Common use of Mutual Release Clause in Contracts

Mutual Release. (a) Each Claimant, for itself or himself, as the case may be, and on behalf of its or his agents, representatives, successors, heirs and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which he now has or may hereafter have, directly or indirectly, personally or in any capacity, against Verso and all and any of its present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) this Agreement; (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) of the Old Consulting Agreement; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto (collectively, the "Options") granted by Verso to O'Reilly. (b) Verso, for itself and on behalf of its agents, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which he now has or may hereafter have, directly or indirectly, in any capacity, against any of the Claimants and all and any of their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) this Agreement; (ii) the Consulting Agreements; or (iii) provided that the aggregate Award is greater than $125,000, the Options.

Mutual Release. (a) Each ClaimantParty, for itself or himself, as the case may be, and on behalf of itself and its or his parents, subsidiaries, Affiliates, agents, representatives, officers, directors, shareholders, employees, attorneys, advisors, insurers, licensees, sublicensees, successors, heirs and assigns, and heirs ("ASSOCIATED PARTIES"), hereby releases, waives, acquits, withdraws, retracts, irrevocably releases and forever discharges each other Party and its parents, subsidiaries, Affiliates, agents, representatives, officers, directors, shareholders, employees, attorneys, advisors, insurers, direct and indirect third-party manufacturers, suppliers, distributors, resellers, sales agents, customers, users, and licensees (such directly and indirectly related persons, the "COMMERCIAL PARTNERS"), successors, assigns, and heirs (including, without limitation, all persons named as defendants in the Pending Litigation) of and from any and all claims, manner of counterclaims, demands, actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promisesdamages, liabilities, demands, damages, losses, costspayments, obligations, costs and expenses or disputes, known or unknown, fixed or contingent, which he now has or may hereafter have, directly or indirectly, personally or in any capacity, against Verso and all and any of its present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) this Agreement; (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) of the Old Consulting Agreement; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, attorneys' fees and costs) of any stock option agreement relating thereto) described on Exhibit B hereto (collectivelykind or nature, the "Options") granted by Verso to O'Reilly. (b) Versopast, for itself and on behalf of its agentspresent or future, representativesfixed or contingent, successors and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner of actions, causes of actiondirect or indirect, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses several or disputesotherwise, known or unknown, fixed suspected or contingentunsuspected, which he now has that arise from or may hereafter have, directly or indirectly, relate in any capacity, against way to any act or omission prior to the Effective Date with respect to the Patent Rights or the subject matter of the Claimants Pending Litigation, or that were or could have been brought in the Pending Litigation ("RELEASED CLAIMS"). The foregoing release is expressly intended to cover and all and any of their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, includinginclude, without limitation, all claims, past, present or future, known or unknown, suspected or unsuspected, which can or may ever be asserted by successors, assigns, heirs, or otherwise, as the result of the matters herein released, or the effects or consequences thereof. With respect to Licensee's Commercial Partners, the foregoing release by Licensor and its Associated Parties shall apply only to Released Claims arising from or relating in any way to products or services provided by, for, or to Licensee. With respect to Licensor's Commercial Partners, the foregoing release by Licensee and its Associated Parties shall apply only to Released Claims arising from or relating in any way to products or arising out of the Old Consulting Agreements; providedservices provided by, howeverfor, that nothing herein or to Licensor. The foregoing release shall release the Claimants from their respective not apply to each Party's obligations required to be performed under (i) this Agreement; (ii) the Consulting Agreements; or (iii) provided that the aggregate Award is greater than $125,000, the Options.

Mutual Release. (a) Each ClaimantEffective on the Surrender Date and upon satisfaction of the applicable terms and conditions set forth in this Seventh Amendment and except as set forth in Section 4(e) below, for itself or himselfLessor, as the case may be, and on behalf of itself and its or his officers, members, managers, agents, employees, attorneys, and representatives (collectively, the “Releasing Landlord Parties”) hereby releases, acquits, and forever discharges Lessee and its subsidiaries, affiliates, partners, shareholders, directors, officers, agents, employees, attorneys, and representatives, as well as the respective heirs, personal representatives, successors, heirs and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges assigns of any and all of them (collectively, the “Released Tenant Parties”) from any and all losses, damages, claims, manner of demands, debts, actions, causes of action, suits, contracts, agreements, obligations, accounts, defenses, offsets, expenses (including, without limitation, court costs, the deductible amount of any insurance, attorneys’ fees, charges, and disbursements), and liabilities of any kind or character whatsoever (each a “Loss” and collectively, “Losses”), known or unknown, suspected or unsuspected, in contract or in tort, at law or in equity, suitswhich the Releasing Landlord Parties ever had, judgmentsnow have, debtsor might hereafter have, liensagainst the Released Tenant Parties, contractsjointly or severally, agreementsfor or by reason of any matter, promisescause or thing whatsoever, liabilitiesoccurring prior to the Surrender Date, demandswhich relates to, damagesin whole or in part, lossesdirectly or indirectly: (a) the relationship between the Parties as landlord and tenant respecting the Surrendered Space only; (b) the Lease respecting the Surrendered Space only; and (c) the Surrendered Space; in each case, costsexcepting only the rights created or reserved by this Seventh Amendment. (b) Effective on the Surrender Date and upon satisfaction of the applicable terms and conditions set forth in this Seventh Amendment and except as set forth in Section 4(e), expenses or disputesLessee, on behalf of itself and its officers, directors, shareholders, agents, employees, attorneys, agents, and representatives (collectively, the “Releasing Tenant Parties”, and with the Releasing Landlord Parties, the “Releasing Parties”) hereby releases, acquits, and forever discharges Lessor and its subsidiaries, affiliates, members, managers, partners, agents, employees, attorneys, and representatives, as well as the respective heirs, personal representatives, successors, and assigns of any and all of them (collectively, the “Released Landlord Parties” and with the Released Tenant Parties, the “Released Parties”) from any and all Losses, known or unknown, fixed suspected or contingentunsuspected, in contract or in tort, at law or in equity, which he the Releasing Tenant Parties ever had, now has have or may might hereafter have, against the Released Landlord Parties, jointly or severally, for or by reason of any matter, cause or thing whatsoever, occurring prior to the Surrender Date, which relates to, in whole or in part, directly or indirectly: (i) the relationship between the Parties as landlord and tenant respecting the Surrendered Space only; (ii) the Lease respecting the Surrendered Space only; and (iii) the Surrendered Space; in each case, personally excepting only the rights created or reserved by this Seventh Amendment. (c) Each of the Releasing Parties acknowledges that he, she, or it has been informed by his, her, or its attorneys of the provisions of Section 1542 of the Civil Code of the State of California, and does hereby expressly waive and relinquish all rights and benefits that he, she, or it has or may have, or had under that section (and under any and all similar provisions contained in the law of any and all other jurisdictions, within and without the United States), respecting the Losses released in this Article 4, which reads as follows: 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. (d) Each of the Releasing Parties acknowledges that it may hereafter discover facts or law different from or in addition to those it now knows or believes to be true in respect to the Losses released in this Article 4. Each of the Releasing Parties agrees that the releases in this Article 4 shall be and remain in effect as complete, general, and mutual releases as to the matters released, notwithstanding any capacitysuch additional facts or law. (e) It is the express intention of the Releasing Parties and the Released Parties, against Verso and all and any each of its present or former affiliatesthem, parentsthat the Losses released pursuant to this Article 4 above do not include Losses, subsidiariesif any, predecessorswhich arise from, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time pertain to, and including, or are based upon: (1) the date Surviving Obligations (as limited by the last sentence of Section 3(a) above); (2) a breach of this AgreementSeventh Amendment, including, without limitation, a breach of any representations and warranties set forth in any way relating to or arising out this Seventh Amendment; (3) a breach of the that certain consulting agreement (as amended) which is Lease respecting the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) this Agreement; (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) of the Old Consulting AgreementRemaining Premises; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto (collectively, the "Options") granted by Verso to O'Reilly. (b) Verso, for itself and on behalf of its agents, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which he now has or may hereafter have, directly or indirectly, in any capacity, against any of the Claimants and all and any of their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) this Agreement; (ii4) the Consulting Agreements; or (iii) provided that the aggregate Award is greater than $125,000, the OptionsRemaining Premises.

Mutual Release. (a) Each ClaimantAs a material inducement to Michaels to enter into this Agreement, for itself or himself, as the case may be, Employee hereby irrevocably and on behalf of its or his agents, representatives, successors, heirs and assigns, hereby unconditionally releases, waives, acquits, withdraws, retracts, and forever discharges Michaels and each of Michaels' present and former stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, "Releasees"), or any of them, from any and all charges, complaints, claims, manner of liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilitiesrights, demands, damagescosts, losses, costsdebts and expenses (including without limitation attorney's fees and costs actually incurred), expenses of any nature whatsoever (other than (a) liabilities, claims, obligations and other rights arising solely under this Agreement or disputesincurred prior to the date hereof under Michaels' Deferred Compensation Plan, or (b) claims to workers compensation benefits to which Employee would have otherwise been entitled), known or unknown, fixed unknown ("Claim" or contingent"Claims"), which he Employee now has has, owns, or may hereafter holds, or claims to have, directly own, or indirectlyhold, personally or in which Employee at any capacitytime heretofore had, owned, or held, or claimed to have, own, or hold, against Verso and all and each or any of its present the Releasees, which are (y) related to Employee's employment with Michaels or former affiliatesany subsidiary or affiliate of Michaels; (z) related to the termination of Employee's employment with Michaels or any subsidiary or affiliate of Michaels, parents, subsidiaries, predecessors, successors and assignsor (c) claims of age discrimination under the Age Discrimination in Employment Act of 1967, as well as its present amended (the "ADEA"). Employee understands and acknowledges that this Agreement does not waive rights or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from claims under the beginning of time to, and including, ADEA or comparable state law that may arise after the date this Agreement is executed and does not waive his right to challenge this Agreement's waiver of ADEA claims under the Older Workers Benefit Protection Act. Employee represents and warrants to Michaels that Employee has not heretofore assigned or transferred, or purported to assign or transfer, to any person or entity, any Claim or any portion thereof or interest therein. As a material inducement to Employee to enter into this Agreement, including, without limitation, in any way relating to or arising out of the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) this Agreement; (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) of the Old Consulting Agreement; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto (collectively, the "Options") granted by Verso to O'Reilly. (b) Verso, for itself Michaels hereby irrevocably and on behalf of its agents, representatives, successors and assigns, hereby unconditionally releases, waives, acquits, withdraws, retracts, and forever discharges Employee and each of Employee's heirs, assigns, agents, representatives and attorneys, and all persons acting by, through, under or in concert with any of them (collectively, "Employee Releasees"), or any of them, from any and all claims, manner of actions, causes of action, in law Claims (other than Claims arising solely under this Agreement or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses from any fraud or disputes, known or unknown, fixed or contingentcriminal misconduct by Employee), which he Michaels now has has, owns, or may hereafter holds, or claims to have, directly own, or indirectlyhold, in or which Michaels at any capacitytime heretofore had, owned, or held, or claimed to have, own, or hold, against each or any of the Claimants and all and any of their respective present Employee Releasees arising by or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, before the date of this AgreementAgreement is executed by Employee. Michaels represents and warrants to Employee that Michaels has not heretofore assigned or transferred, includingor purported to assign or transfer, without limitationto any person or entity, in any way relating to Claim or arising out of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) this Agreement; (ii) the Consulting Agreements; any portion thereof or (iii) provided that the aggregate Award is greater than $125,000, the Optionsinterest therein.

