Common use of Sellers’ Release Clause in Contracts

Sellers’ Release. (a) Each of the Sellers hereby releases and forever discharges each of the Buyer, the Company, their respective Affiliates, and the directors, officers, members, managers, partners, employees, agents and representatives of each of them (collectively, the “Releasees”), from any and all claims, allegations, Liens, lawsuits, adverse consequences, damages, losses, amounts paid in settlement, Indebtedness, deficiencies, diminution in value, disbursements, obligations, costs or demands and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, whether liquidated or unliquidated, fixed or contingent, direct or indirect or derivative, asserted or unasserted, foreseen or unforeseen, matured or unmatured, anticipated or unanticipated, that each of the Sellers now has, has ever had or may hereafter have against the respective Releasees arising prior to the Closing Date or on account of or arising out of any matter, cause or event occurring prior to the Closing Date, whether pursuant to contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date, including without limitation claims by any Seller related to such Seller’s share of the proceeds received in connection with this Agreement. (b) Each of the Sellers understands, acknowledges and agrees that the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each of the Sellers agrees that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner the final and unconditional nature of the releases set forth above. Each of the Sellers represents and warrants that it is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby, and has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any Person any such claim or any portion thereof. (c) Each of the Sellers hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises of any kind against any Releasee, based upon any matter purported to be released hereby.

Sellers’ Release. (a) Each Except for the obligations created by this Agreement and that certain Joinder Agreement by and between Seller and Xxxxx Xxxxxx of the Sellers even date herewith, Seller and his successors, heirs and assigns, do hereby releases absolutely, fully and forever discharges each of release, relieve, waive, relinquish, absolve, acquit and discharge Buyer and the Buyer, the Company, Company and their respective Affiliates, and the directors, officersmanagers, members, managers, partners, employees, agents and representatives of each of them (collectively, the “Releasees”), and from any and all manner of claims, allegationsdemands, Lienspromises, lawsuitscause or causes of action, adverse consequencesaction or actions, suits, debts, liabilities, obligations, costs, expenses, sums of money, controversies, damages, lossesaccounts, amounts paid in settlement, Indebtedness, deficiencies, diminution in value, disbursements, obligations, costs reckonings and liens of every kind or demands and liabilities nature whatsoever, whether known or unknownmature, suspected or unsuspected, both at law and in equity, whether liquidated or unliquidated, fixed or contingent, direct or indirect or direct, derivative, asserted subrogated, personal, assigned, discovered, undiscovered, suspected, unsuspected or unassertedotherwise, foreseen which they have, may have or unforeseenhave owned, matured or unmatured, anticipated or unanticipated, that each of the Sellers now has, has ever had or may hereafter have against the respective Releasees arising prior to the Closing Date or on account of or arising out held at any time by reason of any matter, cause or event occurring prior thing whatsoever from the beginning of time to the Closing Date, whether pursuant to contract date hereof in any way arising out of or otherwise, and whether or not relating to claims pending onto, or asserted afterin connection with, the Closing DateCompany's operations, including without limitation claims Seller's ownership of membership interest in the Company, Seller's employment by any Seller related to such the Company, Seller’s share of 's relationship with the proceeds received in connection Company, or Seller's relationship with this AgreementBuyer. (b) Each of the Sellers understands, Seller acknowledges and agrees that the releases release set forth in Section 6.8(a) above may be pleaded as is a full and complete defense and may be used as a basis for an injunction against any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each of the Sellers agrees that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner the final and unconditional nature of the releases set forth above. Each of the Sellers represents and warrants that it is the sole and lawful owner of all right, title and interest in and release applying not only to all of the claims released herebythat are presently known, anticipated, or 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 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." Seller, being aware of Section 1542, hereby expressly waives and relinquishes any rights or benefits he has not heretofore voluntarilyor may have thereunder in connection with the release provided herein, by operation as well as under any other statute or common law principle of law or otherwise, assigned or transferred or purported to assign or transfer to any Person any such claim or any portion thereofsimilar effect. (c) Each of the Sellers hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises of any kind against any Releasee, based upon any matter purported to be released hereby.

Sellers’ Release. (a) Each As of the Sellers hereby releases Closing, and forever discharges to the fullest extent allowed by law, each of the BuyerSellers, on its own behalf and on behalf of each of its Affiliates, and, to the Companyextent permitted by law, on behalf of each of their respective Affiliatespredecessors, heirs, beneficiaries, trustees, principals, agents, employees, representatives, contractors, successors, assigns, servants, attorneys and the directorsother professionals, officers, directors, members, managers, partners, employeessubsidiaries, agents and representatives of each of them stockholders (collectively, the “ReleaseesXxxxxxxxx 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 claimsEncumbrances in favor of any of the Xxxxxxxxx Releasing Parties on the assets of the Medtronic Released Parties and from any and all Actions and Liabilities of any nature, allegations, Liens, lawsuits, adverse consequences, damages, losses, amounts paid in settlement, Indebtedness, deficiencies, diminution in value, disbursements, obligations, costs or demands and liabilities whatsoever, each case whether known or unknown, suspected or unsuspected, both at law and in equity, whether liquidated or unliquidated, fixed or contingent, direct or indirect or derivative, asserted or unasserted, foreseen or unforeseen, matured or unmatured, anticipated or unanticipated, against them that each any of the Sellers Xxxxxxxxx Releasing Parties, or anyone claiming through or under them, ever had, now has, has ever had or hereafter can or may hereafter ever have against for, based upon, arising out of, or in connection with, any matter, act, fact, cause, or thing before the respective Releasees arising prior to Closing, including anything that was or could have been alleged or asserted in the Closing Date Litigation or on account of any malicious prosecution or similar claim arising out of any matterthe Litigation, cause or event occurring prior to the Closing Dateexcept in all cases for Encumbrances, whether pursuant to contract or otherwiseActions and Liabilities based upon, and whether or not relating to claims pending onarising out of, or asserted after, the Closing Date, including without limitation claims by any Seller related to such Seller’s share of the proceeds received in connection with this This Agreement. (b) Each of the Sellers understands, acknowledges and agrees that the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against including any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises which may be instituted, prosecuted or attempted in breach of the provisions of such releaseLosses. Each of the Sellers agrees that no factXxxxxxxxx Releasing Parties hereby jointly and severally irrevocably, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner the final perpetually and unconditional nature forever releases and discharges each of the releases set forth above. Each of the Sellers represents and warrants that it is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby, and has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer Medtronic Released Parties’ insurers with respect to any Person any such claim or any portion thereof. (c) Each 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 the Sellers hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises liability of any kind against any Releasee, based upon any matter purported Party but is entered into to be released herebyresolve all issues between the Xxxxxxxxx Releasing Parties and the Medtronic Released Parties.

Sellers’ Release. (a) Each 9.1 Effective as of the Sellers date hereof, Jericho Capital Corp., Jericho Capital Corp. f/b/o SEP Xxxxxxx X. Xxxxxx, and Xxxxxxx X. Xxxxxx, individually, for itself or himself, (collectively the "Seller Releasors"), do hereby releases release, acquit, and forever discharges discharge Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx and Star Multi Care Services, Inc. and any 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 foregoing, and each of the Buyer, the Company, their respective Affiliatesheirs, and the directorsadministrators, executors, beneficiaries, legatees, devisees, trusts, trustees, insurers, attorneys, experts, consultants, partners, joint venturers, members, officers, membersdirectors, managers, partnersshareholders, employees, agents contractors, alter egos, agents, representatives, predecessors, successors and representatives assigns (collectively the "Buyer Releasees") of each of them (collectively, the “Releasees”), and from any and all claims, allegationsactions, Lienscauses of action, lawsuitsjudgments, adverse consequencesawards, damagescosts, lossesexpenses, amounts paid in settlementattorneys' fees, Indebtedness, deficiencies, diminution in value, disbursementsdebts, obligations, costs or demands promises, representations, warranties, demands, acts, omissions, rights and liabilities liabilities, of any kind and nature whatsoever, including but not limited to those at law, in equity, in tort, in contract, whether or not asserted to date, and whether known or unknown, suspected or unsuspected, both at law and in equitywhich have arisen, whether liquidated or unliquidatedare arising, fixed or contingent, direct or indirect or derivative, asserted or unasserted, foreseen or unforeseen, matured or unmatured, anticipated or unanticipated, that each of the Sellers now has, has ever had or may hereafter have against in the respective Releasees arising prior to the Closing Date or on account of or arising out of any matter, cause or event occurring prior to the Closing Date, whether pursuant to contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date, including without limitation claims by any Seller related to such Seller’s share of the proceeds received in connection with this Agreement. (b) Each of the Sellers understands, acknowledges and agrees that the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each of the Sellers agrees that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner the final and unconditional nature of the releases set forth above. Each of the Sellers represents and warrants that it is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby, and has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any Person any such claim or any portion thereof. (c) Each of the Sellers hereby irrevocably covenants to refrain fromfuture arise, directly or indirectly, asserting any claim or demandfrom, or commencing, instituting any other matter or causing to be commenced, any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises transaction of any kind against 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, however, that nothing in this Release shall release Buyer Releasees from any Releasee, based upon any matter purported to be released herebyof its obligations under this Stock Purchase Agreement.

