Common use of Sellers’ Release Clause in Contracts

Sellers’ Release. In exchange for receipt of the Purchase Price and effective at the Closing, each of the Sellers hereby irrevocably and unconditionally releases, acquits and forever discharges, without any additional consideration or the need for additional documentation, each of the Company and the Company Subsidiaries, their respective Affiliates, and each of their respective partners, members, managers, officers, directors, employees, counsel, agents, contractors, successors, assigns, heirs and legal and personal representatives (collectively, the “Company Released Parties”) from any and all charges, complaints, claims, suits, judgments, demands, actions, obligations or liabilities, damages, causes of action, rights, costs, loans, debts and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, known, unknown or presently unknowable, contingent or absolute, whether asserted or not, now existing or which may subsequently accrue to them in the future, emanating from, in connection with, related to or arising out of the ownership, management or operation of the business of the Company or the Company Subsidiaries prior to the Closing. In exchange for receipt of the Purchase Price and effective at the Closing, each of the Sellers hereby agrees that it shall not institute, pursue, solicit, encourage or assist any Proceeding or Proceedings (at law or in equity), suits, or claims in state or federal court against or adverse to the Company Released Parties arising from or attributable to the business of the Company or the Company Subsidiaries in connection with the foregoing. Notwithstanding anything contained in this Section 7.12(a), no release, acquittal or discharge shall be granted by any Seller to the extent such release arises out of or pertains to the obligations of Buyer or the Company pursuant to this Agreement, including any and all matters for which any Seller is entitled to indemnity under ARTICLE XI of this Agreement.

Sellers’ Release. In exchange for receipt of the Purchase Price and effective at the ClosingSeller hereby remises, each of the Sellers hereby irrevocably and unconditionally releases, acquits releases and forever discharges, without any additional consideration or the need for additional documentation, each of the Company and the Company Subsidiaries, their respective Affiliatesdischarges Buyer, and each of their respective partnersits predecessors, parents, subsidiaries, Affiliates, and the past, present and future members, managerspartners, officers, directors, employees, counsel, agents, contractorsconsultants, successorsrepresentatives, assignsattorneys, heirs and legal insurers of any of the foregoing, together with all successors and personal representatives assigns of any of the foregoing (collectively, the “Company Released Parties”"BUYER RELEASEES") of and from any and all charges, complaints, claims, suits, judgments, demands, actions, obligations or liabilities, damages, causes of action, rightsrights of action, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, loansremedies, debts reckonings, extents, responsibilities, liabilities, suits, and expenses (including attorneys’ fees and costs actually incurred)proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any nature whatsoeverjurisdiction, knownthat Seller or its successors or assigns, unknown or presently unknowable, contingent or absolute, whether asserted or notever had, now existing has, or which hereafter can, shall, or may subsequently accrue to them in have, against the futureBuyer Releasees, emanating from, in connection with, related including without limitation any of the foregoing relating to or arising out of the ownershipServicing Agreement, management or operation from the beginning of the business world through and including the date of the Company or the Company Subsidiaries prior to the Closing. In exchange for receipt of the Purchase Price and effective at the Closing, each of the Sellers hereby agrees that it shall not institute, pursue, solicit, encourage or assist any Proceeding or Proceedings this Mutual Release (at law or in equity"SELLER CLAIMS"), suits, or claims in state or federal court against or adverse to the Company Released Parties arising from or attributable to the business of the Company or the Company Subsidiaries in connection with the foregoing. Notwithstanding anything contained in this Section 7.12(a), no release, acquittal or discharge shall be granted by any Seller to the extent such release arises out of or pertains to the obligations of Buyer or the Company pursuant to this Agreement, including other than any and all matters for which any rights that Seller is entitled to indemnity may have under ARTICLE XI of this Agreement. Seller hereby expressly waives any and all laws or statutes, of any jurisdiction whatsoever, which may provide that a release does not extend to claims not known or suspected to exist at the time of executing a release which if known would have materially affected the decision to give said release. It is expressly intended and agreed that this Mutual Release does in fact extend to such unknown or unsuspected Seller Claims related to anything that has happened to the date hereof even if knowledge thereof would have materially affected the decision to give said release. Seller hereby represents and warrants to Buyer that it has not assigned, transferred or otherwise conveyed any of the Seller Claims being released herein.

