representatives or to receive benefits or protections available under any liability insurance policy maintained by the Company.

Mutual Release and Waiver. As In consideration of the Effective Date agreements contained herein : (a) Purchaser and upon Seller agree that the terms discussions between them respecting the possible investment by Purcahser in Digeo and conditions contained in this its possible performance of services on behalf of Digeo have terminated without agreement and that, assuming consummation of the Asset Purchase Agreement, Purchaser will lack the resources to perform such services; (b) effective concurrently with the execution of this Agreement each of the Parties Seller and Purchaser hereby (i) agrees that the Hills Agreement is terminated waives any and (ii) all claims and releases and forever discharges the other andand their respective officers, directors, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives from any and all demands, debts, issues, causes of action and liabilities, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, then existing or thereafter arising, that are based in whole or part on any act, omission or other fact or circumstances relating to Purchaser's right (if any) to acquire an equity interest in Digeo and its obligation to pay approximately Two Million Five Hundred Thousand Dollars ($2,500,000), or Purchaser's right or obligation to perform services on behalf of Digeo, including, without limiting the generality of the foregoing, those arising in connection with any written or oral communications between Seller and Purchaser, or between any of Seller or Purchaser and any other person or entity, or the actions of Seller, or Purchaser, as the case may be, any and all of the other’s past, present and future subsidiariesor their officers, directors, officers, shareholders, principals, employees, affiliatesattorneys, agents, administratorsaffiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, successors and agents, affiliates, successors, assigns, from heirs and representatives) successors, assigns, heirs and representatives in connection with any and all actions, causes of action, covenants, contracts, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, in law or in equity, now known or unknown from the beginning of the world foregoing (collectively, the "Released Matters"); provided, however, that nothing contained in the foregoing release and waiver shall be applicable to the date parties' respective rights and obligations with respect to any act, omission or other occurrence not relating to the Released Matters and (c) Seller and Purchaser acknowledge and agree that, effective concurrently with the execution of this Agreement, which could be made Purchaser shall have no right or alleged now obligation to acquire any equity interest in Digeo or in the future arising out of any covenant, agreement, right, demand or understanding (each a “Claim”, and collectively “Claims”), whether any such Claim is derived under or from the Hills Agreement or otherwise, and the Parties do hereby specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand against the other which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this Agreement. In furtherance and not in limitation of the foregoing, the Company hereby acknowledges and agrees that Hills is released from any and all obligations to perform any duties or services for or on behalf of Digeo (the Company in his capacity "Waived Matters") and none of Seller, Digeo or Charter or their respective officers, directors, shareholders, employees, attorneys, agents, affiliates, successors, assigns, heirs, or representatives shall have any obligation to HSA as a consultant, as an officer (including as the Chief Executive Officer) result of the Company, or in any other employment capacity. Notwithstanding anything contained herein to the contrary, Hills hereby reserves and retains and does not hereby release any Claims consisting of or relating to Hills’ respective rights (a) to receive any payments or benefits under this Agreement, (b) under or with respect to any convertible or other debt instruments owed by the Company to or otherwise held by Hills (including without limit that certain $250,000 convertible note), any capital stock in the Company previously acquired or received and currently owned or held by Hills (including without limit the New Stock (as hereinafter defined), the Prior Stock (as hereinafter defined) or those 230,818 shares of capital stock previously acquired by Hills) and any warrants or options to acquire any capital stock in the Company (including without limit those warrants to acquire 74,083 shares of the Company’s capital stock) such Waived Matters; in each case as held or owned by Hills or (c) to be indemnified by without further action on the Company either as provided hereunder or in conformity with the Company’s bylaws, policies or programs as applicable to its directors, officer, employees or other representatives or to receive benefits or protections available under any liability insurance policy maintained by the Companypart of Seller and/or Purchaser.

