Common use of Releases Clause in Contracts

Releases. (a) Each Signing Stockholder acknowledges that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, hereby releases and forever discharges the Buyer and SFX, and each of their respective individual, joint or mutual, past, present and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectively, "Releasees") from any and all claims, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12.

Releases. (a) Each Signing Stockholder acknowledges that Notwithstanding Section 9.1(d) of the Operating Agreement, which the Parties hereby waive, EDF and UNE, for themselves and their respective Affiliates, predecessors, successors in interest, assigns, equityholders, members, partners, principals, officers, directors, attorneys, agents and other representatives (collectively, but excluding the CEG Release Parties, the “EDF Release Parties”) hereby, as of the Transferred Interest Closing Date, absolutely and irrevocably release and forever discharge the CEG Parties, together with their respective Affiliates, predecessors, successors in interest, assigns, equityholders, members, partners, principals, officers, directors, attorneys, agents and other representatives (collectively, the “CEG Release Parties”), and the CEG Release Parties hereby, as of the Transferred Interest Closing Date, absolutely and irrevocably release and forever discharge the EDF Release Parties, other than with respect to a breach by one or more of the CEG Release Parties or one or more of the EDF Release Parties (as applicable) of this Agreement or the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets entered into pursuant to this Agreement (including the Transition Agreements), from liability for any Losses: (i) in each case, for the period prior to and including the Transferred Interest Closing, to the extent arising out of, or under, or relating to: (a) the operations or ownership of UNE, (b) the obligations of the EDF Release Parties or CEG Release Parties under the Operating Agreement, (c) any operations or practices of UNE, CNN or EDF that may have differed from the manner of operations or practices of UNE or either of the members thereof as provided in the Operating Agreement, (d) any other liabilities or commitments associated with UNE; and (ii) with respect to the CEG Release Parties only, all contract termination costs associated with UNE’s operations or practices, whether or not known now, heretofore or hereafter, whether anticipated or unanticipated, suspected or claimed, fixed or contingent, whether accrued or not and that Buyer is relying on whether damage has yet resulted from such or not, which any of the EDF Release Parties or CEG Release Parties had, have or may ever have against the CEG Release Parties or EDF Release Parties, respectively, or any of them. For the avoidance of doubt, but without prejudice to the covenants contained in this Section 8.12 in consummating such purchaseAgreement, as of the Transferred Interest Closing Date, CNN shall no longer have any obligations under the Operating Agreement or the Transfer Agreement. (b) Each Signing Stockholder, for good EDF and valuable consideration, EDFI hereby undertake to use their commercially reasonable efforts to terminate the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, UNE Guarantees (as defined below in order to induce Buyer to purchase Section 4.1) below as soon as practicable after the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, hereby releases and forever discharges the Buyer and SFX, and each of their respective individual, joint or mutual, past, present and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectively, "Releasees") from any and all claims, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actsdate hereof. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12.

Releases. (a) Each Signing Stockholder acknowledges that In consideration of the agreements set forth release provided in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. subsection (b) Each Signing below, Stockholder, for good himself/herself/itself and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and for each of such Signing Stockholder's Affiliates, hereby releases and forever discharges the Buyer and SFX, and each of their respective individual, joint or mutual, past, present and future ’s directors, officers, employees, agents, consultantsattorneys, advisors, representatives, stockholders, controlling persons, subsidiaries, legal successors and assigns (collectivelyassigns, "Releasees") hereby absolutely, unconditionally and irrevocably releases and forever discharges the Corporation and its directors, officers, employees, agents, attorneys, legal successors and assigns, individually and jointly, from any and all causes of actions, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, demands, proceedingsdebts, causes of actionaccounts, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdictsreckonings, obligations, contractscosts, agreementsrights of set off, debts and demands or liabilities whatsoever, in law or equity, whether the same or whether the facts on which the same may be based are now known or unknown, suspected or unsuspected, both at law and in equitywhich he/she/it, which each of the Signing Stockholders or any of their respective Affiliates now has, have may have, has ever had had, or hereafter can, shall or may hereafter have against the respective Releasees arising contemporaneously with have, for, upon or prior to the Closing Date or on account of or arising out by reason of any matter, cause or event thing whatsoever occurring contemporaneously through the date of this Agreement arising out of Stockholder’s purchase or ownership of any securities of the Corporation (collectively, “Liabilities”). (b) In consideration of the release provided in subsection (a) above, the Corporation hereby absolutely, unconditionally and irrevocably releases and forever discharges Stockholder and, as applicable, its directors, officers, employees, agents, attorneys, legal successors and assigns, individually and jointly, from any and all causes of actions, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, demands, debts, accounts, reckonings, obligations, costs, rights of set off, demands or liabilities whatsoever, in law or equity, whether the same or whether the facts on which the same may be based are now known or unknown, suspected or unsuspected, which he/she/it, has, may have, has ever had, or hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever occurring through the date of this Agreement arising out of Stockholder’s purchase or ownership of any securities of the Corporation (collectively, “Liabilities”). (c) It is the parties’ intention in executing this Agreement and in giving and receiving the consideration called for by this Agreement that this Agreement shall be effective as a full and final accord and satisfaction and release of all Liabilities released under subsections (a) or (b) (the “Released Liabilities”). Each party acknowledges that it is aware that it or its attorneys or its accountants may hereafter discover Liabilities or facts in addition to or different from those which it now knows or believes to exist with or prior respect to the Closing Date, includingReleased Liabilities, but that it is its intention hereby to fully, finally, and forever settle and release all disputes and differences with respect to the Released Liabilities. In furtherance of this intention, the releases hereby given shall be and remain in effect as a full and complete release notwithstanding the discovery or existence of any such additional or different Liability or fact. (d) The above releases shall not limited tobe effective for any claims arising from a breach of this Agreement, for any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not claims relating to fraud or for any claims pending onrelating to any untrue statement of a material fact or any failure to disclose a material fact necessary in order to make the statements made with respect to the transactions contemplated by this Agreement, or asserted afterin light of the circumstances under which they were made, the Closing Date; provided, however, that nothing not misleading. Nothing contained herein shall operate be construed to release any obligations of Buyer supercede or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding amend the terms of any kind against any Releaseeconfidentiality, based upon any matter purported to be released herebynoncompetitive or similar agreement between Stockholder and the Corporation. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12.

Releases. (a) Each Signing Stockholder acknowledges that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying The Circle Receiver on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency behalf of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder himself and each of such Signing Stockholder's Affiliateshis successors and assigns and (ii) Circle Trust and each of its subsidiaries, trusts, and their respective successors and assigns (collectively, the “Circle Releasors”), hereby irrevocably releases and forever discharges (A) the Buyer and SFX, Northshore Receiver and each of his affiliates, partners, and his and their respective individualsuccessors and assigns, joint and (B) each of Northshore Asset Management, LLC (“NSAM”), NSCT, LLC (“NSCT”), Xxxxxxxx Capital Management, L.P. (“SCM”), Ardent Research Partners, L.P. (“Ardent L.P.”), Ardent Research Partners, Ltd. (“Ardent Ltd.”) and each other affiliate of NSAM that is an entity or mutualfund for which the Northshore Receiver has been appointed and remains the receiver as of the date hereof (collectively, pastthe “Northshore Entities”), present and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, their respective subsidiaries, successors and assigns (collectively, "the “Northshore Releasees") ”), from any and all claims, proceedings, rights, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligationsremedies, contracts, agreements, debts debts, liabilities, orders, obligations and liabilities causes of action whatsoever, whether known or unknown, suspected or unsuspected, both at law and or in equityequity or otherwise, which each of the Signing Stockholders Circle Receiver or any of their respective Affiliates the other Circle Releasors now has, have ever had or may hereafter have against the respective Northshore Receiver and/or the other Northshore Releasees or any of them due to, arising contemporaneously with from, or in connection with, any action, matter, thing or omission occurring or existing on or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Datedate hereof, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyerclaims, whether pursuant to contract or otherwise proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and whether or not causes of action under, relating to claims pending onor arising from (x) the Promissory Note, dated June 23, 2004, in the principal amount of $1,028,000, payable by NSCT to Circle Trust and (y) the Stock Purchase Agreement, dated as of June 18, 2004, by and among NSCT, Capital Investments Management, Ltd. and Circle Trust and any agreement, instrument or asserted aftercertificate relating thereto or delivered in connection therewith. Notwithstanding anything contained in this Section 7(a) to the contrary, the Closing Date; providedCircle Receiver shall retain and not release or discharge (x) any claims, howeverproceedings, that nothing contained herein shall operate to release any rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of Buyer or SFX action whatsoever, (i) arising under or to enforce this Agreement or (ii) against any Closing Documents officer, director, member, partner or proximately caused employee of the Northshore Entities (excluding the Northshore Receiver or any of his partners, employees, officers or other representatives) or (y) any right to defend against or dispute any claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action whatsoever not released by Buyer's the Northshore Receiver under Section 7(b). Other than the right to enforce this Agreement, the Circle Receiver agrees he will have no claims in the case (the “Receivership Proceedings”) captioned Securities and Exchange Commission v. Northshore Asset Management, LLC, et al., Case No. 05-CV-2192 (RO), pending in the District Court. The Circle Receiver acknowledges and agrees that all claims filed by the Circle Receiver on behalf of Circle Trust and himself in the Receivership Proceedings have been withdrawn and disallowed in their entirety with prejudice and expunged from the schedule or SFX's willful, fraudulent or grossly negligent actsregister of filed claims in the Receivership Proceedings. (b) The Northshore Receiver on behalf of (i) himself and each of his successors and assigns and (ii) Each Signing Stockholder the Northshore Entities and each of their respective subsidiaries, successors and assigns (collectively, the “Northshore Releasors”) hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights releases and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with forever discharges (A) the assertion by or on behalf Circle Receiver and each of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 his successors and assigns and (B) Circle Trust and each of its subsidiaries, and each of their respective successors and assigns (collectively, the assertion by “Circle Releasees”), from any third party and all claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action whatsoever, whether known or unknown, suspected or unsuspected, at law or in equity or otherwise, which the Northshore Receiver or any claim of the other Northshore Releasors now has, ever had or demand may hereafter have against the Circle Receiver and/or the other Circle Releasees or any Releasee which claim or demand arises directly or indirectly of them, due to, arising from, or in connection with, any assertion action, matter, thing or omission occurring or existing on or prior to the date hereof. Notwithstanding anything contained in this Section 7(b) to the contrary, the Northshore Receiver and the other Northshore Entities shall retain and not release or discharge (x) any claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action whatsoever arising out of or related to (i) the Northshore Receiver’s claim for the return of $9 million of investor funds transferred by NSAM or an affiliate thereof to Circle Trust on behalf or about August 27, 2004, (ii) the common stock of Circle Trust owned by one or more Northshore Releasors, (iii) the Supplemental Motion for Approval of the Signing Stockholders Settlement Regarding Claims of the United States Department of Labor, Trust Advisors Stable Value Plus Fund and Northshore SEC Receiver, dated August 29, 2006, filed in the case captioned Xxxx X. Xxxxx, Banking Commissioner v. Circle Trust Company (Docket No. CV-05-4017063 S) pending in the Superior Court, Judicial District of Hartford, Connecticut (the “Connecticut Court”) and the related order issued by the Connecticut Court (collectively, the “Supplemental Circle Settlement”) or (iv) this Agreement (or any right to enforce the same) or (y) any right to defend against or dispute any claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action whatsoever not released by the Circle Receiver under Section 7(a). The Northshore Receiver acknowledges that he has agreed to amend the proof of claim (the “Ardent Claim”) filed on or about April 14, 2006 in Circle Trust’s receivership proceeding by the Northshore Receiver as Receiver for Ardent L.P. and Ardent Ltd., solely to eliminate any claims related to (i) NSAM’s transfer of the Subject Securities to Circle Trust and (ii) the Northshore Entities’ contribution of $3.9 million to Circle Trust in August and September, 2004 in satisfaction of the Connecticut Department of Banking’s request that the Northshore Entities adequately capitalize Circle Trust. The Northshore Receiver acknowledges and agrees the claim evidenced by the claim filed on or about April 14, 2006 in Circle Trust’s receivership proceedings by the Northshore Receiver as Receiver for NSAM, shall be withdrawn and disallowed in its entirety with prejudice and expunged from the schedule or register of filed claims or interests in such proceedings. Notwithstanding anything contained herein to the contrary, (i) this Section 7(b) shall have no effect on (x) the proof of claim or interest (the “NSCT Claim”) filed on or about April 14, 2006 in Circle Trust’s receivership proceeding by the Northshore Receiver as Receiver for NSCT or (y) the Ardent Claim, to the extent that such claim relates to Northshore’s (or its affiliates’) transfer of $9,000,000 to Circle Trust (the “Remaining Ardent Claim”) or (z) the Supplemental Circle Settlement, and (ii) the NSCT Claim, the Remaining Ardent Claim and the Supplemental Circle Settlement shall survive this Agreement in all respects and neither the Northshore Receiver or any of their Affiliates against such third party of the Northshore Entities releases, discharges or waives any rights, claims or other matters purported to be released pursuant to this Section 8.12causes of action with respect thereto. The Circle Receiver specifically acknowledges that the Supplemental Circle Settlement is effective and binding on him and the Circle Releasees.

Releases. (a) Each Signing Stockholder acknowledges that In consideration of the agreements set forth release provided in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. subsection (b) Each Signing below, Stockholder, for good himself/herself/itself and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and for each of such Signing Stockholder's Affiliates, hereby releases and forever discharges the Buyer and SFX, and each of their respective individual, joint or mutual, past, present and future directors, officers, employees, agents, consultantsattorneys, advisors, representatives, stockholders, controlling persons, subsidiaries, legal successors and assigns (collectivelyassigns, "Releasees") hereby absolutely, unconditionally and irrevocably releases and forever discharges the Corporation and its directors, officers, employees, agents, attorneys, legal successors and assigns, individually and jointly, from any and all causes of actions, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, demands, proceedingsdebts, causes of actionaccounts, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdictsreckonings, obligations, contractscosts, agreementsrights of set off, debts and demands or liabilities whatsoever, in law or equity, whether the same or whether the facts on which the same may be based are now known or unknown, suspected or unsuspected, both at law and in equitywhich he/she/it, which each of the Signing Stockholders or any of their respective Affiliates now has, have may have, has ever had had, or hereafter can, shall or may hereafter have against the respective Releasees arising contemporaneously with have, for, upon or prior to the Closing Date or on account of or arising out by reason of any matter, cause or event thing whatsoever occurring contemporaneously through the date of this Agreement arising out of Stockholder's purchase or ownership of any securities of the Corporation (collectively, "LIABILITIES"). (b) In consideration of the release provided in subsection (a) above, the Corporation hereby absolutely, unconditionally and irrevocably releases and forever discharges Stockholder and, as applicable, its directors, officers, employees, agents, attorneys, legal successors and assigns, individually and jointly, from any and all causes of actions, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, demands, debts, accounts, reckonings, obligations, costs, rights of set off, demands or liabilities whatsoever, in law or equity, whether the same or whether the facts on which the same may be based are now known or unknown, suspected or unsuspected, which he/she/it, has, may have, has ever had, or hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever occurring through the date of this Agreement arising out of Stockholder's purchase or ownership of any securities of the Corporation (collectively, "LIABILITIES"). (c) It is the parties' intention in executing this Agreement and in giving and receiving the consideration called for by this Agreement that this Agreement shall be effective as a full and final accord and satisfaction and release of all Liabilities released under subsections (a) or (b) (the "RELEASED LIABILITIES"). Each party acknowledges that it is aware that it or its attorneys or its accountants may hereafter discover Liabilities or facts in addition to or different from those which it now knows or believes to exist with or prior respect to the Closing Date, includingReleased Liabilities, but that it is its intention hereby to fully, finally, and forever settle and release all disputes and differences with respect to the Released Liabilities. In furtherance of this intention, the releases hereby given shall be and remain in effect as a full and complete release notwithstanding the discovery or existence of any such additional or different Liability or fact. (d) The above releases shall not limited tobe effective for any claims arising from a breach of this Agreement, for any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not claims relating to fraud or for any claims pending onrelating to any untrue statement of a material fact or any failure to disclose a material fact necessary in order to make the statements made with respect to the transactions contemplated by this Agreement, or asserted afterin light of the circumstances under which they were made, the Closing Date; provided, however, that nothing not misleading. Nothing contained herein shall operate be construed to release any obligations of Buyer supercede or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding amend the terms of any kind against any Releaseeconfidentiality, based upon any matter purported to be released herebynoncompetitive or similar agreement between Stockholder and the Corporation. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12.

Releases. (a) Each Signing Stockholder acknowledges that Effective upon the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase date hereof, the Purchased Assets pursuant to this AgreementTP Parties on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and that Buyer is relying on this Section 8.12 trustees, and any persons or entities acting by, through, under, or in consummating such purchase. concert with each of them (b) Each Signing Stockholderthe “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and intending to be legally boundunconditionally release, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreementacquit, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, hereby releases and forever discharges discharge the Buyer and SFXGB Parties, and each as well as all of their respective individualcurrent or former predecessors, joint or mutualsuccessors, pastassigns, present and future directorsaffiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, agentsowners, consultantspartners, advisorsmembers, representativesmanagers, stockholdersshareholders, controlling personsheirs, subsidiariesservants, successors attorneys, and assigns trustees, and all persons acting by, through, under, or in concert with any of them (collectivelythe “Globetrotter Releasees”), "Releasees") from any and all charges, complaints, claims, demandsliabilities, proceedingsobligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, awardssuits, decisionsrights, injunctionsdemands, judgmentscosts, orders, rulings, subpoenas, verdicts, obligations, contracts, agreementslosses, debts and liabilities expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equityanticipated or unanticipated, xxxxxx or inchoate, which each of the Signing Stockholders Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any of their respective Affiliates now hastime heretofore had, have ever had or may hereafter claimed to have against the respective Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising contemporaneously from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a). (b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing Date by or on account of or arising out behalf of any matterof the Third Point Releasees, cause or the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event occurring contemporaneously with of any breach of this Agreement at or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such Signing Stockholder's Affiliates of any claim or other matter purported lesser amount as shall be required to be released purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 8.12 10(b) shall not be null and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or void and shall continue in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12force and effect as if there had been no breach.

Releases. (a) Each Signing Stockholder acknowledges that Principal, Rollover Holdco Member, Direct Rollover Member and each other Equityholder (together with the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this AgreementPrincipals, Rollover Holdco Members and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable considerationDirect Rollover Members, the receipt and sufficiency of which is “Member Releasor”) hereby acknowledged, and intending to be legally boundagrees that, in order to induce Buyer to purchase consideration of benefits he, she or it will receive in connection with the Purchased Assets pursuant to this AgreementTransactions, hereby agrees as follows: (i) Each Signing Stockholdereffective upon the consummation of the Closing, on behalf of such Signing Stockholder he, she or it knowingly and each of such Signing Stockholder's Affiliates, hereby voluntarily irrevocably releases and forever discharges (i) the Buyer and SFXAcquired Entities (ii) the respective Subsidiaries of the Acquired Entities, (iii) Rollover Holdco, and each of their (iv) the respective individual, joint or mutual, past, present and future directorsmanagers, officers, employeesagents and representatives of the Acquired Entities, agentstheir respective Subsidiaries and Rollover Holdco (collectively clauses (i), consultants(ii), advisors(iii) and (iv), representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectively, "Releasees"the “Acquired Entity Released Parties”) from any and all claims, demandscontroversies, proceedingsactions, causes of action, awardscross-claims, decisionscounter-claims, injunctionsrights, judgmentsdemands, ordersdebts, rulingscompensatory damages, subpoenasliquidated damages, verdictspunitive or exemplary damages, obligationsother damages, contractsclaims for costs or attorneys’ fees, agreementsor Liabilities of any nature whatsoever in law, debts equity or otherwise, and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law or claimed or unclaimed (and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date including without limitation for or on account of fraud), against any of the Acquired Entity Released Parties that the Member Releasor or arising out any of his, her or its successors or assigns has ever had, may now have or hereafter can, shall or may have to any extent relating in any way to or in connection with any matter, cause or event occurring contemporaneously with or prior thing whatsoever from the beginning of the world to and including the consummation of the Closing (subject to the Closing Dateproviso below, including, but not limited to, any rights all of the foregoing collectively referred to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, herein as the Closing Date“Member Released Claims”); provided, however, that nothing contained herein the foregoing release shall operate to not include, and no release or discharge is given hereunder in respect of any obligations of Buyer required to be performed or SFX arising amounts due or owed by any Acquired Entity Released Party (x) under this Agreement, the Restructuring Agreement and/or any other Transaction Document after the Closing Date (including pursuant to Section 7.06) (provided that the exception in this clause (x) shall not apply to Rollover Holdco and its managers, officers, agents and representatives with respect to each Equityholder that is not a Principal, Rollover Holdco Member or Direct Rollover Member), (y) with respect to employees of the Acquired Entities or Subsidiaries of the Acquired Entities, earned but unpaid Ordinary Course salary and bonuses or reimbursement of expenses in the Ordinary Course to the extent not past due as of the Closing Date, or (z) with respect to any obligations included in the calculation of the Balance Sheet Adjustment or Transaction Expenses as finally determined pursuant to Section 2.14. For the avoidance of doubt, except for the Affiliate Contracts and Affiliate Transactions listed on Schedule 14.15 of the Disclosure Schedule, this Agreement and the other Transaction Documents, each of the Affiliate Contracts and Affiliate Transactions are hereby terminated as of the consummation of the Closing and none of the Affiliate Contracts or Affiliate Transactions shall have any further force or effect, notwithstanding any survival or other provision contained therein to the contrary or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actspast practice. (iib) Each Signing Stockholder of the Acquired Entities (for purposes of this Section 14.15(b), the “Acquired Entity Releasor” and with the Member Releasor, each a “Releasor” and together the “Releasors”) hereby agrees that, in consideration of benefits it will receive in connection with the Transactions, effective upon the consummation of the Closing, it knowingly and voluntarily irrevocably covenants releases and forever discharges the Principals, and solely as to refrain fromtheir capacity as a Member or holder of Equity Interests in any of the Acquired Entities or their Subsidiaries, directly the Equityholders (together with the Principals, the “Member Released Parties” and the Member Released Parties together with the Acquired Entity Released Parties, the “Released Parties”) from any and all claims, controversies, actions, causes of action, cross-claims, counter-claims, rights, demands, debts, compensatory damages, liquidated damages, punitive or indirectlyexemplary damages, asserting any claim other damages, claims for costs or demandattorneys’ fees, or commencing, instituting or causing to be commenced, any proceeding Liabilities of any kind nature whatsoever in law, equity or otherwise, and whether known or unknown, suspected or unsuspected, or claimed or unclaimed against any Releaseeof the Principals that each Acquired Entity Releasor or any of its successors or assigns has ever had, based upon may now have or hereafter can, shall or may have to any matter purported to be released hereby. (iii) Without extent relating in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with any matter, cause or thing whatsoever from the beginning of the world to and including the consummation of the Closing (Asubject to the proviso below, all of the foregoing collectively referred to herein as the “Acquired Entity Released Claims” and together with the Member Released Claims, the “Released Claims”); provided, however, that the foregoing release shall not include, and no release or discharge is given hereunder in respect of any obligations required to be performed or amounts due or owed by any Acquired Entity Released Party (i) under this Agreement and/or any other Transaction Document, (ii) with respect to any Member Released Party other than a Principal, to the assertion by extent not relating to such Member Released Party’s capacity as a Member or holder of Equity Interests, or (iii) with respect to any claim for fraud. For the avoidance of doubt, except for the Affiliate Contracts and Affiliate Transactions listed on behalf Schedule 14.15 of such Signing Stockholder the Disclosure Schedule, this Agreement and the other Transaction Documents, each of the Affiliate Contracts and Affiliate Transactions are hereby terminated as of the consummation of the Closing and none of the Affiliate Contracts or Affiliate Transactions shall have any further force or effect, notwithstanding any survival or other provision contained therein to the contrary or any past practice. (c) Each Releasor acknowledges and intends that the releases given in this Section 14.15 shall be effective as a bar to each and every one of the Released Claims herein above mentioned or implied. Each Releasor expressly consents that the releases given in this Section 14.15 shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Released Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected or unanticipated Released Claims), if any, as well as those relating to any other Released Claims herein above mentioned or implied. Each Releasor expressly waives and relinquishes all rights and benefits he, she or it may have under Section 1542 of the California Civil Code, which reads as follows: “SECTION 1542. CERTAIN CLAIMS NOT AFFECTED BY GENERAL RELEASE. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” (d) Each Releasor acknowledges and agrees that this waiver is an essential and material term of the release given in this Section 14.15 and that without such Signing Stockholder's Affiliates waiver Parent would not enter into this Agreement or consummate the Transactions. Each Releasor further agrees that in the event it should assert any claim seeking damages against any of the Released Parties, the release given in this Section 14.15 shall serve as a complete defense to any such Released Claim. Other than with respect to the Releasor’s rights that arise from claims that are excluded pursuant to the proviso set forth in clause (a) of this Section, each Releasor further agrees that there does not exist any claim of the type described in or implied by clause (a) hereof and it is not aware of any claim pending or other matter purported threatened claims of the type described in or implied by clause (a) hereof. (e) Each Releasor agrees that neither the releases given in this Section 14.15, nor the furnishing of the consideration for the releases given in this Section 14.15, shall be deemed or construed at any time to be released pursuant an admission by any Released Party or the Releasor of any improper or unlawful conduct. (f) Each Releasor acknowledges and agrees that such Releasor may hereafter discover facts different from or in addition to those now known, or believed to be true, regarding the subject matter of the releases given in this Section 8.12 14.15 and (B) further acknowledges and agrees that the assertion by any third party releases given in this Section 14.15 shall remain in full force and effect, notwithstanding the existence of any claim different or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12additional facts.

Releases. (a) Each Signing Stockholder acknowledges Effective upon the Closing, each of Sellers and their successor and assigns (collectively, the “Seller Releasing Parties”) shall be deemed to have remised, released and forever discharged the Company and the Subsidiaries and their respective successors, officers, directors and employees (and each of their respective heirs, executors and administrators acting in such capacities) and, subject to and without in any way limiting Buyer’s obligations under this Agreement and any Buyer Document, Buyer and its successors, officers, directors and employees (and each of their respective heirs, executors and administrators acting in such capacities) (collectively, the “Buyer and Company Released Parties”), of and from any and all claims, actions, matters, causes of action, in law or in equity, Liabilities, suits, proceedings, arbitrations, mediations or other investigations, debts, Liens, Contracts, promises, accounts, sums of money, reckonings, bonds, bills, demands, damages, losses, costs or expenses, whether direct or derivative, of any nature whatsoever, known or unknown, fixed or contingent, including any claim for indemnification or contribution (collectively, the “Claims”) that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase Seller Releasing Parties, or any of them, now has or ever had, or hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever, against the Purchased Assets pursuant to this AgreementBuyer and Company Released Parties, and each of them, from the beginning of time through the Closing Date, other than (i) any obligations to provide indemnification, exculpation or advancement of expenses to any Seller Releasing Party who is or was an officer or director of the Company and the Subsidiaries and who is entitled to such indemnification, exculpation or advancement of expenses under the charter of the Company and the Subsidiaries or as a matter of Law by or on behalf of the Company and the Subsidiaries, but in each case, solely to the extent any Losses related to such obligation are insured under the Tail Policy at no expense to the Company and the Subsidiaries, or (ii) any rights that Buyer is relying on this Section 8.12 any Seller Releasing Party may have as an Employee to earned and unpaid salary, bonuses, accrued vacation or other employee compensation and unreimbursed expenses, in consummating each case to the extent reflected in Final Closing Working Capital. Each Seller Releasing Party covenants and agrees that such purchaseSeller Releasing Party shall not commence, join in or in any manner seek relief through any suit arising out of, based upon or relating to any Claim released hereunder, or in any manner assert or cause or assist another to assert any Claims released hereunder. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION 6.13 TO THE CONTRARY, NOTHING HEREIN SHALL BE DEEMED TO RELEASE, WAIVE, MODIFY, AMEND OR OTHERWISE AFFECT THE RIGHTS OR THE OBLIGATIONS, COVENANTS OR COMMITMENTS OF SELLER RELEASING PARTIES OR BUYER AND RELEASED PARTIES UNDER THIS AGREEMENT. (b) Each Signing StockholderSeller Releasing Party acknowledges, represents and warrants that such Seller Releasing Party has had adequate disclosure of all facts necessary to make a knowing release of all Claims released hereunder. Effective for good all purposes as of the Closing, each Seller Releasing Party waives and valuable considerationrelinquishes any rights and benefits which such Seller Releasing Party may have under any statute or common law principle of any jurisdiction which provides, generally, that a general release does not extend to claims which a creditor does not know or suspect to exist in such Seller Releasing Party’s favor at the receipt and sufficiency time of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to executing this Agreement, hereby agrees as follows: (i) which if known by such Seller Releasing Party must have materially affected such Seller Releasing Party’s settlement with the debtor. Each Signing StockholderSeller Releasing Party acknowledges that such Seller Releasing Party may hereafter discover facts in addition to or different from those which such Seller Releasing Party now knows or believes to be true with respect to the subject matter of this Section 6.13, on behalf of but it is each such Signing Stockholder Seller Releasing Party’s intention to fully and each of such Signing Stockholder's Affiliates, hereby releases finally and forever discharges the Buyer settle and SFX, and each of their respective individual, joint or mutual, past, present and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectively, "Releasees") from release any and all claimsmatters, demandsdisputes and differences, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or and unsuspected, both at law which now exist, may exist or heretofore have existed between any Seller Releasing Party and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously Buyer and Company Released Party with or prior respect to the Closing Date subject matter of this Section 6.13 (subject to the exceptions set forth in this Section 6.13). In furtherance of this intention, the releases herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or on account of or arising out existence of any matter, cause such additional or event occurring contemporaneously with or prior to different facts. Each Seller Releasing Party covenants that such Seller Releasing Party has not assigned any Claims which are the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations subject of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.126.13.

