Common use of Waiver and Release of Claims Clause in Contracts

Waiver and Release of Claims. Each Shareholder covenants and agrees, severally with respect to such Shareholder only and not with respect to any other Shareholder, as follows: (a) Effective as of the Closing, subject to the limitations set forth in paragraph (c) below, each Shareholder, on behalf of such Shareholder and his, her or its Affiliates and his, her or its respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing, does hereby unconditionally and irrevocably release, waive and forever discharge each of the Nettar Companies, PubCo, SPAC, Merger Sub 1, Merger Sub 2, CFAC Holdings V, LLC and each of their respective past and present directors, officers, employees, agents, predecessors, successors, assigns, Subsidiaries and Affiliates, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Closing (each a “Claim” and, collectively, the “Claims”), including any and all Claims arising out of or relating to (i) the Shareholder’s capacity as a current or former shareholder, officer or director, manager, employee or agent of the Company or any of its predecessors or Affiliates (or his, her or its capacity as a current or former trustee, director, officer, manager, employee or agent of any other entity in which capacity he, she or it is or was serving at the request of the Company or any of its Subsidiaries), or (ii) any contract with the Company or any of its Subsidiaries entered into or established prior to the Closing, including any voting agreement, investors’ rights agreement, right of first refusal and co-sale agreement, management rights letter, or similar shareholders agreements or side letters, equity purchase agreements or previous noncompetition agreements (the “Company Contracts”), with the effect that, without derogating from Section 1(d), any such Company Contract, including any provision purporting to survive termination of such Company Contract and without regard to any notice requirement thereunder, is hereby terminated in its entirety with respect to such Shareholder. (b) Each Shareholder acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of this Agreement, and that he, she or it may hereafter come to have a different understanding of the law that may apply to potential claims which he, she or it is releasing hereunder, but he, she or it affirms that, except as is otherwise specifically provided herein, it is his, her or its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, each of the Shareholders acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. Each Shareholder knowingly and voluntarily waives and releases any and all rights and benefits that he, she or it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous Law of any other jurisdiction), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Shareholder understands that Section 1542, or a comparable Law of another jurisdiction, gives such Shareholder the right not to release existing claims of which the Shareholder is not aware, unless the Shareholder voluntarily chooses to waive this right. Having been so apprised, each Shareholder nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable Law, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 5, in each case, effective at the Closing. Each Shareholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 5 and that, without such waiver, SPAC would not have agreed to the terms of this Agreement. (c) Notwithstanding the foregoing provisions of this Section 5 or anything to the contrary set forth herein, no Shareholder or any of its Affiliates releases or discharges, and each Shareholder expressly does not release or discharge, any Claims: (i) that arise under or are based upon the terms of the Merger Agreement, any of the Ancillary Agreements, any Letter of Transmittal or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; or (ii) for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation, indemnification agreement or bylaws of the Company or any of its Subsidiaries with respect to such Shareholder, any of its Affiliates or their respective designated members of the board of directors of the Company or any of its Subsidiaries solely to the extent set forth in Section 6.5 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 4, nothing contained in this Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Waiver and Release of Claims. Each Shareholder Stockholder covenants and agrees, severally with respect to such Shareholder Stockholder only and not with respect to any other ShareholderStockholder, as follows: (a) Effective as of the Closing, subject to the limitations set forth in paragraph (c) below, each ShareholderStockholder, on behalf of such Shareholder Stockholder and his, her or its Affiliates and his, her or its respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing, does hereby unconditionally and irrevocably release, waive and forever discharge each of the Nettar AEye Companies, PubCo, SPACAcquiror, Merger Sub 1Sub, Merger Sub 2, CFAC CF Finance Holdings VIII, LLC and each of their respective past and present directors, officers, employees, agents, predecessors, successors, assigns, Subsidiaries and