Sellers’ Release. (a) Each For and in consideration of the Final Purchase Price to be received directly or indirectly by the Sellers under this Agreement, from and after the Closing, each Seller hereby releases releases, acquits and forever discharges each of the BuyerCompany and its Affiliates, the Company, and their respective Affiliates’ present, former and the directors, officers, future members, managers, partnersofficers, employeesdirectors, agents attorneys, agents, Representatives, trustees, and representatives of employees and each of them their respective heirs, executors, administrators, successors and assigns (collectively, the each a “ReleaseesReleased Party”), of and from any and all claimsmanner of action or actions, allegationscause or causes of action, Liensdemands, lawsuitsrights, adverse consequencesassessments, levies, losses, fines, liabilities, payments, penalties, damages, lossesinterest, amounts paid in settlementdamages, Indebtednessdebts, deficienciesdues, diminution in valuesums of money, disbursementsaccounts, obligationsreckonings, costs or demands costs, expenses, responsibilities, covenants, contracts, controversies, agreements and liabilities Claims whatsoever, whether known or unknown, suspected or unsuspectedof every name and nature, both at in law and in equityequity (each a “Released Claim”), whether liquidated which such Seller or unliquidatedsuch Seller’s heirs, fixed executors, administrators, successors or contingentassigns (each a “Releasor Party”) ever had, direct or indirect or derivative, asserted or unasserted, foreseen or unforeseen, matured or unmatured, anticipated or unanticipated, that each of the Sellers now has, has ever had or hereafter may hereafter have or shall have against the respective Releasees arising prior to the Closing Date or on account of or any Released Party, in each case, arising out of any mattermatters, cause causes, acts, conduct, claims, circumstances or event events occurring or failing to occur or conditions existing, prior to the Closing DateEffective Time. In executing this Agreement, whether pursuant each Releasor Party acknowledges and intends that this Agreement shall be effective as a bar to contract or otherwise, each and whether or not relating to claims pending on, or asserted afterevery one of the Released Claims. Notwithstanding the foregoing, the Closing Date, including without limitation claims by following are expressly excluded from “Released Claims” and no Releasor Party is obligated to release such Releasor Party’s rights and interests (i) under the Transaction Documents or any Seller related to such Seller’s share other agreement entered into with the Purchaser or an Affiliate of the proceeds received Purchaser in connection with this Agreement. the Contemplated Transactions, (bii) Each with respect to any Releasor Party who is an employee or manager of the Sellers understandsCompany, acknowledges (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 agrees that the releases set forth above may be pleaded vacation pay, earned and unpaid as a full and complete defense and may be used as a basis for an injunction against any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each date hereof and any claim for accrued, vested benefits under any tax qualified retirement plan or employee welfare benefit plan of the Sellers agrees Company in accordance with plan terms and applicable law), 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 Releasor Party’s employment with or service for the Company to the extent accrued for in the Final Net Working Capital or Final Indebtedness, or (3) for any rights to indemnification or advancement of expenses that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner such Releasor Party has under the final and unconditional nature terms of the releases set forth aboveCompany’s Charter and Governing Documents (subject to the limitations under Section 5.9(b)), and (iii) under any insurance policies. Each Information marked “[***]” has been omitted pursuant to Item 601(b)(10)(iv) of the Sellers represents Regulation S-K because it (i) is not material and warrants that it (ii) is the sole and lawful owner type of all right, title and interest in and to all of information the claims released hereby, and has not heretofore voluntarily, by operation of law registrant treats as private or otherwise, assigned or transferred or purported to assign or transfer to any Person any such claim or any portion thereofconfidential. (c) Each of the Sellers hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises of any kind against any Releasee, based upon any matter purported to be released hereby.

Sellers’ Release. (a) Each 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 Sellers hereby releases “Seller Parties”) RELEASE AND FOREVER DISCHARGE the Company and forever discharges each of the Buyer, the Company, and their respective AffiliatesRelated Persons, and the parents, joint ventures, officers, directors, officersshareholders, interest holders, members, managers, partners, employees, agents consultants, representatives, successors and representatives of each of them assigns, heirs, executors and administrators (collectively, the “ReleaseesCompany Parties”)) from all causes of action, from suits, debts, claims and demands whatsoever at law, in equity or otherwise, which Seller or any and all claims, allegations, Liens, lawsuits, adverse consequences, damages, losses, amounts paid in settlement, Indebtedness, deficiencies, diminution in value, disbursements, obligations, costs or demands and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, whether liquidated or unliquidated, fixed or contingent, direct or indirect or derivative, asserted or unasserted, foreseen or unforeseen, matured or unmatured, anticipated or unanticipated, that each of the Sellers Seller Parties ever had, now has, has ever had or hereafter may hereafter have against the respective Releasees 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, 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 of the agreements set forth on account Schedule 13.11(a) hereto; provided, however, nothing contained herein shall operate to release any obligation of Buyer, its Representatives or arising out ACT under this Agreement or any of the Other Transaction Documents. The release contained in this Section 13.11(a) is effective without regard to the 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 mattersort. Except as specifically provided herein, it is expressly understood and agreed that this release shall operate as a clear and unequivocal waiver by Seller of any claim for accrued or 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 or otherwise related to this Agreement, the Other Transaction Documents, the Convertible Note, or the 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, the Convertible Note, or any Other Transaction Documents. Seller and the Seller Parties agree never to bring (or cause or event occurring 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 DateClosing, whether 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 contract Section 13(a)), or otherwiseany claim released pursuant to Section 13.11(a). Seller agrees that in the event that any claim, suit or action released pursuant to Section 13.11(a) shall be commenced by him or any of the 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. (b) Seller hereby covenants and agrees, on behalf of Seller and the Seller Parties, that neither Seller nor any of the Seller Parties will encourage any Person to file a lawsuit, claim or complaint against the Company or any other Company Party relating to the claims released pursuant to Section 13.11(a). Seller hereby covenants and agrees, on behalf of Seller and the Seller Parties, that neither Seller nor any of the Seller Parties will assist any Person who files or has filed a lawsuit, claim, or complaint against the Company or any other Company Party relating to the claims released pursuant to Section 13.11(a) unless Seller or any of the Seller Parties is required to render such assistance pursuant to a lawful subpoena or other legal obligation. If Seller or any of the Seller Parties is served with any such legal subpoena or becomes subject to any such legal obligation, Seller shall provide prompt written notice to Buyer thereof and enclose a copy of the subpoena and any other documents describing the legal obligation with such written notice. (c) The parties agree and acknowledge that the release of any asserted or unasserted claims against the Company and the other Company Parties pursuant to Section 13.11(a) are not and shall not be construed to be an admission of any violation of any Federal, state or local statute or regulation, or of any duty owed by the Company or any of the other Company Parties to Seller. (d) Seller acknowledges that there is a risk that after signing this Agreement he may discover losses or claims that are released under this Agreement, but that are presently unknown to him. Seller assumes this risk and understands that this release shall apply to any such losses and claims. Seller understands that this Agreement includes a full and final release covering all known and unknown, suspected or unsuspected injuries, debts, claims or damages which have arisen or may have arisen from any matters, acts, omissions or dealings released in Section 13.11(a) above. Seller acknowledges that by accepting the benefits and payments set forth in this Agreement, he assumes and waives the risk that the facts and the law may be other than as he believes. (e) The Company and Seller hereby acknowledge and agree that each agreement set forth on Schedule 13.11(b) hereto has been terminated and is of no further force and effect. (f) Seller certifies and acknowledges that he: (i) has read the terms of this Agreement and the release provided hereunder, and whether or not relating to claims pending on, or asserted after, the Closing Datethat he understands its terms and effects, including without limitation claims by the fact that he has agreed to RELEASE AND FOREVER DISCHARGE the Company and all other Company Parties from any Seller legal action or other liability of any type related in any way to such Seller’s share of the proceeds received matters released pursuant to Section 13.11(a); (ii) has signed this Agreement voluntarily and knowingly in connection exchange for the consideration described herein, which he acknowledges is adequate and satisfactory to him; and (iii) has been and is hereby advised in writing to consult with an attorney prior to signing this Agreement. (bg) Each This Section 13.11 shall be effective upon the consummation of the Sellers understands, acknowledges and agrees that the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each of the Sellers agrees that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner the final and unconditional nature of the releases set forth above. Each of the Sellers represents and warrants that it is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby, and has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any Person any such claim or any portion thereofClosing. (c) Each of the Sellers hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises of any kind against any Releasee, based upon any matter purported to be released hereby.