Mutual Release. (a) Each Claimant, for itself or himself, as In consideration of the case may beconditions and mutual covenants set forth herein, and on behalf of other good and valuable consideration, Ivivi hereby releases and discharges Allergan and its or his agents, representativesemployees, officers, directors, shareholders, subsidiaries, affiliates, partners, independent contractors, predecessors, successors, heirs administrators, assigns and assignslegal representatives and any other parties claiming by, hereby releasesthrough, waivesor under Allergan, acquitswhether or not named herein (collectively, withdraws"ALLERGAN PARTIES"), retracts, and forever discharges from any and all claimsactions, manner of actionscharges, complaints, controversies, demands, causes of action, suits, rights, judgments and/or claims whatsoever, both in law or and in equity, suits, judgments, for debts, lienssums of money, contractscommissions, agreementsfees and costs, promisesattorneys fees, liabilitieslosses, demandspenalties, damages, lossesarising, costsdirectly or indirectly, expenses out of any promise, agreement, offer letter, contract, understanding, tort, or disputesapplicable law (whether statutory, common law, regulatory or otherwise, local, state, federal or otherwise), whether arising from the Distribution Agreement or by reason of any other matter, cause or thing whatsoever from the beginning of time through and including the date of this Agreement (collectively, "CLAIMS"), whether now existing or not, known or unknown, fixed and without regard to whether such liability may be direct, indirect or contingentcontingent upon the happening of some event or liability. In furtherance of, which he now has or may hereafter havebut without limiting, directly or indirectlythe foregoing, personally or in any capacityIvivi waives the right, against Verso and all and any of its present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time covenants not to, and includingxxx, institute, or cooperate in the date institution, commencement, filing, or prosecution of this Agreement, including, without limitation, in any way relating to or arising out of Claims against the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) this Agreement; (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) of the Old Consulting Agreement; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto (collectively, the "Options") granted by Verso to O'ReillyAllergan Parties. (b) VersoSubject to Section 6 of this Agreement, for itself in consideration of the conditions and on behalf of mutual covenants set forth herein, and other good and valuable consideration, Allergan hereby releases and discharges Ivivi and its agents, representativesemployees, successors officers, directors, shareholders, subsidiaries, affiliates, partners, independent contractors, predecessors, successors, administrators, assigns and assignslegal representatives and any other parties claiming by, hereby releasesthrough, waivesor under Allergan, acquitswhether or not named herein (collectively, withdraws"IVIVI PARTIES"), retracts, and forever discharges from any and all claimsClaims, manner of actions, causes of action, in law whether now existing or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputesnot, known or unknown, fixed and without regard to whether such liability may be direct, indirect or contingentcontingent upon the happening of some event or liability. In furtherance of, which he now has but without limiting, the foregoing, Allergan waives the right, and covenants not to, xxx, institute, or may hereafter havecooperate in the institution, directly commencement, filing, or indirectlyprosecution of any Claims against the Ivivi Parties. (c) Notwithstanding anything contained herein to the contrary, in any capacity, against any the release and discharge by each of the Claimants and all and any parties hereto pursuant to this Section 8, does not constitute a release or discharge of their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or Claims arising out of or relating to the Old Consulting Agreements; provided, however, parties' undertakings in this Agreement or a breach by either party of this Agreement or a release or discharge of Claims arising out of or relating to the parties' undertakings in those provisions of the Distribution Agreement that nothing herein shall release survive the Claimants from their respective obligations under (i) this Agreement; (ii) the Consulting Agreements; termination thereof or (iii) provided that the aggregate Award is greater than $125,000, the Optionsa breach by either party of such provisions.

Mutual Release. (a) Each ClaimantEffective as of the date hereof, for itself or himselfeach Party, as the case may be, and on behalf of itself, himself and its or and his agents, representativesAffiliates, successors, predecessors, assigns, heirs and beneficiaries and, to the extent acting in a representative capacity of any such person, such person’s Representatives (as applicable, collectively, the “Releasing Parties”), hereby fully and finally remises, releases, acquits and forever discharges, and covenants not to xxx or take any steps to pursue or further any Legal Proceeding against, each other Party, its Affiliates, successors, predecessors, assigns, hereby releasessubsidiaries and each of its past or current insurers and Representatives (as applicable, waivescollectively, acquitsthe “Released Parties”), withdraws, retracts, from and forever discharges in respect of any and all claims, manner of actions, claims and causes of action, in suits, debts, accounts, bonds, bills, covenants, contracts, controversies, claims, counterclaims, demands, liabilities, obligations, damages, costs, expenses, compensation and other relief of every kind and nature whatsoever, at law or in equity, suitswhether based on any federal, judgmentsstate or foreign law or right of action, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, whether known or unknown, fixed whether foreseen or contingentunforeseen, whether matured or unmatured, in each case, which he now such Releasing Parties, or any of them, had, has or may hereafter havehave directly arising out of, directly connected with or indirectly, personally related to the Investors’ investment in the Company on or in any capacity, against Verso and all and any of its present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, prior to the date of this Agreement, including, without limitation, in any way relating to or arising out of the that certain consulting agreement hereof (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"“Claims”); provided, however, that nothing herein in this Section 4.4 shall release Verso from its obligations under (i) this Agreement; (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) be construed to release, acquit or discharge any Claims or rights that any of the Old Consulting Agreement; Releasing Parties had, have or may have pursuant to this Agreement (iv) provided that the aggregate Award “Release”). If any Claim is greater than $125,000not subject to the Release, those certain stock options (includingto the extent permitted by law, without limitationeach Party waives, and shall cause the applicable Releasing Parties to waive, any stock option agreement relating thereto) described right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on Exhibit B hereto (collectively, such a Claim in which any other Party or any of the "Options") granted by Verso to O'Reillyother applicable Released Parties is a party. (b) Verso, for itself and on behalf of its agents, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retractsEach Party agrees that it shall not, and forever discharges shall cause the applicable Releasing Parties not to, institute any Legal Proceeding against any applicable Released Party with respect to any and all Claims released in this Agreement. Each Party hereby represents and warrants that it has access to adequate information regarding the terms of the Release, the scope and effect of the releases set forth herein and all other matters encompassed by the Release to make an informed and knowledgeable decision with regard to entering into the Release and has not relied on the applicable Released Parties in deciding to enter into the Release and has instead made its own independent analysis and decision to enter into the Release. (c) Each Party acknowledges that the consideration payable pursuant to this Agreement provides good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in the Release and this Agreement. Each Party waives any and all rights (to the extent permitted by state law, federal law, principles of common law or any other law) which may have the effect of limiting the Release as set forth in this Section 4.4. Without limiting the generality of the foregoing, each Party acknowledges that there is a risk that the damages and costs which it believes it has suffered or will suffer may turn out to be other than or greater than those now known, suspected, or believed to be true. Facts on which each Party has been relying in entering into this Agreement may later turn out to be other than or different from those now known, suspected or believed to be true. Each Party acknowledges that in entering into this Agreement, it has expressed that it agrees to accept the risk of any such possible unknown damages, claims, manner facts, demands, actions, and causes of actionsaction. Each Party acknowledges and agrees that the releases and covenants provided for in this Article V are binding, unconditional and final as of the date hereof. (d) Each Party represents and warrants that it has not heretofore transferred or assigned, or purported to transfer or assign, to any person, firm, or corporation any claims, demands, obligations, losses, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, lossespenalties, costs, expenses expenses, attorneys’ fees, liabilities or disputes, known or unknown, fixed or contingent, which he now has or may hereafter have, directly or indirectly, in any capacity, against any indemnities herein released. Each of the Claimants Parties represents and all and warrants that neither it nor any of their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from assignee has filed any lawsuit against the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) this Agreement; (ii) the Consulting Agreements; or (iii) provided that the aggregate Award is greater than $125,000, the Optionsother Party.