Sellers’ Release. In exchange for receipt (a) Each Seller, on behalf of the Purchase Price itself and effective at the Closingsuch Seller's controlling and controlled Affiliates (each, each of the Sellers a "Releasor"), hereby irrevocably and unconditionally releases, acquits release and forever discharges, without any additional consideration or the need for additional documentation, each of discharge the Company and the Company Subsidiaries, its Subsidiaries and its and their respective AffiliatesNon-Recourse Parties in their capacities as such (each, and each of their respective partners, members, managers, officers, directors, employees, counsel, agents, contractors, successors, assigns, heirs and legal and personal representatives (collectively, the “Company Released Parties”a "Releasee") from any and all charges, complaints, claims, suits, judgments, demands, actions, obligations or liabilities, damagesProceedings, causes of action, rightsContracts, costs, loans, debts Losses and expenses Liabilities whatsoever (including reasonable attorneys’ fees ' fees) and costs actually incurredall consequences thereof, at Law or in equity, which a Seller or other Releasor now has, has ever had or may hereafter have against any Releasee arising contemporaneously with or prior to the Closing in their capacity as an equityholder of the Company or otherwise with respect to their investment in the Company and its Subsidiaries (collectively, "Released Claims"); provided, however, that nothing contained herein will operate to release, and the Released Claims will not include, any claims, demands, Proceedings, causes of action, Contracts, Losses or Liabilities whatsoever (including reasonable attorneys' fees) or any consequences thereof, at Law or in equity, (i) arising under this Agreement or the Ancillary Documents, (ii) for indemnification or exculpation (or under related insurance) in accordance with the organizational documents of the Company or its Subsidiaries, or (iii) available to any Seller under an employment agreement with the Company or its Subsidiaries or for any compensation and benefits earned in the Ordinary Course of Business and unpaid as of the Closing Date (the foregoing clauses (i), (ii) and (iii), each, an "Excluded Claim"). Each Seller, on behalf of any nature whatsoeveritself and such Seller's other Releasors, knownagrees that this release shall act as a release of all Released Claims, unknown whether such Released Claims are currently known or presently unknowableunknown, foreseen or unforeseen, contingent or absolute, whether asserted or notunasserted, now existing and each Seller, on behalf of itself and such Seller's other Releasors, intentionally and specifically waives any statute or rule which may subsequently accrue prohibit the release of future rights or a release with respect to unknown claims. The Releasees are intended third-party beneficiaries of this release, and this release may be enforced by each of them in accordance with the future, emanating from, terms hereof in connection with, related to or arising out respect of the ownership, management rights granted to such Releasees hereunder. If any provision of this release is held invalid or operation of the business of the Company or the Company Subsidiaries prior to the Closing. In exchange for receipt of the Purchase Price and effective at the Closing, each of the Sellers hereby agrees that it shall not institute, pursue, solicit, encourage or assist any Proceeding or Proceedings (at law or in equity), suits, or claims in state or federal court against or adverse to the Company Released Parties arising from or attributable to the business of the Company or the Company Subsidiaries in connection with the foregoing. Notwithstanding anything contained in this Section 7.12(a), no release, acquittal or discharge shall be granted unenforceable by any Seller to court of competent jurisdiction, the extent such release arises out of or pertains to the obligations of Buyer or the Company pursuant to this Agreement, including any and all matters for which any Seller is entitled to indemnity under ARTICLE XI other provisions of this Agreementrelease will remain in full force and effect.