Affiliates, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Closing (each a “Claim” and, collectively, the “Claims”), including any and all Claims arising out of or relating to (i) the ShareholderStockholder’s capacity as a current or former shareholder, officer or director, manager, employee or agent stockholder of the Company or any of its predecessors or Affiliates (or his, her or its capacity as a current or former trustee, director, officer, manager, employee or agent of any other entity in which capacity he, she or it is or was serving at the request of the Company or any of its Subsidiaries), or (ii) any contract with the Company or any of its Subsidiaries entered into or established prior to the Closing, including any voting agreement, investors’ rights agreement, right of first refusal and co-sale agreement, management rights letter, or similar shareholders agreements or side letters, equity purchase agreements or previous noncompetition agreements (the “Company Contracts”), with the effect that, without derogating from Section 1(d), any such Company Contract, including any provision purporting to survive termination of such Company Contract and without regard to any notice requirement thereunder, is hereby terminated in its entirety with respect to such Shareholderpredecessors. (b) Each Shareholder Stockholder acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of this Agreement, and that he, she or it may hereafter come to have a different understanding of the law that may apply to potential claims which he, she or it is releasing hereunder, but he, she or it affirms that, except as is otherwise specifically provided herein, it is his, her or its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, each of the Shareholders Stockholders acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. Each Shareholder Stockholder knowingly and voluntarily waives and releases any and all rights and benefits arising out of Stockholder’s capacity as a stockholder of the Company that he, she or it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous Law of any other jurisdictionstate), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Shareholder Stockholder understands that Section 1542, or a comparable Law of another jurisdiction, gives such Shareholder Stockholder the right not to release existing claims of which the Shareholder Stockholder is not aware, unless the Shareholder Stockholder voluntarily chooses to waive this right. Having been so apprised, each Shareholder Stockholder nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable Law, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 5, in each case, effective at the Closing. Each Shareholder Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 5 and that, without such waiver, SPAC Acquiror would not have agreed to the terms of this Agreement. (c) Notwithstanding the foregoing provisions of this Section 5 or anything to the contrary set forth herein, no Shareholder Stockholder or any of its Affiliates releases or discharges, and each Shareholder Stockholder expressly does not release or discharge, any Claims: (i) that arise under or are based upon the terms of the Merger Agreement, any of the Ancillary Agreements, any Letter of Transmittal or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; or (ii) for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation, indemnification agreement or bylaws of the Company or any of its Subsidiaries with respect to such ShareholderStockholder, any of its Affiliates or their respective designated members of the board of directors of the Company or any of its Subsidiaries solely to the extent set forth in Section 6.5 5.4 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 45, nothing contained in this Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Waiver and Release of Claims. Each Shareholder covenants and agrees, severally with respect to such Shareholder only and not with respect to any other Shareholder, as follows: (a) Effective as of for all purposes, and contingent upon, the Closing, subject to the limitations set forth in paragraph (c) below, each Shareholder, Selling Shareholder acknowledges and agrees on behalf of such Shareholder and his, her or its Affiliates and his, her or its respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing, does hereby unconditionally and irrevocably release, waive and forever discharge each of the Nettar Companies, PubCo, SPAC, Merger Sub 1, Merger Sub 2, CFAC Holdings V, LLC itself and each of their its agents, trustees, beneficiaries, directors, officers, Affiliates, estate, successors and assigns (each, a “Releasing Party”) that each hereby releases and forever discharges the Company, each Equityholder and the Purchaser (each a “Beneficiary”) and each of such Beneficiary’s respective past and present Affiliates, directors, officers, employees, representatives, agents, predecessorsmembers, stockholders, successors, assignspredecessors and assigns (each, Subsidiaries a “Released Party” and Affiliatescollectively, the “Released Parties”) from any and all past Equityholder Claims such Releasing Party may have or present claimsassert it has against any of the Released Parties, demandsfrom the beginning of time