Mutual Release. (ai) Each Claimant, for itself or himself, as the case may beJoytoto and Joyon Entertainment, and on behalf of any entity which Joytoto and Joyon Entertainment maintain a direct or indirect controlling or majority interest, hereby release and forever discharge Pollex, its or his respective present and future directors, officers, managers, partners, agents, consultants, employees, representatives, successors, heirs and assigns, hereby releases, waives, acquits, withdraws, retractsattorneys, and forever discharges insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Pollex Releasees”), of and from all claims, manner of demands, actions, causes of action, in law or in equityrights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, judgmentsand proceedings of whatsoever kind, debtsnature, liensor description, contractsdirect or indirect, agreements, promises, liabilities, demands, damages, losses, costs, expenses vested or disputescontingent, known or unknown, fixed suspected or contingentunsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that Pollex, and any entity with which he now has or may hereafter have, directly or indirectly, personally Pollex is affiliated or in any capacitywhich it maintains a direct or indirect controlling or majority interest, against Verso and all and any of its present or former affiliates, parents, subsidiaries, their predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractorsofficers, directors, officers, partners, employees, associatesagents, legal representatives, consultantssuccessors or assigns, attorneys and insurersever had, whatsoevernow has, or hereafter can, shall, or may have, against Pollex Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time tothe world through, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the that certain consulting agreement Agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"“Pollex Claims”); provided, however, that nothing herein shall release Verso from its obligations under (i) this Agreement; and (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) Pollex, and any entity which Pollex maintains a direct or indirect controlling or majority interest, hereby releases and forever discharges Joyoto and Joyon Entertainment, its present and future directors, officers, managers, partners, agents, consultants, employees, representatives, attorneys, and insurers, as applicable, together with all successors and assigns of any of the Old Consulting Agreement; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto foregoing (collectively, the "Options") granted by Verso to O'Reilly. (b) Verso“Joytoto Releasees”), for itself of and on behalf of its agents, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and from all claims, manner of demands, actions, causes of action, in law or in equityrights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, judgmentsand proceedings of whatsoever kind, debtsnature, liensor description, contractsdirect or indirect, agreements, promises, liabilities, demands, damages, losses, costs, expenses vested or disputescontingent, known or unknown, fixed suspected or contingent, which he now has or may hereafter have, directly or indirectlyunsuspected, in contract, tort, law, equity, or otherwise, under the laws of any capacityjurisdiction, against any of the Claimants that Joytoto and all Joyon Entertainment, and any of entity with which Joytoto and Joyon Entertainment is affiliated or in which it maintains a direct or indirect controlling or majority interest, or their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractorsofficers, directors, officers, partners, employees, associatesagents, legal representatives, consultantssuccessors or assigns, attorneys and insurersever had, whatsoevernow has, or hereafter can, shall, or may have, against the Joytoto Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time tothe world through, and including, the date of this AgreementAgreement (“Joytoto Claims” and with the Pollex Claims, includingthe “Claims”). Notwithstanding anything herein to the contrary, without limitation, in any way relating to or arising out the release of the Old Consulting Agreements; provided, however, that nothing herein Joytoto Claims and Pollex Claims shall not release the Claimants from their respective obligations any claims or responsibilities under (i) this Agreement; (ii) the Consulting Agreements; or (iii) provided . It is understood and agreed that the aggregate Award Parties hereby expressly waive any and all laws or statutes, of any jurisdiction whatsoever, which may provide that a general release does not extend to claims not known or suspected to exist at the time of executing a release which if known would have materially affected the decision to give said release. It is greater than $125,000, expressly intended and agreed that this Agreement does in fact extend to such unknown or unsuspected Claims related to anything which has happened to the Optionsdate hereof even if knowledge thereof would have materially affected the decision to give said release.

Mutual Release. (a) Each ClaimantIn consideration of and subject to the promises made in this Settlement Agreement, for itself or himselfLonza, as the case may beRegenicin and Amarantus, individually and together on behalf of its or his agentstheir respective direct and indirect parent and subsidiary companies, representativesaffiliates, predecessors (including Regenicin as a predecessor to Amarantus), successors, heirs and assigns, hereby releasesand each of their respective past and present officers, waivesdirectors, acquitsstockholders, withdrawsemployees, retractsagents, heirs, executors, administrators, insurers, attorneys, and consultants, and all persons or entities taking by, through, or under them (each an “Affiliate” and collectively, “Affiliates”), hereby release, acquit, covenant not to sxx and forever discharges discharge each other and each other’s Affiliates, and their or their Affiliates’ respective directors, officers, employees, agents, attorneys, insurers, aliases, affiliates and consultants, of and from any and all claims, manner of actionscounterclaims, causes of action, in law or in equity, suitsdemands, judgments, debtsliabilities, liensdamages, costs, including attorneys’ fees, losses, accounts, bonds, bills, covenants, contracts, agreements, promises, liabilitiescomplaints, demandsand causes of action of whatever kind or character, damages, losses, costs, expenses or disputes, whether known or unknown, fixed or contingent, which he now has or may hereafter have, directly or indirectly, personally or in any capacity, against Verso and all and any of its present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) this Agreement; (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) of the Old Consulting Agreement; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto (collectively, the "Options") granted by Verso to O'Reilly. (b) Verso, for itself and on behalf of its agents, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner of actions, causes of action, in at law or in equity, suitswhich Lonza, judgmentsAmarantus and/or Regenicin have, debtsmay have, liensever had, contractsor may in the future have against each other arising from or related to the Action, agreementsincluding all Claims and Counterclaims that were asserted or could have been asserted therein. This Mutual Release expressly includes, promisesbut is not limited to any claims, liabilities, demands, damages, losses, costs, expenses or disputes, whether known or unknown, fixed asserted or contingentunasserted, which he now has or may hereafter have, directly or indirectly, in any capacity, against any of the Claimants and all and any of their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time relating to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) this Agreement; the Know-How License, and/or (ii) Regenicin’s claim of right, title, interest in and/or ownership of Cutanogen and/or the Consulting Agreements; or Product, (iii) provided that the aggregate Award is greater than $125,000Know-How License and Stock Purchase Agreement, dated June 30, 2009, between LWI and Vectoris Pharma LLC (the “Vectoris Agreement”) and/or (iv) claims relating to Lonza’s and/or Cutanogen’s intellectual property, manufacturing rights and know-how technology; (v) claims related to Lonza’s right to any payments due from Regenicin; and/or (vi) claims for attorneys’ fees and/or costs relating to the Action, to Regenicin’s Offer of Judgment filed in the Action and/or relating to the negotiation and/or settlement of the Action. Notwithstanding the foregoing, the OptionsMutual Release set forth herein shall not include any claims Amarantus or Lonza may have pursuant to the Option Agreement between Amarantus and Lonza, as amended (the “Option Agreement”).

Mutual Release. (a) Each ClaimantEffective from and after the Effective Date, for itself or himselfeach of Concord and Sponsor, as on the case may beone hand, and the Company, Topco and Merger Sub, on the other hand, acknowledge and agree, in each case on behalf of itself and each of its or his respective Affiliates, Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors, heirs predecessors or assigns (each, a “Releasing Party”), that: a. Releasing Party (i) has no Claims (as defined below), (ii) has not transferred or assigned, or purported to transfer or assign, any Claims, and assigns(iii) will not transfer or assign, or purport to transfer or assign, any Claims, in each case, against the Company, Topco or Merger Sub, on the one hand, or Concord or Sponsor, on the other hand, or any of their respective Affiliates, Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors, predecessors or assigns (collectively, the “Released Parties”); b. Releasing Party hereby unconditionally, irrevocably and forever releases, waives, acquits, withdraws, retractsacquits and discharges the Released Parties from, and forever discharges covenants not to sue any Released Parties for, any and all present, past, or future claims, manner of actionsdemands, allegations, assertions, complaints, controversies, charges, duties, grievances, rights, causes of action, in actions, suits, liabilities, debts, obligations, promises, commitments, agreements, guarantees, endorsements, duties, damages (whether compensatory, punitive, or otherwise), costs, losses, debts, expenses (including attorneys’ fees and costs incurred) of any nature, or other obligation of any type or nature whatsoever, whether at law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed asserted or not asserted, foreseen or unforeseen, direct or derivative, vested or contingent, which he now has or may hereafter haveunder the laws of any jurisdiction including, directly or indirectly, personally or in any capacity, against Verso and all and any of its present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time but not limited to, federal and includingstate statutes and constitutions, and common law under the date law of this Agreementthe United States or any other place whose law might apply, including, without limitationnotwithstanding anything to the contrary contained in the Transaction Agreement (together with the other documents and transactions contemplated thereby referred to collectively herein as “Transaction Documents”), in any way liabilities relating to fraud or willful material breach in connection with or arising out of from the that certain consulting agreement Transaction Agreement, the Transaction Documents or the Transactions, including but not limited to their negotiation, execution, performance or nonperformance (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"collectively, “Claims”); provided, however, that nothing herein this Section 4.b shall release Verso from its obligations under (i) not apply to Claims with respect to the payments and issuances set forth in Section 2; c. Each Party acknowledges and understands that there is a risk that subsequent to the execution of this Termination Agreement; (ii) , each Party may discover, incur or suffer Claims that were unknown or unanticipated at the O'Reilly Consulting Agreement; (iii) Section 9(a) time of the Old Consulting execution of this Termination Agreement; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto (collectively, the "Options") granted by Verso to O'Reilly. (b) Verso, for itself and on behalf of its agents, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claimswhich, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, if known or unknown, fixed or contingent, which he now has or may hereafter have, directly or indirectly, in any capacity, against any of the Claimants and all and any of their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, on the date of the execution of this Termination Agreement, including, without limitation, in any way relating might have materially affected such Party’s decision to or arising out enter into and execute this Termination Agreement. Each Party further agrees that by reason of the Old Consulting Agreements; providedreleases contained herein, however, each Party is assuming the risk of such unknown Claims and agrees that nothing herein shall release the Claimants from their respective obligations under (i) this Agreement; (ii) the Consulting Agreements; or (iii) provided that the aggregate Award is greater than $125,000, the OptionsTermination Agreement applies thereto.

Mutual Release. (a) Each Claimant, for itself or himself, as the case may be, MENY and York Partners each on behalf of itself and its or his agents, representativesrespective predecessors, successors, heirs and assigns, hereby releases, waives, acquits, withdraws, retractssubsidiaries and other Affiliates, and each of their respective officers, directors, shareholders, partners, employees, attorneys, agents and servants, and their respective predecessors, successors and assigns (collectively, the "Releasing Parties"), do hereby forever discharges release and discharge the other, the other Partners predecessors, successors, assigns, parents, subsidiaries and other Affiliates, and each of their respective officers, directors, shareholders, partners, employees, attorneys, agents and servants, and their respective predecessors, successors, successors and assigns (the "Released Parties"), from any and all claimsclaims existing, manner owned, held or alleged, or which claims could, might, or may be claimed to exist, of actionswhatever kind or name, causes of actionon or prior to the date hereof, in law whether direct or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputesindirect, known or unknown, suspected or unsuspected, liquidated or unliquidated, matured or unmatured, fixed or contingent, irrespective of how, why, or by reason of what facts such claims arose (all such claims are herein collectively referred to as "Released Claims") which he now has or may hereafter have, directly or indirectly, personally or in any capacity, against Verso and all and any of its present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising relate to, arise out of or are connected with (a) this Agreement or the that certain consulting agreement Partnership and any liabilities or obligations hereunder or thereunder, and (as amendedb) which is any and all other actions (or inaction), discussions, negotiations, agreements, undertakings and other matters concerning the subject design, construction, development, ownership, financing, management or operation of the Proceeding (Project in each case allegedly occurring on or prior to the "Old Consulting Agreement"); date hereof provided, however, that nothing herein the foregoing covenant and release shall release Verso from its obligations under (i) not operate to discharge any loan, advance or debt extended by any Person or any cost or expense evidenced by this Agreement or the York Reimbursement Agreement; (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) , or to discharge either or both of the Old Consulting Agreement; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto (collectively, the "Options") granted by Verso to O'Reilly. (b) Verso, for itself and on behalf of its agents, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which he now has or may hereafter have, directly or indirectly, in any capacity, against any of the Claimants and all and Partners from any of their respective present obligations hereafter arising under this Agreement or former affiliatesany other agreement to which it is a party. Each Partner hereby agrees, parents, subsidiaries, predecessors, successors represents and assigns, as well as their present warrants that it realizes and acknowledges that the foregoing covenant and release has been negotiated and agreed upon in light of the realization that factual matters now unknown to it may have given or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time tomay hereafter give rise to Released Claims, and including, that it nevertheless hereby intends to grant such release and to covenant and agree not to xxx or take other action against the date of this Agreement, including, without limitation, in other for any way relating to such known or arising out of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) this Agreement; (ii) the Consulting Agreements; or (iii) provided that the aggregate Award is greater than $125,000, the Optionsunknown Released Claims.

