Common use of Release by the Company Clause in Contracts

Release by the Company. Upon the execution of this Agreement, the Company, on its own behalf, and on behalf of its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneys, administrators, heirs, executors, trustees, beneficiaries, representatives, successors and assigns (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) from any and all claims, actions, causes of action, suits, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, claims and demands, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall or may have against any or all of the Vista Released Parties, in respect of or arising from the Settled Claims, (collectively, the “Company Released Claims”); provided, however, that nothing contained in this Agreement shall be construed to prohibit the Company from bringing appropriate proceedings to enforce the obligations of Vista hereunder, none of which are released hereby until the Company’s receipt of the Note.

Release by the Company. Upon the execution of As a material inducement to Xx. Xxxx to enter into this Agreement, the Company, on its own behalf, behalf and on behalf of its respective pastthe subsidiaries and affiliated entities which it controls, present or future parent entitieshereby irrevocably and unconditionally releases, divisionsacquits and forever discharges Xx. Xxxx, affiliateshis personal and legal representatives, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneysexecutors, administrators, heirs, executorsdistributees, trustees, beneficiaries, representatives, successors devisees and assigns legatees (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”"King Releasees") from any and all charges, complaints, claims, actions, causes of action, suits, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversiespromises, agreements, promisescontroversies and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, damages, judgments, executions, claims and demands, whether known or unknown, suspected or unsuspected, absolute including, but not limited to, any charges, complaints, claims, liabilities, obligations, controversies and expenses arising out of alleged violations of any contracts, express or contingentimplied, direct or indirect any covenant of good faith and fair dealing, express or nominally implied, which the Company or beneficially possessed any of such subsidiaries or affiliated entities now has, owns or holds, or claims to have, own or hold, or which the Company or any of such subsidiaries or affiliated entities at any time heretofore had, owned, or held, or claimed by to have, own or hold, against Xx. Xxxx or any other King Releasee relating to the performance of Xx. Xxxx'x duties as an officer or employee of the Company Releasing Partiesor any of its divisions, whether the same be at law, in equity subsidiaries or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall or may have against any or all of the Vista Released Parties, in respect of or arising from the Settled Claims, (collectively, the “Company Released Claims”)affiliates; provided, however, that nothing contained in the foregoing shall not release Xx. Xxxx or any King Releasee from (1) any obligations under this Agreement shall or under the Indemnification Agreement, (2) any claims arising after October 18, 1999 or (3) any claims arising out of any conduct by Xx. Xxxx which was knowingly fraudulent or deliberately dishonest or for which Xx. Xxxx would not be construed entitled to prohibit indemnification by the Company from bringing appropriate proceedings to enforce under the obligations of Vista hereunder, none of which are released hereby until the Company’s receipt of the NoteIndemnification Agreement.

Release by the Company. Upon the execution (a) The Company hereby unconditionally and irrevocably releases and forever discharges each Seller and each of this Agreement, the Company, on its own behalf, and on behalf of its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneys, administrators, heirs, executors, trustees, beneficiaries, representatives, successors and assigns their Representatives (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released PartiesSeller Releasees”) from any and all claims, actionscounterclaims, causes of actionsetoffs, suitsdemands, Actions, orders, obligations, contracts, agreements, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, judgmentsexpenses, executions, claims losses and demandsliabilities whatsoever, whether known or unknown, suspected or unsuspected, absolute or contingentboth at law and in equity (collectively, direct or indirect or nominally or beneficially possessed or claimed by any of “Company Claims”), which the Company Releasing Partiesnow has, whether the same be at law, in equity or mixed, which such Company Releasing Party has ever had, now has, or hereafter can, shall or may hereafter have against any the Seller Releasees arising contemporaneously with or all of prior to the Vista Released Parties, in respect Closing or on account of or arising from out of any matter, cause, or event occurring contemporaneously with or prior to the Settled ClaimsClosing, whether or not relating to Company Claims pending on, or asserted after, the Closing (collectively, the “Company Released Claims”); provided, however, that nothing contained in this Release will operate to release any obligation of Sellers set forth in (i) the Purchase Agreement shall be construed or any agreement or instrument being executed and delivered pursuant to prohibit the Purchase Agreement or (ii) the Employment Agreement or the Separation Agreement. (b) The Company represents and warrants to each Seller Releasee that the Company has not transferred, assigned, or otherwise disposed of any part of or interest in any Company Released Claim. (c) The Company hereby irrevocably covenants not to, directly or indirectly, assert any claim or demand, or commence, institute, or voluntarily aid in any way, or cause to be commenced or instituted, any Action of any kind against any Seller Releasee based upon any Company Released Claim. (d) Without in any way limiting any rights and remedies otherwise available to any Seller Releasee, the Company shall indemnify and hold harmless each Seller Releasee from bringing appropriate proceedings and against and shall pay to enforce each Seller Releasee the obligations amount of, or reimburse each Seller Releasee for, all loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable costs of Vista hereunderinvestigation and defense and reasonable attorneys’ and reasonable accountants’ fees), none of which are released hereby until whether or not involving third-party claims, arising directly or indirectly from or in connection with (a) the Company’s receipt assertion by or on behalf of the NoteCompany of any Company Released Claim, and (b) the assertion by any third party of any claim or demand against any Seller Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Company against such third party of any Company Released Claim.

Release by the Company. Upon the execution of this Agreement, the Company, on its own behalf, and (a) The Company on behalf of itself, its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneyssuccessors, administratorsaffiliated entities and assigns, in consideration for the Executive’s execution and delivery of this Release, hereby forever releases and discharges the Executive, and his agents, heirs, executorssuccessors, trusteesassigns, beneficiaries, representatives, successors executors and assigns (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) from any and all claims, actions, known and unknown causes of action, suitsactions, debtsjudgments, liens, indebtedness, damages, losses, claims, liabilities, obligationsand demands of whatsoever kind and character in any manner whatsoever arising on or prior to the date of this Release, sums including but not limited to (i) any claim for breach of moneycontract, accountsbreach of implied covenant, covenantsbreach of oral or written promise, contractsdefamation, controversiesinterference with contract relations or prospective economic advantage, agreementsnegligence, promises, damages, judgments, executions, claims misrepresentation; (ii) any and demands, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall all liability that was or may have been alleged against or imputed to the Executive by the Company or by anyone acting on its behalf; (iii) any punitive, compensatory or liquidated damages; and (iv) all rights to and claims for attorneys’ fees and costs except as otherwise provided in his amended and restated employment agreement with the Company dated December [__], 2008 (the “Employment Agreement”). (b) The Company shall not file or cause to be filed any action, suit, claim, charge or proceeding with any federal, state or local court or agency relating to any claim within the scope of this Release. In the Vista Released Partiesevent there is presently pending any action, suit, claim, charge or proceeding within the scope of this Release, or if such a proceeding is commenced in respect of or arising from the Settled Claims, (collectivelyfuture, the “Company Released Claims”); providedshall promptly withdraw it, howeverwith prejudice, to the extent it has the power to do so. The Company represents and warrants that nothing contained its has not assigned any claim released herein, or authorized any other person to assert any claim on its behalf. (c) Anything to the contrary notwithstanding in this Agreement Release or the Employment Agreement, this Release shall be construed not apply to prohibit claims or damages based on (i) any right or claim that arises after the date on which the Company from bringing appropriate proceedings executes this Release, including any right to enforce the obligations of Vista hereunder, none of which are released hereby until Employment Agreement with respect to provisions pertaining to matters that arise after the Company’s receipt date of the NoteRelease and that survive termination of employment or (ii) any act of willful misconduct, gross negligence, fraud or misappropriation of funds.

Release by the Company. Upon the execution of this Agreement, the Company, on its own behalf, and on behalf of its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneys, administrators, heirs, executors, trustees, beneficiaries, representatives, successors and assigns (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of VistaYazbeck, its his respective affiliates and each of its his respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Yazbeck Released Parties”) from any and all claims, actions, causes of action, suits, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, claims and demands, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall or may have against any or all of the Vista Yazbeck Released Parties, in respect of or arising from the Settled Claims, (collectivelycollectively the “Company Released Claims” and together with the Yazbeck Released Claims, the “Company Released Claims”); provided, however, that nothing contained in this Agreement shall be construed to prohibit the Company from bringing appropriate proceedings to enforce the obligations of Vista Yazbeck hereunder, none of which are released hereby until the CompanyYazbeck’s receipt of the NoteSettlement Amount.

