Common use of Mutual Release Clause in Contracts

Mutual Release. (a) The Shareholder, solely in such capacity as a Shareholder of the Company, hereby releases and discharges Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives) from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which the Shareholder, solely as a result of the Shareholder’s status as a Shareholder of the Company, had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Shareholder may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 or otherwise for breach of the Merger Agreement. (b) Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Company, from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Parent may have against the Shareholder for breach of this Agreement. (c) With respect to the release under this Section 5.12, Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of Section 1542 of the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and any rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. (a) The ShareholderParties, solely in such capacity as a Shareholder on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the Companyforegoing, hereby releases affiliates and discharges Parentassigns, the Company, the Surviving Corporation and its and their respective past, present, and future officers, directors, employeesshareholders, interest holders, members, partners, attorneys, agents, attorneysemployees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns (and the respective heirsits and their past, executorspresent, administrators, representatives, successors and assigns of such future officers, directors, employeesshareholders, interest holders, members, partners, attorneys, agents, attorneys employees, managers, representatives, assigns and representatives) from any successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, sums of moneypenalties, controversiesfees, agreementswages, promisesmedical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, judgments, claims and demands of any nature whatsoever, at law known or in equityunknown, which the Shareholdereither Party has, solely as a result of the Shareholder’s status as a Shareholder of the Company, had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Shareholder may have had, against the Parent other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for failure any acts or omissions related to pay or arising from the purchase price Debt. This Agreement resolves any claim for the Shares tendered pursuant to Section 1.3 or otherwise relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of the Merger Agreement. (b) Parentcontract, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Company, from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, bad faith damages, judgmentsreliance damages, claims liquidated damages, damages for humiliation and demands whatsoeverembarrassment, at law punitive damages, costs and attorneys fees related to or in equity, which Parent, arising from the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Parent may have against the Shareholder for breach of this AgreementDebt. (c) With respect to the release under this Section 5.12, Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of Section 1542 of the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and any rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. Upon the Closing Date, (a) The ShareholderSeller shall, solely in such capacity as a Shareholder on behalf of the Companyitself and each of its predecessors, hereby releases successors, present and discharges Parentformer affiliates, the Companysubsidiaries, the Surviving Corporation and their respective parents, assigns, officers, directors, employeesstockholders, agentspartners, attorneysmanagers, representativesmembers, successors employees and assigns agents and each and all of their respective affiliates and subsidiaries (collectively, the “Seller Related Parties”) release and the forever discharge Buyer and its respective heirspredecessors, executorssuccessors, administratorspresent and former affiliates, representativessubsidiaries, successors and assigns of such parents, assigns, officers, directors, employeesstockholders, agentspartners, attorneys managers, members, employees and representativesagents and each and all of their respective affiliates and subsidiaries (collectively, the “Buyer Related Parties”) from any and all claims, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, controversies, agreements, promises, damages, (whether compensatory, punitive, statutory, interest, costs, attorneys’ fees or otherwise), judgments, claims executions, claims, counterclaims, demands, and demands whatsoeverother forms of liability howsoever denominated, whether at law or in equity, whether based on contract, tort, statute or otherwise (collectively, the “Released Claims”), which each and all of the ShareholderSeller Related Parties now owns or holds, solely has at any time heretofore owned or held or may hereafter own or hold against any one or more of the Buyer Related Parties as a result of, arising out of or relating in any way to the Shareholder’s status as a Shareholder of the Company, had or now has as of the date of this Company Operating Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Shareholder may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 or otherwise for breach of the Merger Management Agreement. (b) Parent, the Company, the Surviving Corporation Subsidiaries or the Property and their respective any other lease, license, agreement, arrangement or understanding (whether written or otherwise) in any way related to or arising out of the foregoing (collectively, the “Property-Related Obligations”) and (b) Buyer shall, on behalf of itself and its predecessors, successors, present and former affiliates, subsidiaries, parents, assigns, officers, directors, employeesstockholders, agentspartners, attorneysmanagers, representativesmembers, successors employees and assigns agents and each and all of their respective affiliates and subsidiaries (and collectively, the respective heirs“Buyer Related Parties”), executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and forever discharge Shareholdereach and all of the Seller Related Parties from the Released Claims which each and all of the Buyer Related Parties now owns or holds, solely in such capacity has at any time heretofore owned or held or may hereafter own or hold against any one or more of the Seller Related Parties as a Shareholder result of, arising out of or relating in any way to the Company, from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which ParentProperty-Related Obligations. Notwithstanding the foregoing, the Company, term “Released Claims” shall not include any claims arising out of obligations under this Agreement. The releases described this Section 11 shall be self-operative upon the Surviving Corporation Closing and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and shall not require the respective heirs, executors, administrators, representatives, successors and assigns execution of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of the date any additional instrument. The provisions of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, Section 11 shall survive the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Parent may have against the Shareholder for breach of this AgreementClosing. (c) With respect to the release under this Section 5.12, Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of Section 1542 of the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and any rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. (a) The Shareholder, solely in such capacity as a Shareholder In consideration of the Companycovenants, hereby releases agreements and discharges Parentundertakings of the parties hereunder, effective upon the CompanyEffective Date, the Surviving Corporation each of Xxxx Park and Xxxxxxxxx, on behalf of itself, its predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, Affiliates and assigns, and its and their respective past, present and future officers, directors, employeesstockholders, interest holders, Principals, attorneys, agents, attorneysemployees, managers, representatives, assigns and successors in interest, and all Persons acting by, through, under or in concert with them, and each of them (each such party, in such capacity, a “Xxxxxxxxx Releasor”), hereby release and discharge the Company, together with its predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, Affiliates and assigns (and the respective heirsits and their past, executors, administrators, representatives, successors present and assigns of such future officers, directors, employeesstockholders, interest holders, Principals, attorneys, agents, attorneys employees, managers, representatives, assigns and representatives) from any successors in interest, and all Persons acting by, through, under or in concert with them, and each of them (each such party, in such capacity, a “Company Releasee”), from all known and unknown charges, complaints, claims (including, without limitation, any derivative or class action claims), grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, sums of moneypenalties, controversiesfees, agreementswages, promisesmedical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred) and punitive damages, judgments, claims and demands of any nature whatsoever, at law known or in equityunknown, which either such Xxxxxxxxx Releasor has, or may have had, against any Company Releasee, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from (i) the Shareholder, solely as Xxxx Park Purchase Agreement or (ii) any other actions or omissions of a result of Company Releasee prior to the Shareholder’s status as a Shareholder of date hereof and relating to the Company. Each Xxxxxxxxx Releasor further agrees that, had following the Effective Date, it shall not initiate or now has as participate in any lawsuit or other legal proceeding (including but not limited to any derivative claim or suit or any class action), or to instigate, encourage or assist any third party (including but not limited to forming a “group” with any such third party) or to enter into any discussions or agreements with any third party with respect to any lawsuit or other legal proceeding (including any derivative claim or suit or any class action), related to or arising from (i) the Xxxx Park Purchase Agreement or (ii) any other actions or omissions of a Company Releasee prior to the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, hereof and relating to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Shareholder may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 or otherwise for breach of the Merger AgreementCompany. (b) ParentIn consideration of the covenants, agreements and undertakings of the parties hereunder, effective upon the Effective Date, the Company, the Surviving Corporation on behalf of itself, its predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, Affiliates and assigns, and its and their respective past, present and future officers, directors, employeesstockholders, interest holders, Principals, attorneys, agents, attorneysemployees, managers, representatives, assigns and successors in interest, and all Persons acting by, through, under or in concert with them, and each of them (each such party, in such capacity, a “Company Releasor”), hereby release and discharge each of Xxxx Park and Xxxxxxxxx, together with its predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, Affiliates and assigns (and the respective heirsits and their past, executors, administrators, representatives, successors present and assigns of such future officers, directors, shareholdersstockholders, interest holders, Principals, attorneys, agents, employees, agentsmanagers, attorneys representatives, assigns and representatives) hereby release successors in interest, and discharge Shareholderall Persons acting by, solely through, under or in concert with them, and each of them (each such party, in such capacity as capacity, a Shareholder of the Company“Xxxxxxxxx Releasee”), from all known and unknown charges, complaints, claims (including, without limitation, any and all derivative or class action claims), grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, sums of moneypenalties, controversiesfees, agreementswages, promisesmedical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred) and punitive damages, judgments, claims and demands of any nature whatsoever, at law known or in equityunknown, which Parenteither such Company Releasor has, or may have had, against any Xxxxxxxxx Releasee, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from (i) the Xxxx Park Purchase Agreement or (ii) any other actions or omissions of a Xxxxxxxxx Releasee prior to the date hereof and relating to the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Parent may have against the Shareholder for breach of this Agreement. (c) With respect This Agreement resolves any claim for relief that is, or could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys’ fees related to or arising from any of the release under this matters set forth in Section 5.12, Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable10(a) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of Section 1542 of the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives10(b), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and any rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. (a) a. The ShareholderParties, solely in such capacity as a Shareholder on behalf of themselves their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the Companyforegoing, hereby releases affiliates and discharges Parentassigns, the Company, the Surviving Corporation and its and their respective past, present, and future officers, directors, employeesshareholders, interest holders, members, partners, attorneys, agents, attorneysemployees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Parties, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, insurers companies, under common control with any of the foregoing, affiliates and assigns (and the respective heirsits and their past, executorspresent, administrators, representatives, successors and assigns of such future officers, directors, employeesshareholders, interest holders, members, partners, attorneys, agents, attorneys employees, managers, representatives, assigns and representatives) from any successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, tort claims, personal injury claims, actions, causes of action, suits, rights, demands, costs, losses, debts, sums of moneypenalties, controversiesfees, agreementswages, promisesmedical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, judgments, claims and demands of any nature whatsoever, at law known or in equityunknown, which the ShareholderParties have, solely as a result of the Shareholder’s status as a Shareholder of the Company, had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Shareholder may have had, against the Parent other Parties, whether or not apparent or yet to be discovered, or which may hereafter develop, for failure any acts or omissions related to pay or arising between the purchase price Parties regarding the Project and/or the Litigation. b. This Agreement resolves any claim for the Shares tendered pursuant to Section 1.3 or otherwise relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of the Merger Agreement. (b) Parentcontract, the Companytort damages, the Surviving Corporation personal injury damages, bad faith damages, reliance damages, liquidated damages, punitive damages, costs and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Company, ’ fees related to or arising from any claims amongst the Parties and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Parent may have against the Shareholder for breach of this Agreement. (c) With respect limited to the release under this Section 5.12, Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of Section 1542 of the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and any rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12Project.