Sellers’ Release. In exchange for receipt (a) Except as noted on Schedule 13.11 or as otherwise noted herein, Seller does hereby, on behalf of Seller and Seller’s agents, representatives, attorneys, assigns, heirs, executors and administrators (collectively, the Purchase Price and effective at the Closing, each of the Sellers hereby irrevocably and unconditionally releases, acquits and forever discharges, without any additional consideration or the need for additional documentation, each of “Seller Parties”) RELEASE AND FOREVER DISCHARGE the Company and the Company SubsidiariesBuyer, and their respective AffiliatesRelated Persons, and each of their respective partnersparents, joint ventures, officers, directors, shareholders, interest holders, members, managers, officers, directors, employees, counselconsultants, agentsrepresentatives, contractors, successors, successors and assigns, heirs heirs, executors and legal and personal representatives administrators (collectively, the “Company Released Parties”) from any and all charges, complaints, claims, suits, judgments, demands, actions, obligations or liabilities, damages, causes of action, rightssuits, costsdebts, loansclaims and demands whatsoever at law, debts and expenses in equity or otherwise, which Seller or any of the Seller Parties ever had, now has, or hereafter may have, arising contemporaneously with or prior to the Closing Date from or relating in any way to Seller’s status as a shareholder, employee, investor, lender or debtor of the Company (including any right to indemnification or contribution from the Company (whether statutory (including the Delaware Business Corporation Act), common law, pursuant to the Company’s organizational documents or otherwise)), any agreement between Seller and the Company or any Related Person of the Company, and any claims for reasonable attorneys’ fees and costs actually incurred)costs, of but not including such claims to payments and other rights provided to such Seller Party under this Agreement or the Other Transaction Documents contemplated herein or any nature whatsoever, known, unknown or presently unknowable, contingent or absolute, whether asserted or not, now existing or which may subsequently accrue to them in the future, emanating from, in connection with, related to or arising out of the ownershipagreements set forth on Schedule 13.11(a) hereto; provided, management however, nothing contained herein shall operate to release any obligation of Buyer, its Representatives or operation ACT under this Agreement or any of the business of the Company or the Company Subsidiaries prior to the ClosingOther Transaction Documents. In exchange for receipt of the Purchase Price and effective at the Closing, each of the Sellers hereby agrees that it shall not institute, pursue, solicit, encourage or assist any Proceeding or Proceedings (at law or in equity), suits, or claims in state or federal court against or adverse to the Company Released Parties arising from or attributable to the business of the Company or the Company Subsidiaries in connection with the foregoing. Notwithstanding anything The release contained in this Section 7.12(a), no release, acquittal or discharge shall be granted by any Seller 13.11(a) is effective without regard to the extent legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort. Except as specifically provided herein, it is expressly understood and agreed that this release arises out shall operate as a clear and unequivocal waiver by Seller of any claim for accrued or pertains unpaid wages, benefits or any other type of payment whatsoever. Notwithstanding anything to the contrary contained herein and for the avoidance of doubt, Seller is not releasing Company, Buyer, ACT or any other Person for any matters, obligations of Buyer or otherwise related to this Agreement, the Other Transaction Documents, the Convertible Note, or the Company shares of Series D Stock issued or to be issued, or for matters arising from relationships (whether as an employee, shareholder or creditor) created pursuant to this Agreement, including the Convertible Note, or any Other Transaction Documents. Seller and all matters for which the Seller Parties agree never to bring (or cause or permit to be brought) any action or proceeding against the Company or any other Company Party regarding Seller’s status as a shareholder, employee, director, investor, lender or debtor of the Company at any time prior to the Closing, agreements with the Company or any Related Person of the Company that relate to Seller’s status as a shareholder, employee, director, investor, lender or debtor of the Company (including, without limitation, the agreements set forth on Schedule 13.11(b) hereto) at any time prior to the Closing(except to the extent of any claim not released pursuant to Section 13(a)), or any claim released pursuant to Section 13.11(a). Seller is entitled agrees that in the event that any claim, suit or action released pursuant to indemnity under ARTICLE XI Section 13.11(a) shall be commenced by him or any of this Agreementthe Seller Parties against the Company or any other Company Party, the release contained in Section 13.11(a) shall constitute a complete defense to any such claim, suit or action so instituted.