Release by the Company. Upon the execution of this AgreementThe Company, the Company, on its own behalf, and on behalf of its respective past, present or future parent entities, ’s divisions, affiliates, subsidiaries, related business entitiesand other affiliated entities (whether or not such entities are wholly owned), shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneys, administrators, heirs, executors, trustees, beneficiaries, representativesthe predecessors, successors and assigns of any of them, on behalf of themselves and anyone claiming through them (collectively, the “Company Releasing Parties”), hereby absolutelyagree not to xxx the Executive, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vistahis spouse, its respective affiliates and each of its respective pastpersonal or legal representatives, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneysexecutors, administrators, representativessuccessors, successors and assigns heirs, distributees, devisees or legatees, or the Beneficiary (collectively, as hereinafter defined) (hereinafter referred to as the “Vista Executive Released Parties”) based upon facts that are known on the date of this Agreement by any director or executive officer (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) of the Company as of the date of this Agreement (“Known Facts”), and agree to release and discharge, fully, finally and forever, the Executive Released Parties from any and all claims, actions, causes of action, suits, debtslawsuits, liabilities, obligations, sums of moneydebts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgmentsjudgments and demands of any nature whatsoever, executionsin law or in equity, claims both known and demands, whether known or unknown, suspected asserted or unsuspectednot asserted, absolute foreseen or contingentunforeseen, direct which the Company Releasing Parties ever had or indirect or nominally or beneficially possessed or claimed by may presently have against any of the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall or may have against any or all of the Vista Executive Released Parties, in respect of or Parties arising from the Settled Claimsbeginning of time up to and including the effective date of this Agreement, (collectivelyincluding, without limitation, all matters in any way related to Executive’s employment by the “Company Released Claims”)or his service as an officer or director of the Company or the terms and conditions thereof, but only to the extent such claims, causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands are based upon Known Facts; provided, however, that nothing contained in this Agreement shall be construed to prohibit apply to, or release the Company from bringing appropriate proceedings to enforce the obligations Executive Released Parties from, any obligation of Vista hereunder, none of which are released hereby until the Company’s receipt Executive contained in Article IX of the NoteEmployment Agreement.

Release by the Company. Upon the execution of this Agreement, the Company, on its own behalf, and (a) The Company on behalf of itself, its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneyssuccessors, administratorsaffiliated entities and assigns, in consideration for the Executive's execution and delivery of this Release, hereby forever releases and discharges the Executive, and his agents, heirs, executorssuccessors, trusteesassigns, beneficiaries, representatives, successors executors and assigns (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) from any and all claims, actions, known and unknown causes of action, suitsactions, debtsjudgments, liens, indebtedness, damages, losses, claims, liabilities, obligationsand demands of whatsoever kind and character in any manner whatsoever arising on or prior to the date of this Release, sums including but not limited to (i) any claim for breach of moneycontract, accountsbreach of implied covenant, covenantsbreach of oral or written promise, contractsdefamation, controversiesinterference with contract relations or prospective economic advantage, agreementsnegligence, promises, damages, judgments, executions, claims misrepresentation; (ii) any and demands, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall all liability that was or may have been alleged against or imputed to the Executive by the Company or by anyone acting on its behalf; (iii) any punitive, compensatory or liquidated damages; and (iv) all rights to and claims for attorneys' fees and costs except as otherwise provided in his amended and restated employment agreement with the Company dated December [__], 2008 (the "Employment Agreement"). (b) The Company shall not file or cause to be filed any action, suit, claim, charge or proceeding with any federal, state or local court or agency relating to any claim within the scope of this Release. In the event there is presently pending any action, suit, claim, charge or proceeding within the scope of this Release, or if such a proceeding is commenced in the future, the Company shall promptly withdraw it, with prejudice, to the extent it has the power to do so. The Company represents and warrants that its has not assigned any claim released herein, or authorized any other person to assert any claim on its behalf. (c) Anything to the contrary notwithstanding in this Release or the Employment Agreement, this Release shall not apply to claims or damages based on (i) any right or claim that arises after the date on which the Company executes this Release, including any right to and enforce the Employment Agreement with respect to provisions pertaining to matters that arise after the date of the Vista Released PartiesRelease and that survive termination of employment or (ii) any act of willful misconduct, in respect gross negligence, fraud or misappropriation of or arising from the Settled Claims, (collectively, the “Company Released Claims”); provided, however, that nothing contained in this Agreement shall be construed to prohibit the Company from bringing appropriate proceedings to enforce the obligations of Vista hereunder, none of which are released hereby until the Company’s receipt of the Notefunds.

Release by the Company. Upon the execution of this AgreementIn consideration for receiving Executive’s release hereunder, the Company, on its own behalf, and on behalf of its respective pastitself and the other members of the Company Group, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneys, administrators, heirs, executors, trustees, beneficiaries, representatives, successors and assigns (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective pastthem, present or future entitiesdoes hereby irrevocably and unconditionally release, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors acquit and assigns (collectively, the “Vista Released Parties”) forever discharge Executive from any and all claims, demands, actions, causes of action, suitscosts, debtsattorney fees, liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, claims and demandsall liability whatsoever, whether known or unknown, suspected or unsuspected, absolute fixed or contingent, direct which the Company Group has, had, or indirect may ever have against Executive relating to or nominally arising out of Executive’s employment or beneficially possessed or claimed by separation from employment with the Company Group, from the beginning of time and up to and including the date the Company executes this Release. This Release includes, without limitation, claims based on the Employment Agreement, Executive’s employment with the Company and any of its affiliates, and any services provided by Executive to the Company Releasing Partiesand any of its affiliates, whether and including, but not limited to, claims under federal, state or local laws, statutes or ordinances, including any claim of tort or contract, or common law claims thereunder. This Release is intended to be effective as a general release of and bar to all claims as stated in this Section 5. Accordingly, the same be at law, in equity or mixedCompany Group specifically waives all rights under California Civil Code Section 1542, which such states: “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.” Notwithstanding the foregoing provisions of this Section 5, nothing herein shall release Executive from (i) any act that constitutes a criminal act under any Federal, state or local law committed or perpetuated by Executive during the course of Executive’s employment with the Company Releasing Party ever hadGroup prior to the execution date of this Release (including any criminal act of fraud, now hasmaterial misappropriation of funds or embezzlement, or hereafter can, shall or may have against any or all of the Vista Released Parties, in respect of or arising from the Settled Claims, (collectively, the “Company Released Claims”other criminal action); provided(ii) any act of fraud, however, that nothing contained willful misconduct or breach of fiduciary duty committed by Executive in this Agreement shall be construed to prohibit connection with his employment with the Company from bringing appropriate proceedings Group prior to enforce the execution date of this Release; or (iii) Executive’s continuing obligations under the Separation Agreement, including the provisions of Vista hereunder, none of which are released hereby until the Company’s receipt of the NoteSection 4 thereof.

Release by the Company. Upon the execution of As a material inducement to Mr. Chaltiel to enter into this Agreement, the Company, on its own behalf, behalf and on behalf of its respective pastthe subsidiaries and affiliated entities which it controls, present or future parent entitieshereby irrevocably and unconditionally releases, divisionsacquits and forever discharges Mr. Chaltiel, affiliateshis personal and legal representatives, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneysexecutors, administrators, heirs, executorsdistributees, trustees, beneficiaries, representatives, successors devisees and assigns legatees (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”"Chaltiel Releasees") from any and all charges, complaints, claims, actions, causes of action, suits, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversiespromises, agreements, promisescontroversies and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, damages, judgments, executions, claims and demands, whether known or unknown, suspected or unsuspected, absolute including, but not limited to, any charges, complaints, claims, liabilities, obligations, controversies and expenses arising out of alleged violations of any contracts, express or contingentimplied, direct or indirect any covenant of good faith and fair dealing, express or nominally implied, which the Company or beneficially possessed any of such subsidiaries or affiliated entities now has, owns or holds, or claims to have, own or hold, or which the Company or any of such subsidiaries or affiliated entities at any time heretofore had, owned, or held, or claimed by to have, own or hold, against Mr. Chaltiel or any other Chaltiel Releasee relating to the performance of Mr. Chaltiel's duties as an officer, director or employee of the Company Releasing Partiesor any of its divisions, whether the same be at law, in equity subsidiaries or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall or may have against any or all of the Vista Released Parties, in respect of or arising from the Settled Claims, (collectively, the “Company Released Claims”)affiliates; provided, however, that nothing contained in the foregoing shall not release Mr. Chaltiel or any Chaltiel Releasee from any (1) obligations under this Agreement shall be construed or under the Indemnification Agreement, (2) claims arising after October 6, 1999 or (3) charges, complaints, claims, liabilities, obligations, promises, agreements, controversies and expenses arising out of any conduct by Mr. Chaltiel which was knowingly fraudulent or deliberately dishonest. The Company agrees that as of October 6, 1999, neither it nor any Company Releasee knows, claims, suspects or has any evidence whatsoever of facts which would give rise to prohibit the Company from bringing appropriate proceedings to enforce the obligations of Vista hereunder, none of which are released hereby until the Company’s receipt of the Noteassertion that Mr. Chaltiel has engaged in any knowingly fraudulent or deliberately dishonest conduct.