Mutual Release. (a) The Shareholder, solely in such capacity Effective as a Shareholder of the CompanyClosing (but only if the Closing actually occurs), hereby releases except for any rights or obligations under this Agreement and discharges Parentthe other Transaction Agreements (and/or any rights in respect of employment Taxes and/or social security contributions and/or statutory rights in respect of any secondary Tax Liabilities), Buyer, on behalf of itself and each of its Subsidiaries (including the CompanyCompanies), on the Surviving Corporation one hand, and Seller, on behalf of itself and each of its Subsidiaries, on the other hand, and each of its and their respective past, present and/or future officers, directors, employees, agents, attorneysgeneral or limited partners, representativesmanagers, successors management companies, members, advisors, stockholders, equity holders, controlling Persons, other representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, as applicable, the “Releasing Parties”), hereby irrevocably and assigns unconditionally releases and forever discharges Seller and its Affiliates (other than the Companies), in the case of Buyer, and Buyer and its Affiliates (including the Companies), in the case of Seller, and each of the foregoing’s respective heirspast, executors, administrators, representatives, successors and assigns of such present or future officers, directors, employees, agents, attorneys general or limited partners, managers, management companies, members, advisors, stockholders, equity holders, controlling Persons, other representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, as applicable, the “Released Parties”) of and representatives) from any and all claims, actions, causes of action, suits, debtsProceedings, sums of money, controversies, agreements, promises, damagesexecutions, judgments, duties, debts, dues, accounts, bonds, Contracts and covenants (whether express or implied), and claims and demands whatsoever, at whatsoever whether in law or in equityequity (whether based upon contract, tort or otherwise) which the Shareholder, solely as a result Releasing Parties may have against each of the Shareholder’s status as a Shareholder Released Parties, now or in the future, in each case, in respect of the Companynegotiation, had execution or now has as of the date performance of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company Agreement or the Surviving Corporationtransactions contemplated by this Agreement (including any representation or warranty made in connection with, or as an inducement to a party’s entry into this Agreement) or any other Transaction Agreement or the transactions contemplated by any such other Transaction Agreement; provided, however, that nothing contained in this ‎Section 5.14 shall release shall not cover any claims the Shareholder may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 waive, discharge, relinquish or otherwise for breach affect the rights or obligations of the Merger any Person under this Agreement or any other Transaction Agreement. (b) Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Company, from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Parent may have against the Shareholder for breach of this Agreement. (c) With respect to the release under this Section 5.12, Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of Section 1542 of the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and any rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. (a) The ShareholderEffective as of the Closing Date and the payment of the entire Purchase Price by the Purchaser to the Sellers, solely in such capacity as a Shareholder the Purchaser, each of the Sellers, and the Company, hereby releases and discharges Parent, the Company, the Surviving Corporation for each of them and their respective respective, as applicable, successors, legal representatives, assigns and all persons claiming by, through or under them, and each of their respective, as applicable, members, parent, subsidiary and/or affiliated companies or entities, shareholders, officers, directors, partners, members, employees, agents, attorneysrepresentatives and attorneys of all of the foregoing, and their respective successors, legal representatives, successors assigns and assigns all persons claiming by, through or under any of them (collectively, "Representatives"), do hereby release, acquit and the forever discharge each other and their respective heirs, executors, administrators, representatives, successors Representatives from and assigns of such officers, directors, employees, agents, attorneys and representatives) from against any and all claims, manner of actions, causes of action, suits, debts, dues, sums of moneymoney owed to them, controversiescompensation, agreementscommissions, promisescovenants, costs, judgments, damages, judgmentsand claims, claims demands and demands whatsoeveractions of whatever nature or kind, at in law or in equityequity (collectively, the "Claims") which any of them now have or had or may ever have against each other and all of their respective Representatives, singularly or in combination, on account of, arising out of, or in connection with any matter, transaction, act, omission or other involvement of whatever nature or kind from the beginning of time through the end of time, which in any way relate to (a) the Shareholder, solely as a result of Sellers' investment and membership in the Shareholder’s status as a Shareholder of Mall Owner and the Company, had (b) any and all rights and obligations under the current or now has as any former Operating Agreements for the Mall Owner or the Company, (c) any and all rights and obligations under any other agreements or understandings relating to the Seller's investment in and ownership of the date Mall Owner's or the Company's business or assets, including without limitation any and all financial reporting and accounting matters associated therewith, (d) the transfer of this Agreementthe Interests, upon or by reason of (e) any matter, cause or thing whatsoever relatingother matters, directly or indirectly, relating to Parentany of the foregoing, or (f) matters relating to this Agreement, except for any obligations set forth in this Agreement which are expressly intended to survive the Closing Date or expressly intended to occur after the Closing Date. Each of the Purchaser, the Company or Sellers and the Surviving Corporation; providedCompany, howeveras of the Closing Date agree to indemnify and hold the other and all of its respective Representatives harmless, that this release shall not cover any claims including without limitation, the Shareholder may have against the Parent for failure obligation to pay the purchase price for the Shares tendered pursuant to Section 1.3 or otherwise for breach other's legal fees and expenses arising out of any Claims made in violation of the Merger release and indemnity provisions contained in this section of the Agreement. (b) Parent. Not in limitation of the foregoing, but as further illustration, each of the Purchaser, the CompanySellers and the Company covenant and agree, as of the Surviving Corporation Closing Date for and on behalf of each of them and their respective officersRepresentatives, directorsto forever refrain from instituting, employeesprosecuting, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Company, from asserting or otherwise pursuing or pressing against each other any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, Claims which Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of the date are released hereby. The terms of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, section are intended to Parent, survive the Company or the Surviving Corporation; provided, however, that this Closing forever. The foregoing mutual release shall not cover any claims the Parent may have against the Shareholder for breach contained in Section 8 of this Agreement.Agreement is not intended to terminate or release any obligations under the following agreements: (c) With respect a. The Ring Road Agreement attached to this Agreement as Exhibit B; and, b. Various declarations of restrictions, curb cut and access maintenance agreements and sign easement agreements relating to real estate adjacent to the release under this Section 5.12, Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of Section 1542 of the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and any rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12Center.

Mutual Release. (a) The Shareholder, solely in such capacity as a Shareholder In consideration of the Companycovenants, hereby releases agreements, and discharges Parentundertakings of the Parties under this Termination and Release Agreement, effective upon the Companyreceipt of payment by Generating Alpha Ltd. of the Termination Payment, the Surviving Corporation each Party, on behalf of itself and their its respective present and former parents, subsidiaries, affiliates, officers, directors, employeesshareholders, agentsmembers, attorneyssuccessors, representatives, successors and assigns (collectively, "Releasors") hereby releases, waives, and forever discharges the other Party and its respective heirspresent and former, executorsdirect and indirect, administratorsparents, representativessubsidiaries, successors and assigns of such affiliates, employees, officers, directors, employeesshareholders, members, agents, attorneys representatives, permitted successors, and permitted assigns predecessors, agents, subrogees, insurers, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, partnership, corporation, investment vehicle, fund or other entity managed or controlled by the Parties (collectively, "Releasees") of and from any and all claims, actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, including all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), complaints, defenses, debts, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments and demands of any nature whatsoever, at in law or in equity, known or unknown, of any kind, or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, (collectively, "Claims"), which the Shareholderany of such Releasors ever had, solely as a result now have, or hereafter can, shall, or may have against any of the Shareholder’s status as a Shareholder of the Companysuch Releasees for, had or now has as of the date of this Agreementupon, upon or by reason of any matter, cause cause, or thing whatsoever relatingfrom the beginning of time through the date of this Termination and Release Agreement arising out of or relating to the Transaction Documents, directly or indirectlyexcept for any Claims relating to rights and obligations preserved by, to Parentcreated by, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Shareholder may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 or otherwise for breach arising out of the Merger this Termination and Release Agreement. (b) ParentEach Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 4, and which, if known at the time of signing this Termination and Release Agreement, may have materially affected this Termination and Release Agreement and such Party's decision to enter into it and grant the release contained in this Section 4. Nevertheless, the CompanyReleasors intend to fully, the Surviving Corporation finally, and their respective officersforever settle and release all Claims that now exist, directorsmay exist, employeesor previously existed, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and discharge Shareholder, solely as set out in such capacity as a Shareholder of the Company, from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Parent may have against the Shareholder for breach of this Agreement. (c) With respect to the release under contained in this Section 5.124, Parentwhether known or unknown, on behalf of itselfforeseen or unforeseen, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives)or suspected or unsuspected, and the Shareholderrelease given herein is and will remain in effect as a complete release, on behalf of himself, herself notwithstanding the discovery or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of Section 1542 of the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns existence of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself additional or itself (as applicable) and the Shareholder’s affiliates, also different facts. The Releasors hereby waive the benefits of, and any rights right or Claim that might arise as a result of such party may have under, any statute different or common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12additional Claims or facts.