Mutual Release and Waiver. As To the fullest extent permitted by law, effective as of the Effective Date and upon the terms and conditions contained in this Agreementdate hereof, each of the Intercompany Agreement Parties and each of their respective Affiliates bound by this Agreement (in such capacity, collectively, the “Releasing Parties”) hereby (i) agrees that the Hills Agreement is terminated and (ii) releases and forever discharges (this “Release”) each of the other andIntercompany Agreement Parties and each of their respective Affiliates (in such capacity, as collectively, the case may be, any and all of the other’s past, present and future subsidiaries, directors, officers, shareholders, principals, employees, affiliates, agents, administrators, attorneys, successors and assigns, “Released Parties”) from any and all actionscosts, expenses, obligations, claims, demands, causes of action, covenants, contracts, controversies, agreements, promisesliabilities, damages, judgmentsfines, claims penalties, debts, losses and demands whatsoeverjudgments of any kind or character, whether matured or unmatured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, and all costs, expenses and fees incurred in connection therewith, whether arising or pleaded in law or in equity, under contract, statute, tort or otherwise, that any Releasing Party now known has or unknown from the beginning has ever had against any of the world to the date of this Agreementrespective Released Parties, which could be made or alleged now or in the future each case, arising out of any covenantmatter, agreementact, rightomission, demand cause or understanding event relating to the Intercompany Agreements, including, but not limited to, any alleged breach thereof (each a the “Claim”, and collectively “Released Claims”), whether any such Claim is derived under or from the Hills Agreement or otherwise, and . This Release it intended by the Parties do hereby specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand against the other which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this Agreement. In furtherance and not in limitation of the foregoing, the Company hereby acknowledges and agrees that Hills is released from any and all obligations to perform any duties or services for or on behalf of the Company in his capacity as a consultant, as an officer (including as the Chief Executive Officer) of the Company, or in any other employment capacity. Notwithstanding anything contained herein to the contrary, Hills hereby reserves and retains and does not hereby general release any Claims consisting of or relating to Hills’ respective rights (a) to receive any payments or benefits under this Agreement, (b) under or with respect to the Released Claims, and, to the fullest extent permitted by law, each Releasing Party irrevocably waives any convertible or other debt instruments owed by rights it may have with respect to the Company to or otherwise held by Hills (including without limit Released Claims under any applicable law that certain $250,000 convertible note), any capital stock in the Company previously acquired or received and currently owned or held by Hills (including without would limit the New Stock effect of this Release to those matters actually known or suspected to exist at the time of execution of this Release, or that would otherwise limit the scope and breadth of this Release in any way. To the fullest extent permitted by law, by granting this Release, each Releasing Party assumes the risk of any mistake of law or fact with respect to the Released Claims and hereby waives any right it may have to seek rescission of this Release by reason thereof. For the avoidance of doubt, nothing in this Section 9.2 is intended to waive any Party’s (as hereinafter defined), or its respective Affiliates’) indemnification obligations under the Prior Stock (as hereinafter defined) or those 230,818 shares of capital stock previously acquired by Hills) and any warrants or options to acquire any capital stock in the Company (including without limit those warrants to acquire 74,083 shares of the Company’s capital stock) in each case as held or owned by Hills or (c) to be indemnified by the Company either as provided hereunder or in conformity with the Company’s bylaws, policies or programs as applicable to its directors, officer, employees or other representatives or to receive benefits or protections available under any liability insurance policy maintained by the CompanyOmnibus Agreement.