Release by the Company. Upon (i) As of the execution of this AgreementEffective Date, the CompanyCompany permanently, on its own behalffully and completely releases, acquits and discharges the Donerail Parties, and on behalf of its respective past, present or future parent entities, divisions, affiliates, the Donerail Parties’ subsidiaries, related business entitiesjoint ventures and partnerships, shareholderssuccessors, assigns, officers, directors, partners, members, partners, limited partners, present and former directors, managing directors, managers, officersprincipals, control personspredecessor or successor entities, shareholdersagents, employees, agentsstockholders, auditors, advisors, consultants, attorneys, administratorsinsurers, heirs, executors, trustees, beneficiaries, representativesadministrators, successors and assigns of any such person (in each case, in their capacities as such) (collectively, the “Company Releasing PartiesDonerail Released Group”), hereby absolutelyjointly or severally, unconditionally of and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) from any and all claims, actionsdemands, damages, causes of action, suits, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, judgments, executionsand suits of every kind and nature whatsoever, direct or derivative, foreseen, unforeseen, known or unknown, that the Company has had, now has, or may have against any of the Donerail Parties and/or the Donerail Released Group, collectively, jointly or severally, at any time prior to and including the Effective Date, including, but not limited to, any and all claims arising out of or in any way whatsoever related to the Company’s involvement with the Donerail Parties (the “Company Release” and demandscollectively with the Donerail Release, whether the “Releases”); provided, however, that the Company Release shall be void if a court finds in a final, non-appealable order that the Donerail Parties have materially breached this Agreement with such material breach not capable of being cured. (ii) The Company acknowledges that as of the Effective Date, the Company may have claims against the Donerail Parties that the Company does not know or suspect to exist in its favor, including, but not limited to claims that, had they been known, might have affected the decision to enter into this Agreement, or to provide the Company Release set forth in this Section 6(b). In connection with any such claims, the Company agrees that it intends to waive, relinquish, and release any and all provisions, rights, and benefits any state or territory of the United States or other jurisdiction that purports to limit the application of a release to unknown claims, or to facts unknown at the time the Company Release was entered into. Without limiting the foregoing, the Company expressly waives any right or protection under Section 1542 of the California Civil Code, which provides: 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. In connection with the foregoing waiver, the Company acknowledges that it may (including after the Effective Date) discover facts in addition to or different from those known or believed by it to be true with respect to the subject matter of the Company Release set forth in this Section 6(b), but it is the intention of the Company to complete, fully, finally, and forever compromise, settle, release, discharge, and extinguish any and all claims that it may have against the Donerail Parties, known or unknown, suspected or unsuspected, absolute contingent or contingentabsolute, direct accrued or indirect unaccrued, apparent or nominally unapparent, that now exist or beneficially possessed previously existed, without regard to the subsequent discovery of additional or claimed by any of different facts. The Company acknowledges that the foregoing waiver is a key, material, bargained-for element to this Agreement and the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall or may have against any or all Release that is part of the Vista Released Parties, in respect of or arising from the Settled Claims, (collectively, the “Company Released Claims”); provided, however, that nothing contained in this Agreement shall be construed to prohibit the Company from bringing appropriate proceedings to enforce the obligations of Vista hereunder, none of which are released hereby until the Company’s receipt of the Noteit.

Release by the Company. Upon the execution In consideration of this Agreement, the Company, on its own behalf, and Company on behalf of itself, its respective pastparent and subsidiary corporations (“Company Releasors”) hereby irrevocably and unconditionally releases, present or future parent entitieswaives and forever discharges you, divisionsyour spouse, affiliates, subsidiaries, related business entities, shareholders, family members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneys, administrators, heirs, executors, trustees, beneficiaries, representatives, successors and assigns (collectivelyheirs,(collectively, the “Company Releasing PartiesExecutive Releasees”), hereby absolutely, unconditionally individually and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) from any and all claims, actions, causes of action, suitsclaims, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promisesdemands, damages, judgmentsrights, executionsremedies and liabilities of whatsoever kind or character, claims and demands, whether known in law or unknownequity, suspected or unsuspected, absolute known or contingentunknown, direct past or indirect present, that they have ever had, may now have, or nominally may later assert against the Executive Releasees, whether or beneficially possessed not arising out of or claimed related to your employment by or the performance of any services to or on behalf of the Company or the termination of that employment and those services, from the beginning of time to the Effective Date (hereinafter referred to as “Company’s Claims”), including without limitation, any and all other of Company’s Claims arising out of or related to any contract, any and all federal, state or local constitutions, statutes, rules or regulations, or under the laws of any country or political subdivision, or under any common law right of any kind whatsoever, including, without limitation, any of Company’s Claims for any kind of tortious conduct, promissory or equitable estoppel, breach of the Company’s policies, rules, regulations, handbooks or manuals, breach of express or implied contract or covenants of good faith, breach of duty of loyalty or fiduciary duty. Notwithstanding the foregoing, this Agreement shall not affect any of the Company Releasing PartiesCompany’s rights or obligations under (a) the InSight 401(k) Plan, whether (b) the same be at lawIndemnification Agreement, in equity (c) COBRA, (d) workers’ compensation or mixed, which such Company Releasing Party ever had, now hasunemployment insurance benefits claims, or hereafter can(e) the terms of this Agreement. Further, notwithstanding the foregoing, the Company’s Claims which are being released herein shall not include any claims or causes of action that the Company Releasors may have against you as of the Effective Date, which may arise from or be related to (i) any acts or omissions undertaken by you, or undertaken at your express direction, which constitute fraud, theft or embezzlement against the Company, or any act that constitutes a felony under the laws of the United States or any state; or (ii) any voluntary act undertaken by you in knowing and willful violation of a specific written Company directive or policy, which causes the Company material harm or subjects it to material liability. The Company is not currently aware of any claim that it may have for any matter covered under this subparagraph. To the fullest extent permitted by law, the Company agrees not to lodge or assist anyone else in lodging any formal or informal complaint in court, with any federal, state or local agency or any other forum, in any jurisdiction, against you or any of the other Executive Releasees arising out of or related to Company’s Claims. The Company hereby represents and warrants that it has not brought any complaint, claim, charge, action or proceeding against any of the Executive Releasees in any jurisdiction or forum, nor assisted or encouraged any other person or persons in doing so. The Company further represents and warrants that it has not in the past and will not in the future assign any of Company’s Claims to any person, corporation or other entity. Execution of this Agreement by the Company operates as a complete bar and defense against any and all of Company’s Claims against you or any of the Vista Released Partiesother Executive Releasees. If the Company should hereafter make any of Company’s Claims in any charge, complaint, action, claim or proceeding against you or any of the other Executive Releasees, this Agreement may be raised as and shall constitute a complete bar to any such charge, complaint, action, claim or proceeding and you and/or the other Executive Releasees shall be entitled to and shall recover from the Company all costs incurred, including reasonable attorneys’ fees, in respect of defending against any such charge, complaint, action, claim or arising from the Settled Claims, (collectively, the “Company Released Claims”); provided, however, that nothing contained in this Agreement shall be construed to prohibit the Company from bringing appropriate proceedings to enforce the obligations of Vista hereunder, none of which are released hereby until the Company’s receipt of the Noteproceeding.

Release by the Company. Upon the execution of this Agreement, the Company, on its own behalf, and (a) The Company on behalf of itself, its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneyssuccessors, administratorsaffiliated entities and assigns, in consideration for the Executive’s execution and delivery of this Release, hereby forever releases and discharges the Executive, and his agents, heirs, executorssuccessors, trusteesassigns, beneficiaries, representatives, successors executors and assigns (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) from any and all claims, actions, known and unknown causes of action, suitsactions, debtsjudgments, liens, indebtedness, damages, losses, claims, liabilities, obligationsand demands of whatsoever kind and character in any manner whatsoever arising on or prior to the date of this Release, sums including but not limited to (i) any claim for breach of moneycontract, accountsbreach of implied covenant, covenantsbreach of oral or written promise, contractsdefamation, controversiesinterference with contract relations or prospective economic advantage, agreementsnegligence, promises, damages, judgments, executions, claims misrepresentation; (ii) any and demands, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall all liability that was or may have been alleged against or imputed to the Executive by the Company or by anyone acting on its behalf; (iii) any punitive, compensatory or liquidated damages and (iv) all rights to and claims for attorneys’ fees and costs except as otherwise provided in his amended and restated employment agreement with the Company dated July 1, 2008 (the “Employment Agreement”). (b) The Company shall not file or cause to be filed any action, suit, claim, charge or proceeding with any federal, state or local court or agency relating to any claim within the scope of this Release. In the Vista Released Partiesevent there is presently pending any action, suit, claim, charge or proceeding within the scope of this Release, or if such a proceeding is commenced in respect of or arising from the Settled Claims, (collectivelyfuture, the “Company Released Claims”); providedshall promptly withdraw it, howeverwith prejudice, to the extent it has the power to do so. The Company represents and warrants that nothing contained its has not assigned any claim released herein, or authorized any other person to assert any claim on its behalf. (c) Anything to the contrary notwithstanding in this Agreement Release or the Employment Agreement, this Release shall be construed not apply to prohibit claims or damages based on (i) any right or claim that arises after the date on which the Company from bringing appropriate proceedings executes this Release, including any right to enforce the obligations of Vista hereunder, none of which are released hereby until Employment Agreement with respect to provisions pertaining to matters that arise after the Company’s receipt date of the NoteRelease and that survive termination of employment or (ii) any act of willful misconduct, gross negligence, fraud or misappropriation of funds.