Releases. (a) Each Signing Stockholder acknowledges that Effective immediately upon the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase Closing, each of the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing StockholderInfraREIT Entities, on behalf of such Signing Stockholder itself and each of such Signing Stockholder's Affiliatesits Affiliates and their respective Representatives and equityholders and their respective successors and assigns (collectively, the “InfraREIT Releasors”), hereby irrevocably and unconditionally waives, relinquishes, releases and forever discharges each of the Buyer Xxxx Entities and SFX, Sharyland and each of their respective individual, joint or mutual, past, present or future Affiliates and future directorstheir respective Representatives, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiariesequityholders, successors and assigns (collectively, "the “Xxxx Releasees"”) from and against any and all causes of actions, suits, claims, demands, proceedings, causes of actiondamages, awardsdebts, decisionsaccounts, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligationscovenants, contracts, agreements, debts judgments and liabilities of any kind and nature whatsoever, whether known or unknown, currently existing or arising in the future, at law or in equity, whether foreseen or unforeseen, suspected or unsuspected, both at law and in equityexisting or inchoate, which each of the Signing Stockholders contingent or any of their respective Affiliates accrued, asserted or unasserted (collectively, “Claims”), that such InfraREIT Releasors ever had, now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out any Xxxx Releasee, in each case, by reason of any matter, cause or event occurring contemporaneously with or prior to the Closing Datething whatsoever arising under, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with the Third Amended and Restated Company Agreement of SDTS, dated as of January 29, 2015, between SU and Transmission and Distribution Company, L.L.C. (Athe “SDTS LLCA”), the Subject Agreements and/or the Subject Leases or the transactions and arrangements carried out thereunder or contemplated thereby. Each InfraREIT Entity covenants and agrees not to, and shall cause each of the other InfraREIT Releasors not to, assert any such Claim against any of the Xxxx Releasees. Notwithstanding the foregoing provisions of this Section 1.3(a), such waiver, relinquishment, release and discharge shall not apply to any Claims arising (i) under the assertion by express terms of this Agreement, the Asset Exchange Agreement, the Merger Agreement or any Ancillary Agreement (as defined in the Asset Exchange Agreement), as applicable, or (ii) as a result of fraud. (b) Effective immediately upon the Closing, each of the Xxxx Entities and Sharyland, on behalf of itself and its Affiliates and their respective Representatives and equityholders and their respective successors and assigns (collectively, the “Xxxx Releasors” and, collectively with the InfraREIT Releasors, the “Releasing Parties”), hereby irrevocably and unconditionally waives, relinquishes, releases and forever discharges each of the InfraREIT Entities and each of their respective past, present or future Affiliates and their respective Representatives, equityholders, successors and assigns (collectively, the “InfraREIT Releasees”) from and against any and all Claims that such Signing Stockholder Xxxx Releasors ever had, now have or may have against any of such Signing Stockholder's Affiliates InfraREIT Releasee, in each case, by reason of any claim matter, cause or other matter purported thing whatsoever arising under, relating to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection withwith the SDTS LLCA, any assertion by the Subject Agreements and/or the Subject Leases or on behalf the transactions and arrangements carried out thereunder or contemplated thereby. Each Xxxx Entity covenants and agrees not to, and shall cause each of the Signing Stockholders other Xxxx Releasors not to, assert any such Claim against any of the InfraREIT Releasees. Notwithstanding the foregoing provisions of this Section 1.3(b), such waiver, relinquishment, release and discharge shall not apply to any Claims arising (i) under the express terms of this Agreement, the Asset Exchange Agreement, the Merger Agreement or any Ancillary Agreement, as applicable, or (ii) as a result of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12fraud. (c) EACH OF THE PARTIES, ON ITS OWN BEHALF AND ON BEHALF OF EACH RELEASING PARTY, EXPRESSLY AND IRREVOCABLY WAIVES ALL RIGHTS AFFORDED BY ANY STATUTE OR COMMON LAW PRINCIPLES, WHICH LIMIT THE EFFECT OF A RELEASE WITH RESPECT TO UNKNOWN CLAIMS. EACH OF THE PARTIES, ON ITS OWN BEHALF AND ON BEHALF OF EACH RELEASING PARTY, ACKNOWLEDGES THAT IT UNDERSTANDS THE SIGNIFICANCE OF THIS RELEASE OF UNKNOWN CLAIMS AND WAIVER OF ANY STATUTORY PROTECTION AGAINST A RELEASE OF UNKNOWN CLAIMS. EACH OF THE PARTIES, ON ITS OWN BEHALF AND ON BEHALF OF EACH RELEASING PARTY, ACKNOWLEDGES AND AGREES THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THE ASSET EXCHANGE AGREEMENT AND THE MERGER AGREEMENT.

Releases. (a) Each Signing Stockholder acknowledges that The Ramius Group hereby agrees for the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreementbenefit of Microtune, and that Buyer is relying on this Section 8.12 in consummating each controlling person, officer, director, stockholder, agent, Affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and successor, past and present, of Microtune (Microtune and each such purchase. (bperson being a “Microtune Released Person”) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing StockholderThe Ramius Group, on behalf of such Signing Stockholder for themselves and each of such Signing Stockholder's Affiliatesfor their members, officers, directors, assigns, agents and successors, past and present, hereby releases agrees and confirms that, effective from and after the date of this Agreement, they hereby acknowledge full and complete satisfaction of, and covenant not to xxx, and forever discharges fully release and discharge each Microtune Released Person of, and hold each Microtune Released Person harmless from, any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, attorneys’ fees, expenses, suits, losses and causes of action of any nature whatsoever, whether known or unknown, suspected or unsuspected (collectively, “Claims”) that the Buyer Ramius Group may have against the Microtune Released Persons, in each case with respect to events occurring prior to the date of the execution of this Agreement. (ii) The Ramius Group understands and SFXagrees that the Claims released by the Ramius Group above include not only those Claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Claims as described above. The Ramius Group understands that they may hereafter discover facts different from or in addition to what they now believe to be true, which if known, could have materially affected this release of Claims, but they nevertheless waive any claims or rights based on different or additional facts. (b) The Ramius Group agrees that, during the term of the Agreement, (i) no member of the Ramius Group shall, without the consent of Microtune, instigate, solicit, assist, intervene in, or otherwise voluntarily participate in any litigation or arbitration in which Microtune or any of its officers or directors are named as parties; provided that the foregoing shall not prevent any member of the Ramius Group from responding to a validly issued legal process and (ii) the Ramius Group agrees to give Microtune at least five (5) business days notice of the receipt of any legal process requesting information regarding Microtune or any of its officers or directors, to the extent that such notice is legally permissible. (c) Microtune hereby agrees for the benefit of the Ramius Group, and each of their respective individualcontrolling person, joint or mutualofficer, pastdirector, present stockholder, agent, Affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and future directorssuccessor, past and present, thereof, as well as each Ramius Director (the Ramius Group and each such person being a “Stockholder Released Person”) as follows: (i) Microtune, for itself and for its Affiliates, officers, employeesdirectors, agentsassigns, consultantsagents and successors, advisorspast and present, representativeshereby agrees and confirms that, stockholderseffective from and after the date of this Agreement, controlling personsit hereby acknowledges full and complete satisfaction of, subsidiariesand covenants not to xxx, successors and assigns (collectivelyforever fully releases and discharges each Stockholder Released Person of, "Releasees") from and holds each Stockholder Released Person harmless from, any and all claims, demands, proceedings, causes Claims of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities any nature whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or that Microtune may hereafter have against the respective Releasees arising contemporaneously Stockholder Released Persons, in each case with or respect to events occurring prior to the Closing Date or on account date of or arising out the execution of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actsAgreement. (ii) Each Signing Stockholder hereby irrevocably covenants Microtune understands and agrees that the Claims released by Microtune above include not only those Claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Claims as described above. Microtune understands that it may hereafter discover facts different from or in addition to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing what it now believes to be commencedtrue, which if known, could have materially affected this release of Claims, but it nevertheless waives any proceeding of any kind against any Releasee, claims or rights based upon any matter purported to be released herebyon different or additional facts. (iiid) Without The Parties intend that the foregoing release be broad with respect to the matter released, provided, however, this release of Claims shall not include claims to enforce the terms of this Agreement; and provided further that nothing in the foregoing release shall be deemed or construed, now or hereafter, as limiting in any way limiting manner any right of indemnification inuring to the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates benefit of any claim director or other matter purported to be released pursuant to this Section 8.12 and (B) former director of Microtune arising under the assertion by any third party of any claim Restated Certificate, the Bylaws or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12otherwise.

Releases. (a) Each Signing Stockholder acknowledges that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, The Shareholder Group hereby agrees for the benefit of the Company, and, to the extent acting in such capacity, each controlling person, officer, director, shareholder, agent, affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and successor, past and present, of the Company (the Company and each such person being a “Company Released Person”) as follows: (i) Each Signing StockholderThe Shareholder Group, on behalf of such Signing Stockholder for themselves and each of such Signing Stockholder's Affiliates, hereby releases and forever discharges the Buyer and SFX, and each of for their respective individual, joint or mutual, past, present and future directorsmembers, officers, employeesdirectors, agentsassigns, consultantsagents and successors, advisorspast and present, representativeshereby agrees and confirms that, stockholderseffective from and after the date of this Agreement, controlling personsthey hereby acknowledge full and complete satisfaction of, subsidiariesand covenant not to xxx, successors and assigns (collectivelyforever fully release and discharge each Company Released Person of, "Releasees") from and hold each Company Released Person harmless from, any and all rights, claims, warranties, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdictsdebts, obligations, contractsliabilities, agreementscosts, debts attorneys’ fees, expenses, suits, losses and liabilities causes of action of any nature whatsoever, whether known or unknown, suspected or unsuspected, both at law and matured or unmatured, fixed or contingent relating in equity, which each any way to the affairs of the Signing Stockholders or any of their respective Affiliates now has, have ever had or Company that the Shareholder Group may hereafter have against the respective Releasees arising contemporaneously Company Released Persons, in each case with or respect to events occurring prior to the Closing Date or on account date of or arising out the execution of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful(collectively, fraudulent or grossly negligent acts“Shareholder Group Released Claims”). (ii) Each Signing Stockholder hereby irrevocably covenants The Shareholder Group understands and agrees that the Shareholder Group Released Claims released by the Shareholder Group above include not only those claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Shareholder Group Released Claims as described above and which if known by the Shareholder Group would have materially affected this settlement with the Company. The Shareholder Group understands that they may hereafter discover facts different from or in addition to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing what they now believe to be commencedtrue, which if known, could have materially affected this release of the Shareholder Group Released Claims, but they nevertheless waive any proceeding of any kind against any Releasee, claims or rights based upon any matter purported to be released herebyon different or additional facts. (iii) Without in any way limiting any With respect to the Shareholder Group Released Claims, the Shareholder Group, for themselves and for their members, officers, directors, assigns, agents and successors, past and present, expressly waives as of the date of the execution of the Agreement all provisions, rights and remedies otherwise available to benefits of California Civil Code section 1542 and all provisions, rights and benefits conferred by any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates law of any claim state or other matter purported to be released pursuant to this Section 8.12 and (B) territory of the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly fromUnited States, or in connection withprinciple of common law, any assertion by which is similar, comparable or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported equivalent to be released pursuant to this Section 8.12.California Civil Code section 1542. California Civil Code section 1542 provides:

Releases. (a) Each Signing Stockholder acknowledges The Company hereby remises, releases, and forever discharges and by these presents does for itself and its successors and assigns, remise, release, and forever discharge the Executive and his heirs, successors and assigns from all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which it ever had, now has or which may hereafter accrue or which it, its successors or assigns, hereafter can, shall or may have for, upon or by reason of any matter from the beginning of the world to the day of the date of these presents; provided, however, it is confirmed herewith that this release does not affect the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase rights or obligations of the Purchased Assets Company or the Executive under or pursuant to this (i) the Consulting Agreement, (ii) the Loan Agreement the related Security Agreement, the associated promissory note and that Buyer is relying on other related documents, (iii) the Indemnification Agreement, or (iv) this Section 8.12 in consummating such purchaseTermination Agreement (the "Excluded Agreements"). (b) Each Signing StockholderThe Executive hereby remises, for good and valuable considerationreleases, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, hereby releases and forever discharges the Buyer and SFXby these presents does for himself and his successors and assigns, remise, release, and each of their respective individualforever discharge the Company, joint or mutualits subsidiaries, pastaffiliates, present and future directors, officersofficers and stockholders (collectively, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, the "Company Releasees") and successors and assigns of Company Releasees from all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which the Executive ever had, now has or which may hereafter accrue or which the Executive, his successors or assigns, hereafter can, shall or may have for, upon or by reason of any matter from the beginning of the world to the day of the date of these presents; provided, however, it is confirmed herewith that this release does not affect the rights or obligations of the Executive or the Company Releasees under or pursuant to the Excluded Agreements. (collectively, c) The Company and the Executive affirm that no representation of fact or opinion has been made to induce the giving of the releases provided by this Section 10 (the "ReleaseesReleases") from other than as specifically set forth herein and that it is therefore specifically agreed that the Releases shall be a complete bar to any and all claims, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities suits or damages whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously other than with or prior respect to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actsExcluded Agreements. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12.

Releases. (a) Each Signing Stockholder acknowledges that The Dialectic Group hereby agrees for the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreementbenefit of Immersion, and that Buyer is relying on this Section 8.12 in consummating each controlling person, officer, director, shareholder, agent, affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and successor, past and present, of Immersion (Immersion and each such purchase. (bperson being an “Immersion Released Person”) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing StockholderThe Dialectic Group, on behalf of such Signing Stockholder for themselves and each of such Signing Stockholder's Affiliates, hereby releases and forever discharges the Buyer and SFX, and each of for their respective individual, joint or mutual, past, present and future directorsmembers, officers, employeesdirectors, agentsassigns, consultantsagents and successors, advisorspast and present, representativeshereby agrees and confirms that, stockholderseffective from and after the date of this Agreement, controlling personsthey hereby acknowledge full and complete satisfaction of, subsidiariesand covenant not to xxx, successors and assigns (collectivelyforever fully release and discharge each Immersion Released Person of, "Releasees") from and hold each Immersion Released Person harmless from, any and all rights, claims, warranties, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdictsdebts, obligations, contractsliabilities, agreementscosts, debts attorneys’ fees, expenses, suits, losses and liabilities causes of action of any nature whatsoever, whether known or unknown, suspected or unsuspectedunsuspected (collectively, both at law “Claims”) and arising out of or related to the Company’s solicitation of nominees for directors and related proxy solicitation in equityconnection with the Annual Meeting (collectively, which each of “Dialectic Claims”) that the Signing Stockholders or any of their respective Affiliates now has, have ever had or Dialectic Group may hereafter have against the respective Releasees arising contemporaneously Immersion Released Persons, in each case with or respect to events occurring prior to the Closing Date or on account date of or arising out the execution of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actsAgreement. (ii) Each Signing Stockholder hereby irrevocably covenants The Dialectic Group understands and agree that the Dialectic Claims released by the Dialectic Group above include not only those Claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Dialectic Claims as described above. The Dialectic Group understands that they may hereafter discover facts different from or in addition to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing what they now believe to be commencedtrue, which if known, could have materially affected this release of Dialectic Claims, but they nevertheless waive any proceeding of any kind against any Releasee, claims or rights based upon any matter purported to be released herebyon different or additional facts. (iiib) Without The Dialectic Group agrees that, except as counsel to the Dialectic Group or any of its Affiliates and Associate reasonably determines is required in order for members of the Dialectic Group to comply with their respective fiduciary duties to their investors, (i) no member of the Dialectic Group shall, without the consent of Immersion, instigate, solicit, assist, intervene in, or otherwise voluntarily participate in any way limiting litigation or arbitration in which Immersion or any of its officers or directors are named as parties; provided that the rights foregoing shall not prevent any member of the Dialectic Group from responding to a validly issued legal process and remedies otherwise available (ii) the Dialectic Group agrees to give Immersion at leave five business days notice of the receipt of any Releaseelegal process requesting information regarding Immersion or any of its officers or directors, to the extent that such notice is legally permissible. (c) Immersion hereby agrees for the benefit of the Dialectic Group, and each Signing Stockholder shall indemnify controlling person, officer, director, stockholder, agent, affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and hold harmless successor, past and present (the Dialectic Group and each Releasee such person being a “Shareholder Released Person”) as follows: (i) Immersion, for itself and for its affiliates, officers, directors, assigns, agents and successors, past and present, hereby agrees and confirms that, effective from and against after the date of this Agreement, it hereby acknowledges full and complete satisfaction of, and covenants not to xxx, and forever fully releases and discharges each Shareholder Released Person of, and holds each Shareholder Released Person harmless from, any and all lossClaims of any nature whatsoever, liabilitywhether known or unknown, claimsuspected or unsuspected and arising out of or related to the Dialectic Group’s notice to the Company of its intention to nominate two persons to the Company’s Board at the Annual Meeting (collectively, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees“Immersion Claims”), whether that Immersion may have against the Shareholder Released Persons, in each case with respect to events occurring prior to the date of the execution of this Agreement. (ii) Immersion understands and agrees that the Immersion Claims released by Immersion above include not only those Claims presently known but also include all unknown or not involving third party unanticipated claims, arising directly or indirectly rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Immersion Claims as described above. Immersion understands that it may hereafter discover facts different from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported addition to what it now believes to be released pursuant to true, which if known, could have materially affected this Section 8.12 and (B) the assertion by any third party release of any claim or demand against any Releasee which claim or demand arises directly or indirectly fromImmersion Claims, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of but it nevertheless waives any claims or other matters purported to be released pursuant to rights based on different or additional facts. (d) The Parties do hereby expressly waive and relinquish all rights and benefits afforded by California Civil Code Section 1542, and do so understanding and acknowledging the significance and consequences of such specific waiver of California Civil Code Section 1542. The Parties acknowledge and understand that they are being represented in this matter by counsel of their own choice, and acknowledge that they are familiar with the provisions of California Civil Code Section 1542, which provides as follows: Thus, notwithstanding these provisions of law, the Parties expressly acknowledge and agree that this Section 8.128 is also intended to include in its effect, without limitation, all such claims which they do not know or suspect to exist at the time of the execution of this Agreement, and that this Agreement contemplates the extinguishment of those claims. (e) The Parties intend that the foregoing release be broad with respect to the matter released, provided, however, this release of Dialectic Claims and Immersion Claims shall not include claims to enforce the terms of this Agreement; and provided further that nothing in the foregoing release shall be deemed or construed, now or hereafter, as limiting in any manner any right of indemnification inuring to the benefit of any director or former director of Immersion arising under Immersion’s Certification of Incorporation, Bylaws or otherwise.

Releases. (a) Each Signing Stockholder acknowledges that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, of Seller and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, Guarantor on behalf of such Signing Stockholder itself and each of such Signing Stockholder's Affiliatesits respective, heirs, executors, administrators and successors and assigns (collectively the “Seller Releasing Parties”) hereby releases irrevocably remises, releases, acquits, satisfies and forever discharges the Buyer Purchaser and SFX, and each all of their its respective individual, joint or mutual, past, present and future partners, officers, directors, officersprincipals, employees, agents, consultantsattorneys, advisorsservicers, subservicers, special servicers, contractors, representatives, stockholdersparticipants, controlling personsshareholders, investors, successors, assigns, subsidiaries, successors affiliates, parents and assigns predecessors in interest (collectively, "Releasees"the “Purchaser Parties”) from any and all claimsmanner of debts, demandsaccounts, proceedingsbonds, causes of actionwarranties, awardsrepresentations, decisionscovenants, injunctionspromises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, ordersexecutions, rulingsdefenses, subpoenasoffsets, verdictscounterclaims, obligationsactions, contractsclaims, agreementsdemands and causes of action of any nature whatsoever, debts and liabilities whatsoeverwhether at law or in equity, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates Seller Releasing Parties now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out by reason of any matter, cause or event occurring contemporaneously with thing, arising on or prior to before the Closing DateEffective Date of this Amendment including without limitation, including, but not limited to, any rights to indemnification matters arising out of or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on(i) the Purchased Assets and the Transaction Documents, or asserted afterincluding without limitation, the Closing Date; providedfunding thereof, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain fromany enforcement of Purchaser’s rights under the Transaction Documents, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. and (iii) Without in any way limiting other agreement or transaction between any of the rights Seller Releasing Parties and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates Purchaser Parties concerning matters arising out of or relating to the items set forth in subsections (i) through (ii) above. The Seller Releasing Parties recognize that they may be releasing claims of which they do not yet have knowledge, but Seller Releasing Parties nevertheless acknowledge that this provision has been specifically bargained for by Purchaser as a material inducement to the execution of this Amendment. The release set forth in this paragraph and related indemnification set forth below will survive any claim expiration or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf termination of the Signing Stockholders Forbearance Period or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12Amendment.

Releases. (a) Each Signing Stockholder acknowledges Contributor hereby waives, acquits, forever discharges and releases, effective as of the Closing, on behalf of itself and each of its Controlled Affiliates (other than the Transferred Entities) and each of their respective past, present and future stockholders, partners, members and Representatives and each of their respective successors and assigns (collectively, its “Related Persons”), to the fullest extent permitted by Law, any and all causes of action, damages, judgments, liabilities and rights against the Parent Parties, each of their respective Subsidiaries and past, present and future equityholders, Affiliates and Representatives (collectively, the “Parent Related Persons”), whether absolute or contingent, liquidated or unliquidated, known or unknown, determined, determinable or otherwise, that Contributor or any of its Related Persons has ever had or may now or hereafter have to the agreements set forth extent, and only to the extent, arising from facts, occurrences or circumstances existing at or prior to the Closing, in each case, relating to the Transferred Entities or their respective businesses, arising from or relating to this Agreement or otherwise, whether in law or in equity, in contract, in tort or otherwise, in any capacity, including any claims to any additional Interests in any Parent Party or any of their respective Subsidiaries or any distributions or payments (as consideration of services or otherwise) from any Parent Party or any of their respective Subsidiaries by reason of any matter, cause or thing whatsoever other than (i) the applicable Surviving Provisions, (ii) any obligations owed to any officer, director, manager, employee or consultant pursuant to the Organizational Documents of any of the Transferred Entities or any Employee Benefit Plan or any other compensation or retention arrangement by any Transferred Entity, any Parent Party or any of their respective Subsidiaries and (iii) any obligations under any of the other Transaction Agreements (the “Contributor Released Claims”). Contributor agrees not to, and to cause its Related Persons not to, assert any Proceeding against any Parent Party, Parent Related Person or Transferred Entity with respect to Contributor Released Claims. Contributor agrees that it will not (and will not cause or permit any of its Related Persons to) exercise or assert any right of contribution, set-off or indemnity or any other right or remedy (including any such rights and remedies contained in the Organizational Documents of the Transferred Entities) against any Parent Party, Parent Related Person or Transferred Entity in connection with any liability for any Contributor Released Claim. Notwithstanding anything herein to the contrary, this Section 8.12 are 11.15(a) shall not impose any restrictions or limitations on the ability of Contributor (or any of its Related Persons) to exercise or assert any rights or remedies against any Parent Party, Parent Related Person or Transferred Entity that may arise as a condition to Buyer's obligation to purchase result of the Purchased Assets pursuant to this Agreementownership by Contributor or its Related Persons of any Interests in any Parent Party, Parent Related Person or Transferred Entity from and that Buyer is relying on this Section 8.12 in consummating such purchaseafter the Closing. (b) Each Signing StockholderParent Party hereby waives, for good acquits, forever discharges and valuable considerationreleases, effective as of the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing StockholderClosing, on behalf of such Signing Stockholder itself and each its Related Persons (including the Transferred Entities), to the fullest extent permitted by Law, any and all causes of such Signing Stockholder's Affiliatesaction, hereby releases damages, judgments, liabilities and forever discharges the Buyer rights against Contributor and SFX, and each of their respective individual, joint or mutual, its past, present and future directorsequityholders, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors Affiliates and assigns Representatives (other than the Transferred Entities) (collectively, "Releasees") from any and all claims, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoeverthe “Contributor Related Persons”), whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected determined, determinable or unsuspectedotherwise, both that such Parent Party or any of their Related Persons (including the Transferred Entities) has ever had or may now or hereafter have to the extent, and only to the extent, arising from facts, occurrences or circumstances existing at or prior to the Closing, in each case, relating to the Transferred Entities, their respective businesses or assets and properties or the ownership or operation thereof, including pursuant to the Organization Documents thereof (and any breaches thereof), arising from or relating to this Agreement or otherwise, whether in law and or in equity, in contract, in tort or otherwise, in any capacity, other than the applicable Surviving Provisions (the “Parent Released Claims”). Each Parent Party agrees not to, and to cause its Related Persons not to, assert any Proceeding against Contributor or any Contributor Related Person with respect to any Parent Released Claim. Each Parent Party agrees that it will not (and will not cause or permit any of its Related Persons to) exercise or assert any right of contribution, set-off or indemnity or any other right or remedy against Contributor or any Contributor Related Person in connection with any liability to which each of the Signing Stockholders a Parent Party or any of their respective Affiliates now has, have ever had or Related Persons may hereafter have against the respective Releasees arising contemporaneously with or prior become subject for any Parent Released Claim. Notwithstanding anything herein to the Closing Date contrary, this Section 11.15(b) shall not impose any restrictions or limitations on account of or arising out the ability of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders Parent Party or any of their Affiliates respective Subsidiaries to exercise or assert any rights or remedies against such third party Contributor or any Contributor Related Person that may arise as a result of the ownership by Contributor or any Contributor Related Person of any claims Interests in any Parent Party, Parent Related Person or other matters purported to be released pursuant to this Section 8.12Transferred Entity from and after the Closing. (c) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL, INDIRECT OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOSS OF PRODUCTION, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, LOSS OF A BUSINESS OPPORTUNITY, DIMINUTION IN VALUE OR OTHER DAMAGES ATTRIBUTABLE TO BUSINESS INTERRUPTION) ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE AS A RESULT OF, RELATING TO OR ARISING FROM THE RELATIONSHIP BETWEEN THE PARTIES HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, OR WHETHER OR NOT THE PERSON AT FAULT KNEW, OR SHOULD HAVE KNOWN, THAT SUCH DAMAGE WOULD BE LIKELY SUFFERED.

Releases. (a) Each Signing Stockholder acknowledges that member of the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing StockholderClover Group, on behalf of such Signing Stockholder itself and each its agents, officers, directors, partners, members, managers, trustees, beneficiaries, successors, predecessors, subsidiaries, principals and controlled affiliates, and the respective heirs and estates of such Signing Stockholder's Affiliatesall of the foregoing, as applicable (the “Clover Releasors”), hereby releases do release and forever discharges the Buyer and SFXdischarge, and each of covenant not to xxx or take any steps to further any claim, action or proceeding against, Hampden or Berkshire and their respective individualsuccessors, joint or mutualaffiliates, pastsubsidiaries, present and future predecessors, officers, directors, officerspartners, trustees, beneficiaries, employees, agents, representatives, attorneys and any other advisors or consultants, advisorsand the respective heirs and estates of all of the foregoing, representativesas applicable (the “Clover Releasees”), stockholdersand each of them, controlling persons, subsidiaries, successors from and assigns (collectively, "Releasees") from in respect of any and all claims, demands, proceedings, claims and causes of action, awardswhether based on any federal or state law or right of action, decisionsdirect, injunctionsindirect or representative in nature, judgmentsforeseen or unforeseen, ordersmatured or unmatured, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders all or any of their respective Affiliates now hasthe Clover Releasors have, have ever had or may hereafter have against the respective Releasees arising contemporaneously with Clover Releasees, or prior to the Closing Date or on account any of or arising out them, of any matterkind, cause nature or event occurring contemporaneously type whatsoever, with respect to and in connection with the Proxy Contest, 2014 Annual Meeting, Merger or prior to Merger Agreement, except that the Closing Date, including, but foregoing release does not limited to, release any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising duties under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding claims the Clover Releasors may have for the breach of any kind against provisions of this Agreement. Hampden and Berkshire (the “Berkshire/Hampden Releasors”) hereby do release and forever discharge, and covenant not to xxx or take any Releaseesteps to further any claim, action or proceeding against, the Clover Group and their successors, affiliates, subsidiaries, predecessors, officers, directors, partners, trustees, beneficiaries, employees, agents, representatives, attorneys and any other advisors or consultants, and the respective heirs and estates of all of the foregoing, as applicable (the “Berkshire/Hampden Releasees”), and each of them, from and in respect of any and all claims and causes of action, whether based upon on any matter purported to be released hereby. (iii) Without federal or state law or right of action, direct, indirect or representative in any way limiting nature, foreseen or unforeseen, matured or unmatured, known or unknown, which all or any of the rights Berkshire/Hampden Releasors have, had or may have against the Berkshire/Hampden Releasees, or any of them, of any kind, nature or type whatsoever, with respect to and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by Proxy Contest, 2014 Annual Meeting, Merger or on behalf of such Signing Stockholder Merger Agreement, except that the foregoing release does not release any rights and duties under this Agreement or any of such Signing Stockholder's Affiliates claims the Berkshire/Hampden Releasors may have for the breach of any claim or other matter purported to be released pursuant to provisions of this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12Agreement.