Mutual Release. (a) The ShareholderAs part of this Mutual Release, solely in such capacity as a Shareholder it is the desire and intention of the Company, hereby releases and discharges Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives) from Parties to eliminate any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoeverpotential claims of the Parties against, at law or in equitybetween, which the Shareholdereach other made in, solely relating to, or that arose as a result of the Shareholder’s status as a Shareholder Consulting Agreement, or any issues related thereto. Therefore, the Parties forever waive, generally release and discharge each other, and all of the Companyparent, had or now has subsidiary, and related corporations and entities, past, present, and future, and each of them, as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Shareholder may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 or otherwise for breach of the Merger Agreement. (b) Parent, the Company, the Surviving Corporation and well as their respective officerspartners, directors, employeesofficers, members, managers, shareholders, agents, employees and attorneys, representativespast, successors present, and assigns (future, and the respective heirs, executors, administrators, representatives, successors and assigns each of such officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Companythem, from any and all claims, actionsdemands, damages, losses, liabilities, payment obligations, causes of action, suitscosts, debtsexpenses, sums and attorney’s fees, of moneywhatever kind or nature, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relatingrelated, directly or indirectlyindirectly to, or arising out of Xx. Xxxxxxxxxx’x service on the Company’s Board, or any issues related thereto, whether known or unknown, fixed or contingent, accrued or not accrued, matured or not yet matured, asserted or unasserted, whether suspected or unsuspected, and which they now own or hold, or have owned or held at any time prior to Parentexecution of this Mutual Release. It is an express condition of and part of the consideration of this Mutual Release, and it is the Company or intention of the Surviving Corporation; provided, however, Parties that this release shall be effective as to bar each and every claim, demand, damages, loss, liability, payment obligation, cause of action, cost, expense, and attorney’s fees arising out of the Agreement, prior to the execution of this Mutual Release. The Parties acknowledge that the signatories hereto have, in fact, relied on this mutual waiver and general release as a condition to entering into this Mutual Release, and they expressly consent that this mutual waiver and general release shall be given full force and effect according to all of its provisions, including those that relate to unknown or unsuspected claims, demands, damages, losses, liabilities, causes of action, costs, expenses and attorney’s fees. This Mutual Release does not cover release claims for any claims the Parent may have against the Shareholder for breach of this AgreementMutual Release. (c) With respect to the release under this Section 5.12, Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of Section 1542 of the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and any rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. The Parties have agreed to fully and finally compromise and settle, for good and valuable consideration, the controversies and disputes between them as asserted or which could have been asserted directly or indirectly solely in connection with the Violations and/or Sears Violations. In exchange for the Parties’ dismissal of all currently pending claims, all claims that could have been brought to date, and/or future claims arising out of the Fire, which accrued prior to the date of this Agreement, and the consideration provided for under this Agreement, the Parties agree to mutually release and give up any and all claims and rights which they have or may have against each other, whether known or unknown. This release shall preclude and prohibit the Township from issuing any further notices of violations or orders to pay in connection with the Fire to the Parties and/or Kruvant and/or sub-tenants of Sears, or associated third-parties thereof, who lease or otherwise occupy the Premises and/or the Kmart-related Stores. (a) The ShareholderParties hereby knowingly and voluntarily release and forever discharge the other Parties, solely in such capacity as a Shareholder for itself, successors, and assigns and each of the Company, hereby releases and discharges Parent, the Company, the Surviving Corporation and their respective its officers, directors, employeesmanagers, members, shareholders, subsidiaries and affiliates, and hereby further release, remise and forever discharge the other Parties and their respective predecessors, successors, assigns, managers, shareholders, representatives, parent corporations, subsidiaries, affiliates, agents, servants, employees, attorneys, representativesconsultants, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employeeseach in their corporate and individual capacities, agentsfrom any and all claims or causes of action, attorneys counterclaims and representativescross-claims arising out of or in any way related to the Violations and/or Sears Violations as set forth in this Agreement. (b) from This Agreement specifically and generally includes any and all claims, actionsviolations, counterclaims, cross-claims, causes of action, suits, debts, sums of money, accounts, reckonings, covenants, contracts, controversies, affirmative defenses, agreements, promises, rights, variances, trespasses, damages, judgments, executions, claims, demands, and liabilities of any kind (upon any legal or equitable theory, whether contractual, common law, statutory, federal, state, local or otherwise, and including, but not limited to, any claims for attorneys’ fees, costs and demands disbursements of any kind), whether known or unknown whatsoever, at law or in equity, which the Shareholder, solely as a result that each of the Shareholder’s status as a Shareholder of the CompanyParties ever had, had now have, or now has as of the date of this Agreementhereafter can, upon shall, or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, may claim to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Shareholder may have against another Party solely in connection with the Parent for failure to pay Fire at the purchase price for the Shares tendered pursuant to Section 1.3 or otherwise for breach of the Merger AgreementProperty. (bc) ParentWithout limiting the generality of the foregoing set forth above, the Company, the Surviving Corporation Parties and each of their respective officers, directors, employeesmanagers, members, shareholders, subsidiaries and aff iliates, hereby further release, remise and forever discharge the other Parties and their respective predecessors, successors, assigns, managers, shareholders, representatives, parent corporations, subsidiaries, affiliates, agents, servants, employees, attorneys, representativesconsultants, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys each in their corporate and representatives) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Companyindividual capacities, from any and all claims, actions, claims or causes of action, suits, debts, sums action arising out of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equityany way related to the Violations and/or Sears Violations issued to Telgian and Sears by the Township solely in connection with the Fire at the Property. (d) No other parties, which Parentexcept Telgian, Sears, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (Kmart-related Stores and the respective heirsTownship, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of shall be deemed subject to the date terms of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, . This Agreement shall be deemed to Parent, apply only to Telgian and Sears and the Company or the Surviving Corporation; provided, however, that this release Violations and/or Sears Violations issued to them. This Agreement shall not cover operate so as to release any other party, entity or individual which has previously or may in the future receive Notices of Violation and Orders to Pay Penalty in connection with and arising out of the Fire at the Property. (e) This Agreement expressly includes any and all past and present claims arising from the Parent may have beginning of time to the date hereof by any Party against another Party, solely in connection with and arising out of the Shareholder for breach of Violations and/or Sears Violations and/or the Fire at the Property, about which the Parties do not know or suspect to exist in their favor, whether through ignorance, oversight, error, negligence or otherwise, and which, if known, would materially affect the Parties’ decision to enter into this Agreement. (c) With respect to the release under this Section 5.12, Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of Section 1542 of the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and any rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. (a) The Shareholder, solely in such capacity as a Shareholder of the Company, hereby releases and discharges Parenton behalf of itself, the Company, the Surviving Corporation its subsidiaries and their respective officerssuccessors, assigns, and other legal representatives, hereby, jointly and severally, absolutely, unconditionally and irrevocably releases, remises and forever discharges the Investors, their successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, employees, agentsofficers, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys agents and representatives) from any other representatives (the Investors and all claimssuch other parties being hereinafter referred to collectively as the “Investor Releasees” and individually as an “Investor Releasee”), of and from all demands, actions, causes of action, suits, debtscovenants, sums of moneycontracts, controversies, agreements, promises, damagessums of money, judgmentsaccounts, claims bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands whatsoeverand liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law or and in equity, which the Shareholder, solely as a result of the Shareholder’s status as a Shareholder of the Company, had its subsidiaries, or any of their respective successors, assigns, or other legal representatives may now has as or hereafter own, hold, have or claim to have against the Investor Releasees or any of the date of this Agreementthem for, upon upon, or by reason of any matternature, cause or thing whatsoever relatingwhich arises at any time on or prior to the Effective Date, directly for or indirectlyon account of, to Parentor in relation to, or in any way in connection with the Company or Note Documents, as amended and supplemented through the Surviving Corporation; provided, however, that this release shall not cover any claims the Shareholder may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 or otherwise for breach of the Merger AgreementEffective Date. (b) Parent, Subject to the Company’s obligations pursuant to Section 2 hereof, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and discharge Shareholder, solely in such capacity as a Shareholder each of the Company, from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Parent may have against the Shareholder for breach of this Agreement. (c) With respect to the release under this Section 5.12, ParentInvestors, on behalf of itself, its subsidiaries and its respective successors, assigns, and other legal representatives, hereby, releases, remises and forever discharges the Company, its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, directors, officers, employees, agents and other representatives (the Company and all such other parties being hereinafter referred to collectively as the Surviving Corporation “Company Releasees” and their respective officersindividually as a “Company Releasee”), directorsof and from all Claims of every name and nature, employeesknown or unknown, agentssuspected or unsuspected, attorneysboth at law and in equity, representativeswhich such Investors, successors or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Company Releasees or any of them for, upon, or by reason of any nature, cause or thing whatsoever which arises at any time on or prior to the Effective Date, for or on account of, or in relation to the amount of principal, accrued interest, prepayment premiums, fees, costs and assigns other expenses payable to the Investors prior to and including the date hereof. (c) Except as set forth in Section 2 above, each of the Investors and the respective heirsCompany, executorsfor itself and its representatives and assigns, administratorsunderstands, representativesacknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, successors and assigns suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such officersrelease. (d) Except as set forth in Section 2 above, directors, employees, agents, attorneys and representatives), each of the Investors and the ShareholderCompany, on behalf for itself and its representatives and assigns, agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final and unconditional nature of himselfthe release set forth above. (e) Except as set forth in Section 2 above, herself or itself (as applicable) each of the Investors and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of Section 1542 of the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: ParentCompany, on behalf of itself, the Company and the Surviving Corporation its subsidiaries and their respective officerssuccessors, directorsassigns, employees, agents, attorneys, and other legal representatives, successors hereby absolutely, unconditionally and assigns irrevocably, jointly and severally, covenants and agrees with each Company Releasee or Investor Releasee, as the case may be, that it will not sxx (and at law, in equity, in any regulatory proceeding or otherwise) any Company Releasee or Investor Releasee, as the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholdercase may be, on behalf the basis of himselfany Claim released, herself or itself (as applicable) remised and the Shareholder’s affiliates, also hereby waive the benefits of, and any rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to the extent relating to the claims released discharged by such party under pursuant to this Section 5.126. If the Company or its subsidiaries violates the foregoing covenant, the Company agrees to pay, in addition to such other damages as any Investor Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Investor Releasee as a result of such violation. If an Investor or its representatives or assigns violates the foregoing covenant, such Investor agrees to pay, in addition to such other damages as any Company Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Company Releasee as a result of such violation.