Mutual Release. (a) Each Claimant, for itself or himself, as the case may be, and on behalf of its or his agents, representatives, successors, heirs and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which he now has or may hereafter have, directly or indirectly, personally or in any capacity, against Verso and all and any of its present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) this Agreement; (ii) the O'Reilly Lewis Consulting Agreement; (iii) Section 9(a) of the Old Consulting AgreementXxxxement; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto (collectively, the "Options") granted by Verso to O'ReillyLewis. (b) Verso, for itself and on behalf of its agentsagxxxx, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which he now has or may hereafter have, directly or indirectly, in any capacity, against any of the Claimants and all and any of their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) this Agreement; (ii) the Consulting Agreements; or (iii) provided that the aggregate Award is greater than $125,000, the Options.

Mutual Release. (a) Each ClaimantEffective upon the Closing, each of ADES, for itself or himself, as the case may be, and on behalf of its or his agentsSubsidiaries, representativesofficers, successorsdirectors, heirs employees, successors and assignsassigns (including after Closing, the Arq Subsidiaries) (each, an “ADES Releasing Party”), hereby irrevocably releases, waives, acquits, withdraws, retracts, waives and forever discharges any and all claims, manner of actionsdemands, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promisesobligations, liabilities, demandsdefenses, damagesaffirmative defenses, lossessetoffs, costscounterclaims, expenses actions and causes of action of whatever kind or disputes, known or unknown, fixed or contingentnature, which he now has any ADES Releasing Party has, may have or might have or may hereafter have, directly or indirectly, personally assert now or in any capacitythe future against the equityholders and the officers, against Verso and all and any of its present or former affiliatesdirectors, parentsemployees, subsidiariescontrolling persons, predecessorspartners, members, managers, agents, representatives, successors and assigns, of Arq and the Arq Subsidiaries (in each case in their capacity as well as its present or former ownerssuch) (each, shareholdersan “Arq Released Party”), investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of (i) the that certain consulting agreement Contemplated Transactions and (as amendedii) which is the subject Arq Released Party’s management of, investment in, or ownership of securities of, the Proceeding Arq Subsidiaries, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown (the "Old Consulting Agreement"“ADES Released Claims”); provided, however, that nothing herein contained in this Section 4.12(a) shall release Verso from its release, waive, discharge or otherwise affect the rights or obligations under (i) of any party to the extent related to or arising out of covenants and undertakings provided in this Agreement; (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) Agreement or any of the Old Consulting Agreement; other Ancillary Agreements or (iv) provided that the aggregate Award is greater than $125,000apply to any claim involving fraud. Each ADES Releasing Party shall refrain from, those certain stock options (includingdirectly or indirectly, without limitationasserting any claim or demand or commencing, distributing or causing to be commenced, any stock option agreement relating thereto) described action or proceeding of any kind against any Arq Released Party, based on Exhibit B hereto (collectively, the "Options") granted by Verso to O'Reillyany ADES Released Claim. (b) VersoEffective upon the Closing, Arq, for itself and on behalf of its Affiliates, officers, directors, employees, successors and assigns (each, an “Arq Releasing Party”), hereby irrevocably releases, waives and discharges any and all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, which any Arq Releasing Party has, may have or might have or may assert now or in the future against ADES and its Subsidiaries (including the Arq Subsidiaries) and their respective Affiliates, officers, directors, employees, controlling persons, partners, members, managers, owners, agents, representatives, successors and assignsassigns (in each case in their capacity as such) (each, hereby releasesan “ADES Released Party”), waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which he now has or may hereafter have, directly or indirectly, in any capacity, against any of the Claimants and all and any of their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the Old Consulting AgreementsADES Released Party’s management of, investment in, or ownership of securities of, ADES and its Subsidiaries, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown (the “Arq Released Claims”); provided, however, that nothing herein contained in this Section 4.12(b) shall release release, waive, discharge or otherwise affect the Claimants from their respective rights or obligations under of any Person to the extent related to or arising out of covenants and undertakings provided in this Agreement or any of the Ancillary Agreements, or in apply to any claim involving fraud. Each Arq Releasing Party shall refrain from, directly or indirectly, asserting any claim or demand or commencing, distributing or causing to be commenced, any action or proceeding of any kind against any ADES Released Party, based on any Arq Released Claim. (ic) this Agreement; (ii) Each of Arq and ADES acknowledges that it may hereafter discover facts different from, or in addition to, those which it now knows or believes to be true with respect to the Consulting Agreements; ADES Released Claims or (iii) provided the Arq Released Claims, respectively, and agrees that the aggregate Award is greater than $125,000release set forth in this Section 4.12 shall, effective upon the OptionsClosing, be and remain effective in all respects notwithstanding such different or additional facts or the discovery thereof.

Mutual Release. (a) Each ClaimantIn consideration of the covenants, for itself or himselfagreements and undertakings of the parties to this Agreement, as effective upon the case may beClosing Date, and each party hereto, on behalf of itself and its or his agentsrespective present and former parents, representativesdirect and indirect subsidiaries, affiliates, employees, officers, directors, shareholders, members, equity holders, successors, heirs agents, representatives and assignsassigns (collectively, "Releasors") hereby releases, waives, acquits, withdraws, retracts, and forever discharges and holds harmless the other parties hereto and each of their respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, equity holders, agents, representatives, successors and assigns (collectively, "Releasees") of and from any and all claims, manner of actions, causes of action, in law or in equity, suits, judgmentslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, demandstrespasses, damages, lossesjudgments, costsextents, expenses or disputesexecutions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, fixed foreseen or contingentunforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, "Claims"), which he any of such Releasors ever had, now has have, or hereafter can, shall, or may hereafter have, directly or indirectly, personally or in any capacity, have against Verso and all and any of its present such Releasees for, upon, or former affiliatesby reason of any matter, parentscause, subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, thing whatsoever from the beginning of time through and including the Closing Date arising out of or relating to this Agreement and the Original Transaction Documents including, but not limited to, the TA Letters, and includingthe SPAs and the Documents, the date of except for any surviving obligations as expressly provided for in this Agreement, including, without limitation, in any way and Claims relating to rights, remedies and obligations preserved by, created by or otherwise arising out of this Agreement and/or the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) this Agreement; (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) of the Old Consulting Agreement; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto (collectively, the "Options") granted by Verso to O'ReillyDocuments. (b) VersoEach Releasor understands that it may later discover Claims or facts that may be different from, for itself and on behalf or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of its agents, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retractsthe release contained in this Section 9, 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 9. Nevertheless, the Releasors intend to fully, finally and forever discharges any settle and release all claimsClaims that now exist, manner of actionsmay exist or previously existed, causes of actionas set forth in the release contained in this Section 9, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, whether known or unknown, fixed foreseen or contingentunforeseen, which he now has or may hereafter have, directly suspected or indirectly, in any capacity, against any of the Claimants and all and any of their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time tounsuspected, and includingthe release given herein is and will remain in effect as a complete release, notwithstanding the date discovery or existence of this Agreement, including, without limitation, in such additional or different facts. The Releasors hereby waive any way relating to right or arising out Claim that might arise as a result of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) this Agreement; (ii) the Consulting Agreements; such different or (iii) provided that the aggregate Award is greater than $125,000, the Optionsadditional Claims or facts.

Mutual Release. (a) Each ClaimantEffective as of the date hereof, for itself or himselfeach Party, as the case may be, and on behalf of itself, himself and its or and his agentsaffiliates, including the Xxxxx Family, successors, predecessors, assigns, heirs, estates, trustees and beneficiaries and, to the extent acting in a representative capacity of any such person, such person’s creditors, representatives, agents and attorneys (as applicable, collectively, the “Releasing Parties”), hereby fully and finally remises, releases, acquits and forever discharges, and covenants not to xxx or take any steps to pursue or further any Legal Proceeding against, each other Party, its affiliates, successors, heirs and predecessors, assigns, hereby releasessubsidiaries (and in the case of the Purchaser, waivesany member of the Xxxxx Family) and each of its past or current directors, acquitsofficers, withdrawsprincipals, retractsemployees, agents or representatives (as applicable, collectively, the “Released Parties”), from and forever discharges in respect of any and all claims, manner of actions, claims and causes of action, in suits, debts, accounts, bonds, bills, covenants, contracts, controversies, claims, counterclaims, demands, liabilities, obligations, damages, costs, expenses, compensation and other relief of every kind and nature whatsoever, at law or in equity, suitswhether based on any federal, judgmentsstate or foreign law or right of action, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, whether known or unknown, fixed whether foreseen or contingentunforeseen, whether matured or unmatured, in each case, which he now such Releasing Parties, or any of them, had, has or may hereafter have, have directly or indirectly, personally or in any capacity, against Verso and all and any of its present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the that certain consulting agreement of, connected with or related to this Agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"“Claims”); provided, however, that nothing herein in this Section 4.3 shall release Verso from its obligations under (i) this Agreement; (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) be construed to release, acquit or discharge any Claims or rights that any of the Old Consulting Agreement; Releasing Parties had, have or may have pursuant to this Agreement (iv) provided that the aggregate Award “Release”). If any Claim is greater than $125,000not subject to the Release, those certain stock options (includingto the extent permitted by law, without limitationeach Party waives, and will cause the applicable Releasing Parties to waive, any stock option agreement relating thereto) described right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on Exhibit B hereto (collectively, such a Claim in which any other Party or any of the "Options") granted by Verso to O'Reillyother applicable Released Parties is a party. (b) Verso, for itself and on behalf of its agents, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retractsEach Party agrees that it will not, and forever discharges will cause the applicable Releasing Parties not to, institute any litigation, lawsuit, claim or action against any applicable Released Party with respect to any and all Claims released in this Agreement. Each Party hereby represents and warrants that it has access to adequate information regarding the terms of the Release, the scope and effect of the releases set forth herein and all other matters encompassed by the Release to make an informed and knowledgeable decision with regard to entering into the Release and has not relied on the applicable Released Parties in deciding to enter into the Release and has instead made its own independent analysis and decision to enter into the Release. (c) Each Party acknowledges that the consideration payable pursuant to this Agreement provides good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in the Release and this Agreement. Each Party waives any and all rights (to the extent permitted by state law, federal law, principles of common law or any other law) which may have the effect of limiting the Release as set forth in this Section 4.3. Without limiting the generality of the foregoing, each Party acknowledges that there is a risk that the damages and costs which it believes it has suffered or will suffer may turn out to be other than or greater than those now known, suspected, or believed to be true. Facts on which each Party has been relying in entering into this Agreement may later turn out to be other than or different from those now known, suspected or believed to be true. Each Party acknowledges that in entering into this Agreement, it has expressed that it agrees to accept the risk of any such possible unknown damages, claims, manner facts, demands, actions, and causes of actionsaction. Each Party acknowledges and agrees that the releases and covenants provided for in this Article IV are binding, unconditional and final as of the date hereof. (d) Each Party represents and warrants that it has not heretofore transferred or assigned, or purported to transfer or assign, to any person, firm, or corporation any claims, demands, obligations, losses, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, lossespenalties, costs, expenses expenses, attorneys’ fees, liabilities or disputes, known or unknown, fixed or contingent, which he now has or may hereafter have, directly or indirectly, in any capacity, against any indemnities herein released. Each of the Claimants Parties represents and all and warrants that neither it nor any of their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from assignee has filed any lawsuit against the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) this Agreement; (ii) the Consulting Agreements; or (iii) provided that the aggregate Award is greater than $125,000, the Optionsother Party.