Sellers’ Release. (a) Each Except for the obligations created by this Agreement and that certain Joinder Agreement by and between Seller and Xxxxx Xxxxxx of the Sellers even date herewith, Seller and his successors, heirs and assigns, do hereby releases absolutely, fully and forever discharges each of release, relieve, waive, relinquish, absolve, acquit and discharge Buyer and the Buyer, the Company, Company and their respective Affiliates, and the directors, officersmanagers, members, managers, partners, employees, agents and representatives of each of them (collectively, the “Releasees”), and from any and all manner of claims, allegationsdemands, Lienspromises, lawsuitscause or causes of action, adverse consequencesaction or actions, suits, debts, liabilities, obligations, costs, expenses, sums of money, controversies, damages, lossesaccounts, amounts paid in settlement, Indebtedness, deficiencies, diminution in value, disbursements, obligations, costs reckonings and liens of every kind or demands and liabilities nature whatsoever, whether known or unknownmature, suspected or unsuspected, both at law and in equity, whether liquidated or unliquidated, fixed or contingent, direct or indirect or direct, derivative, asserted subrogated, personal, assigned, discovered, undiscovered, suspected, unsuspected or unassertedotherwise, foreseen which they have, may have or unforeseenhave owned, matured or unmatured, anticipated or unanticipated, that each of the Sellers now has, has ever had or may hereafter have against the respective Releasees arising prior to the Closing Date or on account of or arising out held at any time by reason of any matter, cause or event occurring prior thing whatsoever from the beginning of time to the Closing Date, whether pursuant to contract date hereof in any way arising out of or otherwise, and whether or not relating to claims pending onto, or asserted afterin connection with, the Closing DateCompany's operations, including without limitation claims Seller's ownership of membership interest in the Company, Seller's employment by any Seller related to such the Company, Seller’s share of 's relationship with the proceeds received in connection Company, or Seller's relationship with this Agreement. Buyer. 8 (b) Each of the Sellers understands, Seller acknowledges and agrees that the releases release set forth in Section 6.8(a) above may be pleaded as is a full and complete defense and may be used as a basis for an injunction against any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each of the Sellers agrees that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner the final and unconditional nature of the releases set forth above. Each of the Sellers represents and warrants that it is the sole and lawful owner of all right, title and interest in and release applying not only to all of the claims released herebythat are presently known, anticipated, or 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 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." Seller, being aware of Section 1542, hereby expressly waives and relinquishes any rights or benefits he has not heretofore voluntarilyor may have thereunder in connection with the release provided herein, by operation as well as under any other statute or common law principle of law or otherwise, assigned or transferred or purported to assign or transfer to any Person any such claim or any portion thereofsimilar effect. (c) Each of the Sellers hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises of any kind against any Releasee, based upon any matter purported to be released hereby.

Sellers’ Release. (a) Each As an inducement to Parent to enter into this Agreement and consummate the transactions contemplated hereby and for other good and sufficient consideration, subject to delivery by Parent of the Sellers hereby releases and forever discharges items listed in Section 1.7(b) hereof, each of the BuyerSellers, with the intention of binding himself and each of such Sellers’ heirs, executors, administrators and assigns (the “Releasors”), does hereby release, acquit and forever discharge Parent and the Company, and each of their respective past and present Affiliates, Subsidiaries, and the directorsRepresentatives, officersand all Persons acting by, membersthrough, managersunder, partners, employees, agents and representatives of each of them or in concert with such Persons (collectively, the “Releasees”), of and from any and all claimsmanner of action or actions, allegationscause or causes of action, suits, arbitrations, demands, debts, Liens, lawsuitscontracts, adverse consequencesagreements, promises, Liability, damages, losses, amounts paid in settlement, Indebtedness, deficiencies, diminution in value, disbursements, obligations, costs or demands and liabilities loss of any nature whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, whether liquidated or unliquidated, fixed or contingent, direct or indirect or direct, derivative, asserted vicarious or unassertedotherwise, foreseen whether based in contract, tort, or unforeseenother legal, matured statutory, or unmaturedequitable theory of recovery, anticipated or unanticipatedeach as though fully set forth at length herein, that each of (hereinafter, a “Claim”), which the Sellers Releasors now has, has ever had have or may hereafter have against the respective Releasees arising prior to the Closing Date Releasees, or on account any of or arising out them, by reason of any matter, cause cause, act, omission or event occurring prior to the Closing Datething whatsoever in any way arising out of, whether pursuant to contract based upon, or otherwise, and whether or not relating to claims pending onSeller’s ownership of an Equity Interest in the Company or any of its Subsidiaries or the Shares; provided, however, that nothing set forth in this Section 10.1 shall (i) affect the ability of any of the Sellers to bring a Claim under this Agreement or asserted after(ii) release, the Closing Date, including without limitation claims by acquit or discharge any rights to indemnification to which any Seller related to may be entitled under the Organizational Documents as in effect on the date hereof or under any indemnification agreement between such Seller’s share Seller and the Company or any of its Subsidiaries in existence as of the proceeds received date hereof. Notwithstanding the foregoing, nothing in connection with this Agreement shall be interpreted to release Parent from any of its obligations to Sellers under this Agreement. (b) Each of the Sellers understands, acknowledges and agrees that the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each of the Sellers agrees that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner the final and unconditional nature of the releases set forth above. Each of the Sellers Seller represents and warrants to the Company and Parent that it is the sole and lawful owner there has been no assignment or other transfer of all right, title and any interest in and to all any Claim which such Seller may have against the any of the claims released herebyReleasees, and has not heretofore voluntarilyeach Seller agrees to indemnify and hold the Releasees harmless from any Liability, by operation Claims or attorneys’ fees or expenses incurred as a result of law or otherwise, assigned or transferred or purported to assign any Person asserting any such assignment or transfer to of any Person rights or Claims under any such claim assignment or any portion thereoftransfer from such party. (c) Each Seller represents and warrants to the Company and Parent that it has not filed, nor has as of the Sellers hereby irrevocably covenants to refrain fromdate hereof, directly or indirectlyany Claims against any of the Releasees. Each Seller agrees that if such Seller hereafter commences, asserting any claim or demandjoins in, or commencing, instituting or causing to be commenced, in any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises of manner seeks relief through any kind against any Releaseesuit arising out of, based upon upon, or relating to any matter purported of the Claims released hereunder, or in any manner asserts against the Releasees any of the Claims released hereunder, including, without limitation, through any motion to be released herebyreconsider, reopen or appeal the dismissal of the suit or action, then such Seller will pay to the Releasees against whom such claim(s) is asserted, in addition to any other damages caused thereby, all expenses and costs (including, without limitation, attorneys’ fees) incurred by such Releasees in defending or otherwise responding to said Claim. (d) Notwithstanding anything to the contrary herein, the release set forth in this Section 10.1 shall have no force and effect until the Closing. (e) EACH SELLER ACKNOWLEDGES THAT HE, SHE OR IT IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES 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, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EACH SELLER, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE, SHE OR IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