Mutual Release. (a) The ShareholderIf the Consent becomes irrevocable pursuant to Section 2.2, solely in such capacity as a Shareholder of the CompanyNPS and its Affiliates, hereby releases and discharges Parent, the Company, the Surviving Corporation its and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives) from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which the Shareholder, solely as a result of the Shareholder’s status as a Shareholder of the Company, had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Shareholder may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 or otherwise for breach of the Merger Agreement. (b) Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys predecessors, successors and representativesassigns (collectively, the "NPS Released Parties") hereby release shall automatically be fully, finally and discharge Shareholderirrevocably relinquished, solely in such capacity as a Shareholder released and discharged by DR3, on behalf of the Companyitself and its Affiliates, and its and their respective officers, directors, limited partners, employees, agents, predecessors, successors and assigns, from any and all claims, actionsdamages, liabilities, obligations, and causes of action, suitsincluding indemnification claims, debtsknown or unknown, sums of moneysuspected or unsuspected, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at in law or in equity, which Parentthat were asserted, the Companyor that could have been asserted by DR3 and its Affiliates, the Surviving Corporation and its and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys predecessors, successors and representatives)assigns, had or now has as against the NPS Released Parties arising out of the date of this Original Purchase Agreement and the Security Agreement, upon whether accrued or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporationnot; provided, however, that nothing in this release Section 2.4(a) shall not cover any claims be deemed to affect the Parent may have against enforceability of DR3's rights or the Shareholder for breach obligations of this Agreement. (c) With respect to the release Parties under this Agreement or the Restated Security Agreement. If the Consent becomes irrevocable pursuant to Section 5.122.2, ParentDR3 and its Affiliates, on behalf of itself, the Company and the Surviving Corporation its and their respective officers, directors, shareholders, employees, agents, attorneys, representativespredecessors, successors and assigns (collectively, the "DR3 Released Parties") shall automatically be fully, finally and the respective heirsirrevocably relinquished, executors, administrators, representatives, successors released and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholderdischarged by NPS, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of Section 1542 of the Civil Code of the State of CaliforniaAffiliates, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and the Surviving Corporation its and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directorslimited partners, employees, agents, attorneys predecessors, successors and representatives)assigns, from any and all claims, damages, liabilities, obligations, and causes of action, including indemnification claims, known or unknown, suspected or unsuspected, in law or equity, that were asserted, or that could have been asserted by NPS and its Affiliates, and its and their respective officers, directors, shareholders, employees, agents, predecessors, successors and assigns, against the Shareholder, on behalf DR3 Released Parties arising out of himself, herself or itself (as applicable) the Original Purchase Agreement and the Shareholder’s affiliatesSecurity Agreement, also hereby waive whether accrued or not; provided, however, that nothing in this Section 2.4(b) shall be deemed to affect the benefits of, and any enforceability of NPS's rights that such party may have under, any statute or common law principle the obligations of similar effect in any jurisdiction to the extent relating to the claims released by such party Parties under this Section 5.12Agreement or the Restated Security Agreement.

Mutual Release. (a) The ShareholderFrom and after the Closing, solely in such capacity as a Shareholder of Buyer and the Company, hereby releases and discharges Parenttheir respective Subsidiaries, the CompanyAffiliates, the Surviving Corporation successors and assigns, and their respective officers, directors, managers, partners, equityholders, employees, agentsrepresentatives and agents (each, attorneysa “Buyer Releasing Party”), representativeseach on behalf of itself and each of the Buyer Releasing Parties, hereby unconditionally and irrevocably and forever releases and discharges Seller, Seller Representative, each Beneficial Owner and their respective successors and assigns (assigns, any of their respective Affiliates, and the respective heirsany past, executorspresent or future directors, administratorsmanagers, representatives, successors and assigns of such officers, directors, employees, agents, attorneys investment bankers, advisors, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the foregoing Persons (collectively, the “Seller Released Parties”) of and representatives) from from, and hereby unconditionally and irrevocably waives, releases and discharges any and all claims, actionsTransaction Claims and Actions, causes of action, suits, debts, dues, sums of money, accounts, reckoning, bonds, bills, liabilities, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, losses, judgments, extents, executions, claims and demands of any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract, direct or indirect, primary or secondary, at law or in equityequity that such Buyer Releasing Party ever had, which the Shareholder, solely as a result of the Shareholder’s status as a Shareholder of the Company, had or now has as of the date of this Agreementor ever may have or claim to have against any Seller Released Party, upon for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever relatingarising at or prior to the Closing (including in respect of the management or operation of the Company) (each, a “Buyer Released Claim”) and agrees not to bring or threaten to bring or otherwise join in any Buyer Released Claim against the Seller Released Parties or any of them, relating to, arising out of or in connection with any facts or circumstances, directly or indirectly, relating to Parent, the Company or any assets of the Surviving Corporation; Company, which existed on or prior to the Signing Date, provided, howeverthat nothing contained in this Section 8.5 shall be construed as a waiver by Buyer or the Company of any of their respective rights expressly provided under the Preserved Claims. Buyer, on behalf of itself and the other Buyer Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims. Xxxxx, on behalf of itself and the other Buyer Releasing Parties, understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and the other Buyer Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Xxxxx, on behalf of itself and the other Buyer Releasing Parties, acknowledges that Seller will be relying on the waiver and release shall not cover any claims the Shareholder may have against the Parent for failure to pay the purchase price provided in this Section 8.5 in connection with entering into this Agreement and that this Section 8.5 is intended for the Shares tendered pursuant benefit of, and to grant third party beneficiary rights to each Seller Released Party to enforce this Section 1.3 or otherwise for breach of the Merger Agreement8.5. (b) ParentFrom and after the Closing, the CompanySeller and its Affiliates, the Surviving Corporation successors and assigns, and their respective officers, directors, managers, partners, equityholders, employees, agentsrepresentatives and agents (each, attorneysa “Seller Releasing Party”), representativeseach on behalf of itself and each of the Seller Releasing Parties, hereby unconditionally and irrevocably and forever releases and discharges Buyer and the Company and their respective successors and assigns (assigns, any of their respective Affiliates, and the respective heirsany past, executors, administrators, representatives, successors and assigns of such officers, present or future directors, shareholdersmanagers, officers, employees, agents, attorneys and representatives) hereby release and discharge Shareholderinvestment bankers, solely in such capacity as a Shareholder advisors, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the Companyforegoing Persons (collectively, from the “Buyer Released Parties”) of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all claims, actionsActions, causes of action, suits, debts, dues, sums of money, accounts, reckoning, bonds, bills, liabilities, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, losses, judgments, extents, executions, claims and demands of any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract, direct or indirect, primary or secondary, at law or in equityequity that Seller Releasing Party ever had, which Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of the date of this Agreementor ever may have or claim to have against any Buyer Released Party, upon for or by reason of (i) a Seller Releasing Party’s capacity as a direct or indirect equityholder of the Company or otherwise in respect of its investment in the Company and (ii) the organization, management or operation of the Company, in each case, arising at or prior to the Closing (including in respect of the management or operation of the Company) (each, a “Seller Released Claim”) and agrees not to bring or threaten to bring or otherwise join in any matterSeller Released Claim against the Buyer Released Parties or any of them, cause relating to, arising out of or thing whatsoever relatingin connection with any facts or circumstances, directly or indirectly, relating to Parent, the Company or any assets of the Surviving Corporation; Company, which existed on or prior to the Signing Date, provided, howeverthat nothing contained in this Section 8.5 shall be construed as a waiver by the Seller Releasing Parties of any of their rights (A) expressly provided under the Preserved Claims, that this release shall not cover any claims the Parent may have against the Shareholder (B) to compensation or benefits for breach of this Agreement. (c) With respect services rendered to the release Company that remain unpaid or unawarded (including rights to payment for salary, bonuses, commissions and vacation pay and vested benefits in any Employee Plan), (C) under this Section 5.12any agreement entered into with the Company in connection with such Seller Releasing Party’s employment with or service for the Company, Parentand (D) to coverage under any applicable insurance policy, or any right to indemnification as provided by any Company documents, applicable Law or any existing agreement. Seller, on behalf of itself, the Company itself and the Surviving Corporation and their respective officersother Seller Releasing Parties, directors, employees, agents, attorneys, representatives, successors and assigns (and expressly waives all rights afforded by any statute which limits the respective heirs, executors, administrators, representatives, successors and assigns effect of such officers, directors, employees, agents, attorneys and representatives), and the Shareholdera release with respect to unknown claims. Seller, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliatesother Seller Releasing Parties, each (A) represents, warrants understands the significance of this release of unknown claims and acknowledges that he, she or it, as applicable, has been fully advised by its attorney waiver of the contents of Section 1542 of the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parentstatutory protection against a release, on behalf of itself, the Company itself and the Surviving Corporation and their respective officersother Seller Releasing Parties, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives)unknown claims, and the Shareholderacknowledges and agrees that this waiver is an essential and material term of this Agreement. Seller, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliatesother Seller Releasing Parties, also hereby waive acknowledges that Buyer and its Affiliates (including the benefits Company) will be relying on the waiver and release provided in this Section 8.5 in connection with entering into this Agreement and that this Section 8.5 is intended for the benefit of, and any to grant third party beneficiary rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to the extent relating each Buyer Released Party to the claims released by such party under enforce this Section 5.128.5.