Releases. (a) Each Signing Stockholder acknowledges that Effective as of the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this AgreementClosing, each Seller for itself and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholderits Affiliates and its Related Persons, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliatesapplicable, hereby releases and forever discharges the Buyer Buyers and SFXthe Acquired Companies, and each of their the Buyers’ and the Acquired Companies’ respective individual, joint or mutual, past, present and future directorsrepresentatives, Affiliates, principals, officers, employees, agents, consultants, advisorsattorneys, representatives, insurers, subrogors, subrogees, licensees, predecessors, members, directors, managers, stockholders, limited partners, controlling persons, subsidiaries, successors and assigns (individually a “Releasee” and collectively, "the “Releasees"”) from any and all claims, demands, proceedingsProceedings (including those arising out of or in any way related to any Legal Requirement prohibiting discrimination on the basis of age, causes of actionrace, awardscolor, decisionsreligion, injunctionsdisability, judgmentssex, ordersnational origin, rulingscitizenship or other protected classification, subpoenasincluding, verdictswithout limitation, claims under Title VII, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act, and the Americans With Disabilities Act), Orders, obligations, rights of indemnification, contribution or subrogation, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspectedby statute, both at law and in equity, equity (the “Released Claims”) which each of the Signing Stockholders such Seller (or any of their respective Affiliates its Affiliates, or Related Persons) now has, have has ever had or may hereafter have against the respective Releasees (i) arising contemporaneously with or prior to the Closing Date or (ii) on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Dateand, in either case, related to the ownership of the Shares, service as an officer or director of any of the Acquired Companies, or the business and affairs of any of the Acquired Companies, including, but not limited towithout limitation, all such Released Claims arising under or in connection with any financing, guaranty or other financial accommodation (and all subrogation rights to indemnification that may arise in the future on account thereof), investment, advance, loan, lease, provision of goods or reimbursement from SFX services, Contracts or Buyer, whether pursuant to contract other undertaking or otherwise and whether transaction entered into with or not relating to claims pending on, on behalf of the Acquired Companies by any such Seller (or asserted after, the Closing Dateany of its Affiliates or Related Persons); provided, however, that nothing contained herein shall operate to release any obligations obligation (i) of Buyer the Acquired Companies or SFX the Buyers arising under pursuant to this Agreement or any Closing Documents the other documents delivered in connection herewith, or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available pursuant to any Releaseeemployment arrangement. Each Seller acknowledges that it may hereafter discover claims or facts in addition to or different from those which it now knows or believes to exist with respect to the subject matter of this release and which, if known or suspected at the time of executing this release, may have materially affected its willingness to enter into this release. Nevertheless, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liabilitySeller hereby waives any right, claim, damage or cause of action that might arise as a result of such different or additional claims or facts. In addition, with respect to such waiver and release, the Sellers specifically waive the benefit of the provisions of Section 1542 of the Civil Code of the State of California (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees“Section 1542”), whether or not involving third party claimswhich reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, arising directly or indirectly from or in connection with (A) WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH DEBTOR. The Sellers understand and acknowledge the assertion by or on behalf significance and consequence of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf specific waiver of the Signing Stockholders provisions of Section 1542. The Sellers acknowledge that they have received or any of have had the opportunity to receive independent legal advice from their Affiliates against such third party of any claims or other matters purported to be released pursuant to attorneys regarding this Section 8.12waiver.

Releases. (a) Each Signing Stockholder acknowledges that Effective upon the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this AgreementClosing, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, JV Entity hereby releases and forever discharges the Buyer each Seller Indemnitee from and SFX, and each of their respective individual, joint or mutual, past, present and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectively, "Releasees") from any and against all claims, demands, proceedingsdamages, causes of actiondebts, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdictsliabilities, obligations, contractscosts, agreementsexpenses, debts actions and liabilities causes of action of any nature whatsoever, whether known or unknown, whether suspected or unsuspected, both whether arising under statute, strict liability, negligence or fraud or otherwise (including those relating to CERCLA or other Environmental Laws), that such JV Entity now has or will have at law and in equity, which each the Closing Date or shall or may have after the Closing Date to the extent arising prior to the Closing out of the Signing Stockholders JV, the JV Assets, the Mine or the business or operations of any JV Entity, other than any matter under (i) this Agreement and the other Transaction Documents (and each other agreement or instrument expressly contemplated by this Agreement or any other Transaction Document to be entered into by AGA, any of the other parties hereto or any of their respective Affiliates subsidiaries), (ii) any Contract listed or described in Schedule 1.05(b), (iii) any Contract to which any third party is a party and (iv) any other Contract that this Agreement or any other Transaction Document expressly contemplates will survive the Closing Date. (b) Effective upon the Closing, AGA, AGA-USA, Seller and each other AGA Subsidiary hereby releases and forever discharges each Purchaser Indemnitee from and against all claims, demands, damages, debts, liabilities, obligations, costs, expenses, actions and causes of action of any nature whatsoever, whether known or unknown, whether suspected or unsuspected, whether arising under statute, strict liability, negligence or fraud or otherwise (including those relating to CERCLA or other Environmental Laws), that AGA, AGA-USA, Seller and each other AGA Subsidiary now has, has or will have ever had at the Closing Date or shall or may hereafter have against after the respective Releasees Closing Date to the extent arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted afterCompany Shares, the Closing Date; providedGCGC Interests, howeverthe JV Entities or their respective certificates of incorporation or by-laws (or equivalent governing documents) or the JV Agreement, that nothing contained herein shall operate to release the JV Assets, the Mine or the business or operations of any obligations of Buyer JV Entity, other than any matter under (i) this Agreement and the other Transaction Documents (and each other agreement or SFX arising under instrument expressly contemplated by this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing other Transaction Document to be commencedentered into by Purchaser, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders parties hereto or any of their Affiliates against such respective subsidiaries), (ii) any Contract listed or described in Schedule 1.05(b), (iii) any Contract to which any third party is a party and (iv) any other Contract that this Agreement or any other Transaction Document expressly contemplates will survive the Closing Date. (c) It is the intention of any claims or other matters purported to be released pursuant to the parties that the releases in this Section 8.129.09 shall be effective as general releases.

Releases. (a) Each Signing Stockholder acknowledges that Section 5.1 Effective immediately upon and subject to the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this AgreementINSW Transaction Closing, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing StockholderCSM, on behalf of such Signing Stockholder itself and each of such Signing Stockholder's Affiliates, hereby releases its Affiliates and forever discharges the Buyer and SFX, and each of their respective individual, joint or mutual, past, present Representatives and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, equityholders and their respective successors and assigns (collectively, "the “CSM Releasors”), hereby irrevocably and unconditionally waives, relinquishes, releases and forever discharges DSSI and each of its past, present or future Affiliates, such Affiliates’ equityholders and their respective Representatives, successors and assigns, including Newco (collectively, the “DSSI Releasees") ”), from and against any and all actions, causes of actions, suits, claims, demands, proceedings, causes of actiondamages, awardsdebts, decisionsaccounts, injunctionscovenants, contracts, judgments, orders, rulings, subpoenas, verdictscomplaints, obligations, contractscosts, agreementslosses, debts expenses, entitlements, demands, liabilities and liabilities any and all other claims and rights of any kind and nature whatsoever, whether known or unknown, currently existing or arising in the future, at law or in equity, whether foreseen or unforeseen, suspected or unsuspected, both at law and in equityexisting or inchoate, which each of the Signing Stockholders contingent or any of their respective Affiliates accrued, asserted or unasserted (collectively, “Claims”), that such CSM Releasors ever had, now has, have ever had or may hereafter in the future have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out any DSSI Releasee, in each case, by reason of any matter, cause or event thing whatsoever occurring contemporaneously with or existing prior to the Closing Datetime of the end of the INSW Transaction Closing. CSM covenants and agrees not to, and shall cause each of the other CSM Releasors not to, assert any such Claim against any of the DSSI Releasees. Notwithstanding the foregoing provisions of this Section 5.1, such waiver, relinquishment, release and discharge shall not apply to any Claims arising under the express terms of (i) this Agreement (including, but not limited tofor the avoidance of doubt, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted afterof the CSM Releasors under the terms of the Subject Agreements that accrue before the Transition Completion), the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Voting Agreement or any Closing Documents the DDA Termination Agreement or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12.

Releases. (a) Each Signing Stockholder acknowledges that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement7.1 Corixa, Xxxxxxx, Michigan and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing StockholderGSK, for good themselves and valuable considerationtheir agents, the receipt successors, assigns, employees, representatives and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreementattorneys, hereby agrees as follows: (i) Each Signing Stockholderrelease and discharge Biogen Idec and its respective present or former officers, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, hereby releases and forever discharges the Buyer and SFX, and each of their respective individual, joint or mutual, past, present and future directors, officersstockholders, employees, agents, consultantsAFFILIATES, advisorspartners, representativespredecessors, stockholderssuccessors, controlling personsheirs, subsidiariesexecutors, successors assigns and assigns (collectively, "Releasees") attorneys from any and all claims, demands, proceedingsactions, rights, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdictsdebts, obligations, contractscosts, agreementsexpenses, debts attorneys’ fees, damages, and liabilities whatsoever, of any kind or nature or character whatsoever whether known or unknown, suspected or unsuspected, both at law and in equityactual or potential, absolute or contingent, pending or anticipated, which each relate to any and all allegations or claims of the Signing Stockholders or infringement of any patents of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously THE XXXXXXXX PATENT FAMILY and THE XXXX PATENT FAMILY with or respect to any acts committed prior to the Closing Date EFFECTIVE DATE of this AGREEMENT, any and all claims that were or on account could have been made in THE LAWSUITS, any and all claims which arise out of or arising out of are connected to any matter, cause occurrence or event occurring contemporaneously with conduct alleged or referred in THE LAWSUITS which occurred prior to the Closing DateEFFECTIVE DATE of this AGREEMENT, includingand any and all claims which arise out of or are connected to the filing, but not limited toprosecution, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations defense of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actsTHE LAWSUITS. (ii) Each Signing Stockholder 7.2 Biogen Idec, for itself and its agents, successors, assigns, employees, representatives and attorneys, hereby irrevocably covenants to refrain fromreleases and discharges Corixa, directly Xxxxxxx, Michigan and GSK and their respective present or indirectlyformer officers, asserting directors, stockholders, employees, agents, AFFILIATES, partners, predecessors, successors, heirs, executors, assigns and attorneys from any claim or demandand all claims, or commencingdemands, instituting or causing to be commencedactions, any proceeding rights, causes of action, debts, obligations, costs, expenses, attorneys’ fees, damages, and liabilities of any kind or nature or character whatsoever whether known or unknown, suspected or unsuspected, actual or potential, absolute or contingent, pending or anticipated, which relate to any and all allegations and claims of infringement of any patents of THE NEORX PATENT FAMILY with respect to any acts committed prior to the EFFECTIVE DATE of this AGREEMENT, any and all claims that were or could have been made in THE LAWSUITS, any and all claims which arise out of or are connected to any occurrence or conduct alleged or referred in THE LAWSUITS which occurred prior to the EFFECTIVE DATE of this AGREEMENT, and any and all claims which arise out of or are connected to the filing, prosecution, and defense of THE LAWSUITS. 7.3 It is specifically understood that this AGREEMENT may be pleaded as a full and complete defense to, and may be used as a basis for an injunction against any Releaseeaction, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releaseesuit, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to proceeding, which may be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly frominstituted, prosecuted, or attempted in connection with, any assertion by or on behalf breach of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12AGREEMENT.

Releases. (a) Each Signing Stockholder acknowledges that In consideration of the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreementmutual promises contained herein, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholdereach Party, for good itself and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and for each of such Signing Stockholder's its Affiliates, hereby generally, irrevocably, unconditionally and completely releases and forever discharges the Buyer and SFXother Party, such other Party’s Affiliates, and each of its and their respective individualofficers, joint or mutual, past, present and future directors, officersstockholders, agents, employees, agentsheirs, consultantsadministrators, advisorsexecutors, representatives, stockholders, controlling persons, subsidiariespredecessors, successors and assigns (collectivelyhereinafter, "Releasees"the “Released Parties”) from, and hereby irrevocably, unconditionally and completely waives and relinquishes, each of such Party’s Released Claims. The Parties acknowledge they are aware that they may hereafter discover facts in addition to or different from any those now known or believed to be true with respect to the subject matter of this release, but that it is their intention to hereby fully, finally and forever settle and release all such claims, demandsdisputes and differences, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both that now exist or heretofore have existed between the parties and that in furtherance of such intention, this release shall remain in effect as a full and complete release notwithstanding the discovery or existence of any such additional or different facts. The term “Released Claims,” when used herein with respect to a Party, shall mean and include each and every claim, charge, complaint, demand, action, cause of action, suit, right, debt, sum of money, cost, reckoning, covenant, contract, agreement, promise, doing, omission, damage, execution, obligation, liability, and expense (including attorneys’ fees and costs), of every kind and nature, whether at law and or in equity, which each of that such Party may have had in the Signing Stockholders or any of their respective Affiliates past, may now has, have ever had or may hereafter have in the future against the respective Releasees arising contemporaneously with Released Parties, and which has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any circumstance, agreement, activity, action, omission, event or matter occurring or existing on or prior to the Closing Amendment Effective Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights extent such claim relates to indemnification or reimbursement from SFX arises under the License Agreement or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing DateOption Agreement; provided, however, that nothing contained herein the Released Claims shall operate exclude any and all rights to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demandseek and obtain enforcement of, or commencing, instituting a remedy or causing to be commencedindemnification arising out of the breach of, any proceeding of any kind against any Releasee, based upon any matter purported to be released herebyobligation provided for in the License Agreement (as amended by this Amendment) occurring after the Amendment Effective Date. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12.

Releases. (a) Each Signing Stockholder acknowledges that Subject to the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to terms and conditions of this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholdereffective upon the entry of both Joint Stipulated Orders of Dismissal Without Prejudice attached as Exhibit A, each of Endo, TPU, and Teikoku Seiyaku, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholderitself, on behalf of such Signing Stockholder and (ii) each of such Signing Stockholder's Affiliatesits respective Affiliates and (iii) the predecessors, hereby releases successors and forever discharges the Buyer and SFXassigns of Endo, TPU, and/or Teikoku Seiyaku and each of their respective individual, joint or mutual, past, present and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns Affiliates (collectively, "the “Endo/Teikoku Releasors”), hereby fully, finally, and forever releases and discharges (A) Xxxxxx, (B) its Affiliates, and (C) the predecessors, successors, assigns, customers, consumers, distributors, manufacturers, and importers of Xxxxxx and its Affiliates (collectively, the “Xxxxxx Releasees"”) from any and all claims, demandscauses of action, proceedingssuits, liabilities, damages, judgments, costs, expenses, losses, or other obligations whatsoever, known or unknown, asserted or unasserted, suspected or unsuspected, xxxxxx or inchoate, in law or equity, from the beginning of the world to the Effective Date, arising from or relating to the claims, counterclaims and defenses brought in the Litigation, the filing and prosecution of the Litigation, the submission to the FDA of any patent for listing in the FDA’s Orange Book or any Citizen’s Petition or amendment thereto, or the filing of Xxxxxx’x XXXX seeking approval of Xxxxxx’x Generic Product, including without limitation any antitrust or unfair competition claims (collectively, “Released Claims”), except with respect to the representations, agreements, rights, and obligations of the Parties under this Agreement. (b) Subject to the terms and conditions of this Agreement, and effective upon the entry of both Joint Stipulated Orders of Dismissal Without Prejudice attached as Exhibit A, Xxxxxx, for (i) itself, (ii) each of its Affiliates, and (iii) the predecessors, successors, and assigns of itself and its Affiliates (collectively, the “Xxxxxx Releasors” and, collectively with the Endo/Teikoku Releasors, the “Releasors”), fully, finally, and forever hereby releases and discharges (A) Endo/Teikoku, (B) their Affiliates, and (C) the predecessors, successors, and assigns of Endo/Teikoku and each of their Affiliates (collectively, the “Endo/Teikoku Releasees” and, together with the Xxxxxx Releasees, the “Releasees”) from any and all claims, causes of action, awardssuits, decisionsliabilities, injunctionsdamages, judgments, orderscosts, rulingsexpenses, subpoenaslosses, verdicts, or other obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, both at xxxxxx or inchoate, in law and in or equity, which each from the beginning of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior world to the Closing Date Effective Date, arising from or on account of or arising out of any matterrelating to Released Claims, cause or event occurring contemporaneously except with or prior respect to the Closing Daterepresentations, includingagreements, but not limited torights, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising the Parties under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actsAgreement. (iic) Each Signing Stockholder hereby irrevocably covenants It is the intention of each Releasor to refrain fromfully, directly finally, and forever release all Releasees from all Released Claims. The releases contained in this Section 7 will be and remain in effect notwithstanding the discovery subsequent to the Effective Date of any presently existing fact, and further, mistakes of fact or indirectlylaw will not constitute grounds for modification, asserting any claim or demandavoidance, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released herebyrescission. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12.

Releases. (a) Each Signing Stockholder acknowledges that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency Effective as of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholderthe Closing (with respect to the Initial Assets and the Transferred Subsidiaries), (ii) the Delayed Closing (with respect to the Initial Purchased Assets transferring at the Delayed Closing) and (iii) the applicable Later Closing (with respect to the applicable Later Purchased Assets), in each such case Parent, for itself and on behalf of such Signing Stockholder and each of such Signing Stockholder's its Affiliates, successors, heirs and executors (each, a “Parent Releasor”), hereby releases irrevocably, knowingly and voluntarily releases, discharges and forever discharges the Buyer waives and SFX, and each of their respective individual, joint or mutual, past, present and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectively, "Releasees") from any and relinquishes all claims, demands, proceedingsactions, causes of action, awardssuits, decisions, injunctionsdamages, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts claims and liabilities whatsoeverdemands of whatever kind or nature, whether known or unknown, suspected which any Parent Releasor has, may have, or unsuspectedmight have or may assert now or in the future, both at law against the Assets or the Transferred Subsidiaries and its successors, assigns, heirs, executors, officers, directors and employees (in equityeach case in their capacity as such) (each, a “Parent Releasee”), arising out of or resulting from any transaction, event, circumstance, action, failure to act, or occurrence of any sort or type, whether known or unknown, which each of the Signing Stockholders occurred, existed, was taken, permitted, or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or begun prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously (with or prior respect to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise Initial Assets and whether or not relating to claims pending on, or asserted afterthe Transferred Subsidiaries), the Delayed Closing Date(with respect to the Initial Purchased Assets transferring at the Delayed Closing) or the applicable Later Closing (with respect to the applicable Later Purchased Assets); provided, however, that nothing contained herein in this Section 11.18(a) shall operate to release any release, waive, discharge or otherwise affect the rights or obligations of Buyer or SFX any party arising under or resulting from this Agreement or any Closing Documents Ancillary Agreement, or proximately caused by Buyer's or SFX's willfulany commercial agreement entered into in the ordinary course of the business of a party. Parent shall, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants and shall cause each Parent Releasor, to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any legal proceeding of any kind against any Releasee, Parent Releasee based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 11.18(a). (b) Effective as of the Closing, each Transferred Subsidiary, for itself and on behalf of its Affiliates, successors, heirs and executors (Beach, a “Buyer Releasor”), hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all actions, causes of action, suits, damages, judgments, claims and demands of whatever kind or nature, whether known or unknown, which any Buyer Releasor has, may have, or might have or may assert now or in the future, against Parent or its Affiliates and their respective successors, assigns, heirs, executors, officers, directors and employees (in each case in their capacity as such) (each, a “Buyer Releasee”), arising out of or resulting from any transaction, event, circumstance, action, failure to act, or occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the assertion by Closing; provided, however, that nothing contained in this Section 11.18(b) shall release, waive, discharge or otherwise affect the rights or obligations of any third party arising under or resulting from this Agreement or any Ancillary Agreement, or any commercial agreement entered into in the ordinary course of the business of a party. Each Transferred Subsidiary shall, and shall cause each Buyer Releasor, as applicable, to refrain from, directly or indirectly, asserting any claim or demand demand, or commencing, instituting or causing to be commenced, any legal proceeding of any kind against any Buyer Releasee which claim or demand arises directly or indirectly from, or in connection with, based upon any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be matter released pursuant to this Section 8.1211.18(b).

Releases. (a) Each Signing Stockholder acknowledges that the agreements set forth For and in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreementconsideration hereof, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, the Receiver as to the GA Parties, New York Article 75 GA and intending NEWCO, and the GA Parties, New York Article 75 GA and NEWCO as to be legally boundthe Receiver, in order to induce Buyer the maximum extent permitted by law, except with respect to purchase the Purchased Assets pursuant to obligations created by, acknowledged or arising out of this AgreementAgreement and the other Definitive Agreements, do hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder generally release and each of such Signing Stockholder's Affiliates, hereby releases absolutely and forever discharges the Buyer and SFXdischarge each other, and each all of their respective individualpartners, joint or mutualventurers, pastconsultants, present representatives, agents, attorneys and future advisors, including their directors, officers, employeesemployees and shareholders, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectively, "Releasees") from any and all claims, liabilities, debts, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdictsdamages, obligations, contractscosts, agreementsexpenses, debts liens, actions and liabilities whatsoever, causes of action of every kind and nature whatsoever whether known or unknown, suspected or unsuspectednot, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matterand in connection with the receivership and rehabilitation of ELNY, cause or event occurring contemporaneously with or prior the negotiation of this Agreement and the other Definitive Agreements, up to and including the Closing Date, includingand all contracts in force related thereto. The GA Parties, but not limited tothe New York Article 75 GA and NEWCO (together, the “releasing parties”) hereby generally release and absolutely and forever discharge the Receiver and ELNY and their respective consultants, representatives, agents, attorneys and advisors from any rights to indemnification and all claims, liabilities, debts, demands, damages, obligations, costs, expenses, liens, actions and causes of action of every kind and nature whatsoever whether known or reimbursement unknown, suspected or not, for all periods from SFX or Buyerand including the Closing Date and forever thereafter, whether pursuant to contract or otherwise and whether or not relating to claims pending oncosts and expenses incurred by the releasing parties and their shareholders, members or asserted afterowners, in connection with, and all payments, liabilities, obligations arising under, the Closing Datetransactions contemplated by this Agreement, the other Definitive Agreements and all contracts in force (including NEWCO Liabilities) related thereto; provided, however, that nothing contained herein this release shall operate not apply to any distributions to NEWCO under Sections 4.8 and 6.2.3. For the avoidance of doubt and not in limitation, the release in the previous sentence applies to so-called “subrogation” claims and any other claims which arise from statute, common law or any other source by reason of the use of funds of entities other than ELNY to pay, fund or satisfy any obligations of Buyer ELNY or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willfulNEWCO, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demandbut such release does not apply to, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of impact, the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates liability of any claim persons other than ELNY or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12Receiver.

Releases. (a) Each Signing Stockholder acknowledges that The Ramius Group hereby agrees for the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase benefit of the Purchased Assets pursuant to this AgreementCompany, and that Buyer is relying on this Section 8.12 in consummating each controlling person, officer, director, stockholder, agent, Affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and successor, past and present, of the Company (the Company and each such purchase. (bperson being a “Company Released Person”) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing StockholderThe Ramius Group, on behalf of such Signing Stockholder for themselves and each of such Signing Stockholder's Affiliatesfor their members, officers, directors, assigns, agents and successors, past and present, hereby releases agrees and confirms that, effective from and after the date of this Agreement, they hereby acknowledge full and complete satisfaction of, and covenant not to xxx, and forever discharges fully release and discharge each Company Released Person of, and hold each Company Released Person harmless from, any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, attorneys’ fees, expenses, suits, losses and causes of action of any nature whatsoever, whether known or unknown, suspected or unsuspected (collectively, “Claims”) that the Buyer Ramius Group may have against the Company Released Persons, in each case with respect to events occurring prior to the date of the execution of this Agreement. (ii) The Ramius Group understands and SFXagrees that the Claims released by the Ramius Group above include not only those Claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Claims as described above. The Ramius Group understands that they may hereafter discover facts different from or in addition to what they now believe to be true, which if known, could have materially affected this release of Claims, but they nevertheless waive any claims or rights based on different or additional facts. (b) The Ramius Group agrees that, during the term of the Agreement, (i) no member of the Ramius Group shall, without the consent of the Company, instigate, solicit, assist, intervene in, or otherwise voluntarily participate in any litigation or arbitration in which the Company or any of its officers or directors are named as parties; provided that the foregoing shall not prevent any member of the Ramius Group from responding to a validly issued legal process and (ii) the Ramius Group agrees to give the Company at least five (5) business days notice of the receipt of any legal process requesting information regarding the Company or any of its officers or directors, to the extent that such notice is legally permissible. (c) The Company hereby agrees for the benefit of the Ramius Group, and each of their respective individualcontrolling person, joint or mutualofficer, pastdirector, present stockholder, agent, Affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and future directorssuccessor, past and present, thereof, as well as each Ramius Director (the Ramius Group and each such person being a “Stockholder Released Person”) as follows: (i) The Company, for itself and for its Affiliates, officers, employeesdirectors, agentsassigns, consultantsagents and successors, advisorspast and present, representativeshereby agrees and confirms that, stockholderseffective from and after the date of this Agreement, controlling personsit hereby acknowledges full and complete satisfaction of, subsidiariesand covenants not to xxx, successors and assigns (collectivelyforever fully releases and discharges each Stockholder Released Person of, "Releasees") from and holds each Stockholder Released Person harmless from, any and all claims, demands, proceedings, causes Claims of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities any nature whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of that the Signing Stockholders or any of their respective Affiliates now has, have ever had or Company may hereafter have against the respective Releasees arising contemporaneously Stockholder Released Persons, in each case with or respect to events occurring prior to the Closing Date or on account date of or arising out the execution of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actsAgreement. (ii) Each Signing Stockholder hereby irrevocably covenants The Company understands and agrees that the Claims released by the Company above include not only those Claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Claims as described above. The Company understands that it may hereafter discover facts different from or in addition to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing what it now believes to be commencedtrue, which if known, could have materially affected this release of Claims, but it nevertheless waives any proceeding of any kind against any Releasee, claims or rights based upon any matter purported to be released herebyon different or additional facts. (iiid) Without The Parties intend that the foregoing release be broad with respect to the matter released, provided, however, this release of Claims shall not include claims to enforce the terms of this Agreement; and provided further that nothing in the foregoing release shall be deemed or construed, now or hereafter, as limiting in any way limiting manner any right of indemnification inuring to the benefit of any director or former director of the rights and remedies otherwise available to any ReleaseeCompany arising under the Certificate of Incorporation, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) the Bylaws or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12otherwise.

Releases. (a) Each Signing Stockholder acknowledges 3.1 This Agreement settles in full any Claims or causes of action that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase Merck Party and BioMarin Parties, on the Purchased Assets pursuant to this Agreementone hand, and that Buyer is relying the Par Parties, on this Section 8.12 in consummating such purchasethe other hand, have against the other relating to the New Jersey Litigation, the Licensed Patents, the Par ANDA Products, and/or the Par ANDAs. (b) Each Signing Stockholder3.2 In consideration of the mutual execution of this Agreement and upon the terms and subject to the conditions of this Agreement and the Dismissal Orders, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing StockholderBioMarin, on behalf of such Signing Stockholder the BioMarin Parties, and the Merck Party, hereby fully, finally and irrevocably release, acquit and forever discharge the Par Parties and their customers, importers, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. manufacturers, distributors, licensors, suppliers, insurers and each of such Signing Stockholder's Affiliatestheir predecessors and successors from any and all Claims that the BioMarin Parties or the Merck Party have, may have had, might have asserted, may now have or assert, or may hereafter have or assert that are reasonably related to the New Jersey Litigation. Notwithstanding anything in the foregoing to the contrary, the release in this Section 3.2 will not apply to any claims that arise from or relate to any breach of any representation, warranty, obligation, or other term or condition of this Agreement. 3.3 In consideration of the mutual execution of this Agreement and upon the terms and subject to the conditions of this Agreement and the Dismissal Orders, Par, on behalf of the Par Parties, hereby releases fully, finally and irrevocably releases, acquits and forever discharges the Buyer BioMarin Parties, the Merck Party, and SFXtheir respective customers, importers, manufacturers, distributors, licensors, suppliers, insurers and each of their respective individual, joint or mutual, past, present predecessors and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectively, "Releasees") from any and all claimsClaims that the Par Parties have, demandsmay have had, proceedingsmight have asserted, causes of actionmay now have or assert, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior assert that are reasonably related to the Closing Date New Jersey Litigation. Notwithstanding anything in the foregoing to the contrary, the release in this Section 3.3 will not apply to any claims that arise from or on account of or arising out relate to any breach of any matterrepresentation, cause or event occurring contemporaneously with or prior to the Closing Datewarranty, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending onobligation, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations other term or condition of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actsAgreement. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12.

Releases. (a) Each Signing Stockholder acknowledges that In consideration of the agreements set forth in this Section 8.12 are a condition Purchase Price paid to Sellers on the Closing Date and effective on the Closing Date, Sellers release and forever discharge each Acquired Company, Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable considerationMerger Sub, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, hereby releases and forever discharges the Buyer and SFX, SPAC and each of their respective individual, joint or mutual, past, present and future directors, officers, employeesrepresentatives, agents, consultants, advisors, representativesAffiliates, stockholders, controlling persons, subsidiaries, successors and assigns (individually, a “Releasee” and collectively, "“Releasees"”) from any and all claims, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates that Sellers now hashave, have ever had or may hereafter have against the respective Releasees to the extent relating to the Acquired Companies and/or the Business and arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing DateClosing; provided, however, that nothing contained herein shall in this Section 9.9 will operate to release any obligations of Buyer or SFX claims against the Releasees: (i) arising under this Agreement Agreement, any ancillary documents referenced in this Agreement, or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. the Transaction; (ii) Each Signing Stockholder hereby irrevocably covenants with respect to refrain fromcurrent claims for salaries, directly wages or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding benefits accrued but not paid as of any kind against any Releasee, based upon any matter purported to be released hereby. the Closing Date; (iii) Without in any way limiting any of the rights and remedies otherwise available relating to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or other matter in connection with any relationship of a Seller with each Acquired Company, the SPAC or Buyer (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party respective Affiliates) from and after the Closing; (iv) in the case of each Acquired Company, to indemnify any Seller for serving as an officer, director, manager, agent or employee of any claims Acquired Company, or any of their respective Affiliates, providing services on behalf of any Acquired Company, or any of their respective Affiliates, or serving as a trustee or fiduciary of any Welfare Plan, to the extent such right to indemnification exists as a matter of Law or by contract (including, without limitation, pursuant to any organizational or other matters purported governing documents of any Acquired Company (or any of their respective Affiliates)) existing prior to the Closing Date; (v) for any acts of Fraud on the part of Buyer, Merger Sub or SPAC; or (vi) to the extent such claim cannot be released pursuant to this Section 8.12as a matter of Law.