Sellers’ Release. (a) Each Seller in order to induce Buyer to purchase the outstanding capital stock of the Sellers Company pursuant to the Agreement, hereby agrees as follows: 11.1 Seller, on behalf of itself, hereby releases and forever discharges the Buyer and the Company and each of the Buyer, the Company, their respective Affiliatesstockholders (individually, a "Releasee" and the directors, officers, members, managers, partners, employees, agents and representatives of each of them (collectively, the “"Releasees”), ") from any and all claims, allegationsdemands, LiensProceedings, lawsuitscauses of action, adverse consequences, damages, losses, amounts paid in settlement, Indebtedness, deficiencies, diminution in value, disbursementsOrders, obligations, costs or demands contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, whether liquidated which Seller or unliquidated, fixed or contingent, direct or indirect or derivative, asserted or unasserted, foreseen or unforeseen, matured or unmatured, anticipated or unanticipated, that each any of the Sellers its affiliates now has, 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 DateClosing, including, but not limited to, any rights to indemnification or reimbursement from the Company, whether pursuant to their respective Organizational Documents, contract or otherwise, otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, including without limitation claims by however, that nothing contained herein shall operate to release any Seller related to such Seller’s share obligations of Buyer arising under the proceeds received Agreement or any obligation which obligation has been disclosed in connection with this Agreementthe Disclosure Letter. (b) Each of the Sellers understands, acknowledges and agrees that the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each of the Sellers agrees that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner the final and unconditional nature of the releases set forth above. Each of the Sellers represents and warrants that it is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby, and has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any Person any such claim or any portion thereof. (c) Each of the Sellers 11.2 Seller hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. 11.3 Without in any way limiting any of the rights and remedies otherwise available to any Releasee, Seller 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 (i) the assertion by or on behalf of the Seller or any of its Related Persons of any claim or other matter purported to be released pursuant to this Release and (ii) 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 Seller or any of their Affiliates against such third party of any claims or other matters purported to be released pursuant to this Release.

Sellers’ Release. (a) Each As an inducement to Parent to enter into this Agreement and consummate the transactions contemplated hereby and for other good and sufficient consideration, subject to delivery by Parent of the Sellers hereby releases and forever discharges items listed in Section 1.7(b) hereof, each of the BuyerSellers, with the intention of binding himself and each of such Sellers' heirs, executors, administrators and assigns (the "Releasors"), does hereby release, acquit and forever discharge Parent and the Company, and each of their respective past and present Affiliates, Subsidiaries, and Representatives, and all Persons acting by, through, under, or in concert with such Persons (the directors, officers, members, managers, partners, employees, agents and representatives of each of them (collectively, the “"Releasees”"), of and from any and all claimsmanner of action or actions, allegationscause or causes of action, suits, arbitrations, demands, debts, Liens, lawsuitscontracts, adverse consequencesagreements, promises, Liability, damages, losses, amounts paid in settlement, Indebtedness, deficiencies, diminution in value, disbursements, obligations, costs or demands and liabilities loss of any nature whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, whether liquidated or unliquidated, fixed or contingent, direct or indirect or direct, derivative, asserted vicarious or unassertedotherwise, foreseen whether based in contract, tort, or unforeseenother legal, matured statutory, or unmaturedequitable theory of recovery, anticipated or unanticipatedeach as though fully set forth at length herein, that each of (hereinafter, a "Claim"), which the Sellers Releasors now has, has ever had have or may hereafter have against the respective Releasees arising prior to the Closing Date Releasees, or on account any of or arising out them, by reason of any matter, cause cause, act, omission or event occurring prior to the Closing Datething whatsoever in any way arising out of, whether pursuant to contract based upon, or otherwise, and whether or not relating to claims pending onSeller's ownership of an Equity Interest in the Company or any of its Subsidiaries or the Shares; provided, however, that nothing set forth in this Section 10.1 shall (i) affect the ability of any of the Sellers to bring a Claim under this Agreement or asserted after(ii) release, the Closing Date, including without limitation claims by acquit or discharge any rights to indemnification to which any Seller related to may be entitled under the Organizational Documents as in effect on the date hereof or under any indemnification agreement between such Seller’s share Seller and the Company or any of its Subsidiaries in existence as of the proceeds received date hereof. Notwithstanding the foregoing, nothing in connection with this Agreement shall be interpreted to release Parent from any of its obligations to Sellers under this Agreement. (b) Each of the Sellers understands, acknowledges and agrees that the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each of the Sellers agrees that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner the final and unconditional nature of the releases set forth above. Each of the Sellers Seller represents and warrants to the Company and Parent that it is the sole and lawful owner there has been no assignment or other transfer of all right, title and any interest in and to all any Claim which such Seller may have against the any of the claims released herebyReleasees, and has not heretofore voluntarilyeach Seller agrees to indemnify and hold the Releasees harmless from any Liability, by operation Claims or attorneys' fees or expenses incurred as a result of law or otherwise, assigned or transferred or purported to assign any Person asserting any such assignment or transfer to of any Person rights or Claims under any such claim assignment or any portion thereoftransfer from such party. (c) Each Seller represents and warrants to the Company and Parent that it has not filed, nor has as of the Sellers hereby irrevocably covenants to refrain fromdate hereof, directly or indirectlyany Claims against any of the Releasees. Each Seller agrees that if such Seller hereafter commences, asserting any claim or demandjoins in, or commencing, instituting or causing to be commenced, in any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises of manner seeks relief through any kind against any Releaseesuit arising out of, based upon upon, or relating to any matter purported of the Claims released hereunder, or in any manner asserts against the Releasees any of the Claims released hereunder, including, without limitation, through any motion to be released herebyreconsider, reopen or appeal the dismissal of the suit or action, then such Seller will pay to the Releasees against whom such claim(s) is asserted, in addition to any other damages caused thereby, all expenses and costs (including, without limitation, attorneys' fees) incurred by such Releasees in defending or otherwise responding to said Claim. (d) Notwithstanding anything to the contrary herein, the release set forth in this Section 10.1 shall have no force and effect until the Closing. (e) EACH SELLER ACKNOWLEDGES THAT HE, SHE OR IT IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES 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, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EACH SELLER, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE, SHE OR IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

Sellers’ Release. (a) Each of the Sellers Seller hereby remises, releases and forever discharges Buyer, and each of the Buyerits predecessors, the Companyparents, their respective subsidiaries, Affiliates, and the directorspast, present and future members, partners, officers, members, managers, partnersdirectors, employees, agents agents, consultants, representatives, attorneys, and representatives insurers of each any of them the foregoing, together with all successors and assigns of any of the foregoing (collectively, the “Releasees”), "BUYER RELEASEES") of and from any and all claims, allegationsdemands, Liensactions, lawsuitscauses of action, adverse consequencesrights of action, controversies, covenants, obligations, agreements, damages, lossespenalties, amounts paid in settlementinterest, Indebtednessfees, deficienciesexpenses, diminution in valuecosts, disbursementsremedies, obligationsreckonings, costs extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or demands and liabilities whatsoeverdescription, whether direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, both at law and in contract, tort, law, equity, whether liquidated or unliquidatedotherwise, fixed or contingent, direct or indirect or derivative, asserted or unasserted, foreseen or unforeseen, matured or unmatured, anticipated or unanticipatedunder the laws of any jurisdiction, that each of the Sellers Seller or its successors or assigns, ever had, now has, has ever had or hereafter can, shall, or may hereafter have have, against the respective Releasees arising prior Buyer Releasees, including without limitation any of the foregoing relating to the Closing Date or on account of or arising out of the Servicing Agreement, from the beginning of the world through and including the date of this Mutual Release ("SELLER CLAIMS"), other than any matterand all rights that Seller may have under this Agreement. Seller hereby expressly waives any and all laws or statutes, cause of any jurisdiction whatsoever, which may provide that a release does not extend to claims not known or event occurring prior 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 Closing Date, whether pursuant date hereof even if knowledge thereof would have materially affected the decision to contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date, including without limitation claims by any Seller related to such Seller’s share of the proceeds received in connection with this Agreement. (b) Each of the Sellers understands, acknowledges and agrees that the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises which may be instituted, prosecuted or attempted in breach of the provisions of such give said release. Each of the Sellers agrees that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner the final and unconditional nature of the releases set forth above. Each of the Sellers Seller hereby represents and warrants to Buyer that it is the sole and lawful owner of all righthas not assigned, title and interest in and to all transferred or otherwise conveyed any of the claims Seller Claims being released hereby, and has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any Person any such claim or any portion thereofherein. (c) Each of the Sellers hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises of any kind against any Releasee, based upon any matter purported to be released hereby.