Mutual Release. (a) The Shareholder3.1 Except for the obligations set forth in this Settlement Agreement, solely in such capacity as a Shareholder of the Company, NuRx hereby forever releases and discharges ParentDYVA and its past and present subsidiary corporations, the Companyparent corporations, the Surviving Corporation and their respective officersaffiliates, directorspartners, employeesmembers, agentsjoint venturers, attorneys, representatives, successors and assigns (and the respective heirs, executorssuccessors, administratorsassigns, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives) from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which the Shareholder, solely as a result of the Shareholder’s status as a Shareholder of the Company, had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Shareholder may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 or otherwise for breach of the Merger Agreement. (b) Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representativesinsurers (in their individual and representative capacities) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Company, from any and all claims, demands, losses, damages, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damagesliabilities, judgmentsobligations, claims and demands liens, costs, expenses, attorneys’ fees, indemnities, subrogations (contractual or equitable) or duties, of any nature, character or description whatsoever, at law whether known or in equityunknown, which Parentfixed or contingent, accrued or not yet accrued, matured or not yet matured, anticipated or unanticipated, asserted or unasserted, arising from or related to, directly or indirectly, the CompanyLawsuit. 3.2 Except for the obligations set forth in this Settlement Agreement, and upon the Surviving Corporation receipt of all of the consideration specified in Section 2, DYVA forever releases and their respective officersdischarges NuRx and its past and present subsidiary corporations, directorsparent corporations, employeesaffiliates, agentspartners, attorneysmembers, representativesjoint venturers, successors and assigns (and the respective heirs, executorssuccessors, administratorsassigns, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives)insurers (in their individual and representative capacities) from any and all claims, had demands, losses, damages, actions, causes of action, suits, debts, promises, liabilities, obligations, liens, costs, expenses, attorneys’ fees, indemnities, subrogations (contractual or now has as of the date of this Agreementequitable) or duties, upon or by reason of any matternature, cause character or thing whatsoever relatingdescription whatsoever, whether known or unknown, fixed or contingent, accrued or not yet accrued, matured or not yet matured, anticipated or unanticipated, asserted or unasserted, arising from or related to, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Parent may have against the Shareholder for breach of this AgreementLawsuit. (c) With respect to the release under this Section 5.12, Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of Section 1542 of the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and any rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. (ai) The ShareholderAs a material inducement for the Company to enter into this Agreement, solely in such capacity effective as a Shareholder of the Closing Date, the Seller (on behalf of himself and his successors and assigns) hereby unequivocally, voluntarily, knowingly, willingly, unconditionally, completely, irrevocably and immediately remises, releases and discharges the Company, hereby releases its stockholders, and discharges Parent, the Company, the Surviving Corporation and each of their respective officersAffiliates, directors, employeesmanagers, agents, attorneysinsurers, representativespredecessors, assigns and successors and assigns (and collectively, the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives“Company Released Persons”) from and with respect to any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promisesjudgments, damages, judgmentsliabilities, claims settlements, losses, costs and demands whatsoeverexpenses, including attorneys’ fees and disbursements (collectively, “Losses”) of whatever kind or nature to the extent arising on or prior to the Closing Date, whether at law law, equity or in equityotherwise, whether now known or unknown, and whether or not concealed or hidden, which the ShareholderSeller now has, solely or has ever had or may hereafter have against any of the Company Released Person occurring at any time on or prior to the Closing Date and under any law in any jurisdiction in connection with (A) the acquisition, ownership, transfer, sale or disposition of the Shares, and (B) the Seller’s acts or omissions in his capacity as a result stockholder, Founder, manager, director or employee of the Shareholder’s status Company or its Affiliates, including in connection with the termination of his service as a Shareholder director, manager, or employee (the “Seller Released Claims”); provided that the Seller Released Claims shall not include (1) any claims pursuant to this Agreement or the Sale Cooperation Agreement arising with respect to acts or omissions after the Closing Date, (2) any rights to be indemnified, exculpated or held harmless arising under any indemnification agreement, the Stockholders’ Agreement or bylaws, charter, certificate of incorporation, certificate of formation or any other organizational documents of the CompanyCompany or any of its Affiliates, had or now has any insurance policy of the Company or any of its Affiliates for the benefit of any current or former director, officer, manager or employee of the Company or its Affiliates and (3) any claims that may not be released as a matter of law. It is the intention of the Seller that such release of the Seller Released Claims shall be effective as a bar to each and every demand, claim and proceeding hereinabove specified and in furtherance of such intention, and the Seller, hereby expressly waives, effective as of the date Closing Date, any and all rights and benefits conferred upon the Seller under applicable law and expressly agrees that this release will be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected demands and proceedings, if any, as those relating to any other demands and proceedings hereinabove specified, but only to the extent such provision is applicable to releases such as this Section 4(c)(i). The Seller further agrees to execute any and all additional documents as may be required under any applicable law to give effect to his obligations under this Section 4(c)(i). (ii) As a material inducement for the Seller to enter into this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Shareholder may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 or otherwise for breach effective as of the Merger Agreement. (b) ParentClosing Date, the Company, on behalf of itself and each of its Affiliates, managers, predecessors, assigns and successors (collectively, the Surviving Corporation “Company Parties”), hereby unequivocally, voluntarily, knowingly, willingly, unconditionally, completely, irrevocably and their respective officersimmediately remises, directorsreleases and discharges the Seller and each of his assigns and successors (collectively, employeesthe “Seller Released Persons”) from and with respect to any and all Losses of whatever kind or nature to the extent arising on or prior to the Closing Date, agentswhether at law, attorneysequity or otherwise, representativeswhether now known or unknown, successors and assigns whether or not concealed or hidden, which any of the Company Parties now has, or has ever had or may hereafter have against any of the Seller Released Persons occurring at any time on or prior to the Closing Date in connection with (A) the acquisition, ownership, transfer, sale or disposition of the Shares, and (B) the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and discharge Shareholder, solely Seller’s acts or omissions in such his capacity as a Shareholder stockholder, Founder, director or employee of the Company or its Affiliates, as applicable (the “Company Released Claims”); provided that the Company Released Claims shall not include (1) any claims pursuant to this Agreement or the Sale Cooperation Agreement arising with respect to acts or omissions that occur after the Closing Date, and (2) any claims that may not be released as a matter of law. It is the intention of Company that such release of the Company Released Claims shall be effective as a bar to each and every demand, claim and proceeding hereinabove specified and in furtherance of such intention, and Company, from hereby expressly waives, effective as of the Closing Date, any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims rights and demands whatsoever, at law or in equity, which Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as benefits conferred upon any of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, Parties under applicable law and expressly agrees that this release shall not cover will be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected demands and proceedings, if any, as those relating to any claims other demands and proceedings hereinabove specified, but only to the Parent extent such provision is applicable to releases such as this Section 4(c)(ii). The Company further agrees to execute any and all additional documents as may have against be required under any applicable law to give effect to its and the Shareholder for breach of other Company Parties’ obligations under this AgreementSection 4(c)(ii). (ciii) With respect to the release under this Section 5.12, ParentEach party hereto, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, its successors and assigns (assigns, knowingly and voluntarily hereby expressly waives any and all rights or benefits conferred by the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents provisions of Section 1542 of the California Civil Code of the State of California(“Section 1542”), or any similar law enacted in any other jurisdiction, and (Bexpressly consents that the releases contained in Section 4(c)(i) hereby expressly waives the benefits thereof that heand Section 4(c)(ii) shall each be given full force and effect according to each and all of its express terms and conditions, she including those relating to waiving and releasing all claims, whether now known or itunknown, as applicablesuspected, may have thereunderor unsuspected, and whether or not concealed or hidden. Section 1542 provides: (iv) Each of the Civil Code of the State of California provides as follows: Parentparties hereto, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, its successors and assigns (assigns, acknowledges that its own legal counsel has explained the effect and importance of the respective heirs, executors, administrators, representatives, successors and assigns provisions of such officers, directors, employees, agents, attorneys and representatives)Section 1542, and of a waiver of the Shareholderprovisions of Section 1542. With this knowledge and understanding, each of the parties hereto, on behalf of himselfitself, herself its successors and assigns, waives and relinquishes any rights or itself benefits that it has or might have under Section 1542 or any similar law enacted in any other jurisdiction. Each of the parties hereto, on behalf of itself, its successors and assigns, acknowledges that it is aware that it might hereafter discover facts in addition to or different from those that it now knows or believes to be true with respect to the subject matter of this Agreement, but it is the intention of the Seller and the Company (as applicableA) hereby to fully and finally forever settle and release any and all matters, disputes and differences, known or unknown, suspected and unsuspected, arising out of, based upon, or relating to, any and all claims, and (B) that the releases contained in Section 4(c)(i) and the Shareholder’s affiliatesSection 4(c)(ii) shall remain in effect as full and complete general releases, also hereby waive the benefits notwithstanding discovery of, and any rights that such party may have underor the existence of, any statute such additional or common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12different facts.