Sellers’ Release. In exchange for receipt As of the Purchase Price and effective at the ClosingEffective Time, each of Seller hereby forever fully and irrevocably releases and discharges the Sellers hereby irrevocably and unconditionally releasesPurchaser, acquits and forever discharges, without any additional consideration or the need for additional documentation, each of the Company and the Company Subsidiaries, their respective Affiliatespredecessors, successors, direct or indirect subsidiaries and each of their respective partnerspast and present stockholders, membersmembers (direct and indirect), managers, directors, officers, directors, employees, counsel, agents, contractors, successors, assigns, heirs and legal and personal representatives (collectively, the “Company Released Parties”) from any and all chargesactions, complaintssuits, claims, suitsdemands, debts, promises, judgments, demands, actions, liabilities or obligations of any kind whatsoever in law or liabilities, damages, equity and causes of actionaction of every kind and nature, rightsor otherwise (including claims for damages, costs, loansexpenses, debts and expenses (including attorneys’, brokers’ and accountants’ fees and costs actually incurred), of any nature whatsoever, known, unknown or presently unknowable, contingent or absolute, whether asserted or not, now existing or which may subsequently accrue to them in the future, emanating from, in connection with, related to or expenses) arising out of or related to the ownershipCompany, management the EFT Business or operation such Seller’s respective ownership of equity in the Company, which such Seller can, shall or may have against the Released Parties, whether known or unknown, suspected or unanticipated as well as anticipated and that now exist or may hereinafter accrue based on matters now known as well as unknown (collectively, the “Released Claims”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any proceeding of any kind before any Governmental Authority, against any Released Party based upon any Released Claim. Notwithstanding the preceding sentence of this Section 8.6, “Released Claims” does not include, and the provisions of this Section 8.6 shall not release or otherwise diminish, (a) the obligations of the business Purchaser expressly set forth in any provisions of this Agreement, the obligations of the Purchaser and Parent expressly set forth in any provisions of the Seller Note, and the obligations of Parent expressly set forth in any provisions of the Ancillary Agreements, (b) the obligations of the Company to indemnify, defend and hold harmless its directors, managers, officers and employees under the Company’s certificate of incorporation or the Company Subsidiaries prior to the Closing. In exchange for receipt of the Purchase Price bylaws and effective at the Closing, each of the Sellers hereby agrees that it shall not institute, pursue, solicit, encourage applicable Law or assist any Proceeding or Proceedings (at law or in equity), suits, or claims in state or federal court against or adverse to the Company Released Parties arising from or attributable to the business of the Company or the Company Subsidiaries in connection with the foregoing. Notwithstanding anything contained in this Section 7.12(a), no release, acquittal or discharge shall be granted by any Seller to the extent such release arises out of or pertains to c) the obligations of Buyer or the Company pursuant to this Agreement, including any and all matters for which insurer under any Seller is entitled to indemnity under ARTICLE XI of this Agreementinsurance policy.

Sellers’ Release. In exchange (a) Except for receipt the obligations created by this Agreement and that certain Joinder Agreement by and between Seller and Xxxxx Xxxxxx of the Purchase Price even date herewith, Seller and effective at the Closinghis successors, each of the Sellers heirs and assigns, do hereby irrevocably and unconditionally releasesabsolutely, acquits fully and forever dischargesrelease, without any additional consideration or the need for additional documentationrelieve, each of waive, relinquish, absolve, acquit and discharge Buyer and the Company and the Company Subsidiaries, their respective Affiliates, and each of their respective partnersmanagers, members, managers, officers, directors, employees, counsel, agents, contractors, successors, assigns, heirs agents and legal representatives of and personal representatives (collectively, the “Company Released Parties”) from any and all charges, complaints, manner of claims, suits, judgments, demands, actionspromises, obligations cause or liabilities, damages, causes of action, rightsaction or actions, suits, debts, liabilities, obligations, costs, loansexpenses, debts sums of money, controversies, damages, accounts, reckonings and expenses (including attorneys’ fees and costs actually incurred), liens of any every kind or nature whatsoever, knownwhether mature, unknown contingent, direct, derivative, subrogated, personal, assigned, discovered, undiscovered, suspected, unsuspected or presently unknowableotherwise, contingent which they have, may have or absolutehave owned, whether asserted or notheld at any time by reason of any matter, now existing cause or which may subsequently accrue thing whatsoever from the beginning of time to them the date hereof in the futureany way arising out of or relating to, emanating from, or in connection with, related the Company's operations, Seller's ownership of membership interest in the Company, Seller's employment by the Company, Seller's relationship with the Company, or Seller's relationship with Buyer. 8 (b) Seller acknowledges and agrees that the release set forth in Section 6.8(a) above is a full and final release applying not only to all claims that are presently known, anticipated, or arising out of disclosed, but also to all claims that are presently unknown, unanticipated, and undisclosed. SELLER HEREBY WAIVES ANY AND ALL RIGHTS OR BENEFITS THAT HE MAY NOW HAVE OR MAY HAVE IN THE FUTURE REGARDING CLAIMS, UNDER THE TERMS OF CALIFORNIA CIVIL CODE SECTION 1542 ("Section 1542"), WHICH PROVIDES AS FOLLOWS: "A general release does not extend to claims which the ownership, management creditor does not know or operation of the business of the Company suspect to exist in his or the Company Subsidiaries prior to the Closing. In exchange for receipt of the Purchase Price and effective her favor at the Closingtime of executing the release, each which if known by him or her must have materially affected his or her settlement with the debtor." Seller, being aware of the Sellers Section 1542, hereby agrees that it shall not institute, pursue, solicit, encourage expressly waives and relinquishes any rights or assist any Proceeding benefits he has or Proceedings (at law or in equity), suits, or claims in state or federal court against or adverse to the Company Released Parties arising from or attributable to the business of the Company or the Company Subsidiaries may have thereunder in connection with the foregoingrelease provided herein, as well as under any other statute or common law principle of similar effect. Notwithstanding anything contained in this Section 7.12(a), no release, acquittal or discharge shall be granted by any Seller to the extent such release arises out of or pertains to the obligations of Buyer or the Company pursuant to this Agreement, including any and all matters for which any Seller is entitled to indemnity under ARTICLE XI of this Agreement6.9.