Sellers’ Release. (a) Each Seller, on behalf of the Sellers itself and such Seller's controlling and controlled Affiliates (each, a "Releasor"), hereby releases release and forever discharges each of discharge the Buyer, the Company, Company and its Subsidiaries and its and their respective AffiliatesNon-Recourse Parties in their capacities as such (each, and the directors, officers, members, managers, partners, employees, agents and representatives of each of them (collectively, the “Releasees”), a "Releasee") from any and all claims, allegationsdemands, LiensProceedings, lawsuitscauses of action, adverse consequencesContracts, damagesLosses and Liabilities whatsoever (including reasonable attorneys' fees) and all consequences thereof, losses, amounts paid in settlement, Indebtedness, deficiencies, diminution in value, disbursements, obligations, costs at Law or demands and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, whether liquidated which a Seller or unliquidated, fixed or contingent, direct or indirect or derivative, asserted or unasserted, foreseen or unforeseen, matured or unmatured, anticipated or unanticipated, that each of the Sellers other Releasor now has, has ever had or may hereafter have against the respective Releasees any Releasee arising contemporaneously with or prior to the Closing Date in their capacity as an equityholder of the Company or on account 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 out 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 matter, cause Seller under an employment agreement with the Company or event occurring prior to its Subsidiaries or for any compensation and benefits earned in the Ordinary Course of Business and unpaid as of the Closing DateDate (the foregoing clauses (i), (ii) and (iii), each, an "Excluded Claim"). Each Seller, on behalf of itself and such Seller's other Releasors, agrees that this release shall act as a release of all Released Claims, whether pursuant to contract such Released Claims are currently known or otherwiseunknown, foreseen or unforeseen, contingent or absolute, asserted or unasserted, and whether each Seller, on behalf of itself and such Seller's other Releasors, intentionally and specifically waives any statute or not relating rule which may prohibit the release of future rights or a release with respect to claims pending onunknown 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 terms hereof in respect of the rights granted to such Releasees hereunder. If any provision of this release is held invalid or asserted afterunenforceable by any court of competent jurisdiction, the Closing Date, including without limitation claims by any Seller related to such Seller’s share other provisions of the proceeds received this release will remain in connection with this Agreementfull force and effect. (b) Each Seller, on behalf of itself and on behalf of such Seller's other Releasors, irrevocably covenants that it will not, directly or indirectly, xxx, commence any Proceeding against, or make any demand upon any Releasee in respect of any of the Sellers understandsmatters released pursuant to Section 10.04(a); provided, acknowledges and agrees that however, for the releases set forth above avoidance of doubt, this Section 10.04(b) shall not prohibit the right to xxx, commence any Proceeding against or make any demand upon a Releasee if such action is based upon, or for, an Excluded Claim. (c) Other than with respect to the Excluded Claims, the release provided for in Section 10.04(a) may be pleaded by any of the Releasees as a full and complete defense and may be used as a the basis for an injunction against any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises which may be instituted, prosecuted action at law or attempted equity instituted or maintained against any of them in breach violation hereof. If any Released Claim is brought or maintained by any Seller or any other Releasor against any Releasee in violation of the provisions release contemplated by Section 10.04(a), such Seller or Releasor will be responsible for all costs and expenses, including reasonable attorneys' fees, incurred by the Releasee in defending such Released Claim. (d) In providing the release contemplated by Section 10.04(a), each Seller does so with full knowledge of any and all rights that such Seller may have with respect to such release, that each Seller has received independent legal advice with respect to such release and with respect to the rights and asserted rights arising out of such release. Each of the Sellers agrees that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner the final and unconditional nature of the releases set forth above. Each of the Sellers represents and warrants that it is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby, and has not heretofore voluntarily, by operation that each Seller is providing such release of law or otherwise, assigned or transferred or purported to assign or transfer to any Person any such claim or any portion thereofSeller's own free will. (c) Each of the Sellers hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises of any kind against any Releasee, based upon any matter purported to be released hereby.

Sellers’ Release. (a) Each In exchange for receipt of the Purchase Price and effective at the Closing, each of the Sellers hereby releases irrevocably and unconditionally releases, acquits and forever discharges discharges, without any additional consideration or the need for additional documentation, each of the Buyer, Company and the CompanyCompany Subsidiaries, their respective Affiliates, and the directors, officerseach of their respective partners, members, managers, partnersofficers, directors, employees, agents counsel, agents, contractors, successors, assigns, heirs and legal and personal representatives of each of them (collectively, the “ReleaseesCompany Released Parties”), ) from any and all charges, complaints, claims, allegationssuits, Liensjudgments, lawsuitsdemands, adverse consequencesactions, obligations or liabilities, damages, lossescauses of action, amounts paid in settlementrights, Indebtednesscosts, deficienciesloans, diminution in valuedebts and expenses (including attorneys’ fees and costs actually incurred), disbursements, obligations, costs or demands and liabilities of any nature whatsoever, whether known known, unknown or unknownpresently unknowable, suspected contingent or unsuspected, both at law and in equityabsolute, whether liquidated or unliquidated, fixed or contingent, direct or indirect or derivative, asserted or unassertednot, foreseen now existing or unforeseenwhich may subsequently accrue to them in the future, matured emanating from, in connection with, related to or unmaturedarising out of the ownership, anticipated management or unanticipatedoperation 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, that each of the Sellers now hashereby agrees that it shall not institute, has ever had pursue, solicit, encourage or may hereafter have assist any Proceeding or Proceedings (at law or in equity), suits, or claims in state or federal court against the respective Releasees arising prior or adverse to the Closing Date Company Released Parties arising from or on account of or arising out of any matter, cause or event occurring prior attributable to the Closing Datebusiness of the Company or the Company Subsidiaries in connection with the foregoing. Notwithstanding anything contained in this Section 7.12(a), whether pursuant to contract no release, acquittal or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date, including without limitation claims discharge shall be granted by any Seller related to the extent such Seller’s share release arises out of or pertains to the proceeds received in connection with 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. (b) Each of the Sellers understands, acknowledges and agrees that the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each of the Sellers agrees that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner the final and unconditional nature of the releases set forth above. Each of the Sellers represents and warrants that it is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby, and has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any Person any such claim or any portion thereof. (c) Each of the Sellers hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises of any kind against any Releasee, based upon any matter purported to be released hereby.