through the time of the Closing and following the Closing, damagesin each case whether known or unknown, judgments, causes of action and liabilities of any nature whatsoever, or whether or not the facts that could give rise to or support a Claim are known or should have been known, suspected or claimedin each case, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior solely to the Closing (each a “Claim” and, collectively, the “Claims”), including any and all Claims arising out of or relating to (i) the extent involving such Selling Shareholder’s capacity as a current or former shareholder, officer or director, manager, employee or agent shareholders of the Company. In this Agreement an “Equityholder Claim” shall mean: (i) any claim or right to receive any number of Company or any Shares other than the number of its predecessors or Affiliates (or Company Shares set forth opposite his, her or its capacity name in the Consideration Allocation Certificate (subject to any changes contemplated in this Agreement, so as a current or former trustee, director, officer, manager, employee or agent of any other entity in which capacity he, she or it is or was serving at to create the request of the Company or any of its SubsidiariesConsideration Allocation Certificate), or ; (ii) any contract with claim or right to receive any portion of the Company Aggregate Consideration or any other form, amount or value of its Subsidiaries entered into consideration, payable or established prior to the Closing, including any voting agreement, investors’ rights agreement, right of first refusal and co-sale agreement, management rights letter, or similar shareholders agreements or side letters, equity purchase agreements or previous noncompetition agreements (the “Company Contracts”), with the effect that, without derogating from Section 1(d), any such Company Contract, including any provision purporting to survive termination of such Company Contract and without regard issuable to any notice requirement thereunder, is hereby terminated in its entirety with respect to such Shareholder. (b) Each Shareholder acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of this Agreement, and that he, she or it may hereafter come to have a different understanding of the law that may apply to potential claims which he, she or it is releasing hereunder, but he, she or it affirms that, except as is otherwise specifically provided herein, it is his, her or its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, each of the Shareholders acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. Each Shareholder knowingly and voluntarily waives and releases any and all rights and benefits that he, she or it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous Law of any other jurisdiction), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Shareholder understands that Section 1542, or a comparable Law of another jurisdiction, gives such Shareholder the right not to release existing claims of which the Shareholder is not aware, unless the Shareholder voluntarily chooses to waive this right. Having been so apprised, each Shareholder nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable Law, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released Equityholder pursuant to this Section 5, in each case, effective at the Closing. Each Shareholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 5 and that, without such waiver, SPAC would not have agreed to the terms of this Agreement. (c) Notwithstanding the foregoing provisions of this Section 5 or anything to the contrary , other than as specifically set forth herein, no Shareholder or any of its Affiliates releases or discharges, in the Consideration Allocation Certificate and each Shareholder expressly does not release or discharge, any Claims: (i) that arise under or are based upon the terms of the Merger Agreement, any of the Ancillary Agreements, any Letter of Transmittal or any other document, certificate or Contract executed or delivered in connection with the Merger Agreementapplicable to such Selling Shareholder; or (iiiii) for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation, indemnification agreement or bylaws of the Company or any of its Subsidiaries claim with respect to such Shareholder, any of its Affiliates or their respective designated members the authority to enter into the Transactions and the enforceability of the board of directors of the Company or any of its Subsidiaries solely to the extent set forth in Section 6.5 of the Merger AgreementTransactions. (d) Notwithstanding the foregoing provisions of this Section 4, nothing contained in this Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Waiver and Release of Claims. (a) Each Shareholder covenants Seller, for itself and agreeson behalf of (A) its successors, severally assigns, heirs, beneficiaries, estates, executors, administrators or trustees and (B) to the extent permitted under Applicable Law, its current and former officers and directors (collectively, the “Relevant Persons”), hereby irrevocably, unconditionally and forever acquits, releases, waives and discharges Purchaser and the Company, and each of their respective