Mutual Release and Waiver. As of The Company and the Effective Date Buyer and upon the terms and conditions contained in this Agreementtheir respective predecessors, each of the Parties hereby (i) agrees that the Hills Agreement is terminated and (ii) releases and forever discharges the other andparent corporations, as the case may beholding companies, any and all of the other’s past, present and future subsidiaries, directors, officers, shareholders, principals, employees, affiliates, agents, administrators, attorneys, successors and assigns, and all of their officers, directors and employees each hereby release, cancel, forgive and forever discharge the Seller, each of its predecessors, parent corporations, holding companies, subsidiaries, affiliates, successors and assigns, and all of their officers, directors and employees from any and all actions, causes of actionclaims, covenants, contracts, controversies, agreements, promisesdemands, damages, judgmentsobligations, claims liabilities, controversies and demands executions, of any kind or nature whatsoever, in law or in equity, now whether known or unknown from unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise by any reason including but not limited to causes of actions under the beginning Transaction Documents except for those causes of action that may arise under the provisions of the world to Transaction Documents that survive termination of the date of Transaction Documents, this Agreement, which could be made the transactions contemplated hereunder, the indebtedness, rights, obligations or alleged now or claims underlying the same, at any point in time. Subject to the future arising out of any covenantforegoing, agreement, right, demand or understanding (each a “Claim”, and collectively “Claims”), whether any such Claim is derived under or from the Hills Agreement or otherwise, Company and the Parties do hereby Buyer each does specifically waive any claim or right to assert any cause of action or alleged cause case of action or claim or demand against the other which has, through oversight or error, error intentionally or unintentionally or through a mutual mistake, been omitted from this Agreementrelease. In furtherance The Seller hereby releases, cancels, forgives and not in limitation of the foregoing, the Company hereby acknowledges and agrees that Hills is released from any and all obligations to perform any duties or services for or on behalf of the Company in his capacity as a consultant, as an officer (including as the Chief Executive Officer) of forever discharges the Company, each of its predecessors, parent corporations, holding companies, subsidiaries, affiliates, successors and assigns, and all of their officers, directors and employees from all actions, claims, demands, damages, obligations, liabilities, controversies and executions, of any kind or nature whatsoever, whether known or unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise by reason of the Transaction Documents, except for those causes of action that may arise under provisions of the Transaction Documents that survive termination of the Transaction Documents and those arising in any other employment capacity. Notwithstanding anything contained herein to the contrary, Hills hereby reserves and retains and does not hereby release any Claims consisting of or relating to Hills’ respective rights (a) to receive any payments or benefits under connection with this Agreement, (b) under the indebtedness, rights, obligations or with respect claims underlying the same, at any point in time, and does specifically waive any claim or right to assert any convertible cause of action or other debt instruments owed by the Company to alleged case of action or otherwise held by Hills (including without limit that certain $250,000 convertible note)claim or demand which has, any capital stock in the Company previously acquired through oversight or received and currently owned error intentionally or held by Hills (including without limit the New Stock (unintentionally or through a mutual mistake, been omitted from this release. Notwithstanding this section nothing contained herein shall be construed as hereinafter defined), the Prior Stock (as hereinafter defined) or those 230,818 shares of capital stock previously acquired by Hills) and any warrants or options to acquire any capital stock in the Company (including without limit those warrants to acquire 74,083 shares a release of the CompanySeller’s capital stock) in each case as held or owned by Hills or (c) obligations under this Agreement to be indemnified by the Company either as provided hereunder or in conformity with the Company’s bylaws, policies or programs as applicable to its directors, officer, employees or other representatives or to receive benefits or protections available under any liability insurance policy maintained by the CompanyBuyer.