Release by the Company. Upon the execution In consideration of this Agreement, the Company, on its own behalf, and Company on behalf of itself, its respective pastparent and subsidiary corporations (“Company Releasors”) hereby irrevocably and unconditionally releases, present or future parent entitieswaives and forever discharges you, divisionsyour spouse, affiliates, subsidiaries, related business entities, shareholders, family members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneys, administrators, heirs, executors, trustees, beneficiaries, representatives, successors and assigns (collectivelyattorneys(collectively, the “Company Releasing PartiesExecutive Releasees”), hereby absolutely, unconditionally individually and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) from any and all claims, actions, causes of action, suitsclaims, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promisesdemands, damages, judgmentsrights, executionsremedies and liabilities of whatsoever kind or character, claims and demands, whether known in law or unknownequity, suspected or unsuspected, absolute known or contingentunknown, direct past or indirect present, that they have ever had, may now have, or nominally may later assert against the Executive Releasees, whether or beneficially possessed not arising out of or claimed related to your employment by or the performance of any services to or on behalf of the Company or the termination of that employment and those services, from the beginning of time to the Effective Date (hereinafter referred to as “Company’s Claims”), including without limitation, any and all other of Company’s Claims arising out of or related to any contract, any and all federal, state or local constitutions, statutes, rules or regulations, or under the laws of any country or political subdivision, or under any common law right of any kind whatsoever, including, without limitation, any of Company’s Claims for any kind of tortious conduct, promissory or equitable estoppel, breach of the Company’s policies, rules, regulations, handbooks or manuals, breach of express or implied contract or covenants of good faith, breach of duty of loyalty or fiduciary duty. Notwithstanding the foregoing, this Agreement shall not affect any of the Company Releasing PartiesCompany’s rights or obligations under (a) the InSight 401(k) Plan, whether (b) the same be at lawIndemnification Agreement, in equity (c) COBRA, (d) workers’ compensation or mixed, which such Company Releasing Party ever had, now hasunemployment insurance benefits claims, or hereafter can(e) the terms of this Agreement. Further, notwithstanding the foregoing, the Company’s Claims which are being released herein shall not include any claims or causes of action that the Company Releasors may have against you as of the Effective Date, which may arise from or be related to (i) any acts or omissions undertaken by you, or undertaken at your express direction, which constitute fraud, theft or embezzlement against the Company or any act that constitutes a felony under the laws of the United States or any state and such felony results in a damage, loss, liability of claim to or against a Company Releasor ; or (ii) any voluntary act undertaken by you in knowing and willful violation of a specific written Company directive or policy, which causes the Company material harm or subjects it to material liability, unless such directive or policy would cause you to take an illegal act. The Company is not currently aware of any claim that it may have for any matter covered under this subparagraph. To the fullest extent permitted by law, the Company agrees not to lodge or assist anyone else in lodging any formal or informal complaint in court, with any federal, state or local agency or any other forum, in any jurisdiction, against you or any of the other Executive Releasees arising out of or related to Company’s Claims. The Company hereby represents and warrants that it has not brought any complaint, claim, charge, action or proceeding against any of the Executive Releasees in any jurisdiction or forum, nor assisted or encouraged any other person or persons in doing so. The Company further represents and warrants that it has not in the past and will not in the future assign any of Company’s Claims to any person, corporation or other entity. Execution of this Agreement by the Company operates as a complete bar and defense against any and all of Company’s Claims against you or any of the Vista Released Partiesother Executive Releasees. If the Company should hereafter make any of Company’s Claims in any charge, complaint, action, claim or proceeding against you or any of the other Executive Releasees, this Agreement may be raised as and shall constitute a complete bar to any such charge, complaint, action, claim or proceeding and you and/or the other Executive Releasees shall be entitled to and shall recover from the Company all costs incurred, including reasonable attorneys’ fees, in respect of defending against any such charge, complaint, action, claim or arising from the Settled Claims, (collectively, the “Company Released Claims”); provided, however, that nothing contained in this Agreement shall be construed to prohibit the Company from bringing appropriate proceedings to enforce the obligations of Vista hereunder, none of which are released hereby until the Company’s receipt of the Noteproceeding.

Release by the Company. Upon the execution of this Agreement, the Company, on its own behalf, and (a) The Company on behalf of itself, its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneyssuccessors, administratorsaffiliated entities and assigns, in consideration for the Executive’s execution and delivery of this Release, hereby forever releases and discharges the Executive, and her agents, heirs, executorssuccessors, trusteesassigns, beneficiaries, representatives, successors executors and assigns (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) from any and all claims, actions, known and unknown causes of action, suitsactions, debtsjudgments, liens, indebtedness, damages, losses, claims, liabilities, obligationsand demands of whatsoever kind and character in any manner whatsoever arising on or prior to the date of this Release, sums including but not limited to (i) any claim for breach of moneycontract, accountsbreach of implied covenant, covenantsbreach of oral or written promise, contractsdefamation, controversiesinterference with contract relations or prospective economic advantage, agreementsnegligence, promises, damages, judgments, executions, claims misrepresentation; (ii) any and demands, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall all liability that was or may have been alleged against or imputed to the Executive by the Company or by anyone acting on its behalf; (iii) any punitive, compensatory or liquidated damages; and (iv) all rights to and claims for attorneys’ fees and costs except as otherwise provided in her employment agreement with the Company dated January 1, 2006 (the “Employment Agreement”). (b) The Company shall not file or cause to be filed any action, suit, claim, charge or proceeding with any federal, state or local court or agency relating to any claim within the scope of this Release. In the Vista Released Partiesevent there is presently pending any action, suit, claim, charge or proceeding within the scope of this Release, or if such a proceeding is commenced in respect of or arising from the Settled Claims, (collectivelyfuture, the “Company Released Claims”); providedshall promptly withdraw it, howeverwith prejudice, to the extent it has the power to do so. The Company represents and warrants that nothing contained its has not assigned any claim released herein, or authorized any other person to assert any claim on its behalf. (c) Anything to the contrary notwithstanding in this Agreement Release or the Employment Agreement, this Release shall be construed not apply to prohibit claims or damages based on (i) any right or claim that arises after the date on which the Company from bringing appropriate proceedings executes this Release, including any right to enforce the obligations of Vista hereunder, none of which are released hereby until Employment Agreement with respect to provisions pertaining to matters that arise after the Company’s receipt date of the NoteRelease and that survive termination of employment or (ii) any act of willful misconduct, gross negligence, fraud or misappropriation of funds.

Release by the Company. Upon the execution of this Agreement, the Company, on its own behalf, and (a) The Company on behalf of itself, its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneyssuccessors, administratorsaffiliated entities and assigns, in consideration for the Executive's execution and delivery of this Release, hereby forever releases and discharges the Executive, and his agents, heirs, executorssuccessors, trusteesassigns, beneficiaries, representatives, successors executors and assigns (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) from any and all claims, actions, known and unknown causes of action, suitsactions, debtsjudgments, liens, indebtedness, damages, losses, claims, liabilities, obligationsand demands of whatsoever kind and character in any manner whatsoever arising on or prior to the date of this Release, sums including but not limited to (i) any claim for breach of moneycontract, accountsbreach of implied covenant, covenantsbreach of oral or written promise, contractsdefamation, controversiesinterference with contract relations or prospective economic advantage, agreementsnegligence, promises, damages, judgments, executions, claims misrepresentation; (ii) any and demands, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall all liability that was or may have been alleged against or imputed to the Executive by the Company or by anyone acting on its behalf; (iii) any punitive, compensatory or liquidated damages; and (iv) all rights to and claims for attorneys' fees and costs except as otherwise provided in his employment agreement with the Company dated April 16, 2006 (the "Employment Agreement"). (b) The Company shall not file or cause to be filed any action, suit, claim, charge or proceeding with any federal, state or local court or agency relating to any claim within the scope of this Release. In the event there is presently pending any action, suit, claim, charge or proceeding within the scope of this Release, or if such a proceeding is commenced in the future, the Company shall promptly withdraw it, with prejudice, to the extent it has the power to do so. The Company represents and warrants that its has not assigned any claim released herein, or authorized any other person to assert any claim on its behalf. (c) Anything to the contrary notwithstanding in this Release or the Employment Agreement, this Release shall not apply to claims or damages based on (i) any right or claim that arises after the date on which the Company executes this Release, including any right to and enforce the Employment Agreement with respect to provisions pertaining to matters that arise after the date of the Vista Released PartiesRelease and that survive termination of employment or (ii) any act of willful misconduct, in respect gross negligence, fraud or misappropriation of or arising from the Settled Claims, (collectively, the “Company Released Claims”); provided, however, that nothing contained in this Agreement shall be construed to prohibit the Company from bringing appropriate proceedings to enforce the obligations of Vista hereunder, none of which are released hereby until the Company’s receipt of the Notefunds.

Release by the Company. Upon Subject to the execution Company’s rights under this Amendment, effective as of this Agreementthe Final Closing Date, the Company, on its own behalfto the fullest extent legally possible, hereby completely and forever releases, waives and discharges, and on behalf shall be forever precluded from asserting, any and all claims, obligations, suits, judgments, damages, demands, debts, rights, causes of its action and liabilities, of any kind or nature, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, whether or not hidden or concealed, then existing in law, equity or otherwise, that the Company, including without limitation derivatively, to the fullest extent legally possible, has, had or may have against Seller, and Seller’s respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, former shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneys, administrators, heirs, executors, trustees, beneficiaries, representativespredecessors, successors and assigns members acting in such capacity, that are based in whole or in part on any act, omission, transaction or other occurrence taking place on or prior to the Final Closing Date, other than any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilities arising from or relating to the Surviving Covenants and Obligations (collectively, the “Company Releasing PartiesClaims”), hereby absolutelyand other than, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vistaas applicable, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectivelyany rights under this Amendment to which the Company is entitled. In making this waiver, the “Vista Released Parties”) Company acknowledges that it may hereafter discover facts in addition to or different from any and all claims, actions, causes of action, suits, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, claims and demands, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect or nominally or beneficially possessed or claimed by any of those which the Company Releasing Partiesnow believes to be true with respect to the subject matter released herein, whether the same be at law, but agree that it has taken that possibility into account in equity or mixed, reaching this Amendment and as to which such Company Releasing Party ever had, now has, or hereafter can, shall or may have against any or all of the Vista Released Parties, in respect of or arising from the Settled Claims, (collectively, the “Company Released Claims”); provided, however, that nothing contained in this Agreement shall be construed to prohibit the Company from bringing appropriate proceedings to enforce expressly assumes the obligations of Vista hereunderrisk. THE PROVISIONS IN THIS SECTION 7 SHALL BE ENFORCEABLE REGARDLESS OF WHETHER THE LIABILITY IS BASED UPON PAST, none of which are released hereby until the Company’s receipt of the NotePRESENT, OR FUTURE ACTS, CLAIMS, OR LAWS (INCLUDING ANY PAST, PRESENT, OR FUTURE ENVIRONMENTAL LAW (INCLUDING, BUT NOT LIMITED TO CERCLA), OCCUPATIONAL SAFETY AND HEALTH LAW, OR PRODUCTS LIABILITY, SECURITIES, OR OTHER LAW).