Mutual Release. (a) The Shareholdera. Misonix, solely in such capacity as a Shareholder of the Companyfor itself and its past, hereby releases present, and discharges Parentfuture agents, the Companyaffiliates, the Surviving Corporation and their respective principals, officers, directors, managers, employees, agentsparents, subsidiaries, contractors, predecessors, successors, partners, shareholders, attorneys, representativesassigns, successors and assigns representatives (the “Misonix Releasors”) hereby releases, waives, and the forever discharges PuriCore and each of its respective heirspast, executorspresent and future agents, administratorsaffiliates, representativesprincipals, successors and assigns of such officers, directors, managers, employees, agentsparents, attorneys subsidiaries, contractors, predecessors, successors, assigns, partners, shareholders, attorneys, and representatives, including but not limited to PuriCore plc and PuriCore International Limited (collectively, the “PuriCore Releasees”) from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promisesdemands, damages, judgments, claims and demands whatsoever, at law or in equity, which the Shareholder, solely as a result of the Shareholder’s status as a Shareholder of the Company, had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Shareholder may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 or otherwise for breach of the Merger Agreement. (b) Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Company, from any and all claims, actions, causes of action, liabilities, proceedings, suits, debtsor costs (including attorneys’ fees and court costs) of any nature, sums whether known or unknown, contingent or liquidated, and/or mature or not yet mature (the “Misonix Claims”), that the Misonix Releasors, or any of moneythem, controversiesever had, agreementsor may have, promisesagainst any of the PuriCore Releasees, damagesincluding but not limited to (i) any Misonix Claims that in any way relate to the License Agreement or intellectual property, judgmentsproducts, claims or technologies sold and/or licensed pursuant to the License Agreement; and demands whatsoever(ii) any Misonix Claims that relate to Note payments due under the Purchase Agreement. b. PuriCore, at law or in equityfor itself and its past, which Parentpresent, the Companyand future agents, the Surviving Corporation and their respective affiliates, principals, officers, directors, managers, employees, agentsparents, subsidiaries, contractors, predecessors, successors, partners, shareholders, attorneys, assigns, and representatives, successors including but not limited to PuriCore plc and assigns PuriCore International Limited (the “PuriCore Releasors”) hereby releases, waives, and the forever discharges Misonix and each of its respective heirspast, executorspresent and future agents, administratorsaffiliates, representativesprincipals, successors and assigns of such officers, directors, shareholdersmanagers, employees, agentsparents, attorneys and representatives)subsidiaries, had or now has as of the date of this Agreementcontractors, upon or by reason of any matterpredecessors, cause or thing whatsoever relatingsuccessors, directly or indirectlyassigns, to Parentpartners, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Parent may have against the Shareholder for breach of this Agreement. (c) With respect to the release under this Section 5.12, Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agentsshareholders, attorneys, representativesand representatives (collectively, successors the “Misonix Releasees”) from any and assigns all claims, demands, damages, actions, causes of action, liabilities, proceedings, suits, or costs (including attorneys’ fees and court costs) of any nature, whether known or unknown, contingent or liquidated, and/or mature or not yet mature (the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives“PuriCore Claims”), and that the ShareholderPuriCore Releasors, on behalf or any of himselfthem, herself ever had, or itself (as applicable) and the Shareholder’s affiliatesmay have, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney against any of the contents of Section 1542 of the Civil Code of the State of CaliforniaMisonix Releasees, and (B) hereby expressly waives the benefits thereof including but not limited to any PuriCore Claims that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and any rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction way relate to the extent relating License Agreement or intellectual property, products, or technologies sold and/or licensed pursuant to the claims released by such party under this Section 5.12License Agreement.

Mutual Release. (a) The ShareholderIn consideration for the full and timely performance of all Terms and Conditions of this AGREEMENT in the manner prescribed herein, solely in such capacity as a Shareholder including but not limited to all releases, dismissals, waivers, covenants, warranties and representations, each SETTLING PARTY hereto, on behalf of the Company, hereby releases itself and discharges Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the on behalf of each of its respective heirs, executors, administrators, representativestrustors, successors trustees, beneficiaries, predecessors, successors, assigns, members, partners, partnerships, parents, subsidiaries, affiliated and assigns of such related entities, officers, directors, employeesprincipals, agents, attorneys servants, employees, representatives and representatives) all persons, firms, associations and/or corporations connected with them, including without limitation their insurers, sureties, attorneys, consultants and experts, hereby release and forever discharge all other SETTLING PARTIES hereto and each of the SETTLING PARTY'S respective heirs, executors, administrators, trustors, trustees, beneficiaries, predecessors, successors, assigns, members, partners, partnerships, parents, subsidiaries, affiliated and related entities, officers, directors, principals, agents, servants, employees, representatives and all persons, firms, associations and/or corporations connected with them, including without limitation their insurers, sureties, attorneys, consultants and experts, who are or may ever become liable to them, of and from any and all claims, actionsdemands, causes of action, suitsobligations, debtsliens, sums of money, controversies, agreements, promisestaxes, damages, judgmentslosses, claims costs, attorneys' fees and demands expenses of every kind and nature whatsoever, at law known or in equityunknown, fixed or contingent, including any and all rights to subrogation and/or indemnity therefor, which any of them may now have or may hereafter have against the Shareholder, solely as a result of the Shareholder’s status as a Shareholder of the Company, had or now has as of the date of this Agreement, upon or other SETTLING PARTIES by reason of any matter, cause or thing whatsoever relating, directly arising out of or indirectly, to Parent, connected with the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Shareholder may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 or otherwise for breach of the Merger AgreementONGOING LITIGATIONS. (b) Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Company, from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Parent may have against the Shareholder for breach of this Agreement. (c) With respect to the release under this Section 5.12, Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of Section 1542 of the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and any rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. (a) The ShareholderEffective automatically upon the Closing, solely in such capacity as the Seller, on behalf of itself and any of its members, partners, equityholders, successors, assigns, controlling Persons and controlled Affiliates (each a Shareholder “Seller Releasor”), irrevocably and unconditionally releases and forever discharges each of the CompanyAcquired Companies, hereby releases and discharges Parentthe respective directors, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneysrepresentatives, successors and assigns of each of the foregoing (collectively, the “Seller Releasees”) from any and all claims, contentions, demands, charges, complaints, causes of action, damages, costs, expenses, obligations, losses, rights, suits, accountings, orders, judgments, obligations, agreements and liabilities of any kind or nature whatsoever, whether known or unknown, whether suspected or unsuspected, and whether at law or in equity, that the Seller Releasors may have against the Seller Releasees, in any capacity, whether directly or derivatively through another Person, arising contemporaneously with or prior to the transactions contemplated hereby, or on account of or arising out of any act, omission, transaction, matter, cause or event occurring contemporaneously with or up to and including the Closing Date; provided that nothing contained in this Section 10.08 shall limit in any manner (i) any rights to indemnification or to advancement or reimbursement of expenses to which the current and former directors and officers of the Acquired Companies may be entitled hereunder or pursuant to the Acquired Companies’ organizational documents, (ii) any rights of any Seller Releasor pursuant to this Agreement or the other agreements and instruments contemplated hereby (including the Pre-Closing Restructuring Documents) or (iii) any claims for Fraud. (b) Effective automatically upon the Closing, the Purchaser and the Company, on behalf of itself, any of their respective Subsidiaries, members, partners, equityholders, successors, assigns, controlling Persons and controlled Affiliates (each a “Company Releasor” and together with the Seller Releasors, the “Releasors”), irrevocably and unconditionally releases and forever discharges Seller and its equityholders, directors, officers, employees, agents, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives) from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which the Shareholder, solely as a result of the Shareholder’s status as a Shareholder of the Company, had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parentcollectively, the “Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Shareholder may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 or otherwise for breach of the Merger Agreement. (b) Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the CompanyReleasees”), from any and all claims, actionscontentions, demands, charges, complaints, causes of action, damages, costs, expenses, obligations, losses, rights, suits, debtsaccountings, sums of money, controversies, agreements, promises, damagesorders, judgments, claims obligations, agreements and demands liabilities of any kind or nature whatsoever, whether known or unknown, whether suspected or unsuspected, and whether at law or in equity, which Parentthat such Company Releasor might otherwise have against the Company Releasees, in any capacity, whether directly or derivatively through another Person, arising contemporaneously with or prior to the Companytransactions contemplated hereby, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns or on account of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of the date of this Agreement, upon or by reason arising out of any act, omission, transaction, matter, cause or thing whatsoever relating, directly event occurring contemporaneously with or indirectly, up to Parent, and including the Closing Date; provided that nothing contained in this Section 10.08 shall limit in any manner (i) any rights of any Company Releasor pursuant to this Agreement or the Surviving Corporation; provided, however, other agreements and instruments contemplated hereby (including the Pre-Closing Restructuring Documents) or (ii) any claims for Fraud. (c) Each Releasor acknowledges and