Mutual Release. (a) Each ClaimantExcept as expressly provided in this Termination Agreement, the Parties, for itself or himself, as the case may be, and on behalf of its or his agentsthemselves and each of their respective future, current and/or former officers, directors, shareholders, representatives, principals, agents, employees, trustees, partners, general partners, limited partners, co-venturers, parents, subsidiaries, affiliates, predecessors, successors, heirs and assigns, beneficiaries, heirs, executors, administrators, insurers, attorneys and all persons acting by, through, under, in concert with or on behalf of any of them hereby releasesirrevocably and unconditionally release and hereby completely and fully remise, waivesrelease, acquitsacquit and forever discharge each other, withdrawseach of their respective future, retractscurrent and/or former officers, directors, shareholders, representatives, principals, agents, employees, trustees, partners, general partners, limited partners, co-venturers, parents, subsidiaries, affiliates, predecessors, successors, assigns, beneficiaries, heirs, executors, administrators, insurers, attorneys and all persons acting by, through, under, or in concert with any of them, from all charges, complaints, claims, demands, liabilities, obligations, actions, and forever discharges any and all claims, manner of actions, causes of actionaction of any kind or nature (including for attorneys' fees, in law or interest, expenses and costs actually incurred), whether at law, in equity, suitsor by statute, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses liquidated or disputesunliquidated, known or unknown, suspected or unsuspected, reasonably discoverable or not, present, fixed or contingent, which he now has arising out of, concerning or may hereafter haverelating, directly or indirectly, personally or in any capacity, against Verso and all and any of its present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) this the Distribution Agreement; , (ii) the O'Reilly Consulting negotiation, formation or termination of the Distribution Agreement; , (iii) Section 9(a) the negotiation or formation of the Old Consulting Agreement; this Termination Agreement or (iv) provided that the aggregate Award is greater than $125,000Product, those certain stock options (includingwhich exist as of the Termination Effective Date or may arise hereafter and which could be asserted in any forum, including without limitationlimitation administrative, any stock option agreement relating thereto) described on Exhibit B hereto (collectivelyarbitral or judicial. Without limiting the foregoing, the "Options") granted by Verso to O'Reillyparties expressly acknowledge and agree that this release shall encompass and include claims for fraud and fraudulent inducement. (b) Verso, for itself and on behalf of its agents, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which he now has or may hereafter have, directly or indirectly, in any capacity, against any of the Claimants and all and any of their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) this Agreement; (ii) the Consulting Agreements; or (iii) provided that the aggregate Award is greater than $125,000, the Options.

Mutual Release. A. Except for (ai) Each Claimantthose obligations created by or arising out of this Transition Agreement, for itself or himself(ii) Executive's existing benefits under the Xxxxx Instruments Corp. 1997 Stock Incentive Plan, as the case may beamended (which benefits shall remain in effect as specified in Section II hereof), and (iii) the obligations of the Company in favor of Executive under the Company's Certificate of Incorporation, Bylaws or pursuant to that certain Indemnity Agreement, dated March 1, 1998, between Executive and the Company (the "Indemnity Agreement"), Executive on behalf of himself, his descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to xxx and fully releases and discharges the Company, and its or his parents, subsidiaries and affiliates, past and present, and each of them, as well as its and their trustees, directors, officers, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, heirs past and assigns, hereby releases, waives, acquits, withdraws, retractspresent, and forever discharges each of them, hereinafter together and collectively referred to as "the Company Releasees," with respect to and from any and all claims, manner of wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, in law or in equityobligations, suitsdebts, costs, expenses, attorneys' fees, damages, judgments, debtsorders and liabilities of whatever kind or nature in law, liensequity or otherwise, contractswhether now known or unknown, agreementswhich he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against said Company Releasees, promisesarising out of or in any way connected with his service as an officer, liabilitiesdirector, demandsor employee of any of the Company Releasees, damageshis separation from his position as an officer, lossesdirector, costsand employee of any of the Company Releasees, expenses or disputesany other transactions, occurrences, acts or omissions or any loss, damage or injury whatsoever, known or unknown, fixed suspected or contingentunsuspected, resulting from any act or omission by or on the part of said Company Releasees, or any of them, committed or omitted prior to the date of this Transition Agreement including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the California Fair Employment and Housing Act, the California Family Rights Act, or any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers' compensation or disability. B. Except for those obligations created by or arising out of this Transition Agreement, the Company on behalf of itself, its directors, officers, subsidiaries, assigns, and successors, and each of them, hereby covenants not to xxx and fully releases and discharges Executive, his descendants, dependents, heirs, executors, administrators, assigns and successors, past and present, and each of them, as well as their trustees, directors, officers, agents, attorneys, insurers, employees, stockholders and representatives from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys' fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, which he it now owns or holds or it has at any time heretofore owned or held or may hereafter havein the future hold as against Executive, arising out of or in any way connected with his service as an officer, director, or employee of the Company or any of its subsidiaries, his separation from his position as an officer, director, and employee of the Company or any of its subsidiaries, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of Executive, committed or omitted prior to the date of this Transition Agreement and in any way related to the Company. C. It is the intention of Company and Executive in executing this instrument that the same shall be effective as a bar to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention, the Company and Executive each hereby expressly waives any and all rights and benefits conferred upon such party by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE and expressly consents that this Transition Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. SECTION 1542 provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." The Company and Executive each acknowledges that such party understands the significance and consequence of such release and such specific waiver of SECTION 1542. D. In addition (i) Executive agrees that he shall not directly or indirectly, personally make or in ratify any capacitystatement, against Verso public or private, oral or written, to any person that disparages, either professionally or personally, the Company or its subsidiaries and all and any of its present or former affiliates, parentspast and present, subsidiaries, predecessors, successors and assignseach of them, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, and their directors, officers, partners, officers and employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning each of time to, them and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) this Agreement; (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) of the Old Consulting Agreement; or (iv) provided Company agrees that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto (collectively, the "Options") granted by Verso to O'Reilly. (b) Verso, for itself and on behalf of its agents, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which he now has or may hereafter have, it shall not directly or indirectly, make or ratify any statement, public or private, oral or written, to any person that disparages Executive, either professionally or personally. The Company shall have no right to offset payments otherwise required under this Agreement in the event of a breach of Executive's undertakings in this paragraph but the Company shall in such event be permitted to seek specific performance and any capacityother remedies available to it, against including recovery of any damages incurred by it as a result of such breach. E. The Company expressly acknowledges that the provisions of the Claimants and all and any of their respective present or former affiliatesIndemnity Agreement, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time toincluding Section 8 thereof, and includingthe provisions of Section 14 of the Employment Agreement continue to apply to Executive. Accordingly, the date Company covenants and agrees that as long as Executive shall continue to serve as a director and/or officer of the Company and thereafter so long as Executive shall be subject to any possible Proceeding, the Company, subject to the penultimate sentence of this AgreementSection VI.E, includingshall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance") in reasonable amounts from established and reputable insurers. In all D&O Insurance policies, without limitation, in any way relating Executive shall be provided the same rights and benefits as are accorded to or arising out the most favorably insured of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) Company's directors and officers. Notwithstanding anything in this Agreement; (ii) the Consulting Agreements; or (iii) provided that the aggregate Award is greater than $125,000Section VI.E, the OptionsCompany shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that insurance is not reasonably available, the premium costs for insurance are disproportionate to the amount of coverage provided or the coverage provided by insurance is so limited by exclusions that it provides an insufficient benefit. For purposes of this Section VI.E, the term "Proceeding" shall include any threatened, pending or completed action, suit or proceeding, whether brought by or in the name of the Company or otherwise and whether of a civil, criminal or administrative or investigative nature, by reason of the fact that Executive is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, whether or not he is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement is to be provided under the Indemnity Agreement.