Release by the Company. Upon the execution of this Agreement, the Company, on its own behalf, and (a) The Company on behalf of itself, its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneyssuccessors, administratorsaffiliated entities and assigns, in consideration for the Executive’s execution and delivery of this Release, hereby forever releases and discharges the Executive, and her agents, heirs, executorssuccessors, trusteesassigns, beneficiaries, representatives, successors executors and assigns (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) from any and all claims, actions, known and unknown causes of action, suitsactions, debtsjudgments, liens, indebtedness, damages, losses, claims, liabilities, obligationsand demands of whatsoever kind and character in any manner whatsoever arising on or prior to the date of this Release, sums including but not limited to (i) any claim for breach of moneycontract, accountsbreach of implied covenant, covenantsbreach of oral or written promise, contractsdefamation, controversiesinterference with contract relations or prospective economic advantage, agreementsnegligence, promises, damages, judgments, executions, claims misrepresentation; (ii) any and demands, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall all liability that was or may have been alleged against or imputed to the Executive by the Company or by anyone acting on its behalf; (iii) any punitive, compensatory or liquidated damages; and (iv) all rights to and claims for attorneys’ fees and costs except as otherwise provided in her amended and restated employment agreement with the Company dated December [__], 2009 (the “Employment Agreement”). (b) The Company shall not file or cause to be filed any action, suit, claim, charge or proceeding with any federal, state or local court or agency relating to any claim within the scope of this Release. In the Vista Released Partiesevent there is presently pending any action, suit, claim, charge or proceeding within the scope of this Release, or if such a proceeding is commenced in respect of or arising from the Settled Claims, (collectivelyfuture, the “Company Released Claims”); providedshall promptly withdraw it, howeverwith prejudice, to the extent it has the power to do so. The Company represents and warrants that nothing contained its has not assigned any claim released herein, or authorized any other person to assert any claim on its behalf. (c) Anything to the contrary notwithstanding in this Agreement Release or the Employment Agreement, this Release shall be construed not apply to prohibit claims or damages based on (i) any right or claim that arises after the date on which the Company from bringing appropriate proceedings executes this Release, including any right to enforce the obligations of Vista hereunder, none of which are released hereby until Employment Agreement with respect to provisions pertaining to matters that arise after the Company’s receipt date of the NoteRelease and that survive termination of employment or (ii) any act of willful misconduct, gross negligence, fraud or misappropriation of funds.

Release by the Company. Upon the execution of this Agreement, the Company, on its own behalf, (a) The Company agrees to forever release and on behalf of its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneys, administrators, heirs, executors, trustees, beneficiaries, representatives, successors and assigns (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) discharge Goelzer from any and all claims, actions, causes of action, suitsclaims, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promisesdemands, damages, judgmentsrights, executionsremedies and liabilities (hereinafter referred to as "Company Claims") of whatsoever kind or character, claims and demands, whether known in law or unknownequity, suspected or unsuspected, absolute past or contingentpresent, direct that it has ever had, may now have, or indirect may later assert, against Goelzer, whether or nominally not arising out of or beneficially possessed related to his employment and the positions he has held with the Company, from the beginning of time to the Effective Date hereof, with the exception of those claims stated in Subparagraph 8(b) below to be expressly excluded from the Company's release. (b) Execution of this Agreement by BEC operates as a complete bar and defense against any and all of the Company Claims against Goelzer, provided that BEC may enforce its rights under this Agreement (including without limitation BEC's rights pursuant to Paragraphs 4, 9 and 10 of this Agreement), and provided further, that expressly excluded from BEC's release and covenant not to sue are any: (i) Company Claims against Goelzer in regard to any criminal violations of law where Goelzer is convicted or claimed by pleads guilty and as to which Goelzer had no reasonable cause to believe his conduct was lawful; and (ii) Company Claims against Goelzer in regard to any matter as to which Goelzer did not act in good faith and did not act in a manner he reasonably believed to be in or not opposed to the best interests of the Company. If the Company should hereafter make any of the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall or may have against Claims (other than any or all of the Vista Released Parties, in respect of or arising excluded from the Settled Claims, (collectively, the “Company Released Claims”); provided, however, that nothing contained Company's release in this Paragraph 8(b)) in any action, claim or proceeding against Goelzer, this Agreement may be raised as and shall be construed constitute a complete bar to prohibit any such action, claim or proceeding and Goelzer shall recover from the Company all costs incurred, including attorneys' fees. Nothing contained herein is intended to prevent the Company from bringing appropriate proceedings to enforce the obligations of Vista hereunder, none of which are released hereby until the Company’s receipt of the Noteenforcing this Agreement.

Release by the Company. Upon the execution of this Agreement(a) Effective immediately, the Company, on Company and its own behalf, and on behalf of its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneys, administrators, heirs, executors, trustees, beneficiaries, representatives, and all of their successors and assigns (collectively, the “Company Releasing PartiesReleasors”)) hereby fully and forever release, hereby absolutely, unconditionally discharge and irrevocably RELEASE and FOREVER DISCHARGE acquit each of Vistathe Directors and Officers and their attorneys, its respective affiliates accountants, legal representatives, agents and employees, and their successors, heirs and assigns and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns them (collectively, the “Vista Released D&O Parties”) ), of and from and against any and all claims, actionsdemands, obligations, duties, liabilities, damages, expenses, indebtedness, debts, breaches of contract, duty or relationship, acts, omissions, misfeasance, malfeasance, causes of action, suits, debts, liabilities, obligations, sums of money, accounts, covenantscompensation, contracts, controversies, agreements, promises, damages, judgmentscosts, executionslosses and remedies therefor, claims chooses in action, rights of indemnity or liability of any type, kind, nature, description or character whatsoever, and demandsirrespective of how, why or by reason of what facts, whether known or unknown, suspected whether liquidated or unsuspected, absolute unliquidated which Company Releasors or contingent, direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Partiestheir respective subsidiaries may now have or heretofore have had against any D&O Party, by reason of, arising out of or based upon any fact, matter, transaction or event, whether the same be at lawknown or unknown, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall or may have against any or all as of the Vista Released Parties, in respect of or arising from the Settled Claims, date hereof (collectively, the “Company Released Claims”); provided. (b) Each of the Company Releasors hereby agree, howeverrepresent and warrant that they each realize and acknowledge that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses, which are presently unknown, unanticipated and unsuspected, and they each further agree, represent and warrant that nothing contained this Agreement has been negotiated and agreed upon in light of that realization and that each Company Releasor nevertheless hereby intends to release, discharge and acquit the D&O Parties from all Company Released Claims. In furtherance of this intention, Company Releasors expressly waive any and all rights conferred upon each Company Releasor by the provisions of California Civil Code Section 1542, and expressly agree that this Agreement shall be construed given full force and effect according to prohibit each of its express provisions. California Civil Code Section 1542 provides: (c) The Company Releasors hereby agree, represent and warrant that they have had advice of counsel of their own respective choosing in negotiations for and the Company from bringing appropriate proceedings preparation of this Agreement, that they have read this Agreement or have had the same read to enforce the obligations of Vista hereunderthem by their respective counsel, none of which that they have each had this Agreement fully explained by such counsel and that they are released hereby until the Company’s receipt each fully aware of the Notecontents and legal effect of this Agreement.

Release by the Company. Upon the execution of this Agreement, the Company, on its own behalf, and (a) The Company on behalf of itself, its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneyssuccessors, administratorsaffiliated entities and assigns, in consideration for the Executive’s execution and delivery of this Release, hereby forever releases and discharges the Executive, and her agents, heirs, executorssuccessors, trusteesassigns, beneficiaries, representatives, successors executors and assigns (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) from any and all claims, actions, known and unknown causes of action, suitsactions, debtsjudgments, liens, indebtedness, damages, losses, claims, liabilities, obligationsand demands of whatsoever kind and character in any manner whatsoever arising on or prior to the date of this Release, sums including but not limited to (i) any claim for breach of moneycontract, accountsbreach of implied covenant, covenantsbreach of oral or written promise, contractsdefamation, controversiesinterference with contract relations or prospective economic advantage, agreementsnegligence, promises, damages, judgments, executions, claims misrepresentation; (ii) any and demands, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall all liability that was or may have been alleged against or imputed to the Executive by the Company or by anyone acting on its behalf; (iii) any punitive, compensatory or liquidated damages; and (iv) all rights to and claims for attorneys’ fees and costs except as otherwise provided in her amended and restated employment agreement with the Company dated December [__], 2008 (the “Employment Agreement”). (b) The Company shall not file or cause to be filed any action, suit, claim, charge or proceeding with any federal, state or local court or agency relating to any claim within the scope of this Release. In the Vista Released Partiesevent there is presently pending any action, suit, claim, charge or proceeding within the scope of this Release, or if such a proceeding is commenced in respect of or arising from the Settled Claims, (collectivelyfuture, the “Company Released Claims”); providedshall promptly withdraw it, howeverwith prejudice, to the extent it has the power to do so. The Company represents and warrants that nothing contained its has not assigned any claim released herein, or authorized any other person to assert any claim on its behalf. (c) Anything to the contrary notwithstanding in this Agreement Release or the Employment Agreement, this Release shall be construed not apply to prohibit claims or damages based on (i) any right or claim that arises after the date on which the Company from bringing appropriate proceedings executes this Release, including any right to enforce the obligations of Vista hereunder, none of which are released hereby until Employment Agreement with respect to provisions pertaining to matters that arise after the Company’s receipt date of the NoteRelease and that survive termination of employment or (ii) any act of willful misconduct, gross negligence, fraud or misappropriation of funds.