officers, directors, employees, agents, divisions, affiliated corporations, affiliated non-corporation entities, representatives, successors, predecessors and assigns (individually and collectively, the “Released Parties”) from any and all past, present and future debts, losses, costs, bonds, suits, actions, causes of action, Liabilities, contributions, attorneys’ fees, interest, damages, punitive damages, expenses, claims, potential claims, counterclaims, cross-claims, or demands, in law or in equity, asserted or unasserted, express or implied, known or unknown, matured or unmatured, contingent or vested, liquidated or unliquidated, of any kind or nature or description whatsoever, that any of the Relevant Persons had, presently has or may hereafter have or claim or assert to have against any of the Released Parties by reason of any act, omission, transaction, occurrence, conduct, circumstance, condition, harm, matter, cause or thing that has occurred or existed at any time from the beginning of time up to and including the Closing, that in any way arise from or out of, are based upon or relate to (i) such Relevant Person’s or Relevant Persons’, as applicable, ownership or purported ownership of any Interest or (ii) the negotiation or execution of this Agreement or any agreement, instrument, certificate or document delivered and/or executed pursuant to Section 1.2 or the consummation of the Purchase, except for such Relevant Person’s or Relevant Persons’, as applicable, rights under this Agreement, the Escrow Agreement, and such other instruments and agreements as may be executed by and between such Relevant Person and Purchaser or any of its Affiliates in connection with the Purchase (after taking into account such exceptions, the “Seller Claims”). This release is intended to be complete, global and all-encompassing and specifically includes claims that are known, unknown, fixed, contingent or conditional with respect to such Shareholder only and not with the matters described herein. With respect to any other Shareholder, as follows: (a) Effective as of the Closing, subject to the limitations set forth in paragraph (c) belowsuch Seller Claims, each Shareholder, on behalf Seller hereby expressly waives any and all rights conferred upon it by any statute or rule of such Shareholder and law that provides that a release does not extend to claims that the claimant does not know or suspect to exist in his, her or its Affiliates and favor at the time of executing the release, which if known by it must have materially affected his, her or its respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing, does hereby unconditionally and irrevocably release, waive and forever discharge each of the Nettar Companies, PubCo, SPAC, Merger Sub 1, Merger Sub 2, CFAC Holdings V, LLC and each of their respective past and present directors, officers, employees, agents, predecessors, successors, assigns, Subsidiaries and Affiliates, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Closing (each a “Claim” and, collectively, the “Claims”), including any and all Claims arising out of or relating to (i) the Shareholder’s capacity as a current or former shareholder, officer or director, manager, employee or agent of the Company or any of its predecessors or Affiliates (or his, her or its capacity as a current or former trustee, director, officer, manager, employee or agent of any other entity in which capacity he, she or it is or was serving at the request of the Company or any of its Subsidiaries), or (ii) any contract settlement with the Company or any of its Subsidiaries entered into or established prior to the Closing, including any voting agreement, investors’ rights agreement, right of first refusal and co-sale agreement, management rights letter, or similar shareholders agreements or side letters, equity purchase agreements or previous noncompetition agreements (the “Company Contracts”), with the effect that, without derogating from Section 1(d), any such Company Contract, including any provision purporting to survive termination of such Company Contract and without regard to any notice requirement thereunder, is hereby terminated in its entirety with respect to such Shareholderreleased party. (b) Each Shareholder acknowledges Seller hereby gives any consents or waivers that heare reasonably required for the consummation of the Purchase under the terms of any agreement or instrument to which each Seller is a party or subject or in respect of any rights each Seller may have in connection with the Purchase (whether such rights exist under the Company LLC Agreement, she any Contract to which the Company is a party or by which it may hereafter discover facts in addition is, or any of its assets are, bound under Applicable Law or otherwise). Without limiting the generality or effect of the foregoing, each Seller hereby waives any and all rights to contest or different from those which he, she or it now knows or believes to be true with respect object to the subject matter execution and delivery of this Agreement, and that he, she or it may hereafter come to have a different understanding the consummation of the law that may apply Purchase or to potential claims which he, she seek damages