Releases. (a) Each Signing Stockholder acknowledges that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this AgreementParent, on its own and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, hereby releases and forever discharges the Buyer and SFX, and each of their respective individual, joint or mutual, past, present and future its directors, officers, employeesstockholders, agents, consultantsemployees and the respective successors and assigns of each of the foregoing (collectively, advisorsthe "Parent Releasors") agrees to release and does hereby release, acquit and forever discharge each Stockholder, and their respective heirs, legal representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectively, the "S&D Releasees") from from, and extinguishes, any and all claims, demands, proceedingsdebts, damages, costs, losses, expenses, commissions, actions, causes of action, awardsrights, decisionsliabilities, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts obligations and liabilities whatsoever, whether known choses in action of whatever nature or unknown, suspected or unsuspected, both at law and in equity, type which each any of the Signing Stockholders Parent Releasors have, or may have, or which have been, or could have been, or in the future otherwise might have been asserted in connection with actions or inactions of the S&D Releasees, or any of their respective Affiliates now hasthem, have ever had or may hereafter have against the respective Releasees arising contemporaneously with occurring on or prior to the Closing Date date hereof, except that in no event shall this paragraph operate to release any of the S&D Releasees from any claims or on account liability resulting from a breach of or arising out the representations, warranties, covenants and agreements of any matterS&D Releasee contained in this Agreement. (b) Each Stockholder, cause on its own and on behalf of its respective heirs, legal representatives, successors and assigns (collectively, the "S&D Releasors"), agrees to release and does hereby release, acquit and forever discharge Parent and its directors, officers, stockholders, agents, attorneys, employees and the respective successors and assigns of each of the foregoing (collectively, the "Parent Releasees"), from, and extinguishes, any and all claims, demands, debts, damages, costs, losses, expenses, commissions, actions, causes of action, rights, liabilities, obligations and choses in action of whatever nature or event type which any of the S&D Releasors have, or may have, or which have been, or could have been, or in the future otherwise might have been asserted in connection with actions or inactions of the Parent Releasees, or any of them, occurring contemporaneously with on or prior to the Closing Datedate hereof, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, except that nothing contained herein in no event shall this paragraph operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee Parent Releasees from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to liability resulting from a breach of the representations, warranties, covenants and agreements of any Parent Releasee contained in this Section 8.12Agreement.

Releases. (a) Each Signing Stockholder acknowledges that Except for obligations arising under this Agreement or any of the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this AgreementTransaction Documents, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing StockholderUSWS, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliatesitself, hereby releases and forever discharges the Buyer and SFXits Subsidiaries, and each of their respective individualofficers, joint or mutual, past, present and future directors, officersmanagers, employees, agentsAffiliates, consultantssuccessors, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectively, "Releasees"the “USWS Release Group Members” and individually a “USWS Release Group Member”), hereby fully, forever, irrevocably and unconditionally releases and discharges SSI, each of its Subsidiaries, and each of their respective officers, directors, managers, employees, Affiliates, successors, and assigns (collectively, the “SSI Released Parties” and individually a “SSI Released Party”) of and from any and all claimsClaims, demandsincluding but not limited to those arising from or related to the Litigation or the Final Judgment, proceedingsthat any USWS Release Group Member ever had, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had has or may hereafter have or acquire, against any SSI Released Party for or by reason of any cause, matter or thing whatsoever, from the respective Releasees arising contemporaneously with or prior beginning of the world to the Closing Date date hereof (collectively, the “USWS Released Claims). (b) Except for obligations arising under this Agreement or any of the Transaction Documents, USWI, on account behalf of or arising out itself, its Subsidiaries, and each of their respective officers, directors, managers, employees, Affiliates, successors, and assigns (collectively, the “USWI Release Group Members” and individually a “USWI Release Group Member”), hereby fully, forever, irrevocably and unconditionally releases and discharges each SSI Released Party of and from any matterand all Claims, cause or event occurring contemporaneously with or prior to the Closing Date, including, including but not limited toto those arising from or related to the Litigation or the Final Judgment, that any rights USWI Release Group Member ever had, now has or may hereafter have or acquire, against any SSI Released Party for or by reason of any cause, matter or thing whatsoever, from the beginning of the world to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted afterthe date hereof (collectively, the Closing Date“USWI Released Claims”). (c) Except for obligations arising under this Agreement or any of the Transaction Documents, and subject to the provisos in this Section 2.02(c), SSI, on behalf of itself, its Subsidiaries, and each of their respective officers, directors, managers, employees, Affiliates, successors, and assigns (collectively, the “SSI Release Group Members” and individually a “SSI Release Group Member”), hereby fully, forever, irrevocably and unconditionally releases and discharges USWS, USWI, each of their respective Subsidiaries, and each of their respective officers, directors, managers, employees, Affiliates, successors, and assigns (collectively, the “USW Released Parties” and individually a “USW Released Party”) of and from any and all Claims, including but not limited to those arising from or related to the Litigation or the Final Judgment, that any SSI Release Group Member ever had, now has or may hereafter have or acquire, against any USW Released Party for or by reason of any cause, matter or thing whatsoever, from the beginning of the world to the date hereof (collectively, the “SSI Released Claims”); provided, however, that nothing contained herein the release set forth in this Section 2.02(c) shall operate to release any obligations of Buyer not become effective or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any enforceable until 91 days after SSI’s receipt of the rights and remedies otherwise available to any ReleaseePayment, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf provided that as of such Signing Stockholder or any time (i.e., within 91 days after SSI’s receipt of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (BPayment) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly fromneither USWS, or in connection withUSWI, any assertion by or on behalf of the Signing Stockholders or nor any of their Affiliates against respective Subsidiaries has become the subject of a Bankruptcy Case, but provided further, that in the event of an Involuntary Bankruptcy Case within such third party of 91-day period, such release shall not become effective or enforceable unless and until such Involuntary Bankruptcy Case is dismissed (along with any claims or other matters purported to be released pursuant to this Section 8.12adversary proceedings commenced thereunder) within 90 days after the involuntary petition date thereof.

Releases. (a) Each Signing Stockholder acknowledges that member of the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase Ardsley Group hereby agrees for the Purchased Assets pursuant to this Agreementbenefit of the Company, and that Buyer is relying on this Section 8.12 in consummating each controlling person, officer, director, stockholder, agent, Affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and successor, past and present, of the Company (the Company and each such purchase. (bperson, a “Company Released Person”) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholdermember of the Ardsley Group, on behalf for itself or himself and for its or his members, officers, directors, assigns, agents and successors, past and present, hereby agrees and confirms that, effective from and after the date of such Signing Stockholder this Agreement, hereby acknowledges full and complete satisfaction of, and covenants not to xxx, and forever fully releases and discharges each Company Released Person of, and holds each Company Released Person harmless from, any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, attorneys’ fees, expenses, suits, losses and causes of action of any nature whatsoever, whether known or unknown, suspected or unsuspected (collectively, “Claims”) that the Ardsley Group or any member or members thereof may have against the Company Released Persons, in each case with respect to events occurring prior to the date of the execution of this Agreement. (ii) Each member of the Ardsley Group understands and agrees that the Claims released by the Ardsley Group and each of its members above include not only those Claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Claims as described above. Each member of the Ardsley Group understands and agrees that it or he may hereafter discover facts different from or in addition to what it or he now believes to be true, which if known, could have materially affected this release of Claims, but each member nevertheless waives any claims or rights based on different or additional facts. (iii) Each member of the Ardsley Group agrees that, during the term of the Agreement, (A) it or he shall not, without the consent of the Company, instigate, solicit, assist, intervene in, or otherwise voluntarily participate in any litigation or arbitration in which the Company or any of Company Released Persons are named as parties with respect to events occurring prior to the date of execution of this Agreement; provided, however, the foregoing shall not (x) include any litigation or arbitration arising out of or related to any obligations under, or breach of, this Agreement, and does not extend to any acts which are criminal, or (y) prevent any member of the Ardsley Group from responding to a validly issued legal process; and (B) the Ardsley Group agrees to give the Company at least five (5) business day notice of the receipt of any legal process requesting information regarding the Company or any of the Company Released Persons, to the extent that such Signing Stockholder's Affiliatesnotice is legally permissible. Notwithstanding the foregoing, the Ardsley Group shall not be prohibited from receiving proceeds in any class action lawsuit initiated by a person unaffiliated with the Ardsley Group on the same basis as the Company’s other non-initiating stockholders within such class. (iv) The Company agrees that, during the term of the Agreement, (A) it shall not, without the consent of the Ardsley Group, instigate, solicit, assist, intervene in, or otherwise voluntarily participate in any litigation or arbitration in which any member of the Ardsley Group is named as a party with respect to events occurring prior to the date of execution of this Agreement; provided, however, the foregoing shall not (x) include any litigation or arbitration arising out of or related to any obligations under, or breach of, this Agreement, and does not extend to any acts which are criminal, or (y) prevent the Company from responding to a validly issued legal process; and (B) the Company agrees to give the Ardsley Group at least five (5) business day notice of the receipt of any legal process requesting information regarding any member of the Ardsley Group, to the extent that such notice is legally permissible. (b) The Company hereby releases and forever discharges agrees for the Buyer and SFXbenefit of the Ardsley Group, each member thereof, and each controlling person, officer, director, stockholder, agent, Affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and successor, past and present, thereof, (the Ardsley Group, each member of their respective individualthe Ardsley Group and each such other person, joint or mutualan “Ardsley Released Person”) as follows: (i) The Company, past, present for itself and future directorsfor its Affiliates, officers, employeesdirectors, agentsassigns, consultantsagents and successors, advisorspast and present, representativeshereby agrees and confirms that, stockholderseffective from and after the date of this Agreement, controlling personsit hereby acknowledges full and complete satisfaction of, subsidiariesand covenants not to xxx, successors and assigns (collectivelyforever fully releases and discharges each Ardsley Released Person of, "Releasees") from and holds each Ardsley Released Person harmless from, any and all claims, demands, proceedings, causes Claims of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities any nature whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of that the Signing Stockholders or any of their respective Affiliates now has, have ever had or Company may hereafter have against the respective Releasees arising contemporaneously Ardsley Released Persons, in each case with or respect to events occurring prior to the Closing Date date of the execution of this Agreement. (ii) The Company understands and agrees that the Claims released by the Company above include not only those Claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Claims as described above. The Company understands that it may hereafter discover facts different from or in addition to what it now believes to be true, which if known, could have materially affected this release of Claims, but it nevertheless waives any claims or rights based on account of different or arising out of any matter, cause or event occurring contemporaneously additional facts. (c) The Parties intend that the foregoing release be broad with or prior respect to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Datematters released; provided, however, this release of Claims shall not include claims to enforce the terms of this Agreement; and provided further that nothing contained herein in the foregoing release shall operate be deemed or construed, now or hereafter, as limiting in any manner any right of indemnification inuring to release the benefit of any obligations director or former director of Buyer or SFX the Company arising under this Agreement the Company’s Charter, By-Laws or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actsotherwise. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12.

Releases. (a) Each Signing Stockholder acknowledges that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying The Circle Receiver on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency behalf of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder himself and each of such Signing Stockholder's Affiliateshis successors and assigns and (ii) Circle Trust and each of its subsidiaries, trusts, and their respective successors and assigns (collectively, the “Circle Releasors”), hereby irrevocably releases and forever discharges (A) the Buyer and SFX, Northshore Receiver and each of his affiliates, partners, and his and their respective individualsuccessors and assigns, joint and (B) each of Northshore Asset Management, LLC (“NSAM”), NSCT, LLC (“NSCT”), Xxxxxxxx Capital Management, L.P. (“SCM”), Ardent Research Partners, L.P. (“Ardent L.P.”), Ardent Research Partners, Ltd. (“Ardent Ltd.”) and each other affiliate of NSAM that is an entity or mutualfund for which the Northshore Receiver has been appointed and remains the receiver as of the date hereof (collectively, pastthe “Northshore Entities”), present and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, their respective subsidiaries, successors and assigns (collectively, "the “Northshore Releasees") ”), from any and all claims, proceedings, rights, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligationsremedies, contracts, agreements, debts debts, liabilities, orders, obligations and liabilities causes of action whatsoever, whether known or unknown, suspected or unsuspected, both at law and or in equityequity or otherwise, which each of the Signing Stockholders Circle Receiver or any of their respective Affiliates the other Circle Releasors now has, have ever had or may hereafter have against the respective Northshore Receiver and/or the other Northshore Releasees or any of them due to, arising contemporaneously with from, or in connection with, any action, matter, thing or omission occurring or existing on or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Datedate hereof, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyerclaims, whether pursuant to contract or otherwise proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and whether or not causes of action under, relating to claims pending onor arising from (x) the Promissory Note, dated June 23, 2004, in the principal amount of $1,028,000, payable by NSCT to Circle Trust and (y) the Stock Purchase Agreement, dated as of June 18, 2004, by and among NSCT, Capital Investments Management, Ltd. and Circle Trust and any agreement, instrument or asserted aftercertificate relating thereto or delivered in connection therewith. Notwithstanding anything contained in this Section 7(a) to the contrary, the Closing Date; providedCircle Receiver shall retain and not release or discharge (x) any claims, howeverproceedings, that nothing contained herein shall operate to release any rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of Buyer or SFX action whatsoever, (i) arising under or to enforce this Agreement or (ii) against any Closing Documents officer, director, member, partner or proximately caused employee of the Northshore Entities (excluding the Northshore Receiver or any of his partners, employees, officers or other representatives) or (y) any right to defend against or dispute any claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action whatsoever not released by Buyer's the Northshore Receiver under Section 7(b). Other than the right to enforce this Agreement, the Circle Receiver agrees he will have no claims in the case (the “Receivership Proceedings”) captioned Securities and Exchange Commission v. Northshore Asset Management, LLC, et al., Case No. 05-CV-2192 (RO), pending in the District Court. The Circle Receiver acknowledges and agrees that all claims filed by the Circle Receiver on behalf of Circle Trust and himself in the Receivership Proceedings have been withdrawn and disallowed in their entirety with prejudice and expunged from the schedule or SFX's willful, fraudulent or grossly negligent actsregister of filed claims in the Receivership Proceedings. (b) The Northshore Receiver on behalf of (i) himself and each of his successors and assigns and (ii) Each Signing Stockholder the Northshore Entities and each of their respective subsidiaries, successors and assigns (collectively, the “Northshore Releasors”) hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights releases and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with forever discharges (A) the assertion by or on behalf Circle Receiver and each of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 his successors and assigns and (B) Circle Trust and each of its subsidiaries, and each of their respective successors and assigns (collectively, the assertion by “Circle Releasees”), from any third party and all claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action whatsoever, whether known or unknown, suspected or unsuspected, at law or in equity or otherwise, which the Northshore Receiver or any claim of the other Northshore Releasors now has, ever had or demand may hereafter have against the Circle Receiver and/or the other Circle Releasees or any Releasee which claim or demand arises directly or indirectly of them, due to, arising from, or in connection with, any assertion action, matter, thing or omission occurring or existing on or prior to the date hereof. Notwithstanding anything contained in this Section 7(b) to the contrary, the Northshore Receiver and the other Northshore Entities shall retain and not release or discharge (x) any claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action whatsoever arising out of or related to (i) the Northshore Receiver’s claim for the return of $9 million of investor funds transferred by NSAM or an affiliate thereof to Circle Trust on behalf or about August 27, 2004, (ii) the common stock of Circle Trust owned by one or more Northshore Releasors, (iii) the Supplemental Motion for Approval of the Signing Stockholders Settlement Regarding Claims of the United States Department of Labor, Trust Advisors Stable Value Plus Fund and Northshore SEC Receiver, dated August 29, 2006, filed in the case captioned Xxxx X. Xxxxx, Banking Commissioner v. Circle Trust Company (Docket No. CV-05-4017063 S) pending in the Superior Court, Judicial District of Hartford, Connecticut (the “Connecticut Court”) and the related order issued by the Connecticut Court (collectively, the “Supplemental Circle Settlement”) or (iv) this Agreement (or any right to enforce the same) or (y) any right to defend against or dispute any claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action whatsoever not released by the Circle Receiver under Section 7(a). The Northshore Receiver acknowledges that he has agreed to amend the proof of claim (the “Ardent Claim”) filed on or about April 14, 2006 in Circle Trust’s receivership proceeding by the Northshore Receiver as Receiver for Ardent L.P. and Ardent Ltd., solely to eliminate any claims related to (i) NSAM’s transfer of the Subject Securities to Circle Trust and (ii) the Northshore Entities’ contribution of $3.9 million to Circle Trust in August and September, 2004 in satisfaction of the Connecticut Department of Banking’s request that the Northshore Entities adequately capitalize Circle Trust. The Northshore Receiver acknowledges and agrees the claim evidenced by the claim filed on or about April 14, 2006 in Circle Trust’s receivership proceedings by the Northshore Receiver as Receiver for NSAM, shall be withdrawn and disallowed in its entirety with prejudice and expunged from the schedule or register of filed claims or interests in such proceedings. Notwithstanding anything contained herein to the contrary, (i) this Section 7(b) shall have no effect on (x) the proof of claim or interest (the “NSCT Claim”) filed on or about April 14, 2006 in Circle Trust’s receivership proceeding by the Northshore Receiver as Receiver for NSCT or (y) the Ardent Claim, to the extent that such claim relates to Northshore’s (or its affiliates’) transfer of $9,000,000 to Circle Trust (the “Remaining Ardent Claim”) or (z) the Supplemental Circle Settlement, and (ii) the NSCT Claim, the Remaining Ardent Claim and the Supplemental Circle Settlement shall survive this Agreement in all respects and neither the Northshore Receiver or any of their Affiliates against such third party of the Northshore Entities releases, discharges or waives any rights, claims or other matters purported to be released pursuant to this Section 8.12causes of action with respect thereto. Xxx Xxxxxx Receiver specifically acknowledges that the Supplemental Circle Settlement is effective and binding on him and the Circle Releasees.

Releases. (a) Each Signing Stockholder Partner acknowledges that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing StockholderPartner, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing StockholderPartner, on behalf of such Signing Stockholder Partner and each of such Signing StockholderPartner's Affiliates, hereby releases and forever discharges the Buyer and SFX, and each of their respective individual, joint or mutual, past, present and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectively, "Releasees") from any and all claims, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders Partners or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder Partner hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder Partner shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder Partner or any of such Signing StockholderPartner's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders Partners or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12.

Releases. (a) Each Signing Stockholder acknowledges that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this AgreementXxxxxxxxx and his respective heirs, personal representatives, successors, assigns and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholderall others claiming through or under them, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bounddoes hereby release, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreementacquit, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, hereby releases and forever discharges the Buyer discharge Company Releasees (as defined below) and SFX, and each of their respective individual, joint or mutual, past, present and future directorsformer employees, officers, employeesdirectors, members, managers, shareholders, agents, consultants, advisors, counselor representatives, stockholders, controlling persons, subsidiaries, and its successors and assigns (collectively, "the “Company Releasees") ”), and each of them, of and from any and all obligations, claims, debts, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligationscovenants, contracts, promises, agreements, debts and liabilities liabilities, controversies, costs, expenses, attorneys’ fees, actions or causes of action of any nature whatsoever, in law or in equity, whether known or unknown, suspected foreseen or unsuspectedunforeseen, both at accrued or not accrued, direct or indirect, which the Xxxxxxx ever had, now have, or can, shall or may have, up to the Effective Date, against the Company Releasees, or any of them, either alone or in combination with others. (b) Company behalf of itself and its respective successors and assigns and all others claiming through or under them, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby release, acquit, and forever discharge the Xxxxxxxxx and his respective heirs, personal representatives, successors, assigns (collectively, the “Xxxxxxxxx Releasees”), and each of them, of and from any and all obligations, claims, debts, demands, covenants, contracts, promises, agreements, liabilities, controversies, costs, expenses, attorneys’ fees, actions or causes of action of any nature whatsoever, in law and or in equity, whether known or unknown, foreseen or unforeseen, accrued or not accrued, direct or indirect, which each of the Signing Stockholders Company ever had, now have, or can, shall or may have, up to the Effective Date, against the Xxxxxxxxx Releasees, or any of their respective Affiliates now hasthem, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from either alone or in connection combination with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12others.

Releases. (a) Each Signing Stockholder acknowledges that The Ramius Group hereby agrees for the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreementbenefit of Actel, and that Buyer is relying on this Section 8.12 in consummating each controlling person, officer, director, shareholder, agent, affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and successor, past and present, of Actel (Actel and each such purchase. (bperson being an “Actel Released Person”) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing StockholderThe Ramius Group, on behalf of such Signing Stockholder for themselves and each of such Signing Stockholder's Affiliatesfor their members, officers, directors, assigns, agents and successors, past and present, hereby releases agrees and confirms that, effective from and after the date of this Agreement, they hereby acknowledge full and complete satisfaction of, and covenant not to xxx, and forever discharges fully release and discharge each Actel Released Person of, and hold each Actel Released Person harmless from, any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, attorneys’ fees, expenses, suits, losses and causes of action of any nature whatsoever, whether known or unknown, suspected or unsuspected (collectively, “Claims”) that the Buyer Ramius Group may have against the Actel Released Persons, in each case with respect to events occurring prior to the date of the execution of this Agreement. (ii) The Ramius Group understands and SFXagree that the Claims released by the Ranuus Group above include not only those Claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Claims as described above. The Rarnius Group understands that they may hereafter discover facts different from or in addition to what they now believe to be true, which if known, could have materially affected this release of Claims, but they nevertheless waive any claims or rights based on different or additional facts. (b) The Ramius Group agrees that so long as any 2009 Settlement Director is a member of the Board, (i) no member of the Ramius Group shall, without the consent of Actel, instigate, solicit, assist, intervene in, or otherwise voluntarily participate in any litigation or arbitration in which Actel or any of its officers or directors are named as parties; provided that the foregoing shall not prevent any member of the Ramius Group from responding to a validly issued legal process and (ii) the Ramius Group agrees to give Actel at least five (5) business days notice of the receipt of any legal process requesting information regarding Actel or any of its officers or directors, to the extent that such notice is legally permissible. (c) Actel hereby agrees for the benefit of the Ramius Group, and each of their respective individualcontrolling person, joint or mutualofficer, pastdirector, present stockholder, agent, affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and future directorssuccessor, past and present, thereof, as well as each 2009 Settlement Director (the Ramius Group and each such person being a “Shareholder Released Person”) as follows: (i) Actel, for itself and for its affiliates, officers, employeesdirectors, agentsassigns, consultantsagents and successors, advisorspast and present, representativeshereby agrees and confirms that, stockholderseffective from and after the date of this Agreement, controlling personsit hereby acknowledges full and complete satisfaction of, subsidiariesand covenants not to xxx, successors and assigns (collectivelyforever fully releases and discharges each Shareholder Released Person of, "Releasees") from and holds each Shareholder Released Person harmless from, any and all claims, demands, proceedings, causes Claims of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities any nature whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or that Actel may hereafter have against the respective Releasees arising contemporaneously Shareholder Released Persons, in each case with or respect to events occurring prior to the Closing Date or on account date of or arising out the execution of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actsAgreement. (ii) Each Signing Stockholder hereby irrevocably covenants Actel understand and agree that the Claims released by Actel above include not only those Claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Claims as described above. Actel understands that it may hereafter discover facts different from or in addition to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing what it now believes to be commencedtrue, which if known, could have materially affected this release of Claims, but it nevertheless waives any proceeding of any kind against any Releasee, claims or rights based upon any matter purported to be released herebyon different or additional facts. (iiid) Without The Parties do hereby expressly waive and relinquish all rights and benefits afforded by California Civil Code Section 1542, and do so understanding and acknowledging the significance and consequences of such specific waiver of California Civil Code Section 1542. The Parties acknowledge and understand that they are being represented in this matter by counsel of their own choice, and acknowledge that they are familiar with the provisions of California Civil Code Section 1542, which provides as follows: Thus, notwithstanding these provisions of law, the Parties expressly acknowledge and agree that this Section 9 is also intended to include in its effect, without limitation, all such claims which they do not know or suspect to exist at the time of the execution of this Agreement, and that this Agreement contemplates the extinguishment of those claims. (e) The Parties intend that the foregoing release be broad with respect to the matter released, provided, however, this release of Claims shall not include claims to enforce the terms of this Agreement; and provided further that nothing in the foregoing release shall be deemed or construed, now or hereafter, as limiting in any way limiting manner any right of indemnification inuring to the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates benefit of any claim director or other matter purported to be released pursuant to this Section 8.12 and (B) former director of Actel arising under the assertion by any third party of any claim Restated Articles, the Bylaws or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12otherwise.

Releases. (a) Each Signing Stockholder acknowledges that Upon Court approval of this agreement, in consideration of the agreements promises of the Filing Entities set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholderstrictly conditioned thereupon, for good and valuable consideration, each of the receipt and sufficiency of which is hereby acknowledgedExecutives, and intending to be legally boundtheir successors-in-interest and assigns, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreementdoes hereby forever, hereby agrees as follows: (i) Each Signing Stockholderfully, on behalf of such Signing Stockholder and completely release, acquit and discharge each of such Signing Stockholder's Affiliates, hereby releases the Filing Entities and forever discharges the Buyer and SFX, and each of its/their respective individual, joint or mutual, past, present and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectivelyof and from all, "Releasees") from any and all manner of, claims, demandsactions, proceedings, and causes of action, awardssuits, decisions, injunctions, judgments, orders, rulings, subpoenas, verdictsdebts, obligations, promises, expenses, bills, liens, liabilities, dues, accounts, bonds, covenants, contracts, agreements, debts costs, judgments, claims and liabilities demands whatsoever, in law or in equity, or otherwise, whether known or unknown, suspected accrued or unsuspectedunaccrued, both at which one or more of the Executives, ever had, now has, or can, shall or may in the future have against any of the Filing Entities and its/their successors and assigns. The release set forth in this paragraph specifically excludes (a) the obligations of the Filing Entities under this Agreement and (b) any obligation of any of the Filing Entities to provide indemnification to one or more of the Executives under any agreement or applicable law. (b) Upon Court approval of this agreement, in consideration of the promises of the Executives set forth in this Agreement, and strictly conditioned thereupon, each of the Filing Entities and its successors-in-interest and assigns, does hereby forever, fully, and completely release, acquit and discharge each of the Executives and his/their successors and assigns of and from all, and all manner of, claims, actions, and causes of action, suits, debts, obligations, promises, expenses, bills, liens, liabilities, dues, accounts, bonds, covenants, contracts, agreements, costs, judgments, claims and demands whatsoever, in law and or in equity, or otherwise, whether known or unknown, accrued or unaccrued, which each any of the Signing Stockholders or any of their respective Affiliates Filing Entities ever had, now has, have ever had or can, shall or may hereafter in the future have against one or both of the respective Releasees arising contemporaneously with or prior to Executives and/or his/their successors and assigns. The release set forth in this paragraph specifically (a) excludes the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising the Executives under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (Bb) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12causes of action based upon fraud, willful misconduct or obligations for money borrowed or advanced.

Releases. Each Loan Party hereby acknowledges and agrees that: (ai) Each Signing Stockholder acknowledges neither it nor any of its Subsidiaries has any claim or cause of action against the Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents in their capacities for the Agent or any Lender) in connection with the Loan Documents and (ii) the Agent and each Lender have heretofore properly performed and satisfied in a timely manner all of their obligations to the Loan Parties and their Subsidiaries under the Loan and Security Agreement and the other Loan Documents that are required to have been performed on or prior to the date hereof. Notwithstanding the foregoing, the Agent and the Lenders wish (and the Loan Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Agent’s and the Lenders’ rights, interests, security and/or remedies under the Loan and Security Agreement and the other Loan Documents. Accordingly, for and in consideration of the agreements set forth contained in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, Amendment and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for other good and valuable consideration, each Loan Party (for itself and its Subsidiaries and the receipt successors, assigns, heirs and sufficiency representatives of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliatesthe foregoing) (collectively, the “Releasors”) does hereby releases fully, finally, unconditionally and irrevocably release and forever discharges discharge the Buyer and SFXAgent, each Lender and each of their respective individual, joint or mutual, past, present and future directorsAffiliates, officers, directors, employees, agentsattorneys, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors consultants and assigns agents in their capacities as Agent or any Lender (collectively, "Releasees"the “Released Parties”) from any and all debts, claims, obligations, damages, costs, attorneys’ fees, suits, demands, proceedingsliabilities, actions, proceedings and causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoeverin each case, whether known or unknown, suspected contingent or unsuspectedfixed, both at direct or indirect, and of whatever nature or description, and whether in law and or in equity, under contract, tort, statute or otherwise, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever Releasor has heretofore had or now or hereafter can, shall or may hereafter have against the respective Releasees arising contemporaneously with any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done on or prior to the Closing Amendment Effective Date or on account of or arising out of any matterof, cause or event occurring contemporaneously connected with or prior related in any way to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted afterthis Amendment, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Loan and Security Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demandother Loan Document, or commencingany act, instituting event or causing to be commencedtransaction related or attendant thereto, or the agreements of the Agent or any proceeding Lender contained therein, or the possession, use, operation or control of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to assets of any ReleaseeLoan Party, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all lossor the making of any Loans or other advances, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf management of such Signing Stockholder Loans or any of such Signing Stockholder's Affiliates of any claim advances or other matter purported the Collateral prior to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12Amendment Effective Date.