Release by the Company. Upon the execution of this Agreement, the Company, on its own behalf, and (a) The Company on behalf of itself, its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneyssuccessors, administratorsaffiliated entities and assigns, in consideration for the Executive’s execution and delivery of this Release, hereby forever releases and discharges the Executive, and his agents, heirs, executorssuccessors, trusteesassigns, beneficiaries, representatives, successors executors and assigns (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) from any and all claims, actions, known and unknown causes of action, suitsactions, debtsjudgments , liens, indebtedness, damages, losses, claims, liabilities, obligationsand demands of whatsoever kind and character in any manner whatsoever arising on or prior to the date of this Release, sums including but not limited to (i) any claim for breach of moneycontract, accountsbreach of implied covenant, covenantsbreach of oral or written promise, contractsdefamation, controversiesinterference with contract relations or prospective economic advantage, agreementsnegligence, promises, damages, judgments, executions, claims misrepresentation; any and demands, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall all liability that was or may have been alleged against or imputed to the Executive by the Company or by anyone acting on its behalf; (iii) any punitive, compensatory or liquidated damages and (iv) all rights to and claims for attorneys’ fees and costs except as otherwise provided in his employment agreement with the Company dated March 1, 2010 (the “Employment Agreement”). (b) The Company shall not file or cause to be filed any action, suit, claim, charge or proceeding with any federal, state or local court or agency relating to any claim within the scope of this Release. In the Vista Released Partiesevent there is presently pending any action, suit, claim, charge or proceeding within the scope of this Release, or if such a proceeding is commenced in respect of or arising from the Settled Claims, (collectivelyfuture, the “Company Released Claims”); providedshall promptly withdraw it, howeverwith prejudice, to the extent it has the power to do so. The Company represents and warrants that nothing contained it has not assigned any claim released herein, or authorized any other person to assert any claim on its behalf. (c) Anything to the contrary notwithstanding in this Agreement Release or the Employment Agreement, this Release shall be construed not apply to prohibit claims or damages based on (i) any right or claim that arises after the date on which the Company from bringing appropriate proceedings executes this Release, including any right to enforce the obligations of Vista hereunder, none of which are released hereby until Employment Agreement with respect to provisions pertaining to matters that arise after the Company’s receipt date of the NoteRelease and that survive termination of employment or (ii) any act of willful misconduct, gross negligence, fraud or misappropriation of funds.

Release by the Company. Upon the execution of this Agreement, the (a) The Company, on its own behalf, and on behalf of itself and its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present waives any and former directors, managing directors, managers, officers, control persons, shareholders, employees, all claims and hereby releases and forever discharges the Executive and each and all of his agents, attorneys, administrators, heirs, executors, trustees, beneficiaries, representatives, successors attorneys and assigns other representatives (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Executive Released Parties”) from any and all claims, actions, causes of claims and causes-of-action, suitscharges, debtscomplaints, liabilities, obligations, sums of money, accounts, covenants, contracts, controversiespromises, agreements, promises, damages, judgmentsactions, executionssuits, claims rights, demands, losses, debts, costs and demandsexpenses of any nature whatsoever, whether known or unknown, suspected or unsuspected, absolute disclosed or contingentundisclosed, direct contingent or indirect absolute, matured or nominally or beneficially possessed or claimed by any of unmatured, arising prior to the Release Execution Date, which the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall has or may hereafter have against any the Executive Released Parties in connection with Executive’s service as an employee, officer or all director of the Vista Released PartiesCompany or its subsidiaries or the termination of such service, including, but not limited to, any and all matters related in respect of any way to Executive’s resignation or arising separation from the Settled Claims, Company (collectively, collectively the “Company Released Claims”). The release under this Section 2(a) (the “Company Release”) is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims unless otherwise expressly provided herein. (b) The Company Release does not prohibit the following rights or Company Claims: (i) Company Claims with respect to occurrences arising after the Release Execution Date; provided(ii) any rights or Company Claims, howeverwhether specified above or not, that nothing contained in this Agreement shall cannot be construed to prohibit waived under applicable legal requirements, and (iii) any Company Claims that the Company may have related to any breach of fiduciary duty of loyalty, or any act not in good faith which involves intentional misconduct, by Executive. If it is determined that any Company Claim covered by this Company Release cannot be waived under applicable legal requirements, the Company expressly agrees that this Company Release will nevertheless remain valid and fully enforceable as to the remaining released Company Claims. (c) The Company understands that it is releasing Company Claims that it may not know about, and that is its knowing and voluntary intent. The Company expressly waives all rights that it might have under any law that is intended to prevent unknown Company Claims from bringing appropriate proceedings to enforce being released. The Company understands the obligations significance of Vista hereunder, none of which are released hereby until the Company’s receipt of the Notedoing so.

Release by the Company. Upon the execution In consideration of this Agreement, the Company, on its own behalf, and Company on behalf of itself, its respective pastparent and subsidiary corporations (“Company Releasors”) hereby irrevocably and unconditionally releases, present or future parent entitieswaives and forever discharges you, divisionsyour spouse, affiliates, subsidiaries, related business entities, shareholders, family members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneys, administrators, heirs, executors, trustees, beneficiaries, representatives, successors and assigns (collectively, the “Company Releasing PartiesXxxxxx Releasees”), hereby absolutely, unconditionally ) individually and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) from any and all claims, actions, causes of action, suitsclaims, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promisesdemands, damages, judgmentsrights, executionsremedies and liabilities of whatsoever kind or character, claims and demands, whether known in law or unknownequity, suspected or unsuspected, absolute known or contingentunknown, direct past or indirect present, that they have ever had, may now have, or nominally may later assert against the Xxxxxx Releasees, whether or beneficially possessed not arising out of or claimed related to Xxxxxx’x employment by or the performance of any services to or on behalf of the Company or the termination of that employment and those services, from the beginning of time to the Effective Date (hereinafter referred to as “Company’s Claims”), including without limitation, any and all other of Company’s Claims arising out of or related to any contract, any and all federal, state or local constitutions, statutes, rules or regulations, or under the laws of any country or political subdivision, or under any common law right of any kind whatsoever, including, without limitation, any of Company’s Claims for any kind of tortious conduct, promissory or equitable estoppel, breach of the Company’s policies, rules, regulations, handbooks or manuals, breach of express or implied contract or covenants of good faith, breach of duty of loyalty or fiduciary duty. Notwithstanding the foregoing, this Agreement shall not affect any of the Company Releasing PartiesCompany’s rights or obligations under (a) the Stock Agreements, whether (b) the same be at lawInSight 401(k) Plan, in equity (c) the Indemnification Agreement, (d) COBRA, (e) workers’ compensation or mixed, which such Company Releasing Party ever had, now hasunemployment insurance benefits claims, or hereafter can(f) the terms of this Agreement. Further, notwithstanding the foregoing, the Company’s Claims which are being released herein shall not include any claims or causes of action that the Company Releasors may have against you as of the Effective Date, which may arise from or be related to (i) any acts or omissions undertaken by you, or undertaken at your express direction, which constitute fraud, theft or embezzlement against the Company, or any act that constitutes a felony under the laws of the United States or any state; or (ii) any voluntary act undertaken by you in knowing and willful violation of a specific written Company directive or policy, which causes the Company material harm or subjects it to material liability. To the fullest extent permitted by law, the Company agrees not to lodge or assist anyone else in lodging any formal or informal complaint in court, with any federal, state or local agency or any other forum, in any jurisdiction, against you or any of the other Xxxxxx Releasees arising out of or related to Company’s Claims. The Company hereby represents and warrants that it has not brought any complaint, claim, charge, action or proceeding against any of the Xxxxxx Releasees in any jurisdiction or forum, nor assisted or encouraged any other person or persons in doing so. The Company further represents and warrants that it has not in the past and will not in the future assign any of Company’s Claims to any person, corporation or other entity. Execution of this Agreement by the Company operates as a complete bar and defense against any and all of Company’s Claims against you or any of the Vista Released Partiesother Xxxxxx Releasees. If the Company should hereafter make any of Company’s Claims in any charge, complaint, action, claim or proceeding against you or any of the other Xxxxxx Releasees, this Agreement may be raised as and shall constitute a complete bar to any such charge, complaint, action, claim or proceeding and you and/or the other Xxxxxx Releasees shall be entitled to and shall recover from the Company all costs incurred, including reasonable attorneys’ fees, in respect of defending against any such charge, complaint, action, claim or arising from the Settled Claims, (collectively, the “Company Released Claims”); provided, however, that nothing contained in this Agreement shall be construed to prohibit the Company from bringing appropriate proceedings to enforce the obligations of Vista hereunder, none of which are released hereby until the Company’s receipt of the Noteproceeding.