or it is releasing hereunder, but he, she other legal or it affirms that, except as is otherwise specifically provided herein, it is his, her or its intention to fully, finally equitable relief in connection therewith. Contingent and forever settle and release any and all Claims. In furtherance of this intentioneffective upon the Closing, each Seller hereby waives and agrees to waive any rights of first refusal, preemptive rights, rights to notice, rights of co-sale, registration rights, information rights or any similar rights that such Seller may have (whether under Applicable Law, the Company LLC Agreement or otherwise) or could potentially have or acquire in connection with the Purchase, including (i) any rights of first offer in Section 6.1.4 of the Shareholders acknowledges that Company LLC Agreement, (ii) rights of first refusal in Section 6.1.6 of the releases contained herein Company LLC Agreement and (iii) the treatment of the Purchase as a Transfer under, and as such term is defined in, the Company LLC Agreement. From and after the Closing, each Sellers’ right to receive consideration on the terms and subject to the conditions set forth in this Agreement and the Escrow Agreement shall be constitute each Seller’s sole and remain exclusive right against Purchaser or the Company in effect as full and complete general releases notwithstanding the discovery or existence respect of such Seller’s ownership of any such additional facts or different understandings of law. Each Shareholder knowingly and voluntarily waives and releases any and all rights and benefits that he, she or it may now have, or in the future may have, under Section 1542 of the California Civil Code (Interest or any analogous Law of agreement or instrument with the Company pertaining to any other jurisdiction), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Shareholder understands that Section 1542, or a comparable Law of another jurisdiction, gives such Shareholder the right not to release existing claims of which the Shareholder is not aware, unless the Shareholder voluntarily chooses to waive this right. Having been so apprised, each Shareholder nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, Interest or such other comparable Law, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 5, in each case, effective at the Closing. Each Shareholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 5 and that, without such waiver, SPAC would not have agreed to the terms of this AgreementSeller’s status as a Member. (c) Notwithstanding the foregoing provisions Each Seller, on behalf of each Relevant Person, further covenants and agrees that such Relevant Person has not heretofore sold, transferred, hypothecated, conveyed or assigned, and shall not hereafter xxx any Released Party upon, any Seller Claim released under this Section 5 or anything to the contrary set forth herein, no Shareholder or any of its Affiliates releases or discharges3.6, and that each Shareholder expressly does not release Relevant Person shall indemnify and hold harmless the Released Parties against any loss or discharge, liability on account of any Claims: (i) that arise under actions brought by such Releasing Party or are based upon the terms such Relevant Person’s assigns or prosecuted on behalf of the Merger Agreement, any of the Ancillary Agreements, any Letter of Transmittal or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; or (ii) for indemnification, contribution, set-off, reimbursement or similar rights pursuant such Releasing Party and relating to any certificate of incorporation, indemnification agreement or bylaws of the Company or any of its Subsidiaries with respect to such Shareholder, any of its Affiliates or their respective designated members of the board of directors of the Company or any of its Subsidiaries solely to the extent set forth in Seller Claim released under this Section 6.5 of the Merger Agreement3.6. (d) Notwithstanding anything to the contrary in this Section 3.6, the foregoing provisions releases and covenants shall not apply to any claims (i) relating to Purchaser’s failure to pay and/or deliver the Purchase Consideration in accordance with this Agreement and the Escrow Agreement and/or (ii) relating to Purchaser’s failure to perform any of this Section 4its obligations, nothing contained undertakings or covenants set forth in this Agreement and the Escrow Agreement. (e) Notwithstanding anything to the contrary: (i) the foregoing release is conditioned upon the consummation of the Closing and shall become null and void, and shall have no effect whatsoever, without any action on the part of any Person and (ii) should any provision of this release be found, held, declared, determined, or deemed by any court of competent jurisdiction to be void, illegal, invalid or unenforceable under any Applicable Law, the legality, validity, and enforceability of the remaining provisions shall not be affected and the illegal, invalid, or unenforceable provision shall be construed as an admission by any party hereto deemed not to be a part of any liability of any kind the release pursuant to any other party heretothis Section 3.6.