Mutual Release and Waiver. As (a) Effective upon the Closing, except for claims for Fraud or claims relating to the obligations under this Agreement or any of the Effective Date and upon the terms and conditions contained in this AgreementTransaction Documents (including pursuant to ARTICLE IX hereof), each of Seller, on behalf of itself and each of its respective Affiliates, predecessors, successors, assigns, and other Persons that have or could potentially derive rights through them, on the Parties one hand, and Buyer and the Company and each of their respective Affiliates, predecessors, successors, assigns, and other Persons that have or could potentially derive rights through them (the “Related Parties”) hereby irrevocably waive, release and discharge Buyer (i) agrees that the Hills Agreement is terminated and (ii) releases and forever discharges the other and, as in the case may be, any of Seller) and all Seller (in the case of the other’s past, present Buyer) and future subsidiarieseach of its respective officers, directors, officers, shareholders, principals, employees, affiliatespartners, members, managers, owners, agents, representatives, heirs, beneficiaries, executors, trustees, administrators, attorneys, successors and assigns, assigns (the “Released Persons”) from any and all actionsliabilities, causes debts or obligations to the Related Parties of action, covenants, contracts, controversies, agreements, promises, damages, judgments, claims and demands any kind or nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown. Effective upon the Closing, each of Buyer and Seller and their respective Related Parties hereby expressly waive and release any rights and benefits which Buyer or Seller, as applicable, or any Related Party has or may have under any law or in equity, now known or unknown from the beginning rule of the world any jurisdiction pertaining to the date of this Agreement, which could be made or alleged now or in the future arising out of any covenant, agreement, right, demand or understanding (each a “Claim”, matters released herein and collectively “Claims”), whether any such Claim is derived under or from the Hills Agreement or otherwise, expressly waives and the Parties do hereby specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand against the other which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this Agreement. In furtherance and not in limitation of the foregoing, the Company hereby acknowledges and agrees that Hills is released from releases any and all obligations to perform rights and benefits conferred upon Buyer or Seller, as applicable, or any duties or services for or on behalf Related Party by the provisions of Section 1542 of the Company in his capacity as a consultant, as an officer California Civil Code (including as the Chief Executive Officer) of the Company, or in any other employment capacity. Notwithstanding anything contained herein to the contrary, Hills hereby reserves and retains and does not hereby release any Claims consisting of or relating to Hills’ respective rights (a) to receive any payments or benefits under this Agreement, (b) under or with respect to any convertible or other debt instruments owed by the Company to or otherwise held by Hills (including without limit that certain $250,000 convertible notesimilar Laws), any capital stock in the Company previously acquired or received and currently owned or held by Hills (including without limit the New Stock (which provides as hereinafter defined)follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, the Prior Stock (as hereinafter defined) or those 230,818 shares of capital stock previously acquired by Hills) and any warrants or options to acquire any capital stock in the Company (including without limit those warrants to acquire 74,083 shares of the Company’s capital stock) in each case as held or owned by Hills or (c) to be indemnified by the Company either as provided hereunder or in conformity with the Company’s bylaws, policies or programs as applicable to its directors, officer, employees or other representatives or to receive benefits or protections available under any liability insurance policy maintained by the CompanyWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Mutual Release and Waiver. As of For the Effective Date consideration stated herein, the parties do hereby release, waive and upon the terms discharge as to one another and conditions contained in this Agreementeach other’s agents, each of the Parties hereby (i) agrees that the Hills Agreement is terminated assigns, employees, executors, heirs, successors, directors, officers, and (ii) releases and forever discharges the other andstockholders, as Addendum the case may be, from any and all claims of every kind which either now has, or under any circumstances could have had, against the other arising out of the other’s pastfacts and circumstances alleged or as may have been or be developed or as may have arisen or arise out of the circumstances regarding the amounts due Seller under the Asset Purchase Agreement or any other of the parties’ rights and duties under such Agreement, present and future subsidiaries, directors, officers, shareholders, principals, employees, affiliates, agents, administrators, attorneys, successors all agreements and assigns, from documents related thereto or as exist with respect to any other matter occurring prior to the date hereof and released hereby. The parties acknowledge that this mutual release is in full settlement and satisfaction of any and all actions, causes of actionactions, covenantssuits, contracts, controversies, agreements, promisesclaims, damages, judgments, claims and demands whatsoeverof every kind or nature, in law or in equity, now whether known or unknown from unknown, whether now anticipated or not, as between the beginning of the world parties, including but not limited to, matters in issue relative to the date of above-mentioned agreements. Both parties agree that this Agreement, which could mutual release may be made or alleged now or in the future arising out of pled as a complete defense to any covenant, agreement, right, demand or understanding (each a “Claim”, and collectively “Claims”), whether any such Claim is derived under or from the Hills Agreement or otherwise, and the Parties do hereby specifically waive any claim or right to assert any cause of action or alleged cause of action proceeding which has already been brought, or claim may be brought or demand against the other which hasinstituted for any