Release by the Company. Upon the execution of this Agreement, the Company, on its own behalf, and (a) The Company on behalf of itself, its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneyssuccessors, administratorsaffiliated entities and assigns, in consideration for the Executive’s execution and delivery of this Release, hereby forever releases and discharges the Executive, and his agents, heirs, executorssuccessors, trusteesassigns, beneficiaries, representatives, successors executors and assigns (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) from any and all claims, actions, known and unknown causes of action, suitsactions, debtsjudgments , liens, indebtedness, damages, losses, claims, liabilities, obligationsand demands of whatsoever kind and character in any manner whatsoever arising on or prior to the date of this Release, sums including but not limited to (i) any claim for breach of moneycontract, accountsbreach of implied covenant, covenantsbreach of oral or written promise, contractsdefamation, controversiesinterference with contract relations or prospective economic advantage, agreementsnegligence, promises, damages, judgments, executions, claims misrepresentation; any and demands, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall all liability that was or may have been alleged against or imputed to the Executive by the Company or by anyone acting on its behalf; (iii) any punitive, compensatory or liquidated damages and (iv) all rights to and claims for attorneys’ fees and costs except as otherwise provided in his employment agreement with the Company dated March 1, 2010 (the “Employment Agreement”). (b) The Company shall not file or cause to be filed any action, suit, claim, charge or proceeding with any federal, state or local court or agency relating to any claim within the scope of this Release. In the Vista Released Partiesevent there is presently pending any action, suit, claim, charge or proceeding within the scope of this Release, or if such a proceeding is commenced in respect of or arising from the Settled Claims, (collectivelyfuture, the “Company Released Claims”); providedshall promptly withdraw it, howeverwith prejudice,to the extent it has the power to do so. The Company represents and warrants that it has not assigned any claim released herein, that nothing contained or authorized any other person to assert any claim on its behalf. (c) Anything to the contrary notwithstanding in this Agreement Release or the Employment Agreement, this Release shall be construed not apply to prohibit claims or damages based on (i) any right or claim that arises after the date on which the Company from bringing appropriate proceedings executes this Release, including any right to enforce the obligations of Vista hereunder, none of which are released hereby until Employment Agreement with respect to provisions pertaining to matters that arise after the Company’s receipt date of the NoteRelease and that survive termination of employment or (ii) any act of willful misconduct, gross negligence, fraud or misappropriation of funds.

Release by the Company. Upon the execution of this Agreement, the Company, on its own behalf, and (a) The Company on behalf of itself, its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneyssuccessors, administratorsaffiliated entities and assigns, in consideration for the Executive’s execution and delivery of this Release, hereby forever releases and discharges the Executive, and her agents, heirs, executorssuccessors, trusteesassigns, beneficiaries, representatives, successors executors and assigns (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) from any and all claims, actions, known and unknown causes of action, suitsactions, debtsjudgments, liens, indebtedness, damages, losses, claims, liabilities, obligationsand demands of whatsoever kind and character in any manner whatsoever arising on or prior to the date of this Release, sums including but not limited to (i) any claim for breach of moneycontract, accountsbreach of implied covenant, covenantsbreach of oral or written promise, contractsdefamation, controversiesinterference with contract relations or prospective economic advantage, agreementsnegligence, promises, damages, judgments, executions, claims misrepresentation; (ii) any and demands, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall all liability that was or may have been alleged against or imputed to the Executive by the Company or by anyone acting on its behalf; (iii) any punitive, compensatory or liquidated damages; and (iv) all rights to and claims for attorneys’ fees and costs except as otherwise provided in her employment agreement with the Company dated January 1, 2008 (the “Employment Agreement”). (b) The Company shall not file or cause to be filed any action, suit, claim, charge or proceeding with any federal, state or local court or agency relating to any claim within the scope of this Release. In the Vista Released Partiesevent there is presently pending any action, suit, claim, charge or proceeding within the scope of this Release, or if such a proceeding is commenced in respect of or arising from the Settled Claims, (collectivelyfuture, the “Company Released Claims”); providedshall promptly withdraw it, howeverwith prejudice, to the extent it has the power to do so. The Company represents and warrants that nothing contained its has not assigned any claim released herein, or authorized any other person to assert any claim on its behalf. (c) Anything to the contrary notwithstanding in this Agreement Release or the Employment Agreement, this Release shall be construed not apply to prohibit claims or damages based on (i) any right or claim that arises after the date on which the Company from bringing appropriate proceedings executes this Release, including any right to enforce the obligations of Vista hereunder, none of which are released hereby until Employment Agreement with respect to provisions pertaining to matters that arise after the Company’s receipt date of the NoteRelease and that survive termination of employment or (ii) any act of willful misconduct, gross negligence, fraud or misappropriation of funds.

Release by the Company. Upon the execution In consideration of this Agreement, the Company, on its own behalf, and Company on behalf of itself, its respective pastparent and subsidiary corporations (“Company Releasors”) hereby irrevocably and unconditionally releases, present or future parent entitieswaives and forever discharges you, divisionsyour spouse, affiliates, subsidiaries, related business entities, shareholders, family members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneys, administrators, heirs, executors, trustees, beneficiaries, representatives, successors (the “Xxxxxxxxx Releasees”) individually and assigns (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) from any and all claims, actions, causes of action, suitsclaims, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promisesdemands, damages, judgmentsrights, executionsremedies and liabilities of whatsoever kind or character, claims and demands, whether known in law or unknownequity, suspected or unsuspected, absolute known or contingentunknown, direct past or indirect present, that they have ever had, may now have, or nominally may later assert against the Xxxxxxxxx Releasees, whether or beneficially possessed not arising out of or claimed related to your employment by or the performance of any services to or on behalf of the Company or the termination of that employment and those services, from the beginning of time to the Effective Date (hereinafter referred to as “Company’s Claims”), including without limitation, any and all other of Company’s Claims arising out of or related to any contract, any and all federal, state or local constitutions, statutes, rules or regulations, or under the laws of any country or political subdivision, or under any common law right of any kind whatsoever, including, without limitation, any of Company’s Claims for any kind of tortious conduct, promissory or equitable estoppel, breach of the Company’s policies, rules, regulations, handbooks or manuals, breach of express or implied contract or covenants of good faith, breach of duty of loyalty or fiduciary duty. Notwithstanding the foregoing, this Agreement shall not affect any of the Company Releasing PartiesCompany’s rights or obligations under (a) the 401k Plan, whether (b) the same be at lawIndemnification Agreement, in equity (c) California Labor Code Section 2802, (d) workers compensation or mixedunemployment insurance benefit claims, which such Company Releasing Party ever had, now has(e) COBRA, or hereafter can(f) the terms of this Agreement. Further, notwithstanding the foregoing, the Company’s Claims which are being released herein shall not include any claims or causes of action that the Company Releasors have or may have against you as of the Effective Date, which may arise from or be related to (i) any acts or omissions undertaken by you, or undertaken at your express direction, which constitute fraud, theft or embezzlement against the Company, or any act that constitutes a felony under the laws of the United States or any state; or (ii) any voluntary act undertaken by you, which at the time it was taken by you, was intentionally taken by you in knowing violation of a specific written Company directive or policy that was known to you and which causes or caused the Company material harm or subjects or subjected it to liability. The Company is not currently aware of any claim that it may have for any matter covered under this subsection (ii). To the fullest extent permitted by law, the Company agrees not to lodge or assist anyone else in lodging any formal or informal complaint in court, with any federal, state or local agency or any other forum, in any jurisdiction, against you or any of the other Xxxxxxxxx Releasees arising out of or related to Company’s Claims. The Company hereby represents and warrants that it has not brought any complaint, claim, charge, action or proceeding against you or any of the other Xxxxxxxxx Releasees in any jurisdiction or forum, nor assisted or encouraged any other person or persons in doing so. The Company further represents and warrants that it has not in the past and will not in the future assign any of Company’s Claims to any person, corporation or other entity. Execution of this Agreement by the Company operates as a complete bar and defense against any and all of Company’s Claims against you or any of the Vista Released Partiesother Xxxxxxxxx Releasees to the maximum extent permitted by law. If the Company should hereafter make any of Company’s Claims in any charge, complaint, action, claim or proceeding against you or any of the other Xxxxxxxxx Releasees except as expressly provided for in this Agreement, or arising out of the breach by you of this Agreement, this Agreement may be raised as and shall constitute a complete bar to any such charge, complaint, action, claim or proceeding and you and/or the other Xxxxxxxxx Releasees shall be entitled to and shall recover from the Company all costs incurred, including reasonable attorneys’ fees, in respect of defending against any such charge, complaint, action, claim or arising from the Settled Claims, (collectively, the “Company Released Claims”); provided, however, that nothing contained in this Agreement shall be construed to prohibit the Company from bringing appropriate proceedings to enforce the obligations of Vista hereunder, none of which are released hereby until the Company’s receipt of the Noteproceeding.