Releases. (a) Each Signing Stockholder acknowledges that In consideration for the agreements set forth in this Section 8.12 are a condition promises made by the Parties and the payments to Buyer's obligation to purchase be made by the Purchased Assets Employers pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending Parties agree to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as followsfollowing releases: (ia) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, The Executive hereby releases and forever discharges the Buyer Employers and SFXany parent, subsidiary, affiliate or other entity related to the Employers, as well as its or their predecessors, successors and each of their respective individualassigns, joint or mutualshareholders, directors, officers, agents, representatives and employees, past, present and future directorsfuture, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors individually and assigns (collectively, "Releasees") from any and all claims, demands, proceedings, causes of actionactions or liabilities which the Executive ever had or now has, awardsor which his heirs, decisionsexecutors or administrators hereafter can, injunctionsshall or may have upon or by reason of any matter, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities cause or thing whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of or in any matterway connected with his employment with, cause or event occurring contemporaneously with or prior to and/or termination of employment from the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing DateEmployers; provided, however, that nothing contained herein shall operate in any way prohibit the Executive from enforcing the terms of this Agreement. Without limiting the foregoing, this release applies to release any obligations right which the Executive has or may have to commence or maintain a charge or action alleging discrimination under any federal, state or local statute or order, including Title VII of Buyer the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended and the Employee Retirement Income Security Act of 1974, as amended and any right the Executive has or SFX arising under this Agreement may have to commence or maintain a claim or action alleging wrongful termination, breach of contract, commission of tort, or any Closing Documents combination thereof, whether based in law or proximately caused in equity. The Executive agrees not to make, assert or maintain any charge, claim, demand or action which would be covered by Buyerthis release. In addition, the Executive represents that no incident has occurred during his employment with the Employers that could form the basis for any claim by the Executive against the Employers under the so-called Worker's or SFX's willful, fraudulent or grossly negligent actsCompensation Laws of any jurisdiction. (iib) Each Signing Stockholder The Employers individually, and the Employers on behalf of any parent, subsidiary, affiliate or other entity related to the Employers, as well as its or their predecessors, successors and assigns, shareholders (other than shareholders of SFAC), directors (in their capacity as directors of SFAC and SFC), officers, agents, representatives and employees, past, present and future, hereby irrevocably covenants to refrain fromrelease and forever discharge the Executive, directly his heirs, executors, administrators, agents and assigns, individually and collectively, from any and all claims, demands, causes of action or indirectlyliabilities, asserting any claim or demandwhich the Employers ever had, or commencingnow have, instituting or causing to be commencedwhich their successors and assigns can, any proceeding shall or may have upon or by reason of any kind against any Releaseematter, based upon any matter purported to be released hereby. (iii) Without cause or thing whatsoever, whether known or unknown, arising out of or in any way limiting connected with the Executive's employment with, and/or termination of employment from the Employers, other than any possible violation by the Executive of Sections 5, 6 or 7 of the rights and remedies otherwise available Employment Agreement, provided, however, that nothing herein shall in any way prohibit SFC from enforcing the terms of this Agreement. The Employers agree not to make, assert or maintain any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liabilitycharge, claim, damage (including incidental and consequential damages) demand or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion action which would be covered by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12release.

Releases. (a) Each Signing Stockholder acknowledges that Subject to and in consideration of the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase by Buyer of the Purchased Assets Units pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholdereffective as of the Closing, for good and valuable consideration, each member of the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to Company executing this Agreement, hereby agrees as follows: (i) Each Signing Stockholderincluding Sxxxxxxx and Sxxxxxxx-SM, on behalf of such Signing Stockholder for itself and each of such Signing Stockholder's Affiliatesits Related Persons, hereby releases and forever discharges Buyer, the Buyer Company and SFX, the Company’s Subsidiaries and each of their respective individual, joint or mutual, past, present and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiariesRepresentatives, successors and assigns (individually a “Releasee” and collectively, "the “Releasees"”) from any and all claims, demands, proceedings, Actions or causes of actionaction (including those arising out of or in any way related to any federal, awardsstate or local law applicable to the Pre-Closing Merger or prohibiting discrimination on the basis of age, decisionsrace, injunctionscolor, judgmentsreligion, ordersdisability, rulingssex, subpoenasnational origin, verdictscitizenship or other protected classification, including, without limitation, claims under Title VII, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act, and the Americans With Disabilities Act), Orders, obligations, rights of indemnification, contribution or subrogation, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspectedby statute, both at law and in equity, equity (the “Released Claims”) which each of the Signing Stockholders such member or any of their respective Affiliates its Related Persons now has, have has ever had or may hereafter have against the respective Releasees (i) arising contemporaneously with or prior to the Closing Date or (ii) on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Dateand, includingin either case, but not limited torelated to the ownership of the Units, service as an officer or director of the Company or any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted afterSubsidiary of the Company, the Closing DateCompany Business or the affairs of the Company or any Subsidiary of the Company, including all such Released Claims arising under or in connection with any financing, guaranty or other financial accommodation (and all subrogation rights that may arise in the future on account thereof), investment, advance, loan, lease, provision of goods or services, Contract (including any certificate of incorporation, bylaws or other organizational documents) or other undertaking or transaction entered into with or on behalf of the Company or any Subsidiary of the Company by any of the Seller Parties; provided, however, that nothing contained herein shall operate to release any obligations obligation (i) of Buyer Buyer, the Company and any Subsidiary or SFX the Company arising under pursuant to this Agreement or any Closing Documents document executed and delivered pursuant to this Agreement, or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) pursuant to any employment arrangement for events arising on or after the Closing or for accrued salary and benefits earned through the Closing. Each Signing Stockholder of the undersigned members of the Company acknowledges that it or its Related Persons may hereafter discover claims or facts in addition to or different from those which it now knows or believes to exist with respect to the subject matter of this release and which, if known or suspected at the time of executing this release, may have materially affected its willingness to enter into this release. Nevertheless, each such member hereby irrevocably covenants to refrain fromwaives, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commencedfor itself and its Related Persons, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liabilityright, claim, damage (including incidental and consequential damages) or expense (including costs cause of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf action that might arise as a result of such Signing Stockholder different or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any additional claims or other matters purported to be released pursuant to this Section 8.12facts.

Releases. (a) Each Signing Stockholder acknowledges that As of the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable considerationClosing, the receipt Buyer and sufficiency its respective Subsidiaries (including, as of which is hereby acknowledgedimmediately following the Closing, and intending to be legally boundthe Acquired Group Companies) (each, in order to induce a “Releasing Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's AffiliatesPerson”), hereby releases and forever discharges the Buyer and SFX, Seller and each of their its respective individualAffiliates, joint successors, assigns, former, current or mutual, past, present and future directors, officers, employees, agents, consultants, advisors, representatives, direct or indirect stockholders, equity holders, controlling personspersons (solely in their capacity as a direct or indirect equityholder of the Acquired Companies) (each, subsidiaries, successors and assigns (collectively, "Releasees"a “Released Seller Person”) from all debts, demands, causes of action, suits, covenants, torts, damages and any and all claims, demandsdefenses, proceedings, causes of action, awards, decisions, injunctionsoffsets, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts demands and liabilities Liabilities whatsoever, whether known or unknown, suspected or unsuspectedof every name and nature, both at law and in equity, which each known or unknown, accrued or unaccrued, that have been or could have been asserted against any Released Seller Person, that any Releasing Buyer Person has or ever had, that arises out of or in any way relates to events, circumstances or actions occurring, existing or taken prior to or as of the Signing Stockholders or any date of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account this Agreement in respect of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not matters relating to claims pending on, or asserted after, their equity ownership of the Closing DateAcquired Companies; provided, however, that nothing contained herein the Parties acknowledge and agree that this Section 8.14(a) does not apply to and shall operate not constitute a release of (i) any rights or obligations to release any obligations of Buyer or SFX the extent arising under this Agreement or any Closing Documents of the Ancillary Agreements or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts(ii) claims of Fraud. (iib) Each Signing Stockholder As of the Closing, the Seller, on behalf of itself and its Subsidiaries (excluding, as of immediately following the Closing, the Acquired Companies) (each, a Releasing Seller Person”) hereby irrevocably covenants to refrain fromreleases and forever discharges Buyer, directly the Acquired Group Companies and each of their respective Affiliates, successors, assigns, former, current or indirectlyfuture direct or indirect stockholders, asserting equity holders, controlling persons, portfolio companies, directors, officers, employees, incorporators, managers, members, trustees, general or limited partners, agents, attorneys or other Representatives (in each case, solely in their capacities as such) (each, a “Released Buyer Person”) from all debts, demands, causes of action, suits, covenants, torts, damages and any claim and all claims, defenses, offsets, judgments, demands and Liabilities whatsoever, of every name and nature, both at law and in equity, known or demandunknown, accrued or commencingunaccrued, instituting that have been or causing to be commenced, any proceeding of any kind could have been asserted against any ReleaseeReleased Buyer Person, based upon any matter purported to be released hereby. (iii) Without that Seller has or ever had, that arises out of or in any way limiting relates to events, circumstances or actions occurring, existing or taken prior to or as of the date of this Agreement in respect of matters relating to the Acquired Companies; provided, however, that the Parties acknowledge and agree that this Section 8.14(b) does not apply to and shall not constitute a release of (i) any rights or obligations to the extent arising under this Agreement or any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage Ancillary Agreements or (including incidental and consequential damagesii) or expense (including costs claims of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12Fraud.

Releases. (aA) Each Signing Stockholder acknowledges that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, of InvesTools and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing StockholderZiaSun, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder itself and each of such Signing Stockholder's Affiliatesits respective predecessors, successors, executors, administrators, heirs and estates; its past, present and future assigns, agents and representatives; and each entity that it has the power to bind (by act or signature) or over which it directly or indirectly exercises control, including, without limitation, MKZ (each a "ZIASUN RELEASING PARTY"), hereby releases unconditionally and forever completely releases, settles and discharges the Buyer Fund, the Managing Member, the other Members, XxXxxxx Capital, Inc., XxXxxxx Group, Xxxx and SFXMKE, and each of their respective individualsubsidiaries, joint or mutualparents, pastshareholders, present and future directors, officers, employees, agents, consultants, advisors, representativesattorneys, stockholders, controlling persons, subsidiariesagents, successors and assigns (collectively, the "ReleaseesZIASUN RELEASED ENTITIES") from any and all claimsclaims that a ZiaSun Releasing Party ever had, demandsnow has or hereafter may have directly or indirectly by reason of any act, proceedingstransaction, causes obligation, matter, or cause of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with kind occurring on or prior to the Closing Date date hereof, including, without limitation, any and all claims directly or on account of or indirectly a result of, pursuant to, arising out of any matter, cause or event occurring contemporaneously with or prior relating to the Closing DateBreach and the Defaulted Capital Contribution, or any action or inaction by the ZiaSun Released Entities, membership in MKZ, MKZ's membership in the Fund, the transfer of the Interest, any Subsequent Transfer or dealing or transaction between any of the ZiaSun Releasing Parties and the ZiaSun Released Entities, including, but not limited towithout limitation, any rights to indemnification claim for damage or reimbursement from SFX loss (whether incidental, punitive, indirect or Buyerconsequential even if apprised of the possibility of such damage or loss) arising under any theory of contract, whether pursuant to contract tort (including negligence), strict liability or otherwise and otherwise, in each such case whether or not relating to claims pending on, or asserted afternow known (collectively, the Closing Date"ZIASUN RELEASED CLAIMS"); providedPROVIDED, howeverHOWEVER, ZiaSun Released Claims shall not include claims for breach of this Agreement that nothing contained herein shall operate to release any obligations of Buyer or SFX arising the ZiaSun Releasing Parties may have under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actsAgreement. (iiB) Each Signing Stockholder ZiaSun Releasing Party hereby irrevocably agrees that it will not bring any claim, action or suit of any sort based upon, arising out of, or related in any way to the ZiaSun Released Claims and covenants and agrees not to refrain fromassert such claims, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12ZiaSun Released Entities.

Releases. (a) Each Signing Stockholder acknowledges that In consideration of the agreements set forth payment and arrangements in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing StockholderXxxxxx, for good himself and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliateshis heirs, executors, administrators, legal representatives and assigns does hereby releases remise, release and forever discharges the Buyer and SFXdischarge NMC, and each and every of their respective individualthe predecessors, joint or mutualsuccessors, pastparents, present and future subsidiaries, affiliates, assigns, directors, officers, employeesshareholders, agentsemployees or agents of NMC, consultantsboth current and former (hereinafter "the NMC Released Parties"), advisorsof and from every claim, representativesdemand, stockholdersright of action or cause of action whatsoever, controlling persons, subsidiaries, successors and assigns (collectively, "Releasees") from any and all claims, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdictsdebts, obligations, contractscosts (including but not limited to attorney's fees), agreementsexpenses, debts damages, losses and liabilities whatsoever, whether known or unknown, suspected that Xxxxxx ever had, now has, or unsuspectedhereafter may have against the NMC Released Parties arising out of or relating to any matter, both at thing, or event occurring up to and including the date of this agreement, relating to the Contract or to Xxxxxx'x employment by NMC and its subsidiaries, or to his separation or to his status as a director and officer, including claims arising under the Age Discrimination in Employment Act, Pennsylvania Human Relations Act, and any other federal, state or local statute, ordinance, rule, regulation or common-law and principle. Notwithstanding the foregoing, nothing in equitythis section is intended to diminish any right that Xxxxxx may have as a former officer or director under any provisions providing indemnification to Xxxxxx. If, which each of notwithstanding the Signing Stockholders foregoing, Xxxxxx makes any claim against NMC or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously its subsidiaries with or prior respect to the Closing Date matters covered by this paragraph, NMC shall be entitled to forfeit Xxxxxx'x right to any further payment hereunder or under the Contract. (b) In consideration of the payment and arrangements in this Agreement, NMC, for itself and on account behalf of its successors and assigns does hereby remise, release and forever discharge Xxxxxx and his heirs, executors, administrators, legal representatives and assigns (hereinafter "the Xxxxxx Released Parties"), of and from every claim, demand, right of action or arising out cause of any matteraction whatsoever, cause or event occurring contemporaneously with or prior to the Closing Dateand from all debts, includingobligations, costs (including but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), expenses, damages, losses and liabilities whatsoever, whether known or not involving third party claimsunknown, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly fromthat NMC ever had, now has, or in connection withhereafter may have against the Xxxxxx Released Parties arising out of or relating to any matter, thing, or event occurring up to and including the date of this agreement, relating to the Contract or to Xxxxxx'x employment by NMC and its subsidiaries, or to his separation or to his status as a director and officer, including claims arising under any assertion by federal, state or on behalf of the Signing Stockholders local statute, ordinance, rule, regulation or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12common-law principle.

Releases. (a) Each Signing Stockholder acknowledges that Effective as of and subject to the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase occurrence of the Purchased Assets pursuant to this AgreementClosing, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, hereby releases the Identified Bondholders release and forever discharges the Buyer and SFX, and discharge each of J.X. Xxxxxx Partners (23A SBIC), L.P., J.X. Xxxxxx SBIC LLC, Sixty Wall Street SBIC Fund, L.P, J.X. Xxxxxx Capital, L.P., Sixty Wall Street Fund, L.P., their respective individual, joint or mutual, past, present current and future former directors, officers, partners and employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns Axxxxx X. Xxxxxxx (collectively, "Releasees") the “Chase Release Parties”), from any and all claims, demands, proceedingscounterclaims, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdictsdemands, obligations, contractssums of money, contract, agreements, debts and liabilities whatsoeveror damages, whether in law or in equity, that they had, now have, may have, or may have had against them, whether liquidated or unliquidated, known or unknown, suspected matured or unsuspectedunmatured, both at law and in equity, which each relating to or arising out of acts or omissions of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or Chase Release Parties occurring prior to the Closing Date in their capacity as stockholders or on account directors of the Company or arising out directors, officers, partners and employees of any mattersuch Chase Release Parties, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Daterespectively; provided, however, that nothing contained herein such release does not extend to acts of theft or fraud committed by any of the Chase Release Parties against any Purchaser. This Section 4.3(a) is intended for the irrevocable benefit of the Chase Release Parties and shall operate to release any obligations be binding on all successors and assigns of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actseach of the Identified Bondholders. (iib) Each Signing Stockholder hereby irrevocably covenants Effective as of and subject to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any the occurrence of the rights and remedies otherwise available to any ReleaseeClosing, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage of J.X. Xxxxxx Partners (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees23A SBIC), whether or not involving third party claimsL.P., arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 J.X. Xxxxxx Capital, L.P. and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly fromSixty Wall Street Fund, or in connection withL.P., any assertion by or on behalf of the Signing Stockholders Chase Release Parties, release and forever discharge each of the Identified Bondholders from any and all claims, counterclaims, causes of action, demands, obligations, sums of money, contract, agreements, or any damages, whether in law or in equity, that they had, now have, may have, or may have had against them, whether liquidated or unliquidated, known or unknown, matured or unmatured, relating to or arising out of their Affiliates acts or omissions by such Identified Bondholders related to the Company and its subsidiaries and the transactions contemplated by the Exchange Agreement, including the Exchange and the Merger; provided, however, that such release does not and will not extend to acts of theft or fraud committed by the Identified Bondholders against such third party of any claims or other matters purported to be released pursuant to this Section 8.12Chase Release Parties.

Releases. (a) Each Signing Stockholder acknowledges that The Ramius Group hereby agrees for the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreementbenefit of Actel, and that Buyer is relying on this Section 8.12 in consummating each controlling person, officer, director, shareholder, agent, affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and successor, past and present, of Actel (Actel and each such purchase. (bperson being an “Actel Released Person”) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing StockholderThe Ramius Group, on behalf of such Signing Stockholder for themselves and each of such Signing Stockholder's Affiliatesfor their members, officers, directors, assigns, agents and successors, past and present, hereby releases agrees and confirms that, effective from and after the date of this Agreement, they hereby acknowledge full and complete satisfaction of, and covenant not to xxx, and forever discharges fully release and discharge each Actel Released Person of, and hold each Actel Released Person harmless from, any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, attorneys’ fees, expenses, suits, losses and causes of action of any nature whatsoever, whether known or unknown, suspected or unsuspected (collectively, “Claims”) that the Buyer Ramius Group may have against the Actel Released Persons, in each case with respect to events occurring prior to the date of the execution of this Agreement. (ii) The Ramius Group understands and SFXagree that the Claims released by the Ramius Group above include not only those Claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Claims as described above. The Ramius Group understands that they may hereafter discover facts different from or in addition to what they now believe to be true, which if known, could have materially affected this release of Claims, but they nevertheless waive any claims or rights based on different or additional facts. (b) The Ramius Group agrees that so long as any 2009 Settlement Director is a member of the Board, (i) no member of the Ramius Group shall, without the consent of Actel, instigate, solicit, assist, intervene in, or otherwise voluntarily participate in any litigation or arbitration in which Actel or any of its officers or directors are named as parties; provided that the foregoing shall not prevent any member of the Ramius Group from responding to a validly issued legal process and (ii) the Ramius Group agrees to give Actel at least five (5) business days notice of the receipt of any legal process requesting information regarding Actel or any of its officers or directors, to the extent that such notice is legally permissible. (c) Actel hereby agrees for the benefit of the Ramius Group, and each of their respective individualcontrolling person, joint or mutualofficer, pastdirector, present stockholder, agent, affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and future directorssuccessor, past and present, thereof, as well as each 2009 Settlement Director (the Ramius Group and each such person being a “Shareholder Released Person”) as follows: (i) Actel, for itself and for its affiliates, officers, employeesdirectors, agentsassigns, consultantsagents and successors, advisorspast and present, representativeshereby agrees and confirms that, stockholderseffective from and after the date of this Agreement, controlling personsit hereby acknowledges full and complete satisfaction of, subsidiariesand covenants not to xxx, successors and assigns (collectivelyforever fully releases and discharges each Shareholder Released Person of, "Releasees") from and holds each Shareholder Released Person harmless from, any and all claims, demands, proceedings, causes Claims of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities any nature whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or that Actel may hereafter have against the respective Releasees arising contemporaneously Shareholder Released Persons, in each case with or respect to events occurring prior to the Closing Date or on account date of or arising out the execution of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actsAgreement. (ii) Each Signing Stockholder hereby irrevocably covenants Actel understand and agree that the Claims released by Actel above include not only those Claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Claims as described above. Actel understands that it may hereafter discover facts different from or in addition to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing what it now believes to be commencedtrue, which if known, could have materially affected this release of Claims, but it nevertheless waives any proceeding of any kind against any Releasee, claims or rights based upon any matter purported to be released herebyon different or additional facts. (iiid) Without The Parties do hereby expressly waive and relinquish all rights and benefits afforded by California Civil Code Section 1542, and do so understanding and acknowledging the significance and consequences of such specific waiver of California Civil Code Section 1542. The Parties acknowledge and understand that they are being represented in this matter by counsel of their own choice, and acknowledge that they are familiar with the provisions of California Civil Code Section 1542, which provides as follows: Thus, notwithstanding these provisions of law, the Parties expressly acknowledge and agree that this Section 9 is also intended to include in its effect, without limitation, all such claims which they do not know or suspect to exist at the time of the execution of this Agreement, and that this Agreement contemplates the extinguishment of those claims. (e) The Parties intend that the foregoing release be broad with respect to the matter released, provided, however, this release of Claims shall not include claims to enforce the terms of this Agreement; and provided further that nothing in the foregoing release shall be deemed or construed, now or hereafter, as limiting in any way limiting manner any right of indemnification inuring to the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates benefit of any claim director or other matter purported to be released pursuant to this Section 8.12 and (B) former director of Actel arising under the assertion by any third party of any claim Restated Articles, the Bylaws or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12otherwise.

Releases. (a) Each Signing Stockholder acknowledges that of the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder Company and each of such Signing Stockholder's Affiliatesthe Directors, in any capacity, hereby releases fully, forever, irrevocably and forever unconditionally releases, remises and discharges the Buyer Former Director and SFX, and each of their respective individual, joint or mutual, past, present and future directors, officers, employeesFormer Director’s affiliates, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors representatives and assigns advisors (collectively, "Releasees"“Representatives”) from any and all claims, charges, complaints, demands, proceedingsactions, causes of actionaction and suits of every kind and nature, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected which the Company or unsuspectedany Director ever had, both at law and now has or shall in equity, which each of the Signing Stockholders future have against Former Director or any of the Representatives that result from or otherwise relate in any way to Former Director’s service as a director of the Company; provided, that this release shall not extend to (i) any criminal acts, (ii) any stockholder derivative suits (other than stockholder derivative suits brought by a Director in his capacity as a stockholder) and (iii) any rights of the Company under this Agreement. Each of the Company and the Directors hereby represents and warrants to the Former Director that, to the best of its or his knowledge, it or he has not willfully violated any statute, regulation or law. (b) Former Director hereby fully, forever, irrevocably and unconditionally releases, remises and discharges the Company, and each subsidiary or affiliate of the Company and their respective Affiliates current or former officers, directors, stockholders and employees (the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action and suits of every kind and nature, known or unknown, which Former Director ever had, now has, have ever had has or may hereafter shall in the future have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement Released Parties that result from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating relate in any way to claims pending on, or asserted after, Former Director’s service as a Director of the Closing DateCompany; provided, howeverthat this release shall not extend to (i) any criminal acts, (ii) any rights that nothing contained herein shall operate to release Former Director may have under the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and the Company’s Bylaws (the “Bylaws”), (iii) any obligations rights of Buyer or SFX arising Former Director under applicable law, this Agreement or the Indemnification Agreement between the Company and Former Director dated as of [ ] (the “Existing Indemnification Agreement”) and (iv) any Closing Documents claims for indemnification or proximately caused contribution (including by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any way of cross-claim or demandclaim over) that Former Director ever had, now has or commencing, instituting or causing to be commenced, any proceeding of any kind shall in the future have against any Releaseeof the Released Parties arising out of, based upon any matter purported to be released hereby. (iii) Without in connection with or in any way limiting relating to any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage following actions (including incidental and consequential damagesthe “Actions”) or expense (including costs of investigation and defense and reasonable attorney's fees), whether any other actions or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates proceedings of any claim nature filed in the future (whether related or other matter purported unrelated to be released pursuant to this Section 8.12 and the Actions): In re Affiliated Computer Services, Inc. Shareholder Litig., Civ. Action No. 2821-VCL (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly fromDel. Ch. Ct.); Xxxxxxx x. Xxxxxx, or in connection withet al., any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12Civ. Action No.

Releases. (a) Each Signing Stockholder acknowledges that Effective as of the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this AgreementClosing, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholdereach Sherpa Holder, on behalf of such Signing Stockholder himself and each of such Signing Stockholder's his Affiliates, hereby releases and forever discharges the Buyer and SFX, and each of their respective individual, joint or mutual, past, present and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectively, "Releasees"the “Releasing Parties”), hereby generally releases, remises and forever discharges the Company and its successors and permitted assigns, and the current and former officers, employees, directors, shareholders, and representatives thereof (collectively, the “Released Parties”) from and against any and all claims, demands, proceedingsLiens, actions, litigation, Contracts, suits, causes of action, awardsobligations, decisionscontroversies, injunctionsdebts, judgmentscosts, attorneys’ fees, expenses, damages, orders, rulingsrequirements of applicable law, subpoenas, verdicts, obligations, contracts, agreements, debts Losses and liabilities whatsoeverof whatever kind or nature in law, equity or otherwise, whether or not now known or unknownsuspected, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, that have ever had existed or may have existed, or that do exist or that hereafter have against the respective Releasees arising contemporaneously with can, shall or may exist, based on any facts, events or omissions occurring from any time on or prior to the Closing Date or on account execution and delivery of or this Agreement arising out of, caused by or as a result of any matter, cause or event occurring contemporaneously with or prior to rights any Releasing Party may have against the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted afterReleased Parties (collectively, the Closing Date“Released Claims”); provided, however, that nothing contained herein the foregoing release shall operate not apply to release any obligations of Buyer or SFX arising rights any Sherpa Holder may have under this Agreement or any Closing Documents Ancillary Agreement. Each Sherpa Holders hereby represents and warrants to GTY that he has not voluntarily or proximately caused involuntarily assigned, pledged, encumbered or in any manner transferred or conveyed all or any portion of the Released Claims and that no Person other than such party has any interest in any Released Claims by Buyer's applicable law or SFX's willful, fraudulent Contract or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding by virtue of any kind against any Releaseeaction or inaction by such party. Each Sherpa Holder, based upon any matter purported for himself and the other Releasing Parties, hereby covenants and agrees not to be released hereby. (iii) Without in any way limiting sxx any of the Released Parties with regard to any of the Released Claims. Each Sherpa Holders stipulates and agrees that the Sherpa Holders hereby expressly waives and relinquishes to the fullest extent permitted by applicable law any and all provisions, rights and remedies otherwise available benefits conferred by applicable law of any state or territory of the United States, or principle of common law, relating to any Releaseethe preservation of unknown claims, including but not limited to Cal. Civ. Code § 1542 (and all other applicable law, rules and regulations which are similar, comparable, or equivalent to said code section), which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Notwithstanding the above-referenced provision, and for the purpose of implementing a full and complete release and discharge of the Released Parties, each Signing Stockholder shall indemnify Sherpa Holder expressly acknowledges and hold harmless each Releasee from agrees that this Agreement and against this provision is in full accord, satisfaction, and discharge of any and all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any Released Claims and that this Agreement and this provision has been executed with the express intention of such Signing Stockholder's Affiliates effectuating a complete extinguishment of any claim or other matter purported to be released pursuant to this Section 8.12 all known and (B) unknown claims. Each Sherpa Holder hereby acknowledges that the assertion by any third party inclusion of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or “unknown claims” in connection with, any assertion by or on behalf the Released Claims set forth above was separately bargained for and was a key element of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to transactions contemplated by, and the covenants and agreements set forth in, this Section 8.12Agreement.

Releases. (a) Each Signing Stockholder acknowledges that Upon execution of this Agreement and Landlord's receipt of the agreements items set forth in this Section 8.12 are a condition 2 to Buyer's obligation be delivered at the execution, subject only to purchase the Purchased Assets pursuant to this Agreementfurther delivery of $20,000 as provided in Section 2(a), Landlord hereby fully releases and forever discharges GSV, its direct and indirect parents, subsidiaries and affiliates, together with their respective officers, directors, partners, shareholders, employees and agents (collectively, the "GSV Group"), from and against any and all actions, causes of action, lawsuits, liabilities, claims, demands, damages, expenses, loss of compensation, liabilities and obligations of any nature whatsoever, whether known or not known, and whether now existing, that Buyer is relying on this Section 8.12 in consummating it may now or hereafter have or claim to have against the GSV Group or any member thereof, for, upon, or by reason of any matter, event, or cause of any kind, arising out of or related to the Lease, including but not limited to claims of breach of contract, defamation, libel or slander; provided, however, that such purchaserelease and discharge shall not operate with respect to the provisions of the Settlement Documents, or any of them. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency Upon execution of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, GSV hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, hereby fully releases and forever discharges the Buyer Landlord and SFXits direct and indirect parents, subsidiaries and each of affiliates, together with their respective individualofficers, joint or mutual, past, present and future directors, officerspartners, employeesshareholders, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors employees and assigns agents (collectively, the "ReleaseesLandlord Group") from and against any and all actions, causes of action, lawsuits, liabilities, claims, demands, damages, expenses, loss of compensation, liabilities and obligations of any nature whatsoever, whether known or not known, and whether now existing, that it may now or hereafter have or claim to have against the Landlord Group or any member thereof, for, upon, or by reason of any matter, event, or cause of any kind, arising out of or related to the Lease, including but not limited to claims of breach of contract, defamation, libel or slander; provided, however, that such release and discharge shall not operate with respect to the provisions of the Settlement Documents, or any of them. (c) It is expressly agreed that this Agreement is a full and final settlement, release, discharge of and from any and all claims, actions, demands, proceedingsdamages, causes of action, awardsheld or possessed by the Parties, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of related to the rights Lease, subject to the terms and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12conditions hereof.