Sellers’ Release. In exchange for receipt For and in consideration of the Final Purchase Price to be received directly or indirectly by the Sellers under this Agreement, from and effective at after the Closing, each of the Sellers Seller hereby irrevocably and unconditionally releases, acquits and forever discharges, without any additional consideration or the need for additional documentation, each of discharges the Company and the Company Subsidiariesits Affiliates, and their respective Affiliates’ present, former and each of their respective partners, future members, managers, officers, directors, employees, counselattorneys, agents, contractorsRepresentatives, successorstrustees, assignsand employees and each of their respective heirs, heirs executors, administrators, successors and legal assigns (each a “Released Party”), of and personal representatives (collectively, the “Company Released Parties”) from any and all charges, complaints, claims, suits, judgments, demands, manner of action or actions, obligations cause or liabilities, damages, causes of action, demands, rights, assessments, levies, losses, fines, liabilities, payments, penalties, damages, interest, damages, debts, dues, sums of money, accounts, reckonings, costs, loansexpenses, debts responsibilities, covenants, contracts, controversies, agreements and expenses Claims whatsoever, whether known or unknown, of every name and nature, both in law and in equity (including attorneys’ fees and costs actually incurredeach a “Released Claim”), of any nature whatsoeverwhich such Seller or such Seller’s heirs, knownexecutors, unknown administrators, successors or presently unknowable, contingent or absolute, whether asserted or notassigns (each a “Releasor Party”) ever had, now existing has, or which hereafter may subsequently accrue to them in the future, emanating fromhave or shall have against any Released Party, in connection witheach case, related to or arising out of the ownershipany matters, management causes, acts, conduct, claims, circumstances or operation of the business of the Company events occurring or the Company Subsidiaries failing to occur or conditions existing, prior to the ClosingEffective Time. In exchange for receipt executing this Agreement, each Releasor Party acknowledges and intends that this Agreement shall be effective as a bar to each and every one of the Purchase Price Released Claims. Notwithstanding the foregoing, the following are expressly excluded from “Released Claims” and effective at no Releasor Party is obligated to release such Releasor Party’s rights and interests (i) under the Closing, each Transaction Documents or any other agreement entered into with the Purchaser or an Affiliate of the Sellers hereby agrees that it shall not institute, pursue, solicit, encourage or assist any Proceeding or Proceedings (at law or in equity), suits, or claims in state or federal court against or adverse to the Company Released Parties arising from or attributable to the business of the Company or the Company Subsidiaries Purchaser in connection with the foregoing. Notwithstanding anything contained Contemplated Transactions, (ii) with respect to any Releasor Party who is an employee or manager of the Company, (1) for any compensation or benefit for services rendered to the Company that remain unpaid or unawarded (including rights to payment for salary, bonuses, commissions and vacation pay, earned and unpaid as of the date hereof and any claim for accrued, vested benefits under any tax qualified retirement plan or employee welfare benefit plan of the Company in this Section 7.12(aaccordance with plan terms and applicable law), no release, acquittal or discharge shall be granted by any Seller in each case only to the extent accrued for in the Final Net Working Capital or Final Indebtedness, (2) under any agreement entered into with the Company in connection with such release arises out of Releasor Party’s employment with or pertains service for the Company to the obligations extent accrued for in the Final Net Working Capital or Final Indebtedness, or (3) for any rights to indemnification or advancement of Buyer or expenses that such Releasor Party has under the Company terms of the Company’s Charter and Governing Documents (subject to the limitations under Section 5.9(b)), and (iii) under any insurance policies. Information marked “[***]” has been omitted pursuant to this Agreement, including any Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and all matters for which any Seller (ii) is entitled to indemnity under ARTICLE XI the type of this Agreementinformation the registrant treats as private or confidential.