Sellers’ Release. (a) Each of the Sellers hereby releases does hereby, on behalf of himself, herself or itself and forever discharges each of his, her or its agents, representatives, attorneys, successors and assigns, heirs, executors and administrators (collectively, the “Seller Parties”) RELEASE AND FOREVER DISCHARGE the Company and Buyer, the Company, and their respective AffiliatesRelated Persons, and the parents, joint ventures, officers, directors, officersshareholders, interest holders, members, managers, partners, employees, agents consultants, representatives, successors and representatives of each of them assigns, heirs, executors and administrators (collectively, the “ReleaseesCompany Parties”)) from all causes of action, from suits, debts, claims and demands whatsoever at law, in equity or otherwise, which such Seller or any and all claims, allegations, Liens, lawsuits, adverse consequences, damages, losses, amounts paid in settlement, Indebtedness, deficiencies, diminution in value, disbursements, obligations, costs or demands and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, whether liquidated or unliquidated, fixed or contingent, direct or indirect or derivative, asserted or unasserted, foreseen or unforeseen, matured or unmatured, anticipated or unanticipated, that each of the Sellers Seller Parties ever had, now has, has ever had or hereafter may hereafter have against the respective Releasees have, arising contemporaneously with or prior to the Closing Date from or on account of or arising out of relating in any matter, cause or event occurring prior to the Closing Date, whether pursuant to contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date, including without limitation claims by any Seller related way to such Seller’s share status as a shareholder, employee, investor, lender or debtor of the proceeds received Company (excluding any right to indemnification or contribution from the Company), any agreement between such Seller and the Company or any Related Person of the Company, and any claims for reasonable attorneys’ fees and costs, 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 of the agreements set forth on Section 9.11(a) of the Disclosure Schedules hereto; provided, however, nothing contained herein shall operate to release any obligation of the Buyer under this Agreement or any of the Other Transaction Documents. The release contained in connection with this AgreementSection 9.11(a) is effective without regard to the 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 shall operate as a clear and unequivocal waiver by each Seller of any claim for accrued or unpaid wages, benefits or any other type of payment whatsoever. (b) Each Seller and his, her or its Seller Parties agrees never to bring (or cause or permit to be brought) any action or proceeding against the Company or any other Company Party regarding such Seller’s status as a shareholder, employee, director, investor, lender or debtor of the Sellers understandsCompany at any time prior to the Closing, acknowledges and agreements with the Company or any Related Person of the Company that relate to such Seller’s status as a shareholder, employee, director, investor, lender or debtor of the Company (including, without limitation, the agreements set forth on Section 9.11(b) of the Disclosure Schedules hereto) at any time prior to the Closing, or any claim released pursuant to Section 9.11(a). Each Seller agrees that in the releases set forth above may event that any claim, suit or action released pursuant to Section 9.11(a) shall be pleaded as commenced by him, her or it or any of his, her or its Seller Parties against the Company or any other Company Party, the release contained in Section 9.11(a) shall constitute a full and complete defense and may be used as a basis for an injunction against any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each of the Sellers agrees that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner the final and unconditional nature of the releases set forth above. Each of the Sellers represents and warrants that it is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby, and has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any Person any such claim claim, suit or any portion thereofaction so instituted. (c) Each Seller hereby covenants and agrees, on behalf of himself, herself or itself and his, her or its Seller Parties, that neither such Seller nor any of his, her or its Seller Parties will encourage any Person to file a lawsuit, claim or complaint against the Company or any other Company Party relating to the claims released pursuant to Section 9.11(a). Each Seller hereby covenants and agrees, on behalf of himself, herself or itself and his, her or its Seller Parties, that neither Seller nor any of the Seller Parties will assist any Person who files or has filed a lawsuit, claim, or complaint against the Company or any other Company Party relating to the claims released pursuant to Section 9.11(a) unless such Seller or any of his or its Seller Parties is required to render such assistance pursuant to a lawful subpoena or other legal obligation. If a Seller or any of such Seller’s Seller Parties is served with any such legal subpoena or becomes subject to any such legal obligation, such Seller shall provide prompt written notice to Buyer thereof and enclose a copy of the subpoena and any other documents describing the legal obligation with such written notice. (d) The parties agree and acknowledge that the release of any asserted or unasserted claims against the Company and the other Company Parties pursuant to Section 9.11(a) are not and shall not be construed to be an admission of any violation of any Federal, state or local statute or regulation, or of any duty owed by the Company or any of the other Company Parties any Seller. (e) Each Seller acknowledges that there is a risk that after signing this Agreement he, she or it may discover losses or claims that are released under this Agreement, but that are presently unknown to him or it. Each Seller assumes this risk and understands that this release shall apply to any such losses and claims. Each Seller understands that this Agreement includes a full and final release covering all known and unknown, suspected or unsuspected injuries, debts, claims or damages which have arisen or may have arisen from any matters, acts, omissions or dealings released in Section 9.11(a) above. Each Seller acknowledges that by accepting the benefits and payments set forth in this Agreement, he or it assumes and waives the risk that the facts and the law may be other than as he, she or it believes. (f) The Company and the Sellers hereby irrevocably covenants acknowledge and agree that each agreement set forth on Section 9.11(b) of the Disclosure Schedules hereto has been terminated and is of no further force and effect. (g) Each Seller certifies and acknowledges that he, she or it: (i) has read the terms of this Agreement and the release provided hereunder, and that he or it understands its terms and effects, including the fact that he or it has agreed to refrain from, directly RELEASE AND FOREVER DISCHARGE the Company and all other Company Parties from any legal action or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises other liability of any kind against type related in any Releaseeway to the matters released pursuant to Section 9.11(a); (ii) has signed this Agreement voluntarily and knowingly in exchange for the consideration described herein, based which he or it acknowledges is adequate and satisfactory to him or it; and (iii) has been and is hereby advised in writing to consult with an attorney prior to signing this Agreement. (h) This Section 9.11 shall be effective upon any matter purported to be released herebythe consummation of the Closing.

Sellers’ Release. (a) Each As an inducement to Buyer and Buyer Sub to enter into this Agreement and consummate the transactions contemplated hereby and for other good and sufficient consideration, subject to delivery by Buyer and Buyer Sub of the Sellers hereby releases and forever discharges items listed in Section 3.03 hereof, each of the Sellers, with the intention of binding himself and each of such Sellers’ heirs, executors, administrators and assigns (the “Releasors”), does hereby release, acquit and forever discharge Buyer, Buyer Sub and the Company, and each of their respective past and present Affiliates, Subsidiaries and the directorsRepresentatives, officersand all Persons acting by, membersthrough, managersunder, partners, employees, agents and representatives of each of them or in concert with such Persons (collectively, the “Releasees”), of and from any and all claimsmanner of action or actions, allegationscause or causes of action, Lienssuits, lawsuitsarbitrations, adverse consequencesdemands, debts, liens, contracts, agreements, promises, Liability, damages, losses, amounts paid in settlement, Indebtedness, deficiencies, diminution in value, disbursements, obligations, costs or demands and liabilities loss of any nature whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, whether liquidated or unliquidated, fixed or contingent, direct or indirect or direct, derivative, asserted vicarious or unassertedotherwise, foreseen whether based in contract, tort, or unforeseenother legal, matured statutory, or unmaturedequitable theory of recovery, anticipated or unanticipatedeach as though fully set forth at length herein, that each of expressly including any claim for fraudulent inducement, (hereinafter, a “Claim”), which the Sellers Releasors now has, has ever had have or may hereafter have against the respective Releasees arising prior to the Closing Date Releasees, or on account any of or arising out them, by reason of any matter, cause cause, act, omission or event thing whatsoever existing or occurring prior to the Closing Dateto the extent arising out of, whether pursuant to contract based upon, or otherwise, and whether or not relating to claims pending onSeller’s ownership of an Equity Interest in the Company or any of its Subsidiaries or the Company Shares; provided, however, that nothing set forth in this Section 7.05 shall (i) affect the ability of any of the Sellers to bring a Claim under this Agreement or asserted afterany of the Transaction Documents or (ii) for the avoidance of doubt, release, acquit or discharge (1) any rights to indemnification to which any Seller may be entitled under the Organizational Documents as in effect on the date hereof or under any indemnification agreement between such Seller and the Company or any of its Subsidiaries in existence as of the date hereof; (2) rights to reimbursement for Claims incurred prior to the date hereof under the Company’s health, dental and other benefit plans; (3) rights to continued coverage and reimbursement of Claims under health, dental and other benefit plans sponsored by the Company after Closing to the extent required by applicable Law; (4) any accrued vacation; (5) any vested benefits under any 401(k) plan or pension plan sponsored by the Company after the Closing Date, including without limitation claims by or any Seller related successor to or spin-off of such Seller’s share plans; or (6) any base salary and bonuses accrued but unpaid as of the proceeds received Closing (only to the extent the obligations set forth in connection with clauses (3) through (6) above are set forth on Section 7.05(a) of the Disclosure Letter) (the “Release”). Notwithstanding the foregoing, nothing in this AgreementAgreement shall be interpreted to release either Buyer or Buyer Sub from any of its obligations to Sellers under this Agreement or any of the Transaction Documents. (b) Each of the Sellers understands, acknowledges and agrees that the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each of the Sellers agrees that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner the final and unconditional nature of the releases set forth above. Each of the Sellers Seller represents and warrants to the Company, Buyer and Buyer Sub that it is the sole and lawful owner there has been no assignment or other transfer of all right, title and any interest in and any Claim released pursuant to all of the claims released herebySection 7.05(a) (“Released Claims”), and has not heretofore voluntarilysuch Seller agrees to indemnify and hold the Releasees harmless from any Liability, by operation Claims or attorneys’ fees or expenses incurred as a result of law or otherwise, assigned or transferred or purported to assign any Person asserting any such assignment or transfer to of any Person rights or Claims under any such claim assignment or any portion thereoftransfer from such Seller. (c) Each Seller represents and warrants to the Company, Buyer and Buyer Sub that it has not filed, nor has as of the Sellers hereby irrevocably covenants to refrain fromdate hereof, directly or indirectlyany Released Claims against any of the Releasees. Each Seller agrees that if such Seller hereafter commences, asserting any claim or demandjoins in, or commencing, instituting or causing to be commenced, in any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises of manner seeks relief through any kind against any Releaseesuit arising out of, based upon, or relating to any of the Released Claims, or in any manner asserts against the Releasees any of the Released Claims, including, without limitation, through any motion to reconsider, reopen or appeal the dismissal of the suit or action, then such Seller will pay to the Releasees against whom such claim(s) is asserted, in addition to any other damages caused thereby, all expenses and costs (including, without limitation, attorneys’ fees) incurred by such Releasees in defending or otherwise responding to said Released Claim. (d) Notwithstanding anything to the contrary herein, the release set forth in this Section 7.05 shall have no force and effect until the Closing. (e) The Releasors acknowledge that this is an arm’s length transaction, Releasors are sophisticated and fully knowledgeable, the above Release was extensively negotiated, Releasors have had the opportunity to discuss the Release with their independent counsel, and no representations, promises, inducements or statements of intention have been made by Releasees which were relied upon by Releasors in executing the Release other than those stated in this Agreement and the other Transaction Documents and any matter purported to other agreement, exhibit, or schedule delivered or executed in connection with the Agreement, and no party hereto shall be released herebybound or liable for any alleged representation, promise or statement of intention not so set forth.