occurrence or event arising in relation hereto, through oversight by either party or error, intentionally or unintentionally by anyone claiming by or through a mutual mistake, been omitted from this Agreementeither party. In furtherance The parties understand that the terms herein are contractual in nature and not in limitation of the foregoing, the Company hereby acknowledges and agrees that Hills is released from any and all obligations to perform any duties or services for or on behalf of the Company in his capacity as a consultant, as an officer (including as the Chief Executive Officer) of the Company, or in any other employment capacitymere recital. Notwithstanding anything contained herein to the contrary, Hills hereby reserves this mutual release shall not act as a release of any claim of either party based upon and retains arising after the execution of this Addendum agreement by and does not hereby between the parties. No party may claim that this mutual release any Claims consisting of or relating to Hills’ respective rights (a) to receive any payments or benefits releases such party from fulfilling its obligations under this the Asset Purchase Agreement, (b) under or with respect to any convertible or other debt instruments owed as revised by the Company to or otherwise held by Hills (including without limit that certain $250,000 convertible note), any capital stock in the Company previously acquired or received and currently owned or held by Hills (including without limit the New Stock (as hereinafter defined), the Prior Stock (as hereinafter defined) or those 230,818 shares of capital stock previously acquired by Hills) and any warrants or options to acquire any capital stock in the Company (including without limit those warrants to acquire 74,083 shares of the Company’s capital stock) in each case as held or owned by Hills or (c) to be indemnified by the Company either as provided hereunder or in conformity with the Company’s bylaws, policies or programs as applicable to its directors, officer, employees or other representatives or to receive benefits or protections available under any liability insurance policy maintained by the Companythis Addendum agreement.

Mutual Release and Waiver. As In consideration of the full and final settlement of the accrued and unpaid monitoring or management fees contemplated hereby and the concurrent sale of Series A Preferred Stock pursuant to that certain Preferred Stock Purchase Agreement by and between Sagard LP and Iliad Research and Trading, L.P., dated as of the date hereof (the time of the consummation of such sale, the “Effective Date and upon the terms and conditions contained in this AgreementTime”), each of the Parties Company and Sagard, on its own behalf and on behalf of its subsidiaries and controlled affiliates and its and their successors and assigns (collectively referred to as “Releasor”), hereby (i) agrees that the Hills Agreement is terminated and (ii) releases and forever discharges the other andparty and their respective affiliates, as the case may be, any and all of the other’s pasttheir respective equityholders, present and future subsidiariesmembers, managers, partners, officers, directors, officersboard designees, shareholdersboard observers, principalsagents, representatives, employees, affiliates, agents, administrators, attorneys, successors consultants and assignsadvisors (collectively referred to as “Releasee”), from any and all claims, counterclaims, demands, debts, actions, causes of action, covenantssuits, contractsexpenses, controversiescosts, agreements, promisesattorneys’ fees, damages, judgmentsindemnities, claims and demands whatsoeverobligations and/or liabilities of any nature whatsoever (collectively, in law “Released Claims”), whether known or in equityunknown, which Releasor ever had, now known has or unknown hereafter may have against Releasee, by reason of any matter, cause or thing whatsoever from the beginning of the world time to the date of this AgreementRelease, which could be made except as otherwise provided herein, including, but not limited to, the ownership of Series A Preferred Stock, the related certificate of designation, any purchase agreement, monitoring or alleged now consulting agreement, or other documents or agreements related thereto, and/or exercise of contractual, legal and other rights in the future connection therewith. Releasor covenants not to bring any Released Claim, demand or proceeding arising out of or related to any covenantReleased Claim released hereby. For the avoidance of doubt, agreement, right, demand or understanding (each a “Claim”, and collectively “Claims”), whether any such Claim is derived under or from the Hills Agreement or otherwise, and the Parties do hereby specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand against the other which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this Agreement. In furtherance and not in limitation of the foregoing, the Company hereby acknowledges and agrees that Hills is released from any and all obligations to perform any duties or services for or on behalf of the Company in his capacity as a consultant, as an officer (including as the Chief Executive Officer) of the Company, or in any other employment capacity. Notwithstanding anything nothing contained herein to the contrary, Hills hereby reserves and retains and does not hereby shall release any Claims consisting obligations of or relating to Hills’ respective rights (a) to receive any payments or benefits Releasee under this Stock Plan Agreement, (b) under or with respect to any convertible or other debt instruments owed by the Company to or otherwise held by Hills (including without limit that certain $250,000 convertible note), any capital stock in the Company previously acquired or received and currently owned or held by Hills (including without limit the New Stock (as hereinafter defined), the Prior Stock (as hereinafter defined) or those 230,818 shares of capital stock previously acquired by Hills) and any warrants or options to acquire any capital stock in the Company (including without limit those warrants to acquire 74,083 shares of the Company’s capital stock) in each case as held or owned by Hills or (c) to be indemnified by the Company either as provided hereunder or in conformity with the Company’s bylaws, policies or programs as applicable to its directors, officer, employees or other representatives or to receive benefits or protections available under any liability insurance policy maintained by the Company.