Sellers’ Release. In exchange for receipt Effective on and as of the Purchase Price and effective at the Closing, each of the Sellers Sellers, for itself and its Affiliates and its and their respective successor and assigns, hereby unconditionally and irrevocably and unconditionally releasesrelease, acquits waive and forever discharges, without any additional consideration or the need for additional documentation, each of discharge Buyer and the Company and the Company Subsidiaries, their respective Affiliates, Affiliates and each of their respective partnersagents, membersemployees, managersrepresentatives, officers, directors, employeesmanagers, counselpast and present, agentsand the heirs, contractors, successors, assigns, heirs successors and legal and personal representatives assigns of all of the foregoing (collectively, the “Company Buyer Released Parties”) ), from any and all chargesagreements, complaintsarrangements, debts, liabilities, claims, suits, judgments, demands, actionslosses, obligations or liabilities, damages, actions and causes of action, rightssuits, costs, loans, debts judgments and expenses (including attorneys’ fees and costs actually incurred), controversies of any nature whatsoever, known, unknown kind whatsoever (whether known or presently unknowableunknown, contingent or absolutefixed, whether asserted accrued or not, now existing or which may subsequently accrue to them in the future, emanating from, unaccrued) in connection with, with or otherwise related to or arising out of the ownership, management or operation of the business of the Company or its business (other than claims by Sellers for indemnification which Sellers are entitled to make pursuant to Article XI or for any liabilities or obligations of Buyer under this Agreement or for any agreements or arrangements that this Agreement expressly provides will continue after Closing) (collectively, the Company Subsidiaries prior to the Closing. In exchange for receipt of the Purchase Price and effective at the Closing, each of the Sellers hereby agrees “Buyer Released Claims”) that it shall not institute, pursue, solicit, encourage or assist any Proceeding or Proceedings (at law or in equity), suits, Seller has or claims to have now or arising in state the future out of events or federal court circumstances accruing on or before the Closing Date against any or adverse to the Company all of Buyer Released Parties arising from or attributable to the business of the Company or the Company Subsidiaries in connection with the foregoing. Notwithstanding anything contained Parties; provided, however, that nothing in this Section 7.12(a)8.20 shall limit the ability of Sellers or their Affiliates to defend a claim brought by a third party by taking the position that such claim should be against one or more Buyer Released Parties rather than Sellers or their Affiliates. Each Seller further agrees not to file or bring any claim, no releasesuit, acquittal action, complaint or discharge shall be granted arbitration with respect to any Buyer Released Claim and each Seller agrees to indemnify, defend and hold harmless the Buyer Released Parties from any Buyer Released Claims brought by either Seller, Sellers’ Affiliates or any Seller to the extent such release arises out of their respective directors, officers, employees, agents, consultants or pertains to the obligations of Buyer or the Company pursuant to this Agreement, including any and all matters for which any Seller is entitled to indemnity under ARTICLE XI of this Agreementrepresentatives.