Sellers’ Release. (a) Each Effective on and as of the Sellers hereby releases and forever discharges Closing, each of the BuyerSellers, the Company, for itself and its Affiliates and its and their respective Affiliatessuccessor and assigns, hereby unconditionally and irrevocably release, waive and forever discharge Buyer and the Company and their respective Affiliates and their respective agents, employees, representatives, officers, directors, managers, past and present, and the directorsheirs, officers, members, managers, partners, employees, agents successors and representatives assigns of each all of them the foregoing (collectively, the “ReleaseesBuyer Released Parties”), from any and all agreements, arrangements, debts, liabilities, claims, allegations, Liens, lawsuits, adverse consequences, damagesdemands, losses, amounts paid in settlementactions and causes of action, Indebtednesssuits, deficiencies, diminution in value, disbursements, obligations, costs or demands judgments and liabilities whatsoever, controversies of any kind whatsoever (whether known or unknown, suspected contingent or unsuspectedfixed, both at law and accrued or unaccrued) in equityconnection with or otherwise related to 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, whether liquidated the “Buyer Released Claims”) that any Seller has or unliquidated, fixed claims to have now or contingent, direct arising in the future out of events or indirect circumstances accruing on or derivative, asserted or unasserted, foreseen or unforeseen, matured or unmatured, anticipated or unanticipated, that each of the Sellers now has, has ever had or may hereafter have against the respective Releasees arising prior to before the Closing Date or on account of or arising out of any matter, cause or event occurring prior to the Closing Date, whether pursuant to contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date, including without limitation claims by any Seller related to such Seller’s share of the proceeds received in connection with this Agreement. (b) Each of the Sellers understands, acknowledges and agrees that the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any actionsor all of Buyer Released Parties; provided, suitshowever, proceedings, demands, assessments, judgments, settlements and compromises which may that nothing in this Section 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 instituted, prosecuted against one or attempted in breach of the provisions of such releasemore Buyer Released Parties rather than Sellers or their Affiliates. Each of the Sellers Seller further agrees that no factnot to file or bring any claim, eventsuit, circumstanceaction, evidence complaint or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner the final and unconditional nature of the releases set forth above. Each of the Sellers represents and warrants that it is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby, and has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer arbitration with respect to any Person Buyer Released Claim and each Seller agrees to indemnify, defend and hold harmless the Buyer Released Parties from any such claim Buyer Released Claims brought by either Seller, Sellers’ Affiliates or any portion thereofof their respective directors, officers, employees, agents, consultants or representatives. (c) Each of the Sellers hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises of any kind against any Releasee, based upon any matter purported to be released hereby.

Sellers’ Release. (a) Each As of the Sellers Effective Time, each Seller hereby forever fully and irrevocably releases and forever discharges each of the BuyerPurchaser, the Company, Company and their respective Affiliatespredecessors, successors, direct or indirect subsidiaries and the past and present stockholders, members (direct and indirect), managers, directors, officers, members, managers, partners, employees, agents agents, and representatives of each of them (collectively, the “ReleaseesReleased Parties”), ) from any and all actions, suits, claims, allegationsdemands, Liensdebts, lawsuitspromises, adverse consequencesjudgments, liabilities or obligations of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including claims for damages, lossescosts, amounts paid expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to the Company, the EFT Business or such Seller’s respective ownership of equity in settlementthe Company, Indebtednesswhich such Seller can, deficiencies, diminution in value, disbursements, obligations, costs shall or demands and liabilities whatsoevermay have against the Released Parties, whether known or unknown, suspected or unsuspected, both at law unanticipated as well as anticipated and in equity, whether liquidated or unliquidated, fixed or contingent, direct or indirect or derivative, asserted or unasserted, foreseen or unforeseen, matured or unmatured, anticipated or unanticipated, that each of the Sellers now has, has ever had exist or may hereafter have against hereinafter accrue based on matters now known as well as unknown (collectively, the respective Releasees arising prior to the Closing Date or on account of or arising out of any matter, cause or event occurring prior to the Closing Date, whether pursuant to contract or otherwise“Released Claims”), and whether or not relating to claims pending on, or asserted after, the Closing Date, including without limitation claims by any Seller related to such Seller’s share of the proceeds received in connection with this Agreement. (b) Each of the Sellers understands, acknowledges and agrees that the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each of the Sellers agrees that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner the final and unconditional nature of the releases set forth above. Each of the Sellers represents and warrants that it is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby, and has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any Person any such claim or any portion thereof. (c) Each of the Sellers hereby irrevocably covenants agrees to refrain from, from directly or indirectly, indirectly asserting any claim or demand, demand or commencing, instituting commencing (or causing to be commenced, ) any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises proceeding of any kind before any Governmental Authority, against any Releasee, Released Party based upon any matter purported 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 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 be released herebyindemnify, defend and hold harmless its directors, managers, officers and employees under the Company’s certificate of incorporation or bylaws and applicable Law or (c) the obligations of any insurer under any insurance policy.