Mutual Release and Waiver. As Except with respect to the enforcement and/or performance of this Agreement and subject to the provisions of the Effective Date Second Amendment if and upon to the terms and conditions contained in this Agreementextent entered into between the Parties, each of the Securityholders, for themselves and their respective Affiliates and Representatives on the one hand, and the Buyer for itself and its respective Affiliates and Representatives on the other hand (and it is the intention of the Parties hereby (i) agrees that the Hills Agreement is terminated and (ii) releases foregoing, as well as the provisions of this Agreement, shall bind also any receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers, appointed to any of the Parties, their Affiliates and/or any of their assets), does hereby remise, release, waive and forever discharges the discharge each other and, as the case may be, any and all of the other’s past, present and future subsidiaries, directors, officers, shareholders, principals, employees, affiliates, agents, administrators, attorneys, successors and assigns, from any and all claims, allegations, demands, actions, causes of action, covenantsdisputes, contractsarbitrations and proceedings and all duties, controversies, agreements, promisesdebts, damages, judgmentsliabilities, claims losses, accounts, reckonings, sums of money, expenses, attorneys’ fees, remedies and demands whatsoever, related thereto in law or in equity, now known or unknown from unknown, arising out of or relating to the beginning Option Agreement, the Escrow Agreement and/or the Pledge Agreement, including and without limitation, any rights to enforce the provisions of the world Option Agreement and/or, with respect to the date Securityholders, to make any monetary claims against Buyer and/or its respective Affiliates and Representatives (other than the Company), and/or, with respect to the Buyer, any rights in connection with the ownership and possession of the Company, and the sole and exclusive remedy of the Securityholders and their respective Affiliates and Representatives, and the Buyer and its respective Affiliates and Representatives, pursuant to the Option Agreement, the Escrow Agreement and the Pledge Agreement, shall be as provided in this Agreement. Solely to the extent not inconsistent with the foregoing, the Securityholders retain their rights under the Pledge Agreements, as applicable. Notwithstanding the foregoing, in the event that Buyer, any of its respective Affiliates and Representatives, or any receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers, appointed to Buyer, its Affiliates and/or any of their assets, successfully revokes, pursuant to a final Order of a court or tribunal of competent jurisdiction, the validity and/or enforceability of the return by transfer of the Escrowed Shares to the Trustee and/or the Securityholders in accordance with Section 2, and/or the payment of the Settlement Consideration for the benefit of the Securityholders in accordance with Section 3, in accordance with the provisions of this Agreement, which could be made or alleged now or in then the future arising out of any covenant, agreement, right, demand or understanding (each a “Claim”, and collectively “Claims”), whether any such Claim is derived under or from the Hills Agreement or otherwise, and the Parties do hereby specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand against the other which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this Agreement. In furtherance and not in limitation of the foregoing, the Company hereby acknowledges and agrees that Hills is released from any and all obligations to perform any duties or services for or on behalf of the Company in his capacity as a consultant, as an officer (including as the Chief Executive Officer) of the Company, or in any other employment capacity. Notwithstanding anything contained herein to the contrary, Hills hereby reserves and retains and does not hereby foregoing release any Claims consisting of or relating to Hills’ respective rights (a) to receive any payments or benefits under this Agreement, (b) under or with respect to any convertible or other debt instruments owed by the Company to or otherwise held by Hills (including without limit that certain $250,000 convertible note)Securityholders, any capital stock in the Company previously acquired or received their respective Affiliates and currently owned or held by Hills (including without limit the New Stock (as hereinafter defined)Representatives, the Prior Stock (as hereinafter defined) or those 230,818 shares of capital stock previously acquired by Hills) and any warrants or options to acquire any capital stock in the Company (including without limit those warrants to acquire 74,083 shares of the Company’s capital stock) in each case as held or owned by Hills or (c) to be indemnified by the Company either as provided hereunder or in conformity with the Company’s bylaws, policies or programs as applicable to its directors, officer, employees or other representatives or to receive benefits or protections available under any liability insurance policy maintained by the Companyshall not apply.