Mutual Release. (a) Each ClaimantIn consideration of and subject to the promises made in this Settlement Agreement, for itself or himselfLonza, as the case may beRegenicin and Amarantus, individually and together on behalf of its or his agentstheir respective direct and indirect parent and subsidiary companies, representativesaffiliates, predecessors (including Regenicin as a predecessor to Amarantus), successors, heirs and assigns, hereby releasesand each of their respective past and present officers, waivesdirectors, acquitsstockholders, withdrawsemployees, retractsagents, heirs, executors, administrators, insurers, attorneys, and consultants, and all persons or entities taking by, through, or under them (each an "Affiliate" and collectively, "Affiliates"), hereby release, acquit, covenant not to xxx and forever discharges discharge each other and each other's Affiliates, and their or their Affiliates' respective directors, officers, employees, agents, attorneys, insurers, aliases, affiliates and consultants, of and from any and all claims, manner of actionscounterclaims, causes of action, in law or in equity, suitsdemands, judgments, debtsliabilities, liensdamages, costs, including attorneys' fees, losses, accounts, bonds, bills, covenants, contracts, agreements, promises, liabilitiescomplaints, demandsand causes of action of whatever kind or character, damages, losses, costs, expenses or disputes, whether known or unknown, fixed or contingent, which he now has or may hereafter have, directly or indirectly, personally or in any capacity, against Verso and all and any of its present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) this Agreement; (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) of the Old Consulting Agreement; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto (collectively, the "Options") granted by Verso to O'Reilly. (b) Verso, for itself and on behalf of its agents, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner of actions, causes of action, in at law or in equity, suitswhich Lonza, judgmentsAmarantus and/or Regenicin have, debtsmay have, liensever had, contractsor may in the future have against each other arising from or related to the Action, agreementsincluding all Claims and Counterclaims that were asserted or could have been asserted therein. This Mutual Release expressly includes, promisesbut is not limited to any claims, liabilities, demands, damages, losses, costs, expenses or disputes, whether known or unknown, fixed asserted or contingentunasserted, which he now has or may hereafter have, directly or indirectly, in any capacity, against any of the Claimants and all and any of their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time relating to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) this Agreement; the Know-How License, and/or (ii) Regenicin's claim of right, title, interest in and/or ownership of Cutanogen and/or the Consulting Agreements; or Product, (iii) provided that the aggregate Award is greater than $125,000Know-How License and Stock Purchase Agreement, dated June 30, 2009, between LWI and Vectoris Pharma LLC (the "Vectoris Agreement") and/or (iv) claims relating to Lonza's and/or Cutanogen's intellectual property, manufacturing rights and know how technology; (v) claims related to Lonza's right to any payments due from Regenicin; and/or (vi) claims for attorneys' fees and/or costs relating to the Action, to Regenicin's Offer of Judgment filed in the Action and/or relating to the negotiation and/or settlement of the Action. Notwithstanding the foregoing, the OptionsMutual Release set forth herein shall not include any claims Amarantus or Lonza may have pursuant to the Option Agreement between Amarantus ' and Lonza, as amended (the "Option Agreement").

Mutual Release. (a) Each ClaimantIn consideration of the covenants, for itself or himselfagreements and undertakings of the Parties under this Agreement, as effective upon the case may beEffective Date, each of Biodel, on one hand, and the Unilife Parties, on the other hand, on behalf of its or his themselves and their respective present and former parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, successors, and assigns (collectively, “Releasors”), hereby fully, completely, absolutely and unconditionally waives, releases, discharges and holds harmless the other and their respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, SUBJECT TO FRE 408 AND STATE EQUIVALENTS CONFIDENTIAL directors, shareholders, members, agents, representatives, successors, heirs and assignspermitted assigns (collectively, hereby releases“Releasees”), waives, acquits, withdraws, retracts, and forever discharges from any and all claims, manner of actions, causes of action, in law or in equityrights, suitsobligations, judgmentsdamages, losses, liabilities, demands, debts, liens, contracts, agreements, promisesactions, liabilitiesand claims of any kind or nature whatsoever, demandsat law and in equity, damages, losses, costs, expenses or disputes, regardless of whether known or unknown, fixed foreseen or unforeseen, suspected or unsuspected, vested or contingent, which he now has accrued or may hereafter haveunaccrued (collectively, directly or indirectly“Claims”), personally or including all Claims in any capacity, against Verso and all and way arising out of or relating to the Supply Agreement or any other agreement between the Parties in existence as of its present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and includingEffective Date, the date Existing Lawsuit, or the Arbitration; provided, however that the waivers and releases in this Article VII shall not include any Claims that seek to enforce, or relief for a breach of, any terms of this Agreement. Each Releasor understands that it may later discover Claims or facts that may be different from, includingor in addition to, without limitationthose that it or any other Releasor now knows or believes to exist regarding the Claims released in this Article VII, in any way relating to or arising out and which, if known at the time of the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) signing this Agreement; (ii) , may have materially affected this Agreement and such Releasor’s decision to enter into this Agreement and grant the O'Reilly Consulting Agreement; (iii) Section 9(a) of the Old Consulting Agreement; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto (collectivelyrelease contained in this Article VII. Nevertheless, the "Options") granted by Verso Releasors intend to O'Reilly. (b) Versofully, for itself and on behalf of its agents, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retracts, finally and forever discharges any settle and release all claimsClaims that now exist, manner of actionsmay exist, causes of actionor previously existed, as set out in law or the release contained in equitythis Article VII, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, whether known or unknown, fixed foreseen or contingentunforeseen, which he now has or may hereafter have, directly suspected or indirectly, in any capacity, against any of the Claimants and all and any of their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time tounsuspected, and includingthe release given herein is and will remain in effect as a complete release, notwithstanding the date discovery or existence of this Agreement, including, without limitation, in such additional or different facts. The Releasors hereby waive any way relating to right or arising out Claim that might arise as a result of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) this Agreement; (ii) the Consulting Agreements; such different or (iii) provided that the aggregate Award is greater than $125,000, the Optionsadditional Claims or facts.

Mutual Release. (a) Each ClaimantIn consideration of the covenants, for itself or himselfagreements and undertakings of the Parties under this Amendment, as the case may beeach Party, and on behalf of itself and its or his agentsrespective present and former parents, representativessubsidiaries, affiliates, officers, directors, shareholders, members, successors, heirs and assignsassigns (collectively, “Releasors”) hereby releases, waives, acquits, withdraws, retracts, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Releasees”) of and from any and all claims, manner of actions, causes of action, in law or in equity, suits, judgmentslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, liabilitiesvariances, demandstrespasses, damages, lossesjudgments, costsextents, expenses or disputesexecutions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, fixed foreseen or contingentunforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement (collectively, “Claims”), which he any of such Releasors ever had, now has have, or hereafter can, shall, or may hereafter have, directly or indirectly, personally or in any capacity, have against Verso and all and any of its present such Releasees for, upon, or former affiliatesby reason of any matter, parentscause, subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, thing whatsoever from the beginning of time to, and including, through the date of this Amendment arising out of or relating to the Indemnification Escrow Fund, the Escrow Agreement, including, without limitation, in any way breaches (or alleged breaches) by Buyer on or before the date hereof relating to the Agreement or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or arising out of or relating to the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein such release shall release Verso from its obligations under (i) this Agreement; (ii) not apply to any Claims related to the O'Reilly Consulting Agreement; (iii) Sellers’ representations and warranties set forth in Section 9(a) 3.01 and 3.03 of the Old Consulting Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the Agreement; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto (collectively, the "Options") granted by Verso to O'Reilly. (b) VersoEach Releasor understands that it may later discover Claims or facts that may be different from, for itself and on behalf or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of its agents, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retractsthe release contained in this Section 2, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever discharges any settle and release all claimsClaims that now exist, manner of actionsmay exist, causes of actionor previously existed, as set out in law or the release contained in equitythis Section 2, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, whether known or unknown, fixed foreseen or contingentunforeseen, which he now has or may hereafter havesuspected or unsuspected, directly and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or indirectlyexistence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections of any state or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in any capacity, against any Section 3.01 and 3.03 of the Claimants Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendment, or any other document delivered in connection with the transaction and all and any of their respective present shall not be obligated to indemnify or former hold harmless Buyer, or its affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractorsofficers, directors, officers, partnersmanagers, employees, associatesagents or other representatives from or against any cost, representativesloss, consultantsexpense, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to damage or arising out of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) this Agreement; (ii) the Consulting Agreements; or (iii) provided that the aggregate Award is greater than $125,000, the Optionsliability.

Mutual Release. (a) Each ClaimantWith the exception of Excluded Claims (defined below), for itself or himselfService Provider, as the case may be, and on behalf of itself and its or his agents, representatives, successors, heirs and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which he now has or may hereafter have, directly or indirectly, personally or in any capacity, against Verso and all and any of its present or former affiliates, parents, direct and indirect subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) this Agreement; (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) of the Old Consulting Agreement; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto (collectively, the "Options") granted by Verso to O'Reilly. (b) Verso, for itself and on behalf of its agents, representativesparents, successors and assigns, hereby releases, waivesremises, acquits, withdraws, retracts, acquits and forever discharges GM and its officers, directors, shareholders, employees, attorneys, agents, representatives, affiliates, direct and indirect subsidiaries, parents, successors and assigns, from any and all claims, manner of actions, actions and causes of action, suits, debts, obligations, mediation award/evaluations, choses in action, contracts, covenants, claims, sums of money, judgments, executions, damages, demands and rights whatsoever, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputesnow existing, known or unknown. (b) With the exception of Excluded Claims (defined below), fixed or contingentGM, which he now has or may hereafter haveon behalf of itself and its representatives, directly or indirectly, in any capacity, against any of the Claimants and all and any of their respective present or former affiliates, parents, direct and indirect subsidiaries, predecessorsparents, successors and assigns, as well as their present or former ownershereby releases, remises, acquits and forever discharges Service Provider and its officers, directors, shareholders, investorsemployees, lendersattorneys, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultantsaffiliates, attorneys direct and insurersindirect subsidiaries, parents, successors and assigns, from any and all manner of actions and causes of action, suits, debts, obligations, mediation award/evaluations, choses in action, contracts, covenants, claims, sums of money, judgments, executions, damages, demands and rights whatsoever, from in law or in equity, now existing, known or unknown. (c) For purposes of this Section, "Excluded Claims" means claims for (1) payment for services rendered in accordance with Section 8.00 of the beginning Agreement, (2) overcharges or undercharges under Sections 9.00 of time tothe Agreement, (3) property damage claims under Section 6.00 of the Agreement, and including, the date (4) any amounts due under Section 4 of this Agreement, including, without limitation, in any way relating to Second Amendment or arising out Section 12.02 of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under Agreement (i) this Agreement; (ii) the Consulting Agreements; or (iii) provided that the aggregate Award is greater than $125,000, the Optionsas amended herein).