Sellers’ Release. In exchange for receipt 9.1 Effective as of the Purchase Price date hereof, Jericho Capital Corp., Jericho Capital Corp. f/b/o SEP Xxxxxxx X. Xxxxxx, and effective at Xxxxxxx X. Xxxxxx, individually, for itself or himself, (collectively the Closing"Seller Releasors"), each of the Sellers do hereby irrevocably and unconditionally releasesrelease, acquits acquit, and forever dischargesdischarge Xxxxxxx Xxxxxxxxx, without Xxxxxxx Xxxxx and Star Multi Care Services, Inc. and any additional consideration parent, subsidiary or affiliate corporation, partnership, limited liability company, proprietorship, trust, any Affiliate or other form of business entity related directly or indirectly to the need for additional documentation, each of the Company and the Company Subsidiaries, their respective Affiliatesforegoing, and each of their respective heirs, administrators, executors, beneficiaries, legatees, devisees, trusts, trustees, insurers, attorneys, experts, consultants, partners, joint venturers, members, managers, officers, directors, shareholders, employees, counselcontractors, alter egos, agents, contractorsrepresentatives, successorspredecessors, assigns, heirs successors and legal assigns (collectively the "Buyer Releasees") of and personal representatives (collectively, the “Company Released Parties”) from any and all charges, complaints, claims, suits, judgments, demands, actions, obligations or liabilities, damages, causes of action, rightsjudgments, awards, costs, loansexpenses, debts attorneys' fees, debts, obligations, promises, representations, warranties, demands, acts, omissions, rights and expenses (including attorneys’ fees and costs actually incurred)liabilities, of any kind and nature whatsoever, knownincluding but not limited to those at law, unknown or presently unknowablein equity, contingent or absolutein tort, in contract, whether or not asserted to date, and whether known or notunknown, now existing suspected or unsuspected, which have arisen, are arising, or may subsequently accrue to them in the futurefuture arise, emanating directly or indirectly, from, in connection withor any other matter or transaction of any kind or nature undertaken thereunder from the beginning of time until the date hereof (the matters referred to above being hereinafter referred to as the "Buyer Released Claims"); provided, related to or arising out of the ownershiphowever, management or operation of the business of the Company or the Company Subsidiaries prior to the Closing. In exchange for receipt of the Purchase Price and effective at the Closing, each of the Sellers hereby agrees that it shall not institute, pursue, solicit, encourage or assist any Proceeding or Proceedings (at law or in equity), suits, or claims in state or federal court against or adverse to the Company Released Parties arising from or attributable to the business of the Company or the Company Subsidiaries in connection with the foregoing. Notwithstanding anything contained nothing in this Section 7.12(a), no release, acquittal or discharge Release shall be granted by release Buyer Releasees from any Seller to the extent such release arises out of or pertains to the its obligations of Buyer or the Company pursuant to under this Agreement, including any and all matters for which any Seller is entitled to indemnity under ARTICLE XI of this Stock Purchase Agreement.

Sellers’ Release. In exchange for receipt As of the Purchase Price Closing, and effective at to the Closingfullest extent allowed by law, each of the Sellers hereby irrevocably Sellers, on its own behalf and unconditionally releases, acquits and forever discharges, without any additional consideration or the need for additional documentation, on behalf of each of the Company and the Company Subsidiaries, their respective its Affiliates, and and, to the extent permitted by law, on behalf of each of their respective partnerspredecessors, membersheirs, managersbeneficiaries, officerstrustees, directorsprincipals, agents, employees, counsel, agentsrepresentatives, contractors, successors, assigns, heirs servants, attorneys and legal and personal representatives other professionals, officers, directors, members, partners, subsidiaries, stockholders (collectively, the “Company Xxxxxxxxx Releasing Parties”) hereby jointly and severally irrevocably, perpetually and forever releases and discharges each of the Medtronic Parties and each of its Affiliates and their respective predecessors, principals, agents, employees, representatives, contractors, successors, assigns, servants, attorneys and other professionals, officers, directors, members, partners, subsidiaries, stockholders (collectively, the “Medtronic Released Parties”) from any and all charges, complaints, claims, suits, judgments, demands, actions, obligations or liabilities, damages, causes of action, rights, costs, loans, debts and expenses (including attorneys’ fees and costs actually incurred), Encumbrances in favor of any nature whatsoeverof the Xxxxxxxxx Releasing Parties on the assets of the Medtronic Released Parties and from any and all Actions and Liabilities of any nature, knownin each case whether known or unknown, unknown against them that any of the Xxxxxxxxx Releasing Parties, or presently unknowableanyone claiming through or under them, contingent or absolute, whether asserted or notever had, now existing has or which hereafter can or may subsequently accrue to them in the