Release by the Company. Upon the execution of this Agreement, the Company, on its own behalf, and (a) The Company on behalf of itself, its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneyssuccessors, administratorsaffiliated entities and assigns, in consideration for the Executive’s execution and delivery of this Release, hereby forever releases and discharges the Executive, and his agents, heirs, executorssuccessors, trusteesassigns, beneficiaries, representatives, successors executors and assigns (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) from any and all claims, actions, known and unknown causes of action, suitsactions, debtsjudgments, liens, indebtedness, damages, losses, claims, liabilities, obligationsand demands of whatsoever kind and character in any manner whatsoever arising on or prior to the date of this Release, sums including but not limited to (i) any claim for breach of moneycontract, accountsbreach of implied covenant, covenantsbreach of oral or written promise, contractsdefamation, controversiesinterference with contract relations or prospective economic advantage, agreementsnegligence, promises, damages, judgments, executions, claims misrepresentation; (ii) any and demands, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall all liability that was or may have been alleged against or imputed to the Executive by the Company or by anyone acting on its behalf; (iii) any punitive, compensatory or liquidated damages and (iv) all rights to and claims for attorneys’ fees and costs except as otherwise provided in his employment agreement with the Company dated April 16, 2006 (the “Employment Agreement”). (b) The Company shall not file or cause to be filed any action, suit, claim, charge or proceeding with any federal, state or local court or agency relating to any claim within the scope of this Release. In the Vista Released Partiesevent there is presently pending any action, suit, claim, charge or proceeding within the scope of this Release, or if such a proceeding is commenced in respect of or arising from the Settled Claims, (collectivelyfuture, the “Company Released Claims”); providedshall promptly withdraw it, howeverwith prejudice, to the extent it has the power to do so. The Company represents and warrants that nothing contained its has not assigned any claim released herein, or authorized any other person to assert any claim on its behalf. (c) Anything to the contrary notwithstanding in this Agreement Release or the Employment Agreement, this Release shall be construed not apply to prohibit claims or damages based on (i) any right or claim that arises after the date on which the Company from bringing appropriate proceedings executes this Release, including any right to enforce the obligations of Vista hereunder, none of which are released hereby until Employment Agreement with respect to provisions pertaining to matters that arise after the Company’s receipt date of the NoteRelease and that survive termination of employment or (ii) any act of willful misconduct, gross negligence, fraud or misappropriation of funds.

Release by the Company. Upon the execution of this Agreement, the Company, on its own behalf, and (a) The Company on behalf of itself, its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneyssuccessors, administratorsaffiliated entities and assigns, in consideration for the Executive’s execution and delivery of this Release, hereby forever releases and discharges the Executive, and his agents, heirs, executorssuccessors, trusteesassigns, beneficiaries, representatives, successors executors and assigns (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) from any and all claims, actions, known and unknown causes of action, suitsactions, debtsjudgments, liens, indebtedness, damages, losses, claims, liabilities, obligationsand demands of whatsoever kind and character in any manner whatsoever arising on or prior to the date of this Release, sums including but not limited to (i) any claim for breach of moneycontract, accountsbreach of implied covenant, covenantsbreach of oral or written promise, contractsdefamation, controversiesinterference with contract relations or prospective economic advantage, agreementsnegligence, promises, damages, judgments, executions, claims misrepresentation; (ii) any and demands, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall all liability that was or may have been alleged against or imputed to the Executive by the Company or by anyone acting on its behalf; (iii) any punitive, compensatory or liquidated damages and (iv) all rights to and claims for attorneys’ fees and costs except as otherwise provided in his amended and restated employment agreement with the Company dated December [__], 2008 (the “Employment Agreement”). (b) The Company shall not file or cause to be filed any action, suit, claim, charge or proceeding with any federal, state or local court or agency relating to any claim within the scope of this Release. In the Vista Released Partiesevent there is presently pending any action, suit, claim, charge or proceeding within the scope of this Release, or if such a proceeding is commenced in respect of or arising from the Settled Claims, (collectivelyfuture, the “Company Released Claims”); providedshall promptly withdraw it, howeverwith prejudice, to the extent it has the power to do so. The Company represents and warrants that nothing contained its has not assigned any claim released herein, or authorized any other person to assert any claim on its behalf. (c) Anything to the contrary notwithstanding in this Agreement Release or the Employment Agreement, this Release shall be construed not apply to prohibit claims or damages based on (i) any right or claim that arises after the date on which the Company from bringing appropriate proceedings executes this Release, including any right to enforce the obligations of Vista hereunder, none of which are released hereby until Employment Agreement with respect to provisions pertaining to matters that arise after the Company’s receipt date of the NoteRelease and that survive termination of employment or (ii) any act of willful misconduct, gross negligence, fraud or misappropriation of funds.

Release by the Company. Upon the execution of this Agreement, the Company, on its own behalf, and (a) The Company on behalf of itself, its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneyssuccessors, administratorsaffiliated entities and assigns, in consideration for the Executive's execution and delivery of this Release, hereby forever releases and discharges the Executive, and his agents, heirs, executorssuccessors, trusteesassigns, beneficiaries, representatives, successors executors and assigns (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) from any and all claims, actions, known and unknown causes of action, suitsactions, debtsjudgments, liens, indebtedness, damages, losses, claims, liabilities, obligationsand demands of whatsoever kind and character in any manner whatsoever arising on or prior to the date of this Release, sums including but not limited to (i) any claim for breach of moneycontract, accountsbreach of implied covenant, covenantsbreach of oral or written promise, contractsdefamation, controversiesinterference with contract relations or prospective economic advantage, agreementsnegligence, promises, damages, judgments, executions, claims misrepresentation; (ii) any and demands, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall all liability that was or may have been alleged against or imputed to the Executive by the Company or by anyone acting on its behalf; (iii) any punitive, compensatory or liquidated damages; and (iv) all rights to and claims for attorneys' fees and costs except as otherwise provided in his second amended and restated employment agreement with the Company dated June __, 2010 (the "Employment Agreement"). (b) The Company shall not file or cause to be filed any action, suit, claim, charge or proceeding with any federal, state or local court or agency relating to any claim within the scope of this Release. In the event there is presently pending any action, suit, claim, charge or proceeding within the scope of this Release, or if such a proceeding is commenced in the future, the Company shall promptly withdraw it, with prejudice, to the extent it has the power to do so. The Company represents and warrants that it has not assigned any claim released herein, or authorized any other person to assert any claim on its behalf. (c) Anything to the contrary notwithstanding in this Release or the Employment Agreement, this Release shall not apply to claims or damages based on (i) any right or claim that arises after the date on which the Company executes this Release, including any right to and enforce the Employment Agreement with respect to provisions pertaining to matters that arise after the date of the Vista Released PartiesRelease and that survive termination of employment or (ii) any act of willful misconduct, in respect gross negligence, fraud or misappropriation of or arising from the Settled Claims, (collectively, the “Company Released Claims”); provided, however, that nothing contained in this Agreement shall be construed to prohibit the Company from bringing appropriate proceedings to enforce the obligations of Vista hereunder, none of which are released hereby until the Company’s receipt of the Notefunds.

Release by the Company. Upon the execution (a) For and in consideration of good and valuable consideration, receipt of which is hereby acknowledged, and except with respect to any obligations under this Agreement, the Company, on its own behalf, Notes and on behalf of its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneys, administrators, heirs, executors, trustees, beneficiaries, representatives, successors and assigns (collectivelythe Mortgage, the “Company Releasing Parties”), hereby absolutely, unconditionally fully and irrevocably RELEASE forever releases and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) discharges Xxxx from any and all claimsliability for any claim, duty, covenant, warranty, promise, undertaking, obligation, actions, causes suit, cause of action, suits, debts, liabilities, obligations, sums of money, accounts, covenantsjudgments, contractslosses, controversies, agreements, promises, liabilities or damages, judgmentsof whatsoever kind or nature, executionsat law, claims and demandsin equity or otherwise, whether presently known or unknown, suspected or unsuspected, absolute unsuspected that the Company may possess arising from any omission act or contingent, direct or indirect or nominally or beneficially possessed or claimed by fact that has occurred from the beginning of time up to any including the date of the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall or may have against any or all of the Vista Released Parties, in respect of or arising from the Settled Claims, (collectively, the “Company Released Claims”)Agreement; provided, however, Xxxx hereby represents and warrants that nothing contained in this Agreement shall be construed Xxxx has no knowledge of any issue, fact or circumstance constituting fraud against the Company or missapropriation of Company funds or property, and Xxxx acknowledges and agrees that the Company's release of Xxxx as to prohibit claims unknown to the Company (not imputing Xxxx'x knowledge to the Company) is contingent on the accuracy of such representation and warranty. Xxxx agrees to indemnify and hold harmless the Company from bringing appropriate proceedings and against any and all charges, claims, causes of action, losses or other expenses, including attorney's fees, incurred by the Company to enforce the obligations extent arising from the issues, facts or circumstances constituting such fraud or misappropriation. (b) The Company agrees that, except for the purpose of Vista hereunder, none of which are released hereby until the Company’s receipt seeking enforcement of the Noteterms of this Agreement and any claims for breach thereof (including but not limited to with respect to the Notes and Mortgage), it will not file or institute any civil actions, complaints, charges, claims or other proceedings of any nature or description against Xxxx before any judicial, administrative or other forum based upon or arising out of any claims, whether asserted or unasserted, that the Company may possess against Xxxx. If the Company violates this Agreement by filing or instituting any such civil actions, complaints, charges, claims or other proceedings, the Company agrees to pay all costs and expenses of defending against the suit incurred by Xxxx, including his reasonable attorney's fees, disbursements and costs.