Releases. (a) Each Signing Stockholder acknowledges that Subject to and effective upon entry of the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase Final Approval Order, the Purchased Assets Class Representative and each and every Settlement Class Member who does not timely and properly exclude themselves from the proposed Settlement Class as required pursuant to this Agreement, Agreement and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholderthe Notice, for good and valuable considerationin consideration of the terms and undertakings herein, the receipt sufficiency and sufficiency fairness of which is hereby are acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder themselves and each of such Signing Stockholder's Affiliatestheir heirs, hereby releases and forever discharges the Buyer and SFXadministrators, and each of their respective individualexecutors, joint or mutualsuccessors, pastassigns, present and future affiliates, parents, subsidiaries, owners, directors, officers, employeesmembers, agentsmanagers, consultantsand agents (collectively the “Releasing Parties”), advisorsDO FULLY, representativesFINALLY, stockholdersAND FOREVER SETTLE, controlling personsRELEASE, subsidiariesAND FOREVER DISCHARGE the Released Parties from the Released Claims and are forever barred and enjoined from asserting any of the Released Claims in any court or forum whatsoever. The provisions of any state, successors federal, municipal, local, or territorial law or statute providing in substance that releases shall not extend to claims, facts, demands, injuries, or damages that are unknown or unsuspected to exist at the time this Agreement is executed and assigns (collectivelyapproved by the trial court, "Releasees") from are hereby expressly, knowingly, and voluntarily waived by the Class Representative. In addition, to the extent applicable, the Class Representative waives the application of Section 1542 of the California Civil Code, which provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY” or any similar provision in any state or federal law. Plaintiff and Defendant agree that through this settlement, Plaintiff, on his individual behalf, will release all presently-existing claims that were raised or could have been raised in this action pursuant to the RFDCPA and TCPA as of the date of execution of this Agreement. Plaintiff and Defendant will memorialize Plaintiff’s release of any other claims in a separate document related to Plaintiff only. a. As used in this Agreement, the term “Unknown Claims” means any and all claimsfacts, demandsclaims and/or Released Claims that the Class Representative and/or any Settlement Class Member does not know or suspect to exist against any of the Released Parties which, proceedingsif known, causes might have affected his or her decision regarding the settlement of actionthe Lawsuit. The Class Representative and Settlement Class Members further acknowledge that they may hereafter discover facts in addition to or different from those that they now know or believe to be true concerning the subject matter of this release, awardsbut nevertheless expressly accept and assume the risk of such possible discovery, decisionsand fully, injunctionsfinally, judgmentsand forever settle and release any and all Released Claims, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equitycontingent or non-contingent, which now exist, may hereafter exist, or heretofore have existed based upon actions or conduct occurring on or before the date of this Agreement, without regard to any subsequent discovery or existence of such different or additional facts concerning each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actsReleased Parties. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12.

Releases. (a) Each Signing Stockholder acknowledges that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to A. Except for Employee’s breach of this Agreement, to the maximum extent permitted by applicable law, Employer and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good Employer’s Releasees RELEASE AND FOREVER DISCHARGE Employee and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, hereby releases and forever discharges the Buyer and SFX, and each of their respective individual, joint or mutual, past, present and future directors, officers, employees, Employee’s agents, consultantsimmediate family members, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectively, "Releasees") from any and all claims, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Dateattorneys, including, but not limited to, Bxxxxxxx Nesthus & Sxxxxxx LLP, employees, representatives, trustees, administrators, fiduciaries, heirs, successors and assigns (Employee and all of the foregoing being hereinafter collectively referred to as the “Employee’s Releasees”), of and from, and does hereby WAIVE any rights to indemnification or reimbursement from SFX or Buyerand all rights, whether pursuant to contract or otherwise contracts, torts, claims, damages, actions, causes of action, and suits, whether or not relating to claims pending onnow known, suspected, or asserted afterclaimed, the Closing Date; providedwhich it ever had, howevernow has or claims, that nothing contained herein shall operate to release any obligations or might hereafter have or claim against Employee’s Releasees, and each of Buyer them, based upon, arising out of, or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain fromrelating to, directly or indirectly, asserting any matter or thing occurring, in whole or in part, from the beginning of the world through the date hereof, including, without limitation, any and all rights, claims, or causes of action which Employer has, had, or may have against Employee’s Releasees, and each of them, relating directly or indirectly to Employee’s employment with Employer and the cessation of this employment as of the date of this Agreement. Further, Employer agrees to fully defend and indemnify Employee as a former officer of BioSante, as required by Illinois law, including, but not limited to, in the event that Employee is named in any claim arising from or demand, relating to Employer’s alleged wrongful taking or commencing, instituting or causing to be commenced, any proceeding use of proprietary material of any kind against third party or arising out of the alleged illegal or tortious conduct of any Releaseeof Employer’s employees or agents, based upon provided that Employer’s obligations to indemnify and defend as described in this Section 6A do not apply to any matter purported illegal or intentionally tortious conduct by Employee that is found not to be released hereby. (iii) Without have arisen within the scope of Employee’s duties or from Employee’s obedience to Employer’s direction. Consistent with the foregoing, if Employee is found to have engaged in any way limiting illegal or intentionally tortious conduct that is found not to have arisen within the scope of Employee’s duties or from obedience to Employer’s direction, Employee shall reimburse Employer for any and all sums expended by Employer to indemnify or defend Employee. Employer REPRESENTS AND WARRANTS that that Employer and/or Employer’s Releasees are the sole owner of all of the claims against Employee released under this Section 6A, and that it has not heretofore assigned or transferred to any person or entity any of the rights matters released under this Section 6A. Except for purposes of enforcement of this Agreement, Employer covenants not to sxx or file any claims against Employee’s Releasees, or any of them, for any of the matters released under this Section 6A. B. Except for Employer’s breach of this Agreement and remedies otherwise available Employer’s obligations to defend and indemnify Employee and as provided in Section 6A, to the maximum extent permitted by applicable law, Employee and Employee’s Releasees RELEASE AND FOREVER DISCHARGE Employer and any Releaseeof its affiliated businesses, each Signing Stockholder shall indemnify partners, and hold harmless each Releasee from joint ventures, and against its/their predecessors, successors, heirs and assigns, and its/their past, present and future directors, shareholders, officers, including, but not limited to, Sxxxxxx Xxxxx, Pxxxxxx Xxxxxxxxx, Lxxx Xxxxxx and Vxxxxx Xxxxxxxxxxx, agents, attorneys, including, but not limited to, Ungaretti & Hxxxxx, employees, representatives, trustees, administrators, and fiduciaries, jointly and severally, in their individual, fiduciary and corporate capacity (Employer and all lossof the foregoing being hereinafter referred to as the “Employer’s Releasees”) of and from, liabilityand does hereby WAIVE, claimany and all rights, damage (including incidental contracts, torts, claims, damages, actions, causes of action, and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees)suits, whether or not involving third party now known, suspected or claimed, which Employee ever had, now has or claims, or might hereafter have or claim against Employer’s Releasees, and each of them, based upon, arising out of, or relating to, directly or indirectly, any matter or thing occurring, in whole or in part, from the beginning of the world through the date hereof, including, without limitation, any and all rights, claims, or causes of action which Employee has, had or may have against Employer’s Releasees, and each of them, relating directly or indirectly to Employee’s employment with Employer and the cessation of this employment as of the date of this Agreement. Without limiting the foregoing terms, this Agreement specifically includes and extinguishes all claims for age discrimination, sex discrimination or discrimination on any other basis; any and all wage claims; breach of contract; wrongful discharge; detrimental reliance; retaliatory discharge; infliction of emotional distress; any other tort; and any and all claims Employee or Employee’s Releasees have arising from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion alleged violation by or on behalf of the Signing Stockholders Released Parties, of any federal, state or local constitution, statute, regulation, ordinance, order, public policy or common law, including, but not limited to, the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Right Act of 1991, the Americans With Disabilities Act 42 U.S.C.§ 1981, and any other similar Illinois law prohibiting employment discrimination. Employee REPRESENTS AND WARRANTS that Employee is the sole owner of all of the claims against Employer released under this Section 6B and that Employee has not heretofore assigned, transferred or reconveyed to any person or entity any of the matters released under this Section 6B. Except for purposes of enforcement of this Agreement, Employee covenants not to sxx or file any claims against Employer’s Releasees, or any of their Affiliates against such third party them, for any of any claims or other the matters purported to be released pursuant to under this Section 8.12.6B.

Releases. (a) Each Signing Stockholder acknowledges that As of the agreements set forth in this Section 8.12 are a condition to Closing, Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, on its own behalf and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliatesthe Buyer Related Parties (each, together with Xxxxx, a “Buyer Releasing Person”), hereby releases and forever discharges each of the Buyer Sellers and SFXtheir respective Affiliates, successors and assigns, and each of their respective individualother Seller Related Party (each, joint or mutual, past, present and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectively, "Releasees"a “Seller Released Person”) from all debts, demands, causes of action, suits, covenants, torts, damages and any and all claims, demandsdefenses, proceedings, causes of action, awards, decisions, injunctionsoffsets, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts demands and liabilities whatsoever, whether known or unknown, suspected or unsuspectedof every name and nature, both at law and in equity, known or unknown, accrued or unaccrued, which have been or could have been asserted against any Seller Released Person, which any Buyer Releasing Person has or ever had, which arises out of or in any way relates to events, circumstances or actions occurring, existing or taken prior to or as of the Closing Date in respect of matters relating to the Company or Blocker. As of the Closing, each of the Signing Stockholders Sellers, on its own behalf and on behalf of such Seller’s Seller Related Parties (each, together with the Sellers, a “Seller Releasing Person”), hereby releases and forever discharges Buyer and its Affiliates, successors and assigns, and each other Buyer Related Party (each, a “Buyer Released Person”) from all debts, demands, causes of action, suits, covenants, torts, damages and any and all claims, defenses, offsets, judgments, demands and liabilities whatsoever, of every name and nature, both at law and in equity, known or unknown, accrued or unaccrued, which have been or could have been asserted against any Buyer Released Person, which any Seller Releasing Person has or ever had, which arises out of their respective Affiliates now hasor in any way relates to events, have ever had circumstances or may hereafter have against the respective Releasees arising contemporaneously with actions occurring, existing or taken prior to or as of the Closing Date in respect of matters relating to the Company or on account of or arising out Blocker. Notwithstanding the foregoing, the parties acknowledge and agree that this Section 10.19 does not apply to and shall not constitute a release of any matter, cause rights or event occurring contemporaneously with or prior obligations to the Closing Date, including, but not limited to, extent arising under any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, provision of this Agreement that survives the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actsin accordance with Section 9.01. (iib) Each Signing Stockholder hereby irrevocably covenants Notwithstanding anything to refrain fromthe contrary contained in this Section 10.19, directly or indirectlythe Buyer Released Persons will remain liable to the Seller Releasing Persons, asserting any claim or demandwith respect to the liabilities and obligations, if any, they may have to the Seller Releasing Persons, (i) pursuant to this Agreement, or commencing, instituting any other agreement or causing document executed or delivered pursuant to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with this Agreement, (Aii) with respect to any Seller Releasing Persons that is or was an employee of the assertion by Company, for any and all matters relating to such person’s employment with the Company, (iii) any rights any Seller Releasing Person may have to indemnification or advancement or reimbursement of expenses under any directors’ liability insurance policy, tail insurance policy or pursuant to the Organizational Documents of Blocker or the Company and (iv) for any claim for Fraud. (c) Notwithstanding anything to the contrary contained in this Section 10.19, the Seller Released Persons will remain liable to the Buyer Releasing Persons, with respect to the liabilities and obligations, if any, they may have to the Buyer Releasing Persons (i) pursuant to this Agreement, or any other agreement or document executed or delivered pursuant to or in connection with this Agreement and (ii) for any claim for Fraud. (x) Xxxxx, on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 itself and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of each Buyer Releasing Person, and the Signing Stockholders Sellers, on behalf of themselves and each Seller Releasing Person, hereby waive any and all rights under Section 1542 of the Civil Code of California, and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction, which states in full (or otherwise in substance) as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Xxxxx, on behalf of itself and on behalf of each Releasing Person, and the Sellers, on behalf of themselves and each Seller Releasing Person, hereby knowingly and willingly waive the provisions of Section 1542 of the Civil Code of California and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction that operates to bar the release of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this release and this Agreement. In particular, Buyer, on behalf of itself and on behalf of each Releasing Person, and the Sellers, on behalf of themselves and each Seller Releasing Person, hereby acknowledge that they have reviewed this release with their Affiliates against such third party respective legal counsel, and understand and acknowledge the significance and consequences of any claims or other matters purported to be released pursuant to the provision of this Section 8.12Section.

Releases. (a) Each Signing Stockholder acknowledges that Effective as of the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this AgreementClosing, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing StockholderParent, for good itself and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's its Affiliates, successors, heirs and executors (each, a “Parent Releasor”), hereby releases irrevocably, knowingly and voluntarily releases, discharges and forever discharges the Buyer waives and SFX, and each of their respective individual, joint or mutual, past, present and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectively, "Releasees") from any and relinquishes all claims, demands, proceedingsactions, causes of action, awardssuits, decisions, injunctionsdamages, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts claims and liabilities whatsoeverdemands of whatever kind or nature, whether known or unknown, suspected which any Parent Releasor has, may have, or unsuspectedmight have or may assert now or in the future, both at law against the Assets or the Transferred Subsidiaries and its successors, assigns, heirs, executors, officers, directors and employees (in equityeach case in their capacity as such) (each, a “Parent Releasee”), arising out of or resulting from any transaction, event, circumstance, action, failure to act, or occurrence of any sort or type, whether known or unknown, which each of the Signing Stockholders occurred, existed, was taken, permitted, or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or begun prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing DateClosing; provided, however, that nothing contained herein in this Section 11.18(a) shall operate to release any release, waive, discharge or otherwise affect the rights or obligations of Buyer or SFX any party arising under or resulting from this Agreement or any Closing Documents Ancillary Agreement, or proximately caused by Buyer's or SFX's willfulany commercial agreement entered into in the ordinary course of the business of a party. Parent shall, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants and shall cause each Parent Releasor, to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any legal proceeding of any kind against any Releasee, Parent Releasee based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 11.18(a). (b) Effective as of the Closing, each Transferred Subsidiary, for itself and on behalf of its Affiliates, successors, heirs and executors (Beach, a “Buyer Releasor,” ), hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all actions, causes of action, suits, damages, judgments, claims and demands of whatever kind or nature, whether known or unknown, which any Buyer Releasor has, may have, or might have or may assert now or in the future, against Parent or its Affiliates and their respective successors, assigns, heirs, executors, officers, directors and employees (in each case in their capacity as such) (each, a “Buyer Releasee”), arising out of or resulting from any transaction, event, circumstance, action, failure to act, or occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the assertion by Closing; provided, however, that nothing contained in this Section 11.18(b) shall release, waive, discharge or otherwise affect the rights or obligations of any third party arising under or resulting from this Agreement or any Ancillary Agreement, or any commercial agreement entered into in the ordinary course of the business of a party. Each Transferred Subsidiary shall, and shall cause each Buyer Releasor, as applicable, to refrain from, directly or indirectly, asserting any claim or demand demand, or commencing, instituting or causing to be commenced, any legal proceeding of any kind against any Buyer Releasee which claim or demand arises directly or indirectly from, or in connection with, based upon any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be matter released pursuant to this Section 8.1211.18(b).

Releases. (a) Each Signing Stockholder acknowledges that Upon the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable considerationClosing, the receipt undersigned hereby fully, finally and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, hereby irrevocably releases and forever discharges the Buyer CLBH, FBNC and SFXall other FBNC Entities, and each of their respective individual, joint or mutual, past, present and future directors, officers, employees, agents, consultants, advisorsattorneys, representatives, stockholdersSubsidiaries, partners, Affiliates, controlling personspersons and insurers, subsidiaries, and their respective successors and assigns assigns, and each of them (hereinafter, individually and collectively, "the “Releasees"”) of and from any and all liabilities, losses, claims, demands, proceedingsdebts, causes of actionaccounts, awardscovenants, decisions, injunctions, judgments, orders, rulings, subpoenas, verdictsagreements, obligations, contractscosts, agreementsexpenses, debts and liabilities whatsoeveractions or causes of action of every nature, whether known character or unknowndescription, suspected now accrued or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matteraccrue, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for (i) compensation for services rendered that have been accrued but not yet paid in the ordinary course of business consistent with past practice or other contract rights relating to claims pending onseverance and employment which have been disclosed to FBNC in connection with the execution of the Merger Agreement, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain fromcontract rights, directly or indirectlyunderwritten loan commitments and written agreements between the undersigned and CLBH, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without certificates of deposit and (iv) any other rights the undersigned has or may have under the Merger Agreement (collectively, subject only to the foregoing exceptions, the “Claims”). The undersigned further irrevocably releases, discharges, and transfers to FBNC, as successor to CLBH, respectively, all claims, actions and interests of the undersigned in any way limiting Intellectual Property of any of the rights and remedies otherwise available to any Releaseenature whatsoever created, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all lossdeveloped, liabilityregistered, claim, damage (including incidental and consequential damages) licensed or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion used by or on behalf of such Signing Stockholder for the undersigned or the CLBH or any of such Signing Stockholder's Affiliates of any claim or other matter purported CLBH Entity (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released pursuant herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12release them.

Releases. (a) Each Signing Stockholder Partner acknowledges that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing StockholderPartner, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing StockholderPartner, on behalf of such Signing Stockholder Partner and each of such Signing StockholderPartner's Affiliates, hereby releases and forever discharges the Buyer and SFX, and each of their respective individual, joint or mutual, past, present and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectively, "Releasees") from any and all claims, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders Partners or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder Partner hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder Partner shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder Partner or any of such Signing StockholderPartner's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the such Signing Stockholders Partner or any of their such Signing Partner's Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12.

Releases. (a) Each Signing Stockholder acknowledges that In consideration of the agreements set forth in execution of this Section 8.12 are a condition to Buyer's obligation to purchase Agreement and the Purchased Assets pursuant to this Agreementpayments described above, Consultant and Xxxxx Xxxxxx, on their own behalf and on behalf of its, his or their successors, heirs, executors, administrators and assigns, and that Buyer is relying on each of them, hereby release the Company (including each of its subsidiaries and affiliates, as well as its and their managers, directors, officers, agents, attorneys, employees, members, stockholders, representatives, assigns, and successors, past and present and each of them (collectively, the “Company Releasees”), from and with respect to any and all complaints, claims, rights, contracts, agreements and actions, known or unknown, which Consultant or Xxxxx Xxxxxx ever had, now have or may have against the Company and/or any of the Company Releasees, including but not limited to any claim for vacation pay while Xxxxx Xxxxxx was employed by the Company, and Consultant and Xxxxx Xxxxxx further release and waive any other claim or cause of action recognized in law or equity which it, he or they had or now have against the Company or any Company Releasees arising out of conduct, acts or omissions of the Company or any Company Releasees occurring prior to the execution date of this Section 8.12 in consummating such purchaseAgreement (collectively the “Released Claims”), except for claims for enforcement of their rights under this Agreement and for any rights, obligations or claims Xxxxx Xxxxxx has against the Company for enforcement of the terms of the Employment Agreement between the Company and Xxxxx Xxxxxx dated December 30, 2003 (the “Employment Agreement”) and the Proprietary Information, Invention and Non-Solicitation Agreement dated May 22, 1995 (the “Proprietary Information Agreement”). (b) Each Signing Stockholder, for good and valuable consideration, In consideration of the receipt and sufficiency execution of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, the Company on its own behalf and on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliatesthe Company Releasees, hereby releases Consultant and forever discharges the Buyer Xxxxx Xxxxxx and SFXtheir heirs, and each of their respective individualexecutors, joint or mutual, past, present and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiariesadministrators, successors and assigns (collectively, "“Employee Releasees"”) from and with respect to any and all complaints, claims, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligationsrights, contracts, agreementsagreements and actions, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspectedwhich the Company ever had, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had has or may hereafter have against the respective Releasees Employee Releasees, and further releases and waives any other claim or cause of action recognized in law or equity which the Company had or now has against the Employee Releasees, arising contemporaneously with out of conduct, acts or omissions of Xxxxx Xxxxxx or any Employee Releasee occurring prior to the Closing Date or on account execution date of or arising out this Agreement except for claims for enforcement of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any Company’s rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement and for any rights, obligations or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind claims the Company has against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any the Employee for enforcement of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf terms of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12Employment Agreement and the Proprietary Information Agreement.

Releases. (a) Each Signing Stockholder acknowledges that Except for the limited liability company operating agreements set forth of each of the Companies in this Section 8.12 are a condition to Buyer's obligation to purchase effect as of the Purchased Assets pursuant to this Agreementdate hereof, Seller will cause all Contracts between and among any of the Companies, on the one hand, and that Buyer is relying Seller or any of its Affiliates (other than one of the Companies), on this Section 8.12 the other hand (the “Intercompany Accounts”), to be settled or otherwise eliminated in consummating their entirety prior to the Closing by the parties thereto in such purchasea manner as Seller will reasonably determine in consultation with Bxxxx, in each case without any further liability to the Companies upon or following the Closing. Seller will cause all Intercompany Accounts to be cancelled, repaid or otherwise eliminated in full prior to or at the Closing, without any further liability to the Seller or Parent upon or following the Closing. (b) Each Signing StockholderEffective as of the Closing, for good Parent and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing StockholderSeller, on behalf of such Signing Stockholder itself and each of such Signing Stockholder's its Affiliates, the officers, directors, employees, investors, shareholders, members or partners of Parent or Seller, agents in their capacity as an agent of Parent or Seller, successors, permitted assigns, the executors or administrators of Parent or Seller (each, a “Seller Releasing Party” and, collectively, the “Seller Releasing Parties”), hereby releases releases, acquits and forever discharges the Companies their respective Subsidiaries, predecessors, successors and permitted assigns (including Buyer and SFXits Affiliates), and each of their respective individual, joint or mutual, pastformer, present and future officers, directors, officers, employees, agentsshareholders, consultantsmembers, advisorsmanagers, representatives, stockholders, controlling persons, subsidiaries, successors partners and assigns agents (collectively, "Releasees"the “Buyer Released Parties”) of and from any and all manner of action or inaction, cause or causes of action, Proceedings, debts, Liens, Contracts, Taxes, promises, liabilities, claims, demands, proceedingsdamages (whether for compensatory, causes special, incidental or punitive damages, equitable relief or otherwise), Losses, fees, costs or expenses, of actionany kind or nature whatsoever, awardspast, decisionspresent, injunctionsor future, judgmentsat law, ordersin equity or otherwise (including with respect to conduct which is negligent, rulingsgrossly negligent, subpoenaswillful, verdictsintentional, obligationswith or without malice, contractsor a breach of any duty, agreementsLaw or rule), debts and liabilities whatsoeverexisting or occurring prior to the Closing, whether known or unknown, whether fixed or contingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, both at law and in equitywhich the Seller Releasing Parties, which each of the Signing Stockholders or any of their respective Affiliates now hasthem, ever have ever had or ever in the future may hereafter have against the respective Releasees Buyer Released Parties, or any of them, arising contemporaneously by virtue of or in connection with any actions or prior inactions with respect to the Closing Date Companies or on account of their affairs at or arising out of any matter, cause or event occurring contemporaneously with or prior to before the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing DateClosing; provided, however, that nothing contained herein shall operate the foregoing release will not release, impair or diminish, and will not include, in any respect any rights under this Agreement, any other Transaction Document or any other Contract entered into pursuant to release any obligations of Buyer or SFX arising under this Agreement or in connection with the transactions contemplated hereby and will not release any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actsrights of employees of the Companies in their capacity as employees of the Companies. (iic) Effective as of the Closing, Buyer, on behalf of itself and each of its Affiliates (including the Companies) and, in their capacities as such, their respective shareholders, members and other owners (each, a “Buyer Releasing Party” and, collectively, the “Buyer Releasing Parties” and, together with the Seller Releasing Parties, the “Releasing Parties”), hereby releases, acquits and forever discharges Parent, Seller, each of Parent’s other subsidiaries and, in their capacities as such, their respective former, present and future directors and shareholders (collectively, the “Seller Released Parties” and, together with the Buyer Released Parties, the “Released Parties”) of and from any and all manner of action or inaction, cause or causes of action, Proceedings, debts, Liens, Contracts, Taxes, promises, liabilities, claims, demands, damages (whether for compensatory, special, incidental or punitive damages, equitable relief or otherwise), Losses, fees, costs or expenses, of any kind or nature whatsoever, past, present, or future, at law, in equity or otherwise (including with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule), existing or occurring prior to the Closing, whether known or unknown, whether fixed or contingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, which the Buyer Releasing Parties, or any of them, ever have had or ever in the future may have against the Seller Released Parties, or any of them, (a) arising from the Transaction or (b) by virtue of or in connection with any actions or inactions with respect to the Companies or their affairs at or before the Closing (other than violations of law or breaches of confidentiality, non-compete, non-solicitation or, with respect to any former, current or future director, obligations under any contract binding on such director); provided, however, that the foregoing releases will not release, impair or diminish, and will not include, in any respect any rights under this Agreement, any other Transaction Document or any other Contract entered into pursuant to this Agreement or in connection with the transactions contemplated hereby. (d) Each Signing Stockholder Releasing Party hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, commenced any proceeding Proceeding of any kind against any Releasee, Released Party based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12.

Releases. (a) Each Signing Stockholder acknowledges that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreementof Rxxxxx X Xxxxx and Rxxxx Entity on their own behalf and on behalf of all Associated Companies hereby completely and irrevocably releases, remises and forever discharges Acorn and its successors, assigns, employees, directors, and that Buyer is relying on this Section 8.12 subsidiaries, from all manner of actions, causes of action, suits, debts, dues, damages, penalties, liens, expenses, costs, accounts, bonds, covenants, contracts, agreements, judgments, demands and claims whatsoever in consummating such purchaselaw or equity or otherwise (“Action”) which any or all of Rxxxxx X Xxxxx, Roche Entity, and the Associated Companies ever had, now has, or hereafter may have arising from or related to matters or allegations which are the subject matter of any of the issues arising from the Judgment, Protective Costs, the PRC Legal Fees, the Employment Damages and/or the Exile Period. (b) Each Signing StockholderAcorn hereby completely and irrevocably releases, for good remises and valuable considerationforever discharges Rxxxxx X Xxxxx, Rxxxx Entity, the receipt Associated Companies and sufficiency of which is hereby acknowledgedthe successors, assigns, employees, directors, and intending subsidiaries of Rxxxxx X Xxxxx, Roche Entity and / or the Associated Companies from all manner of Action which Acorn ever had, now has, or hereafter may have arising from or related to matters or allegations which are the subject matter of any of the issues arising from the Judgment, Protective Costs, the PRC Legal Fees, the Employment Damages and/or the Exile Period. (c) Each of Rxxxxx X Xxxxx and Rxxxx Entity on their own behalf and on behalf of all Associated Companies acknowledges and agrees that this Agreement may be legally boundpleaded in bar to any Action which may be brought by any or all of them in respect of any court or other proceedings or matters relating to any issue arising from the Judgment, in order Protective Costs, the PRC Legal Fees, the Employment Damages and/or the Exile Period and each of them agrees and consents to induce Buyer such action being summarily dismissed and an award of indemnity costs being made against the person or persons bringing the action. (d) Each of Rxxxxx X Xxxxx and Roche Entity on their own behalf and on behalf of all Associated Companies acknowledges that they enter into this Agreement voluntarily upon their own information, investigation and legal advice. They acknowledge that although they may learn new or different information with respect to purchase the Purchased Assets pursuant to subject matter of this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, hereby releases and forever discharges the Buyer and SFXit is their intention to, and each of their respective individualthey do, joint or mutualby this Agreement, pastfully and finally settle any Action which may now exist, present and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectively, "Releasees") from any and all claims, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter ever exist or may ever have against existed in relation to any issue arising from the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matterJudgement, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted afterProtective Costs, the Closing Date; providedPRC Legal Fees, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actsthe Employment Damages and/or the Exile Period. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12.