Sellers’ Release. (a) Each of Effective upon the Closing, Sellers hereby releases irrevocably release and forever discharges each of discharge the Buyer, Company and the Company's past, their respective Affiliatespresent and future officers, and the directors, officersemployees, membersagents, shareholders, partners, managers, partnerssuccessors, employeesrepresentatives, agents assigns and representatives of each of them affiliates (collectively, other than Purchaser) (the “"Releasees”"), as the case may be, from (i) any and all claims, allegationsliabilities, Lienscosts, lawsuitsexpenses, adverse consequencesrights, damagescauses of action, lossessuits, amounts paid in settlementlitigation, Indebtednessproceedings, deficienciesarbitrations, diminution in valuedemands, disbursements, obligations, costs or demands and liabilities whatsoeverhowever arising, whether known or unknown, suspected or unsuspected, both at law and in or equity, whether liquidated or unliquidated, fixed actual or contingent, known or unknown arising solely out of, or relating solely to, the Sellers' ownership (direct or indirect or derivative, asserted or unasserted, foreseen or unforeseen, matured or unmatured, anticipated or unanticipated, that each of the Sellers now has, has ever had or may hereafter have against the respective Releasees arising prior to the Closing Date or on account of or arising out indirect) of any matterdebt or equity interests in the Company (including, cause the shares of Company Membership interest) and (ii) any and all obligations, whether previously or event occurring prior now existing, up to and through the Closing Date, which the Company may have to, or have incurred for the benefit or on behalf of, Sellers, whether pursuant to contract law, contract, provision of the Company's articles of organization or otherwise, and whether arising solely out of, or relating solely to, the Sellers' ownership (direct or indirect) of any debt or equity interests in the Company (including, without limitation, the shares of Company Membership interest); provided, that this release shall not extend to claims or obligations arising out of, or relating to claims pending on, this Agreement or asserted after, consummation of the Closing DateTransactions. (b) Sellers acknowledge and agree that the consideration received by Sellers for the execution and delivery of this Agreement, including without limitation claims the consideration received by any Seller related to such Seller’s share Sellers for the shares of Company Membership interest, was fully negotiated and bargained for and constitutes full and fair consideration for the proceeds received agreements and releases by Sellers set forth in connection with this Agreement. (bc) Each Sellers confirm that they have each carefully read the provisions of this Section 6.8 and that they have each reviewed such provisions with an attorney and have consulted therewith regarding their rights and obligations hereunder, that they have had ample and sufficient opportunity to consider the terms of this Section 6.8 without duress or coercion. Accordingly, Sellers forever waive all rights to assert that the release contained in this Section 6.8 was the result of a mistake in law or in fact or to assert that any or all of the legal theories or factual assumptions used for negotiating purposes are for any reason inaccurate or inappropriate. (d) Sellers understandsacknowledge that, acknowledges and agrees in executing the release contained in this Section 6.8, they are not relying on any representations, warranties, assurances, statements, or other information of any kind provided or made by any of the Releasees. Sellers are aware that the releases set forth above they are releasing claims as to which they may be pleaded as currently unaware and only later may come to learn, but are nevertheless willing to enter into this release. It is the intention of Sellers that, notwithstanding the possibility they discover or gain a more complete understanding of the facts, events or law which, if presently known or fully understood, would have affected this release, this release shall be deemed to have fully, finally, and forever settled all claims released hereby. The release in this Section 6.8 extends to claims and obligations that Sellers do not know or suspect to exist in their favor, which, if known by Sellers, would have materially affected their decision to enter into this release. The release herein given shall be, and remain in effect as, full and complete defense and may be used as a basis for an injunction against releases notwithstanding the discovery or existence of any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises which may be instituted, prosecuted additional or attempted in breach of the provisions of such release. Each of the Sellers agrees that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner the final and unconditional nature of the releases set forth above. Each of the Sellers represents and warrants that it is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby, and has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any Person any such different claim or any portion thereoffact. (c) Each of the Sellers hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises of any kind against any Releasee, based upon any matter purported to be released hereby.

Sellers’ Release. (a) Each of the Sellers Seller hereby releases and forever discharges each of the Buyer, the Company, their respective Affiliates, Choice and the directors, officers, members, managers, partners, employees, agents and representatives of each of them (collectively, the “Releasees”), Daily Journal from any and all claims, allegationsdemands, LiensProceedings, lawsuitscauses of action, adverse consequences, damages, losses, amounts paid in settlement, Indebtedness, deficiencies, diminution in value, disbursementsOrders, obligations, costs or demands Contracts, agreements, indebtedness, and liabilities Liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and or in equity, whether liquidated which the Seller now has or unliquidated, fixed or contingent, direct or indirect or derivative, asserted or unasserted, foreseen or unforeseen, matured or unmatured, anticipated or unanticipated, that each of the Sellers now has, has ever had against Choice or may hereafter have against the respective Releasees Daily Journal arising at or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring at or prior to the Closing Date, whether other than (i) obligations of Choice or Daily Journal to a Seller pursuant to contract the terms of this Agreement, the Seller's Employment Agreement or otherwisethe Shareholders Agreement, and (ii) benefits and rights of a Seller in the Seller's capacity as a participant in any Plans of Choice, whether accrued prior to or not relating to claims pending on, or asserted after, after the Closing Date, including without limitation claims by any Seller related to such Seller’s share of the proceeds received in connection with this AgreementClosing. (b) Each of the Sellers understands, acknowledges and agrees that the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each of the Sellers agrees that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner the final and unconditional nature of the releases set forth above. Each of the Sellers represents and warrants that it is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby, and has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any Person any such claim or any portion thereof. (c) Each of the Sellers Seller hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises Proceeding of any kind against any ReleaseeChoice or Daily Journal, based upon any matter purported to be on the matters released hereby. (c) Each Seller hereby waives any rights which may be conferred upon such Seller by virtue of Section 1542 of the Civil Code of the State of California (or any similar statute) which provides 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 THIS RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

Sellers’ Release. (ai) Each of Except as provided herein, the Sellers Seller hereby releases releases, acquits and forever discharges the Buyers, and each of the Buyertheir affiliates, the Company, their respective Affiliates, and the directors, officers, members, managers, partnersshareholders, employees, attorneys, representatives and agents and representatives of each of them (collectively, the “Releasees”"Buyer Releases"), from any and all claims, allegationsliabilities, Liensdemands, lawsuitsactions or causes of action of any kind, adverse consequences, damages, losses, amounts paid in settlement, Indebtedness, deficiencies, diminution in value, disbursements, obligations, costs nature or demands and liabilities description whatsoever, whether arising at law or in equity, or upon contract or tort, or under any state or federal law or otherwise, which the Seller may have had, may now have or made claim to have, or may in the future have or claim to have, howsoever arising or acquired, against the Buyer Releases for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date hereof, whether such claims, liabilities, demands, actions or causes of action are matured or unmatured, known or unknown, suspected existing or unsuspected, both at law and in equity, whether liquidated or unliquidated, fixed or contingent, direct or indirect or derivativenot existing, asserted or unasserted, foreseen presently held or unforeseenacquired in the future, matured liquidated or unmatured, anticipated or unanticipated, that each of the Sellers now has, has ever had or may hereafter have against the respective Releasees arising prior to the Closing Date or on account of or arising out of any matter, cause or event occurring prior to the Closing Date, whether pursuant to contract or otherwise, and whether or not relating to claims pending onunliquidated, or asserted after, the Closing Date, including without limitation claims by any Seller related to such Seller’s share of the proceeds received in connection with this Agreementabsolute or contingent. (bii) Each of In connection with the Sellers understandsforegoing release, acknowledges the Seller hereby waives all rights and agrees that the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises benefits which may be institutedafforded to him by or under California Civil Code Section 1542, prosecuted and further acknowledges that if the Seller hereafter discovers any facts different from or attempted in breach addition to those which the Seller now knows or believes to be true with respect to any of the provisions of such releaseclaims or other matter so released, then the foregoing release nonetheless shall be and remain effective in all respects. Each The Seller acknowledges that Section 1542 of the Sellers agrees that no factCalifornia Civil Code provides 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, eventwhich if known by him, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner must have materially affected his settlement with the final and unconditional nature of the releases set forth above. Each of the Sellers debtor. (iii) The Seller represents and warrants that it is the sole and lawful owner of all righthe has not assigned, title and transferred or hypothecated or set over to any person or entity any interest in and to all any of the claims released hereby, and has not heretofore voluntarily, by operation that are the subject of law or otherwise, assigned or transferred or purported to assign or transfer to any Person any such claim or any portion thereofthis release. (c) Each of the Sellers hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises of any kind against any Releasee, based upon any matter purported to be released hereby.