Mutual Release. (a) Each ClaimantUpon the occurrence of the Release Time, for itself except as provided in Sections 2(c) or himself2(d) hereof, as the case may beTransform and each of Debtors, and on behalf of itself, its controlled affiliates, and each and all of its and its affiliates’ respective past and present successors and assigns or his any entity asserting a claim released hereunder either through or on behalf of any such parties (all such releasing persons and entities collectively, the “Releasing Parties”), does hereby fully, unconditionally and irrevocably release, relieve, waive, relinquish, remise, acquit and forever discharge the other Party and such other Party’s respective past, present and future agents, heirs, executors, administrators, conservators, successors, assigns, noteholders, participants, co-participants, direct and indirect parents, principals, subsidiaries, affiliates, related companies, shareholders, interest holders, investors, members, partners (including, without limitation, general and limited partners), managers, directors, representatives, successorscontractors, heirs service providers, receivers, attorneys and assigns, hereby releases, waives, acquits, withdraws, retractsbeneficiaries, and forever discharges the past, present and future officers, directors, and employees (all such released persons and entities collectively, the “Released Parties”) from, against, and in respect of any and all past, present and future claims, manner of actionscross-claims, causes of actioncounterclaims, in law or in equitythird-party claims, suitsdemands, judgmentsliabilities, obligations, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses expenses, controversies, actions, rights, suits, assessments, penalties, charges, indemnities, guaranties, promises, commitments, appeals, or disputescauses of action of whatsoever nature, known whether based in contract, tort or unknownotherwise, whether in law or equity and whether direct or indirect, fixed or contingent, which he now has that any of the Parties have or may hereafter have, directly or indirectly, personally or in any capacity, have against Verso and all and any of its present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the other Parties since the beginning of time totime, and includingunder, the date of this Agreement, including, without limitation, in any way relating to or arising out of or in connection with the that certain consulting agreement APA Claims (as amended) which is the subject all of the Proceeding (foregoing, the "Old Consulting Agreement"“Released Claims”); provided, howeverwhich Released Claims shall include for the avoidance of doubt any right to claim an award of attorneys’ fees or other costs and expenses incurred in, that nothing herein shall release Verso from its obligations under (i) this Agreement; (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) or in connection with, any of the Old Consulting Agreement; or foregoing. (ivb) provided that For the aggregate Award is greater than $125,000avoidance of doubt, those certain stock options nothing in this Agreement (including, without limitation, any stock option agreement relating theretoSection 2(a)) described on Exhibit B hereto (collectively, the "Options") granted by Verso to O'Reilly. (b) Verso, for itself and on behalf of its agents, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges waives or prejudices the rights of any and all claims, manner of actions, causes of action, in law Party or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which he now has or may hereafter have, directly or indirectly, in any capacity, against any of the Claimants and all and any of their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of Released Party to (i) enforce this Agreement, including, without limitation, in any way relating to or arising out of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) this Agreement; (ii) prosecute or defend against that certain appeal of the Consulting Agreements; Bankruptcy Court’s (A) Order Determining the Amount of Second-Lien Holders’ Section 507(b) Administrative Claims Pursuant to Rule 3012 of the Federal Rules of Bankruptcy Procedure [Docket No. 4740] currently pending in the United States District Court for the Southern District of New York, Case No. 19-cv-07660 (VB) or (iiiB) provided that the aggregate Award is greater than $125,000, the Options.Order (I)

Mutual Release. (a) Each ClaimantEffective from and after the Effective Date, for itself or himselfPurchaser, as on the case may beone hand, and the Company, Pubco and Merger Subs, on the other hand, acknowledge and agree, in each case on behalf of itself and each of its or his respective Affiliates, Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors, heirs predecessors or assigns (each, a “Releasing Party”), that: a. Releasing Party (i) has no Claims (as defined below), (ii) has not transferred or assigned, or purported to transfer or assign, any Claims, and assigns(iii) will not transfer or assign, or purport to transfer or assign, any Claims, in each case, against the Company, Pubco or Merger Subs, on the one hand, or Purchaser, on the other hand, or any of their respective Affiliates, Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors, predecessors or assigns (collectively, the “Released Parties”); b. Releasing Party hereby unconditionally, irrevocably and forever releases, waives, acquits, withdraws, retractsacquits and discharges the Released Parties from, and forever discharges covenants not to sue any Released Parties for, any and all present, past, or future claims, manner of actionsdemands, allegations, assertions, complaints, controversies, charges, duties, grievances, rights, causes of action, in actions, suits, liabilities, debts, obligations, promises, commitments, agreements, guarantees, endorsements, duties, damages (whether compensatory, punitive, or otherwise), costs, losses, debts, expenses (including attorneys’ fees and costs incurred) of any nature, or other obligation of any type or nature whatsoever, whether at law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed asserted or not asserted, foreseen or unforeseen, direct or derivative, vested or contingent, which he now has under the laws of any jurisdiction including, but not limited to, federal and state statutes and constitutions, and common law under the law of the United States or may hereafter haveany other place whose law might apply, directly including, notwithstanding anything to the contrary contained in the BCA (together with the Ancillary Documents (including, for the avoidance of doubt, the Contribution Agreement between Purchaser, on the one hand, and the Company, Pubco and Merger Subs, on the other hand) and other documents contemplated thereby referred to collectively herein as “Transaction Documents”), liabilities relating to fraud or indirectly, personally willful material breach in connection with or in any capacity, against Verso and all and any of its present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, arising from the beginning BCA, the Transaction Documents or the Transactions, including but not limited to their negotiation, execution, performance or nonperformance (collectively, “Claims”); c. Each Party acknowledges and understands that there is a risk that subsequent to the execution of this Termination Agreement, each Party may discover, incur or suffer Claims that were unknown or unanticipated at the time toof the execution of this Termination Agreement, and includingwhich, if known on the date of the execution of this Termination Agreement, including, without limitation, in any way relating might have materially affected such Party’s decision to or arising out enter into and execute this Termination Agreement. Each Party further agrees that by reason of the releases contained herein, each Party is assuming the risk of such unknown Claims and agrees that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) this Agreement; (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) of the Old Consulting Agreement; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating Termination Agreement applies thereto) described on Exhibit B hereto (collectively, the "Options") granted by Verso to O'Reilly. (b) Verso, for itself and on behalf of its agents, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which he now has or may hereafter have, directly or indirectly, in any capacity, against any of the Claimants and all and any of their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) this Agreement; (ii) the Consulting Agreements; or (iii) provided that the aggregate Award is greater than $125,000, the Options.

Mutual Release. (a) Each ClaimantExcept as provided in Section 5(b) and Section 5(c), for itself or himselfeach Seller, as on the case may beone hand, and the Buyer, on the other hand, in each case on behalf of itself, its controlled Affiliates, and each and every one of its and its Affiliates’ respective past and present successors and assigns or his any entity asserting a claim released hereunder either through or on behalf of any such parties, including any Buyer Indemnitee or Seller Indemnitee (all such releasing persons and entities collectively, the “Releasing Parties”), does hereby fully, unconditionally and irrevocably release, relieve, waive, relinquish, remise, acquit and forever discharge the other Party and such other Party’s respective past, present and future agents, heirs, executors, administrators, conservators, successors, assigns, noteholders or debtholders, participants, co-participants, direct and indirect parents, principals, subsidiaries, Affiliates, related companies, shareholders, interest holders, investors, members, partners (including, without limitation, general and limited partners), managers, directors, representatives, successorscontractors, heirs service providers, receivers, attorneys and assigns, hereby releases, waives, acquits, withdraws, retractsbeneficiaries, and forever discharges their past, present and future officers, directors, and employees (all such released persons and entities collectively, the “Released Parties”) from, against, and in respect of any and all past, present and future claims, manner of actionscross-claims, causes of actioncounterclaims, in law or in equitythird-party claims, suitsdemands, judgmentsliabilities, obligations, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses expenses, controversies, actions, rights, suits, assessments, penalties, charges, indemnities, guaranties, promises, commitments, appeals, or disputescauses of action of whatsoever nature, known whether based in contract, tort or unknownotherwise, whether in law or equity and whether direct or indirect, fixed or contingent, which he now has that any of the Parties have or may hereafter have, directly or indirectly, personally or in any capacity, have against Verso and all and any of its present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the other Parties since the beginning of time totime, under, arising out of or in connection with (i) the calculation of the Purchase Price and the Final Net Asset Amount, (ii) the Sellers’ Indemnification Obligations and the Buyer’s Indemnification Obligations, including Damages incurred by the Seller Indemnitees or the Buyer Indemnitees under the Related Agreements, and (iii) the Existing Agreements in relation to activities performed prior to the Closing (all of the foregoing, the “Released Claims”), which Released Claims shall include, for the avoidance of doubt, any right to claim an award of attorneys’ fees or other costs and expenses incurred in, or in connection with, any of the foregoing. (b) For the avoidance of doubt, nothing in this Agreement (including, without limitation, Section 5(a)) releases, waives or prejudices the rights of any Party or Released Party with respect to: i. the enforcement of this Agreement; ii. the release of the portion of the MSR Escrow Amount that has not, as of the date of this Agreement, includingbeen released from the MSR Escrow Account, without limitation, which amounts shall be released in any way relating to or arising out accordance with the terms of the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) this Agreement; (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) of the Old Consulting Agreement; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options Purchase Agreement (including, without limitation, Section 6.8 of the Purchase Agreement); iii. any stock option agreement relating thereto) described on Exhibit B hereto (collectivelyamounts owed by any Party pursuant to the Transition Services Agreement, the "Options") granted by Verso Interim Servicing Agreement or any other Related Agreement pursuant to O'Reilly. which any Party has provided or received, or will provide or receive, post-Closing services to the other Party (b) Verso, for itself other than the Sellers’ Indemnification Obligations and on behalf of its agents, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingentthe Buyer’s Indemnification Obligations, which he now has or may hereafter have, directly or indirectly, shall be released in any capacity, against any of the Claimants and all and any of their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the Old Consulting Agreementsaccordance with Section 5(a)); provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) this Agreement; (ii) the Consulting Agreements; or (iii) provided that the aggregate Award is greater than $125,000, the Options.and