Releases. (a) Each Signing Stockholder acknowledges that Effective as of the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this AgreementEffective Date, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, the GCA Parties hereby absolutely and unconditionally releases and forever discharges the Buyer and SFXLender, and each any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of their respective individual, joint or mutual, past, the present and future former directors, officers, employeesagents and employees of any of the foregoing, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectively, "Releasees") from any and all claims, demands, proceedings, demands or causes of actionaction of any kind, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoevernature or description, whether known arising in law or unknownequity or upon contract or tort or under any state or federal law or otherwise, suspected that any the GCA Party has had, now has or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter has made claim to have against the respective Releasees arising contemporaneously with any such person for or prior to the Closing Date or on account of or arising out by reason of any act, omission, matter, cause or event occurring contemporaneously with thing whatsoever arising from the beginning of time to and including the Effective Date, whether such claims, demands and causes of action are matured or unmatured, or known or unknown; provided that, the foregoing release and waiver does not include any obligations of Lender arising after the Effective Date (including, for the avoidance of doubt, obligations to the extent arising prior to the Closing Effective Date, includingthe performance of which is due after Effective Date) provided for under this Amendment, but not limited tothe Credit Agreement, the GCA, and each of the other Loan Documents, as each may be amended hereby, which as amended hereby, continue in full force and effect notwithstanding the foregoing release. (b) Effective as of the Effective Date, the Lender hereby absolutely and unconditionally releases and forever discharges the GCA Parties, and any rights to indemnification and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or reimbursement from SFX causes of action of any kind, nature or Buyerdescription, whether pursuant to arising in law or equity or upon contract or otherwise tort or under any state or federal law or otherwise, that the Lender has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the Effective Date, whether such claims, demands and causes of action are matured or not relating to claims pending onunmatured, or asserted after, known or unknown; provided that the Closing Date; provided, however, that nothing contained herein shall operate to foregoing release and waiver does not include any obligations of Buyer or SFX each of the GCA Parties arising after the Effective Date (including, for the avoidance of doubt, obligations to the extent arising prior to the Effective Date, the performance of which is due after the Effective Date) provided for under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willfulAmendment, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain fromthe Credit Agreement, directly or indirectlythe GCA, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any each Warrant outstanding on the date of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) Existing Fifth Amendment or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released issued pursuant to this Section 8.12 Amendment, and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf each of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to Loan Documents, as each may be released pursuant to this Section 8.12amended hereby, which as amended hereby, continue in full force and effect notwithstanding the foregoing release.

Releases. (a) Each Signing Stockholder acknowledges that 7.1. With the agreements set forth in this Section 8.12 are a condition exception of the obligations and promises of the parties to Buyer's obligation to purchase the Purchased Assets pursuant to each other under this Agreement, and that Buyer is relying on this subject to Section 8.12 in consummating such purchase. (b) Each Signing Stockholder7.2 hereof, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing StockholderCytomedix, on behalf of such Signing Stockholder itself, its predecessors and each of such Signing Stockholder's Affiliates, hereby releases and forever discharges the Buyer and SFXsuccessors, and each of their respective individualaffiliates, joint or mutualofficers, past, present and future directors, employees and agents, hereby irrevocably and unconditionally release and forever discharge Licensees, and each of their officers, directors, employees, agents, consultants, advisorsshareholders, representatives, stockholders, controlling personsparent companies, subsidiaries, successors Affiliates, partners, predecessors, and assigns all other persons acting by or on their behalf (collectively, the "PPAI Releasees") ), of and from any and all claims, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have claims that Cytomedix has ever had or may hereafter now have against the respective PPAI Releasees arising contemporaneously with or prior related to the Closing Date claims that were asserted in the Illinois Action. 7.2. Notwithstanding the terms of Section 7.1, Cytomedix does not release customers or on account agents of Licensees or arising out suppliers of any matter, cause processes or event occurring contemporaneously with or prior to products that are covered by the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, of the Closing DateLicensed Patents; provided, however, that nothing contained herein such customers, agents, or suppliers shall operate be released from any claims that Cytomedix has ever had or may now have against them based on their practice, performance, manufacture, use, or sale of Platelet Therapies using Platelet Services supplied by Licensees or PPAI Branded Platelet Products. 7.3. With the exception of the obligations and promises of the parties to release any obligations of Buyer or SFX arising each other under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willfulAgreement, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder Licensees, on behalf of themselves and all other PPAI Releasees, and all predecessors and successors, and each of their shareholders, affiliates, members, officers, directors, employees and agents, hereby irrevocably covenants to refrain fromand unconditionally release and forever discharge Cytomedix, directly or indirectlyits officers, asserting any claim or demanddirectors, or commencingemployees, instituting or causing to be commencedagents, any proceeding of any kind against any Releaseeshareholders, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights representatives, parent companies, subsidiaries, affiliated companies, predecessors, and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion other persons acting by or on behalf of such Signing Stockholder Cytomedix (collectively, the "Cytomedix Releasees"), of and from any claims that either Licensee has ever had or may now have against Cytomedix or any of such Signing Stockholder's Affiliates of any claim or the other matter purported Cytomedix Releasees related to be released pursuant to this Section 8.12 the counterclaims and (B) affirmative defenses that were asserted in the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12Illinois Action.

Releases. (a) Each Signing Stockholder acknowledges that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this AgreementEffective as of, and that Buyer is relying conditioned upon the occurrence of, the Closing, except as provided in Section 6.9(c), Seller, on this behalf of itself and any Person who may be bound by it (each, a “Releasing Party”), releases the Company, Omega and its and their predecessors, successors and assigns and, to the extent acting in such capacity for an Acquired Entity, each of their respective officers, directors and employees (each, a “Released Party”) from any and all Actions, debts, Liabilities, and obligations of every kind and character, whether at Law or in equity, which such Releasing Party has or may have or has ever had, which arise out of, relate to or are connected with such Acquired Entities with respect to periods prior to the Closing (each, a “Released Claim” and, collectively, the “Released Claims”), except in all cases for the Liabilities and obligations reserved under Section 8.12 in consummating such purchase6.9(d). (b) Each Signing StockholderEffective as of the Closing, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing StockholderPurchaser, on behalf of such Signing Stockholder the Acquired Companies and each of such Signing Stockholder's Affiliatesthe members, hereby releases and forever discharges the Buyer and SFX, and each of their respective individual, joint or mutual, past, present and future directorsmanagers, officers, employees, agentsaffiliates, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors predecessors and assigns thereof (collectively, "Releasees"the “Target Releasing Parties”) releases Seller and the Releasing Parties (the “Seller Released Parties”) from any and all claimsActions, demandsdebts, proceedingsLiabilities, causes and obligations of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts every kind and liabilities whatsoevercharacter, whether known at Law or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had such Target Releasing Party has or may hereafter have against or has ever had, which arise out of, relate to or are connected with the respective Releasees arising contemporaneously Acquired Companies with or respect to periods prior to the Closing Date (each a “Target Released Claim” and collectively, the “Target Released Claims”), except in all cases for the Liabilities and obligations reserved under Section 6.9(d). (c) Each Releasing Party and each Target Releasing Party represents that it has made no assignment, conveyance or on account of or arising out transfer of any matterkind of any Released Claim or Target Released Claim. Each Releasing Party and each Target Releasing Party acknowledges and intends that this Section 6.9 shall be effective as a bar to each of the Released Claims and Target Release Claims, cause as applicable. (d) Notwithstanding any other provision of this Section 6.9, nothing in this Section 6.9 shall prevent any Releasing Party or event occurring contemporaneously with Target Releasing Party (or prior to the Closing DatePurchaser on behalf of any Target Releasing Party) from asserting any contractual Action or other claim such Releasing Party or Target Releasing Party may have against a Released Party or Seller Released Party, includingas applicable, but not limited toif any, any rights to indemnification or reimbursement from SFX or Buyer(i) for fraud, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX (ii) arising under or for breach of this Agreement or any Closing Documents other Transaction Document or proximately caused by Buyer's other agreement or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demanddocument contemplated hereby, or commencingin any way impair or limit any contractual obligation any Person may have under any other written agreement, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in arising with respect to acts, events or omissions that occur after the Closing. Furthermore, to the extent any way limiting any Releasing Party is also an employee, officer or director of an Acquired Entity, the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf Released Claims of such Signing Stockholder Releasing Party shall not include any rights or any remedies such Releasing Party may have relating to current period wages or benefits or for indemnification or advancement of expenses under such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12Company’s Organizational Documents.

Releases. (a) Each Signing Stockholder acknowledges that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally boundXXXXXX the corporation, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing StockholderDHANOA's Affiliates, hereby releases and forever discharges the Buyer and SFX, and each of their respective individual, joint or mutual, past, present and future directorsexecutives, officersDHANOA's past, employeespresent and future board members, agentshereby releases, consultantscancels, advisorsforgives and forever discharges XXXXXX, representativesPACIFIC and BALWANT from all actions, stockholders, controlling persons, subsidiaries, successors and assigns (collectively, "Releasees") from any and all claims, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdictsdamages, obligations, contractsliabilities, agreementscontroversies and executions, debts and liabilities of any kind or nature whatsoever, whether known or unknown, whether suspected or unsuspected, both at law and in equitynot, which each have arisen, or may have arisen, or shall arise by reason of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting incident described above does specifically waive any claim or demandright to assert any cause of action or alleged case of action or claim or demand which has, through oversight or commencingerror intentionally or unintentionally or through a mutual mistake, instituting been omitted from this AGREEMENT and RELEASE. Moreover, Xxxxxx and its respective affiliates agree to never participate, in any forum, as an opposing party against XXXXXX, PACIFIC, and/or BALWANT for actions relating to or causing to be commencedarising from their respective past professional relationship. XXXXXX, any proceeding PACIFIC and BALWANT also hereby releases, cancels, forgives and forever discharges XXXXXX, its officers, directors, (past, present and future), its affiliates, subsidiaries, and/or subcontractors from all actions, claims, demands, damages, obligations, liabilities, controversies and executions, of any kind against any Releaseeor nature whatsoever, based upon any matter purported to be released hereby. (iii) Without in any way limiting any whether known or unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise by reason of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of incident described above does specifically waive any claim or other matter purported right to be released pursuant to this Section 8.12 and (B) the assertion by assert any third party cause of any action or alleged case of action or claim or demand against any Releasee which claim has, through oversight or demand arises directly error intentionally or indirectly fromunintentionally or through a mutual mistake, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to been omitted from this Section 8.12AGREEMENT and RELEASE.

Releases. (a) Each Signing Stockholder acknowledges Employee agrees that the agreements set forth in by executing this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, Separation Agreement and that Buyer is relying on this Section 8.12 in consummating such purchase. Release (b“Release”) Each Signing Stockholderhe does hereby, for good himself, his heirs, executors, administrators, representatives, successors and valuable considerationassigns, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, hereby releases release and forever discharges discharge the Buyer Company and SFX, and each of their respective individual, joint or mutual, pastits attorneys, present and future directors, officers, former employees, agents, consultantspresent and former officers, advisorsdirectors, representatives, stockholders, controlling personsparents, subsidiaries, successors divisions, and all affiliated or related companies, predecessors, successors, assigns or representatives, and all persons acting for, by, through, under or in concert with any of them (collectively, "Releasees") “Released Parties”), of and from any and all claims, demands, proceedings, causes of action, awardssuits, decisionsdebts, injunctionsaccounts, claims for attorney’s fees, interest, expenses and costs, damages, judgments, ordersand executions of any nature whatsoever, rulingswhich Employee, subpoenashis heirs, verdictsexecutors, obligationsadministrators, contractsrepresentatives, agreementssuccessors, debts or assigns, had or now has, from the beginning of time to the date hereof, against the Company and liabilities whatsoeverthe Released Parties, whether known or unknown, suspected whether based in contract or unsuspectedtort, both at law and in equity, which each or on Title VII of the Signing Stockholders Civil Rights Act, the Americans With Disabilities Act, the Age Discrimination in Employment Act, including the Older Workers’ Benefit Protection Act, the Family Medical Leave Act, or any other federal or state statute, common law, rule or regulation. Employee acknowledges that by signing this Release, Employee is waiving his rights to bring any claim of any sort related to his employment or resignation of employment with the Company. Notwithstanding the foregoing, the Company acknowledges and agrees that the foregoing release does not apply to any of the Company’s obligations under this Release or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees Company’s remaining severance obligations to Employee arising contemporaneously with or prior to from the Closing Date or on account Company’s termination of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actsEmployment Agreement. (iib) Each Signing Stockholder hereby irrevocably covenants Company agrees that, by executing this Release, Company does hereby, for itself, its wholly owned subsidiaries and their respective successors and assigns, release and forever discharge Employee of and from any and all claims, demands, causes of action, suits, debts, accounts, claims for attorney’s fees, interest, expenses and costs, damages, judgments, and executions of any nature whatsoever, which Company, its wholly owned subsidiaries or their respective successors or assigns, had or now have, from the beginning of time to refrain fromthe date hereof, directly against Employee, whether known or indirectlyunknown, asserting any claim whether based in contract or demandtort, or commencingany federal or state statute, instituting common law, rule or causing regulation. Notwithstanding the foregoing, Employee acknowledges and agrees that the foregoing release does not apply to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting Employee’s obligations under this Release or any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) Employee’s obligations under the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee Employment Agreement which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12survive its termination.

Releases. (a) Each Signing Stockholder acknowledges that Subject to Section 10 below, immediately following the agreements set forth in closing of the transactions contemplated by this Section 8.12 are a condition to Buyer's obligation to purchase Agreement and the Purchased Assets pursuant to this Revolving Loan Master Agreement, each Guarantor releases any and that Buyer is relying on this Section 8.12 in consummating all Liens held by such purchaseGuarantor against the Borrower, any Subsidiary of the Borrower or any assets of the Borrower or any of the Borrower's Subsidiaries. Each of the Guarantors agrees to execute and deliver or file, at the Borrower's expense, such termination statements and take such other actions as are reasonably necessary to effect such release. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, The Borrower hereby releases and forever discharges each of the Buyer and SFXGuarantors, and each of their respective individualsubsidiaries, joint or mutual, past, present and future directors, officers, shareholders, affiliates, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors agents and assigns representatives (collectively, the "Guarantor Releasees") from any and all claims, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts action and liabilities of any kind whatsoever, whether known or unknown, suspected which the Borrower ever had, now has, or unsuspectedhereafter may have against the Guarantor Releasees arising out of or relating to this Agreement and the Term Credit Agreement, both at law and the transactions contemplated hereby and thereby, except for those continuing obligations set forth in equitythis Agreement. (c) Subject to Section 10 below and any continuing obligations set forth in this Agreement, which each of the Signing Stockholders Guarantors hereby releases and discharges the Borrower, and its subsidiaries, directors, officers, shareholders, affiliates, employees, agents and representatives (collectively, the "Borrower Releasees") from any and all claims, demands, causes of action and liabilities of any kind whatsoever, whether known or any of their respective Affiliates unknown, which such Guarantor ever had, now has, have ever had or hereafter may hereafter have against the respective Borrower Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willfuland the Term Credit Agreement, fraudulent or grossly negligent actsand the transactions contemplated hereby and thereby. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12.

Releases. (a) Each Signing Stockholder acknowledges that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, The Executive hereby releases and forever discharges the Buyer and SFXCompany, each of its subsidiaries, each stockholder or affiliate of the Company or any of its subsidiaries and each of their respective individualofficers, joint or mutual, past, present and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors employees and assigns agents (collectively, the "ReleaseesCompany Released Persons") from and waives any and all claims, demands, proceedingscontroversies, actions, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts damages and liabilities of any nature whatsoever, whether at law or in equity, known or unknown, suspected or unsuspected, both at law and in equityabsolute or contingent (collectively, which each "Claims"), that the Executive ever had, now has, or may hereafter have against any of the Signing Stockholders Released Persons arising out of, resulting from or related to the Executive's service as an officer, director, employee or agent of the Company, any of its subsidiaries or any of their respective Affiliates affiliates, including without limitation any Claims that may arise out of, result from or relate to the Employment Agreement, except that nothing contained herein shall release the Company from its obligations under this Agreement or its obligations to be performed after the date hereof under the Employment Agreement as modified by this Agreement or any indemnification or contribution obligations pursuant to the Company's Certificate of Incorporation or bylaws or under any applicable law. (b) The Company (on its own behalf and on behalf of each of its subsidiaries) hereby releases and forever discharges the Executive from and waives any and all Claims that the Company or any of its subsidiaries ever had, now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or Executive arising out of, resulting from or related to such Executive's service as an officer, director, employee or agent of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited toCompany, any rights of its subsidiaries or any of their affiliates, including without limitation any Claims that may arise out of, result from or relate to indemnification or reimbursement from SFX or Buyersuch Executive's Employment Agreement, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, except that nothing contained herein shall operate to release any the Executive from (i) his obligations under the Employment Agreement, including, without limitation, his obligations under Sections 9, 10 and 11 of Buyer or SFX arising under the Employment Agreement, as modified by this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willfulAgreement, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demandactions taken by the Executive after the date hereof, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without his obligations under this Agreement. The Company agrees that the restrictions contained in any way limiting any Section 11(b)(i) or (ii) of the rights and remedies otherwise available Employment Agreement shall not apply with respect to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs employee of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder Company or any of its subsidiaries if, prior to the time any actions prohibited under Section 11(b) are taken, such Signing Stockholderemployee's Affiliates employment with the Company and its subsidiaries has been terminated by the Company or such subsidiary or a notice of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion such termination has been received by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12employee.

Releases. (a) Each Signing Stockholder acknowledges that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this AgreementSeller, for him and his heirs, spouse, personal representatives, successors, and that Buyer is relying on this Section 8.12 in consummating such purchase. assigns (b) Each Signing Stockholder, for good and valuable considerationcollectively, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement“Releasors”), hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder forever fully and each of such Signing Stockholder's Affiliates, hereby irrevocably releases and forever discharges the Buyer Buyer, the Company, the Canadian Subsidiary and SFX, and each of their respective individualpredecessors, joint successors, direct or mutualindirect subsidiaries and past and present stockholders, pastmembers (direct and indirect), present and future managers, directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns representatives (collectively, "Releasees"the “Released Parties”) from any and all actions, suits, claims, demands, proceedingsdebts, causes of action, awards, decisions, injunctionspromises, judgments, ordersliabilities or obligations of any kind whatsoever in law or equity and causes of action of every kind and nature, rulingsor otherwise (including claims for damages, subpoenascosts, verdictsexpense, obligationsand attorneys’, contractsbrokers’ and accountants fees and expenses) arising out of or related to the Company, agreementsthe Canadian Subsidiary or such Seller’s ownership of Purchased Stock, debts and liabilities whatsoeverwhich the Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, both at law unanticipated as well as anticipated and in equity, which each of the Signing Stockholders or any of their respective Affiliates that now has, have ever had exist or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or hereinafter accrue based on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted aftermatters now known as well as unknown (collectively, the Closing Date; provided“Released Claims”), however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder and hereby irrevocably covenants agree to refrain from, from directly or indirectly, indirectly asserting any claim or demand, demand or commencing, instituting commencing (or causing to be commenced, ) any proceeding Proceeding of any kind before any Government Authority or other tribunal, against any Releasee, Released Party based upon any matter purported Released Claim, and further agrees not to be released hereby. (iii) Without in make claim or take proceedings with respect to any way limiting Released Claim against any other Person which might claim contribution or indemnity under the provisions of any statute or otherwise against any of the rights Released Parties. Notwithstanding the preceding sentence of this Section 5.19, “Released Claims” does not include, and remedies the provisions of this Section 5.19 shall not release or otherwise available diminish, (a) the obligations of the Buyer or the Company expressly set forth in any provisions of this Agreement or the agreements contemplated hereby, (b) the obligations of the Company to any Releaseeindemnify, each Signing Stockholder shall indemnify defend and hold harmless each Releasee from the directors, officers and against all lossemployees of the Company under the Company’s articles of incorporation and by-laws and applicable law, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (Ac) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates obligations of any claim insurer under any insurance policy or other matter purported to be released pursuant to this Section 8.12 and (Bd) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf obligations of the Signing Stockholders Company to any Seller in his or any her capacity as a current or former employee of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12the Company.

Releases. (a) Each Signing Stockholder acknowledges that Effective upon the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this AgreementExchange Closing, each of DST and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally boundBFDS, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, each case on behalf of such Signing Stockholder itself and each of such Signing Stockholder's Affiliates, hereby releases its Affiliates and forever discharges the Buyer and SFX, and each of their respective individual, joint or mutual, past, present and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectively, "Releasees"the “DST Releasing Parties”), hereby irrevocably waives, acquits, remises, discharges and forever releases State Street and each of State Street’s past, present and future Representatives, Affiliates, equityholders and controlling persons (the “State Street Released Parties”) from any and all claims, demands, proceedings, causes liabilities and obligations to such DST Releasing Parties arising from State Street’s direct or indirect ownership of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities Equity Interests in BFDS prior to the Exchange Closing of any kind or nature whatsoever, in each case, whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected matured or unsuspectedunmatured or determined or determinable, both and whether arising under any Law, contract, agreement, arrangement, commitment, undertaking or understanding, whether written or oral or otherwise at law and or in equity, which and each of the Signing Stockholders DST Releasing Parties agrees that it shall not seek to recover any amounts in connection therewith or thereunder from State Street or any of their respective Affiliates now hasthe State Street Released Parties. Notwithstanding the foregoing, have ever had nothing in this Section 9.03(a) shall release or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate be deemed to release State Street or its Affiliates from any liabilities or obligations of Buyer or SFX arising under this Agreement or any Closing the other Transaction Documents to the extent set forth herein or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actstherein. (iib) Each Signing Stockholder Effective upon the Exchange Closing, State Street, in each case on behalf of itself and its Affiliates and their respective successors and assigns (collectively, the “State Street Releasing Parties”), hereby irrevocably covenants waives, acquits, remises, discharges and forever releases DST and each of DST’s past, present and future Representatives, Affiliates, equityholders and controlling persons (the “DST Released Parties”) from any and all liabilities and obligations to refrain from, directly such State Street Releasing Parties arising from DST’s direct or indirectly, asserting any claim or demand, or commencing, instituting or causing indirect ownership of Equity Interests in BFDS prior to be commenced, any proceeding the Exchange Closing of any kind against or nature whatsoever, in each case, whether absolute or contingent, liquidated or unliquidated, known or unknown, matured or unmatured or determined or determinable, and whether arising under any ReleaseeLaw, based upon contract, agreement, arrangement, commitment, undertaking or understanding, whether written or oral or otherwise at law or in equity, and each of the State Street Releasing Parties agrees that it shall not seek to recover any matter purported to be released hereby. (iii) Without amounts in any way limiting connection therewith or thereunder from DST or any of the rights and remedies otherwise available to any ReleaseeDST Released Parties. Notwithstanding the foregoing, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or nothing in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B9.03(b) shall release or be deemed to release DST or its Affiliates from any liabilities or obligations under this Agreement or the assertion by any third party of any claim other Transaction Documents to the extent set forth herein or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12therein.

Releases. (a) Each Signing Stockholder acknowledges that the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement7.1 Corixa, Xxxxxxx, Michigan and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing StockholderGSK, for good themselves and valuable considerationtheir agents, the receipt successors, assigns, employees, representatives and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreementattorneys, hereby agrees as follows: (i) Each Signing Stockholderrelease and discharge Biogen Idec and its respective present or former officers, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, hereby releases and forever discharges the Buyer and SFX, and each of their respective individual, joint or mutual, past, present and future directors, officersstockholders, employees, agents, consultantsAFFILIATES, advisorspartners, representativespredecessors, stockholderssuccessors, controlling personsheirs, subsidiariesexecutors, successors assigns and assigns (collectively, "Releasees") attorneys from any and all claims, demands, proceedingsactions, rights, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdictsdebts, obligations, contractscosts, agreementsexpenses, debts attorneys' fees, damages, and liabilities whatsoever, of any kind or nature or character whatsoever whether known or unknown, suspected or unsuspected, both at law and in equityactual or potential, absolute or contingent, pending or anticipated, which each relate to any and all allegations or claims of the Signing Stockholders or infringement of any patents of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously THE XXXXXXXX PATENT FAMILY and THE XXXX PATENT FAMILY with or respect to any acts committed prior to the Closing Date EFFECTIVE DATE of this AGREEMENT, any and all claims that were or on account could have been made in THE LAWSUITS, any and all claims which arise out of or arising out of are connected to any matter, cause occurrence or event occurring contemporaneously with conduct alleged or referred in THE LAWSUITS which occurred prior to the Closing DateEFFECTIVE DATE of this AGREEMENT, includingand any and all claims which arise out of or are connected to the filing, but not limited toprosecution, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations defense of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actsTHE LAWSUITS. (ii) Each Signing Stockholder 7.2 Biogen Idec, for itself and its agents, successors, assigns, employees, representatives and attorneys, hereby irrevocably covenants to refrain fromreleases and discharges Corixa, directly Xxxxxxx, Michigan and GSK and their respective present or indirectlyformer officers, asserting directors, stockholders, employees, agents, AFFILIATES, partners, predecessors, successors, heirs, executors, assigns and attorneys from any claim or demandand all claims, or commencingdemands, instituting or causing to be commencedactions, any proceeding rights, causes of action, debts, obligations, costs, expenses, attorneys' fees, damages, and liabilities of any kind or nature or character whatsoever whether known or unknown, suspected or unsuspected, actual or potential, absolute or contingent, pending or anticipated, which relate to any and all allegations and claims of infringement of any patents of THE NEORX PATENT FAMILY with respect to any acts committed prior to the EFFECTIVE DATE of this AGREEMENT, any and all claims that were or could have been made in THE LAWSUITS, any and all claims which arise out of or are connected to any occurrence or conduct alleged or referred in THE LAWSUITS which occurred prior to the EFFECTIVE DATE of this AGREEMENT, and any and all claims which arise out of or are connected to the filing, prosecution, and defense of THE LAWSUITS. 7.3 It is specifically understood that this AGREEMENT may be pleaded as a full and complete defense to, and may be used as a basis for an injunction against any Releaseeaction, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releaseesuit, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to proceeding, which may be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly frominstituted, prosecuted, or attempted in connection with, any assertion by or on behalf breach of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12AGREEMENT.

Releases. (a) Each Signing Stockholder acknowledges that Effective as of the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing StockholderSettlement Effective Date, for good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, including the obligations and intending contributions of the Parties under this Agreement and the Definitive Documentation, to the fullest extent permissible under applicable law (as such law may be legally boundextended or integrated after the Settlement Effective Date), in order to induce Buyer to purchase each of the Purchased Assets pursuant to this AgreementWindstream Release Parties4 on behalf of themselves, hereby agrees as follows: their respective successors, assigns, and representatives (including, for the avoidance of doubt and without limitation, (i) Each Signing Stockholdereach reorganized Debtor and any other successor of any Debtor existing on or after the date on which such Debtor’s plan of reorganization becomes effective, (ii) any reorganized Debtor in its capacity as a debtor or debtor-in-possession in a subsequent bankruptcy case or any other context, (iii) any trustee acting or seeking to act on behalf of such Signing Stockholder and each the estates of such Signing Stockholder's Affiliatesany of the Debtors or any of their successors in this or any subsequent bankruptcy case or any other context, hereby releases and forever discharges and/or (iv) any litigation or other trustee acting or seeking to act on behalf of any of the Buyer and SFXDebtors or any of their successors in this or any subsequent bankruptcy case or in any other context), and each any and all other Entities who may assert or purport to assert any claim or cause of their respective individualaction, joint directly or mutualderivatively, pastby, present and future directorsthrough, officersfor, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns or because of any Windstream Release Party (collectively, "Releasees") the “Windstream Successors”), hereby conclusively, absolutely, unconditionally, irrevocably, and forever waives, releases, acquits, and discharges each of the Uniti Release Parties5 from any and all claims, demandsinterests, proceedingsobligations, rights, suits, damages, causes of action, awardsremedies, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected foreseen or unsuspectedunforeseen, both at law and existing or hereinafter arising, in law, equity, which each or otherwise, including any derivative claims, asserted or assertable on behalf of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available Debtors or their estates, that such Entity would be or would have been legally entitled to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage assert (including incidental and consequential damages) whether individually or expense (including costs of investigation and defense and reasonable attorney's feescollectively), whether based on or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly fromrelating to, or in connection withany manner arising from, in whole or in part, the Windstream Entities, the business and contractual arrangements between any assertion by Windstream Entity and any Uniti Entity, the Debtors’ in- or on behalf out-of-court restructuring efforts, intercompany transactions, the Uniti Arrangement and any transactions related thereto, the Master Lease and any and all other payments made, investments undertaken, or value transfers of any kind, in each case that flowed from any Windstream Entity to any Uniti Entity (regardless of whether any such party is or is not a party to the Signing Stockholders Master Lease or any other agreement to use the MLA Leased Property), the Separation and Distribution Agreement and the other 2015 Sale Documents, this Agreement, the Definitive Documentation, the Settlement and any transactions related thereto, the Chapter 11 Cases and the filing thereof, the transfer of their Affiliates against such third party certain assets and property and the assignment of any claims or other matters purported certain executory contracts to be released Uniti pursuant to this Section 8.12.the