agrees that this Section 10.08 shall be given full force and effect according to each and all of its express terms and provisions. (d) Each Releasor hereby expressly agrees that the release shall contemplated by this Section 10.08 extends to any and all rights granted under Section 1542 of the California Civil Code or any analogous state law or federal law or regulation are hereby expressly waived. Section 1542 of the California Civil Code (“Section 1542”) reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Releasor understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives such party the right not cover any to release existing claims of which such party is not aware, unless such party voluntarily chooses to waive this right. Having been so apprised, each Releasor nevertheless hereby voluntarily elects to and does waive the Parent rights described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 10.08, in each case, effective at the Closing. Each Releasor acknowledges and agrees that the foregoing waiver is an essential and material term of the release by each Releasor and that, without such waiver, parties hereto would not have against agreed to the Shareholder for breach terms of this Agreement. (ce) With respect Each Releasor hereby irrevocably covenants, effective at the Closing, to the release under this Section 5.12refrain from, Parentdirectly or indirectly, on behalf asserting any claim or demand, or commencing, instituting or causing to be commenced, any Action of itself, the any kind against any Seller Releasee or Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or itReleasee, as applicable, has been fully advised before any Governmental Authority or other forum by its attorney reason of any matters released hereby. (f) Each of the contents of Section 1542 of parties hereto hereby represents that it understands and acknowledges that it may hereafter discover facts and legal theories concerning the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she Seller Releasees or itCompany Releasees, as applicable, may have thereunderand the subject matter hereof in addition to or different from those which it now believes to be true. Section 1542 Each of the Civil Code parties hereto understands and hereby agrees that the release set forth in this Section 10.08 shall remain effective in all respects notwithstanding those additional or different facts and legal theories or the discovery of those additional or different facts or legal theories. Each of the State parties hereto assumes the risk of California provides as follows: Parent, on behalf any mistake of itself, fact or applicable Law with regard to any potential claim or with regard to any of the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and any rights facts that such party may have under, any statute or common law principle of similar effect in any jurisdiction are now unknown to the extent it relating to the claims released by such party under this Section 5.12thereto.

Mutual Release. (a) The ShareholderExcept for any claim based on fraud and subject to Section 10.18(c), solely in such capacity effective as a Shareholder of the Closing Date, (i) the Company, on behalf of itself and its officers, directors, employees, members, managers and subsidiaries, and each of their respective successors and assigns, hereby releases releases, acquits and discharges Parentforever discharges, to the fullest extent permitted by Law, each Seller and their respective beneficiaries, agents, heirs, executors, trustees, successors and assigns of, from and against any and all actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, which the Company, or its successors or assigns, ever had, now has or may have, in each case solely in connection with the ownership or operation of the Company prior to the Closing, and (ii) each Seller, on behalf of itself and its respective beneficiaries, agents, heirs, executors, trustees, successors and assigns, hereby releases, acquits and forever discharges, to the fullest extent permitted by Law, the Company, from and against any and all actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, which any Seller, or its trustees, beneficiaries, agents, heirs, executors, trustees, successors or assigns, ever had, now has or may have, in each case based upon any fact or action occurring or arising prior to the Surviving Corporation Closing. (b) Subject to Section 10.18(c), the Company agrees not to, and their agrees to cause its respective officers, directors, employees, members, managers and subsidiaries, and each of their respective successors and assigns, not to, assert any such released claim against the Sellers. Subject to Section 10.18(c), each Seller agrees not to, and agrees to cause its respective trustees, beneficiaries, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representativestrustees, successors and assigns of assigns, not to, assert any such officers, directors, employees, agents, attorneys and representatives) from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which the Shareholder, solely as a result of the Shareholder’s status as a Shareholder of released claim against the Company, had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Shareholder may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 or otherwise for breach of the Merger Agreement. (b) Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Company, from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Parent may have against the Shareholder for breach of this Agreement. (c) With respect to Notwithstanding the foregoing, neither Buyer nor the Company, on the one hand, nor any of the Sellers, on the other hand, release and each of them retain, their respective rights and interests under the terms and conditions of this Agreement, the Transaction Documents and the Confidentiality Agreement. Nothing contained in this Section 10.18 shall in any way limit or impair any of the rights of the parties under this Section 5.12, Parent, on behalf of itselfAgreement, the Company and Transaction Documents or the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of Section 1542 of the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and any rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12Confidentiality Agreement.

Mutual Release. (a) The Shareholder, solely in such capacity as a Shareholder In consideration of the Companyprovisions hereof, hereby releases each of the Parties, for and discharges Parenton behalf of itself and its attorneys, the Company, the Surviving Corporation and their respective officers, directors, shareholders, employees, representatives, agents, predecessors, successors, assigns, Affiliates, subsidiaries and related entities (collectively, the “Releasing Parties”), does hereby agree to unconditionally and irrevocably waive, remise, acquit, satisfy, release and forever discharge the other Parties, and their respective attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, representatives, agents, attorneys predecessors, successors, assigns, Affiliates, subsidiaries and representatives) related entities (collectively, the “Released Parties”), of and from any and all claims, demands, dues, sums of money, reckonings, bonds, bills, specialties, agreements, contracts, covenants, actions, suits, causes of action, suitsobligations, controversies, promises, variances, trespasses, executions, debts, sums of moneycosts, controversiesexpenses, agreements, promisesaccounts, damages, judgments, claims losses and demands whatsoeverliabilities, at law of whatever kind or nature, in equitylaw, equity or otherwise, whether known or unknown, whether or not concealed or hidden, absolute or contingent, liquidated or unliquidated, which the Shareholder, solely as a result any of the Shareholder’s status as a Shareholder Releasing Parties, had, may have had, now have or can, shall or may have against each of the CompanyReleased Parties, had or now has as of the date of this Agreement, for upon or by reason of any matter, cause or thing whatsoever relatingrelating to or otherwise associated with the Venture, directly from the beginning of the world until and including the time and date hereof. Notwithstanding the foregoing, nothing herein shall be deemed to release any of the Released Parties from any of the obligations of the Released Parties (or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims arising by virtue of the Shareholder Released Parties breach of any such obligations) under the terms of this Agreement. Each of the Releasing Parties represents that it has not previously sold, transferred, conveyed, exchanged, or otherwise disposed of any claims it may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 or otherwise for breach any of the Merger AgreementReleased Parties. (b) Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Company, from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Parent may have against the Shareholder for breach of this Agreement. (c) With respect to the release under this Section 5.12, Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of Section 1542 of the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and any rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. (a) The ShareholderCompany and the Holder, solely in such capacity as a Shareholder on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the Companyforegoing, hereby releases affiliates and discharges Parentassigns, the Company, the Surviving Corporation and its and their respective past, present, and future officers, directors, employeesshareholders, interest holders, members, partners, attorneys, agents, attorneysemployees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns (and the respective heirsits and their past, executorspresent, administrators, representatives, successors and assigns of such future officers, directors, employeesshareholders, interest holders, members, partners, attorneys, agents, attorneys employees, managers, representatives, assigns and representatives) from any successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, sums of moneypenalties, controversiesfees, agreementswages, promisesmedical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys' fees and costs actually incurred), and punitive damages, judgments, claims and demands of any nature whatsoever, at law known or in equityunknown, which the Shareholdereither party has, solely as a result of the Shareholder’s status as a Shareholder of the Company, had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Shareholder may have had, against the Parent other party, whether or not apparent or yet to be discovered, or which may hereafter develop, for failure any acts or omissions related to pay or arising under the purchase price Financing. This Agreement resolves any claim for the Shares tendered pursuant to Section 1.3 or otherwise relief that could have been alleged under, no matter how characterized, including, without limitation, compensatory damages, damages for breach of the Merger Agreement. (b) Parentcontract, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Company, from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, bad faith damages, judgmentsreliance damages, claims liquidated damages, punitive damages, costs and demands whatsoeverattorneys fees related to or arising from, at law or in equitySections 5.15, which Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Parent may have against the Shareholder for breach of this Agreement. (c) With respect to the release under this Section 5.12, Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of Section 1542 of the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of5.18, and any rights that such party may have under, any statute or common law principle other relevant provisions of similar effect in any jurisdiction to the extent relating to SPA and Section 4.10 of the claims released by such party under this Section 5.12Convertible Note.