Mutual Release. (a) Each ClaimantExcept for the performance by the parties of the provisions of this Agreement, the Sanction Stipulation and the Debenture Documents, and conditioned, with respect to CSGI and Dreaper respectively, upon CSGI's and Dreaper's respective cooperation pursuant to Paragraph 6 above, each party hereto, for itself or himself, as the case may be, and on behalf of its or his agentsall partners, officers, directors, employees, affiliates (both persons and entities), representatives, successorsagents, heirs and attorneys, servants, trustees, beneficiaries, predecessors in interest, successors in interest, assigns, hereby releasesnominees and insurers (collectively, waivesthe "Releasing Parties"), acquits, withdraws, retractsshall be deemed to have released and forever discharged each of the other parties hereto, and forever discharges all partners, officers, directors, employees, affiliates (both persons and entities), representatives, agents, attorneys, servants, trustees, beneficiaries, predecessors in interest, successors in interest, assigns, nominees and insurers of each such party, of and from any and all claims, manner of actionsdemands, actions and causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, whether known or unknown, fixed or contingent, which he that any of the Releasing Parties may have had, may now has have or may hereafter have, directly or indirectly, personally acquire with respect to any matters whatsoever arising under or in any capacityway related to (i) the claims, against Verso and all and any of its present or former affiliatescounterclaims, parents, subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time tothird-party claims, and includingcauses of action asserted in the Debenture Litigation and the Defamation Litigation, (ii) any act which may constitute a defense to the performance of this Agreement and the Debenture Documents, and (iii) any claims any party may have against any other with respect to or in connection with any alleged violation of any state or Federal securities laws, prior to the date of this Agreement, includingincluding the Securities Act and the Exchange Act (as defined in the Debenture Documents). Notwithstanding anything to the contrary contained herein, without limitationthe foregoing shall not release CSGI from any claims, in demands, expenses or losses by the Debenture Holders (or causes of action or remedies related thereto) arising from any way relating to indemnity by CSGI or arising out any affiliate for the benefit of the that certain consulting agreement (Debenture Parties as amended) which is required by the subject of Debenture Documents, including any claims concerning the Proceeding (Warrants held by the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) this Agreement; (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) of the Old Consulting Agreement; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto (collectively, the "Options") granted by Verso to O'ReillyDebenture Parties. (b) VersoExcept as set forth in Paragraphs 1(d) and 5 above in the event of default by CSGI hereunder, for itself each party shall bear its own costs and on behalf fees incurred in connection with the Litigation. (c) Each of the parties hereto represents, warrants and covenants that he/ it has not, and at the time this release becomes effective will not have, sold, assigned, transferred or otherwise conveyed to any other person or entity all or any portion of its agentsrights, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner demands, actions or causes of actionsaction herein released. (d) Each party represents and warrants that he/it has relied wholly upon its own judgment, causes belief and knowledge of the existence, nature, extent or duration of any claim, demand, debt, damage, liability, account, reckoning, obligation, cost, expense, cause of action, chosen action, right of indemnity, agreement or promise that he/it may have against the released parties and that he/it has made full investigations with respect to potential rights and claims released and that such releasing party has not been influenced to any extent whatsoever in law making the releases contemplated by this agreement by any representation or in equitystatement regarding any such matter. Each party further represents and warrants that he/it is executing and delivering this Agreement and the releases contemplated hereunder after having received full legal advise as to his/its rights hereunder and the legal effect thereof from legal counsel of his/its own choosing. Notwithstanding the above, suitsthis Agreement is not intended to and does not, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses release or disputes, known or unknown, fixed or contingent, which he now has or may hereafter have, directly or indirectly, in any capacity, against extinguish the rights of any of the Claimants and all and any parties to enforce this Agreement. (e) Notwithstanding anything to the contrary in the foregoing, the Debenture Parties' release shall exclude Mark Weiss, Harry Xxxxx, Xxff Xxxxx (xxxxpt xxx xxxxxx against him which arise out of their respective present or former affiliateshis conduct during his tenure, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time toin his capacity, and includingwithin the scope of his duties as a CSGI director, the date of this Agreement, including, without limitation, in any way relating to or arising out of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) this Agreement; (ii) the Consulting Agreements; or (iii) provided that the aggregate Award is greater than $125,000release shall only apply to said conduct as a director and only if he cooperates pursuant to Paragraph 6 hereof), Harry M. Weiss & Asxxxxxxxx X.X., any other member of the OptionsWeiss family, and xxx xerson acting in concert with the Weiss family who wax xxx an officer or director of CSGI.

Mutual Release. (a) Each ClaimantEffective as of the Termination Date, for itself or himselfInnophos and its Affiliates, as the case may beemployees, and on behalf of its or his agentsdirectors, officers, representatives, agents, predecessors, successors and assigns (collectively the “Innophos Releasing Parties”), on the one hand, and PCS and its Affiliates, employees, directors, officers, representatives, agents, successors, heirs and assignsassigns (collectively, the “PCS Releasing Parties”), on the other hand, hereby releasesmutually and fully, waives, acquits, withdraws, retracts, finally and forever discharges release, hold harmless, discharge and acquit one another and one another’s equity holders, irrevocably and unconditionally, of, from and with respect to any and all claimsaccounts, manner of actions, agreements, causes of action, in law or in equitycharges, suitsclaims, complaints, contracts, costs, counterclaims, covenants, damages, debts, defenses, demands, duties, expenses, fees, injuries, interest, judgments, debtsliabilities, lienslosses, contractsobligations, agreementspenalties, promises, liabilitiesreimbursements, demandsremedies, damagesrights, lossessums of money, costssuits and torts, expenses of any kind or disputescharacter whatsoever, based upon any fact or circumstance, whether at law, in equity or otherwise, direct or indirect, fixed or contingent, foreseeable or unforeseeable, liquidated or unliquidated, known or unknown, fixed matured or unmatured, absolute or contingent, which he now determined or determinable, that the Innophos Releasing Parties or the PCS Releasing Parties, or anyone claiming through or under them, had, has or may hereafter havehave had arising out of, or relating to, the MGA Supply Agreement (as modified by the MGA Supply Agreement Addendum) or the existing Services Agreement (collectively, “Claims”); provided, that if a third party (including any government authority) other than one affiliated with a PCS Releasing Party or an Innophos Releasing Party brings a claim against an Innophos Releasing Party or a PCS Releasing Party, then such Innophos Releasing Party or PCS Releasing Party may bring an indemnification claim against the other party to the extent such third party claim relates to a purported violation of environmental Law caused by such other party or its Affiliates; provided, further that the PCS Releasing Parties and Innophos Releasing Parties agree that neither the Innophos Releasing Parties nor the PCS Releasing Parties shall be permitted to bring any claim against the other party for liabilities or costs incurred or to be incurred in connection with claims or allegations by the United States Environmental Protection Agency (“USEPA”) or Louisiana Department of Environmental Quality (“LDEQ”) against any PCS Releasing Party or any Innophos Releasing Party in connection with the USEPA’s RCRA enforcement initiative directed against the phosphoric acid industry (titled “National Enforcement Initiative: Reducing Pollution from Mineral Processing Operations”, wherein the PCS Geismar Plant was inspected by the USEPA on February 9-13, 2004, and on April 4, 2005, resulting in a Resource Conservation Recovery Act (“RCRA”) Compliance Evaluation Inspection Report dated April 20, 2005, and the Innophos Geismar Plant was inspected on February 10-13, 2004, resulting in a Compliance Evaluation Inspection Report dated May 5, 2005), including any settlement by any of the PCS Releasing Parties or Innophos Releasing Parties (or each of their respective Affiliates) of claims or allegations made by USEPA as part of the RCRA enforcement initiative (the “Mutually Released Claims”). Both the Innophos Releasing Parties and the PCS Releasing Parties represent that they have made no assignment or transfer of any Mutually Released Claim. Effective as of Termination Date, the Innophos Releasing Parties and the PCS Releasing Parties irrevocably covenant to refrain from, directly or indirectly, personally asserting or in enforcing any capacityMutually Released Claim, or commencing, instituting or causing to be commenced, any Proceeding of any kind against Verso and all and the other based upon any matter purported to be released hereby. Effective as of its present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and includingTermination Date, the date of this Agreement, including, without limitation, in any way relating Innophos Releasing Parties and PCS Releasing Parties further irrevocably covenant to or arising out of the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) this Agreement; (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) of the Old Consulting Agreement; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto (collectively, the "Options") granted by Verso to O'Reilly. (b) Verso, for itself and on behalf of its agents, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which he now has or may hereafter haverefrain from, directly or indirectly, in asserting or enforcing any capacity, claim of any sort against any of the Claimants and all and any of their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, other relating to this Agreement; provided that (subject to Section 8.3) until the date that is 12 months from the beginning of time to, and includingTermination Date, the date Parties shall be permitted to bring claims for (w) breach of representation or warranty indemnifiable pursuant to Section 9.1 (“Representation Claims”), (x) failure to pay the amounts owed under Sections 2.4, 4.2(a), 4.3 or 5.2 and (y) failure to comply with Sections 3.4 or 5.2(b)(i) of this AgreementAgreement (the claims referenced in clauses (x) and (y), including“Covenant Claims”) and (z) failure to comply with Section 10.2(b) hereof (claims referenced in clause (z), without limitation, in any way relating to or arising out of the Old Consulting Agreements“Further Assurance Claims”); provided, howeverfurther, that nothing herein following the date that is 12 months from the Termination Date, the prohibition on asserting or enforcing claims hereunder shall release apply to Representation Claims and Covenant Claims and following the Claimants date that is 24 months from their respective the Termination Date, the prohibition on asserting or enforcing claims hereunder shall apply to Further Assurance Claims. Notwithstanding the foregoing, if a claim is properly asserted under this Agreement prior to the expiration of the applicable survival period set forth in this Section 8.1, then the applicable representation, warranty, covenant or agreement relating to such claim and the applicable Party’s indemnification obligations under (i) this Agreement; (ii) Section 9.1 with respect thereto shall survive solely for purposes of such claim until the Consulting Agreements; or (iii) provided final resolution thereof. The Parties acknowledge, understand and agree that the aggregate Award is greater than $125,000foregoing release and covenant not to xxx shall not adversely affect a Party’s ability to, directly or indirectly, assert or enforce any claim after the Optionsdate hereof relating to the Transitional PPA Supply Agreement, New MGA Supply Agreement, New PPA Supply Agreement, New Services Agreement, MGA Tank Lease, Rail Spur Agreement, Parking Lot Lease Agreement, Steam Boiler Xxxx of Sale, Sulfuric Acid Tank Xxxx of Sale, Track Mobile Xxxx of Sale, Sulfuric Acid Supply Agreement, Raw River Water System Xxxx of Sale or Servitude Agreement.