futureever have for, emanating frombased upon, arising out of, or in connection with, related to any matter, act, fact, cause, or thing before the Closing, including anything that was or could have been alleged or asserted in the Litigation or any malicious prosecution or similar claim arising out of the ownershipLitigation, management or operation of the business of the Company or the Company Subsidiaries prior to the Closing. In exchange except in all cases for receipt of the Purchase Price Encumbrances, Actions and effective at the ClosingLiabilities based upon, each of the Sellers hereby agrees that it shall not institute, pursue, solicit, encourage or assist any Proceeding or Proceedings (at law or in equity), suitsarising out of, or claims in state or federal court against or adverse to the Company Released Parties arising from or attributable to the business of the Company or the Company Subsidiaries in connection with the foregoing. Notwithstanding anything contained in this Section 7.12(a), no release, acquittal or discharge shall be granted by any Seller to the extent such release arises out of or pertains to the obligations of Buyer or the Company pursuant to this This Agreement, including any Losses. Each of the Xxxxxxxxx Releasing Parties hereby jointly and severally irrevocably, perpetually and forever releases and discharges each of the Medtronic Released Parties’ insurers with respect to any Encumbrances, Actions and Liabilities to which the Xxxxxxxxx Releasing Parties release the Medtronic Released Parties in this Section 11.2. This Agreement is not an acknowledgement of liability of any Party but is entered into to resolve all matters for which any Seller is entitled to indemnity under ARTICLE XI of this Agreementissues between the Xxxxxxxxx Releasing Parties and the Medtronic Released Parties.

Sellers’ Release. In exchange for receipt of the Purchase Price and effective at the Closing, each (a) Each of the Sellers hereby irrevocably does hereby, on behalf of himself, herself or itself and unconditionally releaseshis, acquits her or its agents, representatives, attorneys, successors and forever dischargesassigns, without any additional consideration or heirs, executors and administrators (collectively, the need for additional documentation, each of “Seller Parties”) RELEASE AND FOREVER DISCHARGE the Company and the Company SubsidiariesBuyer, and their respective AffiliatesRelated Persons, and each of their respective partnersparents, joint ventures, officers, directors, shareholders, interest holders, members, managers, officers, directors, employees, counselconsultants, agentsrepresentatives, contractors, successors, successors and assigns, heirs heirs, executors and legal and personal representatives administrators (collectively, the “Company Released Parties”) from any and all charges, complaints, claims, suits, judgments, demands, actions, obligations or liabilities, damages, causes of action, rightssuits, costsdebts, loansclaims and demands whatsoever at law, debts in equity or otherwise, which such Seller or any of the Seller Parties ever had, now has, or hereafter may have, arising contemporaneously with or prior to the Closing Date from or relating in any way to such Seller’s status as a shareholder, employee, investor, lender or debtor of the Company (excluding any right to indemnification or contribution from the Company), any agreement between such Seller and expenses (including the Company or any Related Person of the Company, and any claims for reasonable attorneys’ fees and costs actually incurred)costs, of but not including such claims to payments and other rights provided to such Seller Party under this Agreement or the Other Transaction Documents contemplated herein or any nature whatsoever, known, unknown or presently unknowable, contingent or absolute, whether asserted or not, now existing or which may subsequently accrue to them in the future, emanating from, in connection with, related to or arising out of the ownership, management or operation agreements set forth on Section 9.11(a) of the business Disclosure Schedules hereto; provided, however, nothing contained herein shall operate to release any obligation of the Company Buyer under this Agreement or the Company Subsidiaries prior to the Closing. In exchange for receipt any of the Purchase Price and effective at the Closing, each of the Sellers hereby agrees that it shall not institute, pursue, solicit, encourage or assist any Proceeding or Proceedings (at law or in equity), suits, or claims in state or federal court against or adverse to the Company Released Parties arising from or attributable to the business of the Company or the Company Subsidiaries in connection with the foregoingOther Transaction Documents. Notwithstanding anything The release contained in this Section 7.12(a), no release, acquittal or discharge shall be granted by any Seller 9.11(a) is effective without regard to the extent legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort. Except as specifically provided herein, it is expressly understood and agreed that this release arises out shall operate as a clear and unequivocal waiver by each Seller of any claim for accrued or pertains to the obligations unpaid wages, benefits or any other type of Buyer or the Company pursuant to this Agreement, including any and all matters for which any Seller is entitled to indemnity under ARTICLE XI of this Agreementpayment whatsoever.