Mutual Release. (a) The Shareholder, solely in such capacity as a Shareholder In consideration of the Companycovenants, hereby releases agreements and discharges Parentundertakings of the Parties under this Agreement, Exchange Health and the CompanyCompany (the “EH Parties”), the Surviving Corporation jointly and their severally, each on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, employeesshareholders, agents, attorneys, representativesmembers, successors and assigns (collectively, “EH Releasors”) hereby releases, waives and the forever discharges TH and its respective heirspresent and former parents, executorssubsidiaries, administratorsaffiliates, representativesofficers, directors, shareholders, members, managers, successors and assigns (collectively, “TH Releasees”) of such officers, directors, employees, agents, attorneys and representatives) from any and all claims, actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, claims extents, executions, claims, and demands demands, of every kind and nature whatsoever, at law whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in equitylaw, or equity (collectively, “EH Claims”), which the Shareholderany of such EH Releasors ever had, solely as a result now have, or hereafter can, shall, or may have against any of the Shareholder’s status as a Shareholder of the Companysuch TH Releasees for, had or now has as of the date of this Agreementupon, upon or by reason of any matter, cause cause, or thing whatsoever relatingfrom the beginning of time through the Effective Date arising out of or relating to the LLC Agreement, directly or indirectlyexcept for any EH Claims relating to rights and obligations preserved by, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Shareholder may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 created by or otherwise for breach arising out of this Agreement, other than the Merger AgreementContinuing Obligations. (b) ParentIn consideration of the covenants, agreements and undertakings of the CompanyParties under this Agreement, the Surviving Corporation TH, on behalf of itself and their its respective officers, directors, employees, agents, attorneys, representatives, present and former successors and assigns (collectively, “TH Releasors” and, together with the EH Releasors, the “Releasors”) hereby releases, waives and forever discharges the EH Parties and their respective heirspresent and former, executorsdirect and indirect, administratorsparents, representativessubsidiaries, successors and assigns of such affiliates, employees, officers, directors, shareholders, employeesmembers, agents, attorneys representatives, permitted successors and representativespermitted assigns (collectively, “EH Releasees” and, together with the TH Releasees, the “Releasees”) hereby release of and discharge Shareholder, solely in such capacity as a Shareholder of the Company, from any and all claims, actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, claims extents, executions, claims, and demands demands, of every kind and nature whatsoever, at law whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in equitylaw, or equity (collectively, “TH Claims” and, together with the EH Claims, the “Claims”), which Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns any of such officersTH Releasors ever had, directorsnow have, shareholdersor hereafter can, employeesshall, agentsor may have against any of such EH Releasees for, attorneys and representatives)upon, had or now has as of the date of this Agreement, upon or by reason of any matter, cause cause, or thing whatsoever relatingfrom the beginning of time through the Effective Date arising out of or relating to the LLC Agreement, directly except for any TH Claims relating to rights and obligations preserved by, created by or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Parent may have against the Shareholder for breach otherwise arising out of this AgreementAgreement other than the Continuing Obligations. (c) With respect to the release under this Section 5.12, ParentEach Party, on behalf of itselfitself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 5, and which, if known at the time of signing this Agreement, may have materially affected this Agreement and such Party’s decision to enter into it and grant the release contained in this Section 5. Nevertheless, except as otherwise expressly set forth herein, the Company Releasors intend to fully, finally and forever settle and release all Claims (other than any claims related to the Surviving Corporation and their respective officersContinuing Obligations) that now exist, directorsmay exist or previously existed, employeesas set forth in the release contained in this Section 5, agentswhether known or unknown, attorneysforeseen or unforeseen, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives)or suspected or unsuspected, and the Shareholderrelease given herein is and will remain in effect as a complete release, on behalf notwithstanding the discovery or existence of himselfsuch additional or different facts. The Releasors hereby waive any right or Claim (other than any claims related to the Continuing Obligations) that might arise as a result of such different or additional Claims or facts. The Releasors expressly, herself or itself (as applicable) knowingly and the Shareholder’s affiliatesintentionally waive any and all rights, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of Section 1542 of the Civil Code of the State of Californiabenefits, and (B) hereby expressly waives the benefits thereof that he, she protections of any state or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and any rights that such party may have under, any federal statute or common law principle limiting the scope of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12a general release. (d) FURTHER, AS APPLICABLE, EACH OF TH RELEASORS AND THE EH RELEASORS (ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES) EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS AFFORDED BY ANY APPLICABLE LAW (INCLUDING SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA), WHICH STATES AS FOLLOWS OR SOMETHING SIMILAR: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Mutual Release. (a) The ShareholderXxxxxxxxx, solely in such capacity as a Shareholder of the Company, hereby releases for himself and discharges Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective his heirs, executors, administrators, personal representatives, successors and assigns of such assigns, does hereby release and forever discharge the Company, its successors, assigns, agents, representatives, employees, officers, directors, employeestrustees, agentsshareholders, attorneys insurers, reinsurers and representatives) any affiliated corporations or entities of any type or nature, from any and all claims, actions, causes of action, actions, claims, demands, suits, debtsdues, sums of moneyaccounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, executions, damages, judgmentssums of money, claims and demands whatsoeverattorneys’ fees, at and/or judgments of any kind, whether known or unknown, arising in law or in equity, which arising at any time prior to and through the Shareholder, solely as a result date of the Shareholder’s status as a Shareholder execution of this Agreement (hereinafter “Claims”), which might have been asserted against the Company, had its successors, assigns, agents, representatives, employees, officers, directors, trustees, shareholders, insurers, reinsurers and any affiliated corporations or now has as of the date of this Agreemententities, upon by Xxxxxxxxx, or by reason of his heirs, executors, administrators, personal representatives, successors or assigns. This release includes but is not limited to any matter, cause or thing whatsoever relating, directly or indirectly, and all Claims relating to Parent, Xxxxxxxxx’x employment by the Company or the Surviving Corporationseparation of his employment from the Company, including wages, compensation of any kind, vacation pay, profit sharing plans, stock option plans, retirement plans or any benefit plans of any type or nature. This release further includes but is not limited to any and all Claims arising under any of the following: the Age Discrimination in Employment Act of 1967, as amended; the Older Workers Benefit Protection Act; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Civil Rights Act of 1870; the Family and Medical Leave Act of 1993, as amended; the Americans with Disabilities Act of 1990, as amended; the Fair Labor Standards Act of 1938, as amended by the Equal Pay Act of 1963; the Employees Retirement Income Security Act of 1974; the U.S. Patriot Act; the Xxxxxxxx-Xxxxx Act; the Xxxx-Xxxxx Act; any other federal, state, or local civil rights, disability, discrimination, retaliation, or labor law, or any theory of contract, arbitral, or tort law; and/or his Consulting Period, except for any Claims arising under this Agreement. The Company, for itself and its successors, assigns, agents, representatives, employees, officers, directors, trustees, and shareholders, insurers, reinsurers and any affiliated corporations or entities of any type or nature, does hereby release and forever discharge Xxxxxxxxx, his heirs, personal representatives, successors and assigns, from any and all causes of action, claims, demands, suits, damages, sums of money, attorneys’ fees, and/or judgments arising at any time prior to and through the date of the execution of this Agreement (hereinafter “Company’s Claims”), which might have been asserted against Xxxxxxxxx, his heirs, personal representatives, successors and assigns, except for any claims arising under this Agreement; provided, however, that this the Company does not release shall not cover or discharge any claims the Shareholder which may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 or otherwise for breach of the Merger Agreement. (b) Parentarise under Xxxxxxxxx’x November 4, the Company, the Surviving Corporation 2005 Confidentiality and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Company, from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of the date of this Non-Competition Agreement, upon or by reason his November 18, 2011 Confidentiality, Non-Disparagement and Dispute Resolution Agreement, Paragraphs 6, 7, 8, 11, 12, and 13 of any matterhis March 5, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover 2012 Employment Agreement and any claims the Parent may have against the Shareholder for breach of this Agreementwhich indemnification would not be available to Xxxxxxxxx under Delaware law. (c) With respect to the release under this Section 5.12, Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of Section 1542 of the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and any rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.