Mutual Release and Waiver. As Except for (a) those obligations stated in this Termination Agreement which, by their terms, are intended to continue beyond the termination of the Lease, and (b) claims by a third party unrelated to Landlord arising or accruing prior to the Effective Date as to which Landlord does not have actual knowledge prior to the date of this Termination Agreement, effective as of the Effective Date each party hereto, for itself and upon the terms and conditions contained in this Agreement, each of the Parties hereby (i) agrees that the Hills Agreement is terminated and (ii) releases and forever discharges the other and, as the case may be, any and all of the other’s its respective past, present and future predecessors, successors, subsidiaries, parents, assigns, agents, representatives, partners, officers, managers, directors, shareholders, members, employees, administrators, trustees and attorneys hereby fully and forever remises, releases, relinquishes, waives and discharges the other party hereto, and all of its past, present and future predecessors, successors, subsidiaries, parents, assigns, agents, representatives, partners, officers, managers, directors, shareholders, principalsmembers, employees, affiliates, agents, administrators, attorneys, successors trustees and assigns, attorneys of and from any and all actions, causes of action, rights, liabilities, obligations, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, leases, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, and claims and demands whatsoever, of whatever kind or nature in law or in equity, whether now known or unknown from the beginning of the world to the date of this Agreementunknown, vested or contingent, suspected or unsuspected, which could be made said party may now have, ever had or alleged now or in the future arising out of any covenant, agreement, right, demand or understanding (each a “Claim”, and collectively “Claims”), whether any such Claim is derived under or from the Hills Agreement or otherwise, and the Parties do hereby specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand will have against the other party which hasin any way relates, through oversight directly or errorindirectly, intentionally to the Lease or unintentionally the Premises. The foregoing release constitutes a general release by each party. Each party further waives any right which it may have under any provision of applicable law which provides that a general release does not extend to claims which the releasor does not know or through a mutual mistakesuspect to exist in its favor at the time of executing this general release. The term “actual knowledge” of Landlord as used in this Paragraph 4 shall refer only to the actual knowledge of current personnel of Xxxxx Management Company, Inc., an affiliate of Landlord, who have been omitted from this Agreement. In furtherance and not directly involved in limitation the management of the foregoing, the Company hereby acknowledges and agrees that Hills is released from any and all obligations to perform any duties or services for or on behalf of the Company in his capacity as a consultant, as an officer (including as the Chief Executive Officer) of the Company, or in any other employment capacity. Notwithstanding anything contained herein Landlord’s business relating to the contrary, Hills hereby reserves and retains and does not hereby release any Claims consisting of or relating to Hills’ respective rights (a) to receive any payments or benefits under this Agreement, (b) under or with respect to any convertible or other debt instruments owed by the Company to or otherwise held by Hills (including without limit that certain $250,000 convertible note), any capital stock in the Company previously acquired or received and currently owned or held by Hills (including without limit the New Stock (as hereinafter defined), the Prior Stock (as hereinafter defined) or those 230,818 shares of capital stock previously acquired by Hills) and any warrants or options to acquire any capital stock in the Company (including without limit those warrants to acquire 74,083 shares of the Company’s capital stock) in each case as held or owned by Hills or (c) to be indemnified by the Company either as provided hereunder or in conformity with the Company’s bylaws, policies or programs as applicable to its directors, officer, employees or other representatives or to receive benefits or protections available under any liability insurance policy maintained by the CompanyPremises.