Releases. (a) Each Signing Stockholder acknowledges that In consideration of the agreements set forth Benefits described in this Section 8.12 are a condition 2 above, to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable considerationfullest extent permitted under applicable law, the receipt Director for himself, his affiliates, spouse, agents, heirs, assigns and sufficiency of which is hereby acknowledgedany other person or entity claiming to claim through him hereby, knowingly, voluntarily, unconditionally and intending to be legally boundirrevocably releases and discharges the Company, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreementits successors, hereby agrees as follows: (i) Each Signing Stockholderpredecessors, on behalf of such Signing Stockholder affiliates and subsidiaries and each of such Signing Stockholder's Affiliatesthe foregoing entities’ respective affiliates, hereby releases and forever discharges the Buyer and SFXpredecessors, and each of their respective individualsuccessors, joint or mutual, past, present and future directors, officers, partners, trustees, fiduciaries managers, members, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors representatives and assigns benefit plans (collectively, "Releasees"the “Company Released Parties”) from any and all claims, demandsdebts, proceedingsliabilities, causes of action, awardscharges, decisionssums of money, injunctionsaccounts, judgmentsreckonings, ordersbonds, rulingsbills, subpoenas, verdicts, obligationscovenants, contracts, agreements, debts and liabilities whatsoevercommitments, whether known arrangements, promises, or unknown, suspected obligations or unsuspected, both at understandings of any kind whatsoever in law and in or equity, which each WHETHER WRITTEN OR ORAL, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ASSERTED OR UNASSERTED, CONDITIONAL OR UNCONDITIONAL, ACCRUED OR UNACCRUED, LIQUIDATED OR UNLIQUIDATED, WHETHER CONTRACTUAL, STATUTORY OR OTHERWISE, AND UNDER ANY KNOWN OR UNKNOWN DUTIES, EITHER FIDUCIARY OR OTHERWISE, INCLUDING LIABILITIES ARISING OUT OF THE SOLE OR CONCURRENT NEGLIGENCE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY COMPANY RELEASED PARTY, that the Director has now, has had or at any time hereafter may have against any of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted afterCompany Released Parties (collectively, the Closing Date“Director Released Claims”); provided, however, that nothing contained herein the foregoing release shall operate not waive or release claims of any director fees that have (i) accrued at or prior to release any obligations the Effective Date and have not been paid to the Director in full as of Buyer such date or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants are payable pursuant to the terms of this Agreement. The Director also acknowledges that other than with respect to the Accelerated Awards, he shall have no further rights with respect to unvested equity or equity-based compensation pursuant to the LTIP or otherwise. The Director shall refrain from, directly or indirectly, from asserting any claim or demandotherwise attempting to collect or enforce any such Director Released Claim against any of the Company Released Parties. In addition, the Director hereby waives all rights and benefits afforded by any laws which provide in substance that a general release does not extend to claims which a person does not know or suspect to exist in its favor at the time of executing the release which, if known by it, may have materially affected its settlement with the other person. b) Notwithstanding Section 3(a), the Company agrees and acknowledges that (i) subject to applicable law, the Company shall indemnify the Director with respect to the Director’s actions, omissions or service as a director of the Company to the fullest extent provided in the Company’s certificate of incorporation and bylaws as in effect on the date of this Agreement, and any indemnification agreement between the Director and the Company in effect on the date of this Agreement; and (ii) the Company shall fully pay for and maintain a D&O policy (whether the policy is currently in effect, a renewal of that policy or any replacement policy the Company subsequently obtains for its directors) that covers the Director during the time the Director continues to serve as a director of the Company on the same terms as other directors of the Company, and, after the Director is no longer serving as a director for any reason, including death, the Company shall fully pay for and maintain a tail on the policy that is in effect on the date on which the Director ceases to serve as a director of the Company such that the Director will continue to be covered by and under that policy for a period of not less than 6 years following the date the Director ceases to serve as a director of the Company on a basis no less favorable to the Director than the coverage provided any other director of the Company. The terms and coverage amounts of the tail coverage shall be at least as favorable as the terms and coverage amounts of the D&O policy in effect on the date the Director ceases to serve as a director of the Company. c) Director expressly promises that, as a condition of his receipt of the payments and benefits set forth in Section 2 above, on the Effective Date or within five days thereafter, Director shall execute the Confirming Release that is attached hereto as Exhibit A and Director shall return the Confirming Release executed by him to the Company, Attention: General Counsel, 0000 Xxxxx Xxxxxxx’s Green Circle, Suite 1400, Facsimile: (000) 000-0000, no later than five days following the Effective Date. d) In consideration of Director’s agreements herein, to the fullest extent permitted under applicable law, the Company for itself, its affiliates, agents, assigns and any other person or entity claiming to claim through it, hereby knowingly, voluntarily, unconditionally and irrevocably releases and discharges the Director, his affiliates, spouse, agents, heirs, and assigns (collectively, the “Director Released Parties”) from any and all claims, debts, liabilities, causes of action, charges, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, agreements, commitments, arrangements, promises, or commencing, instituting obligations or causing to be commenced, any proceeding understandings of any kind whatsoever in law or equity, WHETHER WRITTEN OR ORAL, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ASSERTED OR UNASSERTED, CONDITIONAL OR UNCONDITIONAL, ACCRUED OR UNACCRUED, LIQUIDATED OR UNLIQUIDATED, WHETHER CONTRACTUAL, STATUTORY OR OTHERWISE, AND UNDER ANY KNOWN OR UNKNOWN DUTIES, EITHER FIDUCIARY OR OTHERWISE, INCLUDING LIABILITIES ARISING OUT OF THE SOLE OR CONCURRENT NEGLIGENCE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY DIRECTOR RELEASED PARTY, that the Company has now, has had or at any time hereafter may have against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any ReleaseeDirector Released Parties (collectively, each Signing Stockholder the “Company Released Claims”); provided, however, that the foregoing release shall indemnify and hold harmless each Releasee not waive or release claims for breach of the Director’s obligations under this Agreement. The Company shall refrain from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of asserting any claim or other matter purported otherwise attempting to be released pursuant to this Section 8.12 collect or enforce any such Company Released Claim against any of the Director Released Parties. In addition, the Company hereby waives all rights and (B) the assertion benefits afforded by any third party laws which provide in substance that a general release does not extend to claims which a person does not know or suspect to exist in its favor at the time of any claim or demand against any Releasee which claim or demand arises directly or indirectly fromexecuting the release which, or in connection withif known by it, any assertion by or on behalf of may have materially affected its settlement with the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12person.

Releases. (a) Each Signing Stockholder acknowledges that The Clinton Group hereby agrees for the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreementbenefit of Abraxas, and that Buyer is relying on this Section 8.12 in consummating each controlling person, officer, director, stockholder, agent, Affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and successor, past and present, of Abraxas (Abraxas and each such purchase. (bperson being a “Abraxas Released Person”) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing StockholderThe Clinton Group, on behalf of such Signing Stockholder for themselves and each of such Signing Stockholder's Affiliatesfor their members, officers, directors, assigns, agents and successors, past and present, hereby releases agrees and confirms that, effective from and after the date of this Agreement, they hereby acknowledge full and complete satisfaction of, and covenant not to xxx, and forever discharges fully release and discharge each Abraxas Released Person of, and hold each Abraxas Released Person harmless from, any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, attorneys’ fees, expenses, suits, losses and causes of action of any nature whatsoever, whether known or unknown, suspected or unsuspected (collectively, “Claims”) that the Buyer Clinton Group may have against the Abraxas Released Persons, in each case with respect to events occurring prior to the date of the execution of this Agreement. (ii) The Clinton Group understands and SFXagrees that the Claims released by the Clinton Group above include not only those Claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Claims as described above. The Clinton Group understands that they may hereafter discover facts different from or in addition to what they now believe to be true, which if known, could have materially affected this release of Claims, but they nevertheless waive any claims or rights based on different or additional facts. (b) The Clinton Group agrees that, during the term of the Agreement, (i) no member of the Clinton Group shall, without the consent of Abraxas, instigate, solicit, assist, intervene in, or otherwise voluntarily participate in any litigation or arbitration in which Abraxas or any of its officers or directors are named as parties; provided that the foregoing shall not prevent any member of the Clinton Group from responding to a validly issued legal process; and (ii) the Clinton Group agrees to give Abraxas at least five (5) business days’ notice of the receipt of any legal process requesting information regarding Abraxas or any of its officers or directors, to the extent that such notice is legally permissible; provided, however, that nothing in this Section 8(b) shall apply to or prohibit any member of the Clinton Group from participating as a class member in a class action lawsuit brought against Abraxas by any third party which is not related to or otherwise an Affiliate or Associate of the Clinton Group. (c) Abraxas hereby agrees for the benefit of the Clinton Group, and each of their respective individualcontrolling person, joint or mutualofficer, pastdirector, present stockholder, agent, Affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and future directorssuccessor, past and present, thereof (the Clinton Group and each such person being a “Stockholder Released Person”) as follows: (i) Abraxas, for itself and for its Affiliates, officers, employeesdirectors, agentsassigns, consultantsagents and successors, advisorspast and present, representativeshereby agrees and confirms that, stockholderseffective from and after the date of this Agreement, controlling personsit hereby acknowledges full and complete satisfaction of, subsidiariesand covenants not to xxx, successors and assigns (collectivelyforever fully releases and discharges each Stockholder Released Person of, "Releasees") from and holds each Stockholder Released Person harmless from, any and all claims, demands, proceedings, causes Claims of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities any nature whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or that Abraxas may hereafter have against the respective Releasees arising contemporaneously Stockholder Released Persons, in each case with or respect to events occurring prior to the Closing Date date of the execution of this Agreement. (ii) Abraxas understands and agrees that the Claims released by Abraxas above include not only those Claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Claims as described above. Abraxas understands that it may hereafter discover facts different from or in addition to what it now believes to be true, which if known, could have materially affected this release of Claims, but it nevertheless waives any claims or rights based on account of different or arising out of any matter, cause or event occurring contemporaneously additional facts. (d) The Parties intend that the foregoing release be broad with or prior respect to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Datematter released; provided, however, this release of Claims shall not include claims to enforce the terms of this Agreement; and provided further that nothing contained herein in the foregoing release shall operate be deemed or construed, now or hereafter, as limiting in any manner any right of indemnification inuring to release the benefit of any obligations director or former director of Buyer or SFX Abraxas arising under this Agreement the Articles, the Bylaws or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actsotherwise. (iie) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to This Section 8 shall be commenced, any proceeding null and void upon the termination of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of this Agreement by the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released Clinton Group pursuant to this Section 8.12 and (B3(e) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12hereof.

Releases. (a) Each Signing Stockholder acknowledges that 6.1 In consideration of the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreementpromises, covenants and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable considerationreleases contained herein, the receipt and sufficiency adequacy of which is hereby acknowledged, Xxxxxxx (on his behalf and intending on behalf of each of his respective agents, attorneys, heirs, successors, executors, personal representatives and assigns) does hereby absolutely and unconditionally waive, release and forever discharge each of the Companies, their respective affiliates and subsidiaries, their respective past, present and future officers, directors, shareholders, employees, agents, attorneys, successors and assigns (hereinafter, the "Companies' Released Parties"), from any claims, demands, obligations, liabilities, rights, causes of action and damages, whether liquidated or unliquidated, absolute or contingent, known or unknown, from the beginning of time to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to Effective Date of this Agreement, including, without limitation, those claims arising under the Employment Agreement, and/or Xxxxxxx'x position as an officer, director, and/or employee of the Companies and its affiliates and subsidiaries, any claims under Israeli labor laws and regulations including claims for wrongful termination, or claims with respect to any other payment required under Israeli law Notwithstanding the foregoing, the rights and obligations set forth in this Agreement shall remain in full force and effect; nothing hereunder shall be construed to release any rights accrued to Xxxxxxx to continue or redeem any employee welfare benefit plan (including without limitation Betuach Menahalim and Keren Hishtalmut) during his employment, or to release any rights accrued or applicable to Xxxxxxx under any applicable insurance policy, including any officer and director liability insurance coverage or any errors and omissions coverage; nothing hereunder shall waive any indemnification rights applicable to Xxxxxxx as a former officer and Director of the Companies or shall be construed to waive any rights Xxxxxxx has as a shareholder or a holder of options. 6.2 In consideration of the promises, covenants and releases contained herein, the adequacy of which is hereby agrees as follows: acknowledged, each of the Companies (i) Each Signing Stockholder, on its behalf and on behalf of such Signing Stockholder its affiliates and each of such Signing Stockholder's Affiliates, hereby releases and forever discharges the Buyer and SFX, subsidiaries and each of their respective individual, joint or mutualrespective, past, present and future officers, directors, officers, employees, attorneys, agents, consultantssuccessors, advisorsexecutors, representativesand assigns) does hereby absolutely and unconditionally waive, stockholdersrelease and forever discharge Xxxxxxx (and his agents, controlling personsattorneys, subsidiariesheirs, successors successors, executors, personal representatives and assigns (collectively), "Releasees") from any and all claims, demands, proceedingsobligations, liabilities, rights, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts action and liabilities whatsoeverdamages, whether liquidated or unliquidated, absolute or contingent, known or unknown, suspected or unsuspected, both at law and in equity, which each from the beginning of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior time to the Closing Effective Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Datethis Agreement, including, but not limited towith limitation, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX those arising under the Employment Agreement, and/ or Xxxxxxx'x position as an officer, director, and/or employee of Companies and/or any of its affiliates or subsidiaries. The foregoing release shall not be construed as a waiver of future claims by Companies arising from Xxxxxxx'x conduct after the Effective Date of this Agreement or with respect to his obligations to Companies under the confidentiality and non-competition contained in the Employment Agreement and any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding undertakings of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released Xxxxxxx pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12Agreement.

Releases. (a) Each Signing Stockholder acknowledges that the agreements set forth in this Section 8.12 are As a condition material inducement to Buyer's obligation to purchase the Purchased Assets pursuant to enter into this Agreement, the Employee hereby knowingly and voluntarily, fully and finally releases, acquits and forever discharges the Company and FHC, affiliates thereof, and their past and present officers, directors, shareholders, partners, trustees, beneficiaries, managers, employees, attorneys, agents, successors or assigns (the "Company Released Parties"), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, that Buyer is relying on this Section 8.12 he had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in consummating such purchase.any way to the Employee's employment relationship with the Company or the termination thereof, or the termination of the Employment Agreement (including without limitation the Age Discrimination Act). Notwithstanding the generality of the foregoing, nothing contained herein shall release the Company of FHC or in any way impair the Employee's rights to insurance coverage or reimbursement or indemnification from the Company or FHC arising from or relating in any way to the Employee's service as an employee, officer or director as provided by law or (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending As a material inducement to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to enter into this Agreement, hereby agrees as follows: (i) Each Signing Stockholdereach of the Company and FHC, on its behalf and that of such Signing Stockholder its affiliates and each of such Signing Stockholder's Affiliates, hereby releases their officers and forever discharges the Buyer and SFX, and each of their respective individual, joint or mutual, past, present and future directors, officers, agents employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiaries, successors and assigns (collectivelyin their capacity as officers or directors of the Company or FHC) likewise hereby knowingly and voluntarily, fully and finally releases, acquits, and forever discharges the Employee and his agents, employees, successors, heirs, beneficiaries or assigns (the "ReleaseesEmployee Released Parties") from any and all claims, charges, complaints, liens, demands, proceedings, causes of action, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contractsdamages and liabilities, agreementsKNOWN OR UNKNOWN, debts and liabilities whatsoeverSUSPECTED OR UNSUSPECTED, whether known or unknownthat it had, suspected or unsuspected, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter claim to have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or Employee Released Parties arising out of or relating in any matter, cause or event occurring contemporaneously with or prior way to the Closing DateEmployee's relationship with the Company or FHC as an employee, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending onpreviously asserted before any state or federal court or before any state, federal or asserted afterregulatory agency or governmental entity. Notwithstanding the generality of the foregoing, the Closing Date; provided, however, that nothing contained herein shall operate release the Employee from any claim relating to release the breach by the Employee of any obligations of Buyer confidentiality agreements with the Company or SFX arising under this Agreement FHC or any Closing Documents of its affiliates or proximately caused the obligations set forth herein, or set forth in provisions of the Employment Agreement preserved by Buyer's or SFX's willful, fraudulent or grossly negligent actsparagraph 1(b) hereof. (iic) Each Signing Stockholder hereby irrevocably covenants to refrain fromof the Company, directly or indirectlyFHC and the Employee acknowledges that such party has been advised by legal counsel regarding, asserting any claim or demandis familiar with and expressly waives all rights afforded by Section 1542 of the Civil Code of the State of California ("Section 1542"), or commencing, instituting or causing to be commenced, any proceeding statute of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without similar effect in any way limiting other jurisdiction in which any action might be brought, with respect to the claims described in paragraphs (a) and (b) of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this 4. Section 8.12.1542 states as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE

Releases. (a) Each Signing Stockholder acknowledges that Effective upon the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this AgreementClosing, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing StockholderSeller, on behalf of such Signing Stockholder itself, its Affiliates and each of such Signing Stockholder's Affiliates, hereby releases and forever discharges the Buyer and SFX, and each of their respective individualbeneficiaries, joint or mutualheirs, pastexecutors, present and future directors, officers, employees, agents, consultants, advisors, representatives, stockholders, controlling persons, subsidiariesadministrators, successors and assigns (collectively, "Releasees"the “Seller Releasing Parties”) forever remises, releases and discharges the Company, Purchaser and their respective successors, assigns, officers, directors, and employees (and each of their respective heirs, executors and administrators acting in such capacities) (collectively, the “Purchaser and Company Released Parties”), of and from any and all claims, demandsactions, proceedingsmatters, causes of action, awardsin Law or in equity, decisionsLiabilities, injunctionssuits, judgmentsproceedings, ordersarbitrations, rulingsmediations or other investigations, subpoenasdebts, verdictsLiens, obligationsContracts, contractspromises, agreementsaccounts, debts and liabilities sums of money, reckonings, bonds, bills, demands, damages, losses, costs, or expenses, whether direct or derivative, of any nature whatsoever, whether a claim, defense or offset, known or unknown, suspected fixed or unsuspectedcontingent, both at law and in equityincluding any claim for indemnification or contribution (collectively, which each of the Signing Stockholders “Claims”) that the Seller Releasing Parties, or any of their respective Affiliates them, now hashas or ever had, have ever had or hereafter can, shall or may hereafter have against the respective Releasees arising contemporaneously with have, for, upon or prior to the Closing Date or on account of or arising out by reason of any matter, cause or event occurring contemporaneously with thing whatsoever, against Purchaser and Company Released Parties, and each of them, so long as the matter, cause or thing giving rise to such Claim occurred at or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating relates to claims pending on, or asserted after, the Closing Date; providedor any period from the beginning of time through the Closing, however, that nothing contained herein shall operate to release other than any Claims on account of Purchaser’s obligations of Buyer or SFX arising under this Agreement and any Purchaser Document. Each Seller Releasing Party covenants and agrees that such Seller Releasing Party shall not commence, join in, or in any Closing Documents manner seek relief through any suit arising out of, based upon or proximately caused relating to any Claim released hereunder, or in any manner (including by Buyer's way of defense or SFX's willfuloffset) assert or cause or assist another to assert any Claims released hereunder. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION 6.4 TO THE CONTRARY, fraudulent or grossly negligent actsNOTHING HEREIN SHALL BE DEEMED TO RELEASE, WAIVE, MODIFY, AMEND, OR OTHERWISE AFFECT THE RIGHTS OR THE OBLIGATIONS, COVENANTS, OR COMMITMENTS OF SELLER RELEASING PARTIES OR PURCHASER AND COMPANY RELEASED PARTIES UNDER THIS AGREEMENT. (iib) Each Signing Stockholder hereby irrevocably covenants Seller Releasing Party acknowledges, represents, and warrants that such Seller Releasing Party has had adequate disclosure of all facts necessary to refrain frommake a knowing release of all Claims released hereunder. Effective for all purposes as of the Closing, directly each Seller Releasing Party waives and relinquishes any rights and benefits that such Seller Releasing Party may have under any statute or indirectlycommon law principle of any jurisdiction which provides, asserting any claim generally, that a general release does not extend to claims that a creditor does not know or demandsuspect to exist in such Seller Releasing Party’s favor at the time of executing this Agreement, which if known by such Seller Releasing Party must have materially affected such Seller Releasing Party’s settlement with the debtor. Each Seller Releasing Party acknowledges that such Seller Releasing Party may hereafter discover facts in addition to or commencing, instituting different from those which such Seller Releasing Party now knows or causing believes to be commencedtrue with respect to the subject matter of this Section 6.4, but it is each such Seller Releasing Party’s intention to fully and finally and forever settle and release any proceeding and all matters, disputes and differences, known or unknown, suspected and unsuspected, which now exist, may exist or heretofore have existed between any Seller Releasing Party and any Purchaser and Company Released Party with respect to the subject matter of this Section 6.4 (subject to the exceptions set forth in this Section 6.4). In furtherance of this intention, the releases herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any kind against such additional or different facts. Each Seller Releasing Party covenants that such Seller Releasing Party has not assigned any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any Claims which are the subject of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.126.4.

Releases. (a) Each Signing Stockholder acknowledges that As of the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase the Purchased Assets pursuant to this AgreementClosing, each Seller hereby fully and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholderirrevocably releases, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's Affiliates, hereby releases acquits and forever discharges the Buyer Company and SFXthe Subsidiaries, and each of their respective individual, joint or mutual, past, present and future officers, directors, officerspartners, general partners, limited partners, managing directors, members, stockholders, trustees, representatives, employees, principals, agents, consultantsAffiliates, advisorsparents, subsidiaries (direct and indirect), joint ventures, predecessors, successors, assigns, beneficiaries, heirs, executors, personal or legal representatives, stockholders, controlling persons, subsidiaries, successors insurers and assigns (collectively, "Releasees") attorneys of any of them from any and all actions, claims, demandscounterclaims, proceedingssuits, causes of action, awards, decisions, injunctions, judgments, ordersdamages, rulingsdemands and liabilities, subpoenasof every kind and nature whatsoever, verdictsincluding taxes (including taxes under Sections 409A and 4999 of the Code), obligationspast, contractspresent or future, agreements, debts and liabilities whatsoeverat law or in equity, whether known or unknown, suspected contingent or unsuspectedotherwise, both at law and in equity, which each of the Signing Stockholders or any of their respective Affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior relating to the Closing Date or on account of or arising out of the ownership or acquisition of the Initial Closing Shares, Ricci Shares or Option Shares or the business and affairs of the Company and the Subsidiaries, in each case, which any mattersuch Seller had, cause has or event occurring contemporaneously with or prior to may have had at any time in the past until and including the Closing Date, includingincluding any claims regarding the allocation and distribution of the Purchase Price (collectively, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after“Released Claims”). Notwithstanding the foregoing, the Closing Date; provided, however, that nothing contained herein Released Claims shall operate to release any obligations of Buyer or SFX arising under this Agreement not include (i) exculpation and indemnification rights set forth in the Company’s or any Closing Documents Subsidiary’s charter documents or proximately caused by Buyer's or SFX's willfulany written indemnification agreement, fraudulent or grossly negligent acts. to the extent described on the attached D&O Indemnification Schedule, (ii) Each Signing Stockholder hereby irrevocably covenants to refrain fromany amounts due such Seller for compensation or expense reimbursement, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting vested and accrued interest of such Seller in, or benefit to such Seller under, any Employee Benefit Plan, (iv) rights arising under any Transaction Document, other than any claims regarding the allocation and distribution of the Purchase Price or (v) rights under directors and remedies otherwise available to any Releaseeofficers insurance policies and Section 5.10 hereof. The releases, each Signing Stockholder shall indemnify acquittals and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or discharges in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) 5.18 are conditioned on the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf consummation of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12Closing.

Releases. (a) Each Signing Stockholder acknowledges Buyer agrees, effective upon the execution of this Agreement by each of the Parties and subject to the receipt of its Initial Class A TERP Shares in accordance with Schedule 2.01(b), on behalf of itself and its successors and assigns, to (i) rescind the Notice; (ii) release and waive any claim, to the extent known as of the date hereof, at law or equity, based on any actual or alleged Default or Event of Default (each as defined in Exchangeable Note Indenture) that exists or existed at any time from January 29, 2015 to the agreements set forth date hereof to the full extent permitted under Section 6.04 of the Indenture; (iii) release and waive all claims of every nature and description against Seller Parent, to the extent known as of the date hereof, existing through the date hereof that, directly or indirectly arise out of, are based upon or are in this Section 8.12 any manner connected with the Exchangeable Note Indenture; and (iv) release and waive all claims of every nature and description against Seller Parent, to the extent made or asserted in writing as of the date hereof that, directly or indirectly arise out of, are a condition based upon or are in any manner connected with breaches that have occurred prior to Buyer's obligation to purchase the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchasedate hereof under the 2014 PSA. (b) Each Signing Stockholder, In consideration of the agreements of Buyers contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, Seller Parent, each Seller, and intending to be legally bound, in order to induce Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing StockholderNote Issuer, on behalf of such Signing Stockholder themselves and each of such Signing Stockholder's Affiliates, hereby releases their successors and forever discharges the Buyer and SFXassigns, and each of their respective individual, joint or mutual, past, present and future former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, consultants, advisors, legal representatives, stockholdersand other representatives (Seller Parent, controlling personseach Seller, Note Issuer, and all such other Persons being referred to in this Section 6.10(b) collectively as the “Releasing Parties” and individually as a “Releasing Party”), hereby absolutely, unconditionally, and irrevocably release, remise, and forever discharge Buyers, their respective successors and assigns, and their respective present and former shareholders, members, managers, affiliates, subsidiaries, successors divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, and assigns other representatives (collectivelyBuyers and all such other Persons being referred to in this Section 6.10(b) collectively as the “Releasees” and individually as a “Releasee”), "Releasees") of and from any and all claims, demands, proceedingsactions, causes of action, awardssuits, decisionsdamages, injunctionsand any and all other claims, judgmentscounterclaims, ordersdefenses, rulingsrights of set off, subpoenas, verdicts, obligations, contracts, agreements, debts and liabilities whatsoeverwhatsoever (individually, whether a “Claim” and collectively, “Claims”) of every kind and nature, to the extent known or unknown, suspected or unsuspected, both as of the date hereof at law and or in equity, which each of the Signing Stockholders or any of their respective Affiliates Releasing Party now owns, holds, has, have ever had or may hereafter claims to have against the respective Releasees arising contemporaneously with for, upon, or by reason of any circumstance, action, cause, or thing whatsoever which arises at any time on or prior to the Closing Date date of this Agreement for or on account of or arising out of any matterof, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited in relation to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Buyer or SFX arising under this Agreement or any Closing Documents or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent acts. (ii) Each Signing Stockholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. (iii) Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) or expense (including costs of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) this Agreement, the assertion 2014 PSA, or any transactions or agreements contemplated by or on behalf referenced therein. The Releasing Parties understand, acknowledge, and agree that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of the provisions of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly fromrelease. The Releasing Parties agree that no fact, event, circumstance, evidence, or transaction which could now be asserted or which may hereafter be discovered will affect in connection withany manner the final, any assertion by or on behalf absolute, and unconditional nature of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12release set forth above.

Releases. (a) Each Signing Stockholder acknowledges that As of the agreements set forth in this Section 8.12 are a condition to Buyer's obligation to purchase Closing, Buyer and its Subsidiaries (including, as of immediately following the Purchased Assets pursuant to this Agreement, and that Buyer is relying on this Section 8.12 in consummating such purchase. (b) Each Signing Stockholder, for good and valuable considerationClosing, the receipt and sufficiency of which is hereby acknowledgedAcquired Group Companies) (each, and intending to be legally bound, in order to induce a “Releasing Buyer to purchase the Purchased Assets pursuant to this Agreement, hereby agrees as follows: (i) Each Signing Stockholder, on behalf of such Signing Stockholder and each of such Signing Stockholder's AffiliatesPerson”), hereby releases and forever discharges the Buyer and SFX, Seller and each of their its respective individualAffiliates, joint successors, assigns, former, current or mutual, past, present and future directors, officers, employees, agents, consultants, advisors, representatives, direct or indirect stockholders, equity holders, controlling personspersons in each case, subsidiariessolely in their capacities as a direct or indirect equityholder of the Acquired Companies (each, successors and assigns (collectively, "Releasees"a “Released Seller Person”) from all debts, demands, causes of action, suits, covenants, torts, damages and any and all claims, demandsdefenses, proceedings, causes of action, awards, decisions, injunctionsoffsets, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, agreements, debts demands and liabilities whatsoever, whether known or unknown, suspected or unsuspectedof every name and nature, both at law and in equity, which each known or unknown, accrued or unaccrued, that have been or could have been asserted against any Released Seller Person, that any Releasing Buyer Person has or ever had, that arises out of the Signing Stockholders or in any of their respective Affiliates now hasway relates to events, have ever had circumstances or may hereafter have against the respective Releasees arising contemporaneously with actions occurring, existing or taken prior to or as of the Closing Date or on account in respect of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from SFX or Buyer, whether pursuant to contract or otherwise and whether or not matters relating to claims pending on, their direct or asserted after, indirect equity ownership of the Closing DateAcquired Group Companies; provided, however, that nothing contained herein the Parties acknowledge and agree that this Section 10.14(a) does not apply to and shall operate not constitute a release of any rights or obligations to release any obligations of Buyer or SFX the extent arising under this Agreement or any Closing Documents of the Ancillary Agreements or proximately caused by Buyer's or SFX's willful, fraudulent or grossly negligent actsclaims of Fraud. (iib) Each Signing Stockholder As of the Closing, the Seller, on behalf of itself and its Subsidiaries (excluding, as of immediately following the Closing, the Acquired Companies) (each, a Releasing Seller Person”) hereby irrevocably covenants to refrain fromreleases and forever discharges Buyer, directly the Acquired Group Companies and each of their respective Affiliates, successors, assigns, former, current or indirectlyfuture direct or indirect stockholders, asserting equity holders, controlling persons, portfolio companies, members, general or limited partners or other Representatives in each case, solely in their capacities as such (each, a “Released Buyer Person”) from all debts, demands, causes of action, suits, covenants, torts, damages and any claim and all claims, defenses, offsets, judgments, demands and liabilities whatsoever, of every name and nature, both at law and in equity, known or demandunknown, accrued or commencingunaccrued, instituting that have been or causing to be commenced, any proceeding of any kind could have been asserted against any ReleaseeReleased Buyer Person, based upon any matter purported to be released hereby. (iii) Without that Seller has or ever had, that arises out of or in any way limiting relates to events, circumstances or actions occurring, existing or taken prior to or as of the Closing Date in respect of matters relating to the Acquired Group Companies; provided, however, that the Parties acknowledge and agree that this Section 10.14(b) does not apply to and shall not constitute a release of any rights or obligations to the extent arising under this Agreement or any of the rights and remedies otherwise available to any Releasee, each Signing Stockholder shall indemnify and hold harmless each Releasee from and against all loss, liability, claim, damage (including incidental and consequential damages) Ancillary Agreements or expense (including costs claims of investigation and defense and reasonable attorney's fees), whether or not involving third party claims, arising directly or indirectly from or in connection with (A) the assertion by or on behalf of such Signing Stockholder or any of such Signing Stockholder's Affiliates of any claim or other matter purported to be released pursuant to this Section 8.12 and (B) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Signing Stockholders or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Section 8.12Fraud.