Mutual Release and Waiver. As In consideration of the Effective Date agreements contained herein : (a) Purchaser and upon Seller agree that the terms discussions between them respecting the possible investment by Purchaser in Digeo and conditions contained in this its possible performance of services on behalf of Digeo have terminated without agreement and that, assuming consummation of the Asset Purchase Agreement, Purchaser will lack the resources to perform such services; (b) effective concurrently with the execution of this Agreement each of the Parties Seller and Purchaser hereby (i) agrees that the Hills Agreement is terminated waives any and (ii) all claims and releases and forever discharges the other andand their respective officers, directors, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives from any and all demands, debts, issues, causes of action and liabilities, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, then existing or thereafter arising, that are based in whole or part on any act, omission or other fact or circumstances relating to Purchaser's right (if any) to acquire an equity interest in Digeo and its obligation to pay approximately Two Million Five Hundred Thousand Dollars ($2,500,000), or Purchaser's right or obligation to perform services on behalf of Digeo, including, without limiting the generality of the foregoing, those arising in connection with any written or oral communications between Seller and Purchaser, or between any of Seller or Purchaser and any other person or entity, or the actions of Seller, or Purchaser, as the case may be, any and all of the other’s past, present and future subsidiariesor their officers, directors, officers, shareholders, principals, employees, affiliatesattorneys, agents, administratorsaffiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, successors and agents, affiliates, successors, assigns, from heirs and representatives) successors, assigns, heirs and representatives in connection with any and all actions, causes of action, covenants, contracts, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, in law or in equity, now known or unknown from the beginning of the world foregoing (collectively, the "Released Matters"); provided, however, that nothing contained in the foregoing ---------------- -------- ------- release and waiver shall be applicable to the date parties' respective rights and obligations with respect to any act, omission or other occurrence not relating to the Released Matters and (c) Seller and Purchaser acknowledge and agree that, effective concurrently with the execution of this Agreement, which could be made Purchaser shall have no right or alleged now obligation to acquire any equity interest in Digeo or in the future arising out of any covenant, agreement, right, demand or understanding (each a “Claim”, and collectively “Claims”), whether any such Claim is derived under or from the Hills Agreement or otherwise, and the Parties do hereby specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand against the other which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this Agreement. In furtherance and not in limitation of the foregoing, the Company hereby acknowledges and agrees that Hills is released from any and all obligations to perform any duties or services for or on behalf of Digeo (the Company in his capacity "Waived Matters") and none of Seller, Digeo or Charter or their respective officers, directors, shareholders, employees, attorneys, agents, affiliates, successors, assigns, heirs, or representatives shall have any obligation to HSA as a consultant, as an officer (including as the Chief Executive Officer) result of the Company, or in any other employment capacity. Notwithstanding anything contained herein to the contrary, Hills hereby reserves and retains and does not hereby release any Claims consisting of or relating to Hills’ respective rights (a) to receive any payments or benefits under this Agreement, (b) under or with respect to any convertible or other debt instruments owed by the Company to or otherwise held by Hills (including without limit that certain $250,000 convertible note), any capital stock in the Company previously acquired or received and currently owned or held by Hills (including without limit the New Stock (as hereinafter defined), the Prior Stock (as hereinafter defined) or those 230,818 shares of capital stock previously acquired by Hills) and any warrants or options to acquire any capital stock in the Company (including without limit those warrants to acquire 74,083 shares of the Company’s capital stock) such Waived Matters; in each case as held or owned by Hills or (c) to be indemnified by without further action on the Company either as provided hereunder or in conformity with the Company’s bylaws, policies or programs as applicable to its directors, officer, employees or other representatives or to receive benefits or protections available under any liability insurance policy maintained by the Companypart of Seller and/or Purchaser.