Waiver and Release of Claims. Each Shareholder covenants and agrees, severally with respect to such Shareholder only and not with respect to any other Shareholder, as follows: (a1) Effective for all purposes as of the Closing, subject to the limitations set forth in paragraph (c) belowdate hereof, each Shareholder, Executing Shareholder acknowledges and agrees on behalf of such Shareholder and his, her or its Affiliates and his, her or its respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing, does hereby unconditionally and irrevocably release, waive and forever discharge each of the Nettar Companies, PubCo, SPAC, Merger Sub 1, Merger Sub 2, CFAC Holdings V, LLC itself and each of their its agents, trustees, beneficiaries, directors, officers, affiliates, subsidiaries, estate, successors and assigns (each, a “Releasing Party”) that each hereby releases and forever discharges the Company, each Equityholder and the Purchaser (each a “Beneficiary”) and each of such Beneficiary’s respective past and present subsidiaries, affiliates, directors, officers, employees, representatives, agents, predecessorsmembers, stockholders, successors, assignspredecessors and assigns (each, Subsidiaries a “Released Party” and Affiliatescollectively, the “Released Parties”) from any and all past Equityholder Claims such Releasing Party may have or present claimsassert it has against any of the Released Parties, demandsfrom the beginning of time through the time of the Closing and following the Closing, damagesin each case whether known or unknown, judgments, causes of action and liabilities of any nature whatsoever, or whether or not the facts that could give rise to or support a Claim are known or should have been known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Closing (each a . In this Agreement an “Equityholder Claim” and, collectively, the “Claims”), including any and all Claims arising out of or relating to shall mean: (i) the Shareholder’s capacity as a current any claim or former shareholder, officer or director, manager, employee or agent of right to receive any Company Shares other than the Company or any of its predecessors or Affiliates (or Shares set forth opposite his, her or its capacity name in the Estimated Consideration Allocation Chart (other than as a current or former trustee, director, officer, manager, employee or agent result of an exercise of any other entity in which capacity he, she or it Company Warrant outstanding as of immediately prior to the Closing by any Executing Shareholder who is or was serving at the request of the a Company or any of its SubsidiariesWarrantholder), or ; (ii) any contract with claim or right to receive any portion of the Company Cash Consideration, Consideration Shares or any other form, amount or value of its Subsidiaries entered into consideration payable or established prior to the Closing, including any voting agreement, investors’ rights agreement, right of first refusal and co-sale agreement, management rights letter, or similar shareholders agreements or side letters, equity purchase agreements or previous noncompetition agreements (the “Company Contracts”), with the effect that, without derogating from Section 1(d), any such Company Contract, including any provision purporting to survive termination of such Company Contract and without regard issuable to any notice requirement thereunder, is hereby terminated in its entirety with respect to such Shareholder. (b) Each Shareholder acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of this Agreement, and that he, she or it may hereafter come to have a different understanding of the law that may apply to potential claims which he, she or it is releasing hereunder, but he, she or it affirms that, except as is otherwise specifically provided herein, it is his, her or its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, each of the Shareholders acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. Each Shareholder knowingly and voluntarily waives and releases any and all rights and benefits that he, she or it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous Law of any other jurisdiction), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Shareholder understands that Section 1542, or a comparable Law of another jurisdiction, gives such Shareholder the right not to release existing claims of which the Shareholder is not aware, unless the Shareholder voluntarily chooses to waive this right. Having been so apprised, each Shareholder nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable Law, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released Equityholder pursuant to this Section 5, in each case, effective at the Closing. Each Shareholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 5 and that, without such waiver, SPAC would not have agreed to the terms of this Agreement. , other than as specifically set forth in the Consideration Allocation Certificate (c) Notwithstanding subject to any changes contemplated in this Agreement – e.g. as a result of changes in the foregoing provisions Company Cash, Company Debt, the vesting of this Section 5 any Unvested Company Option or anything the exercise of any Company Warrant outstanding as of immediately prior to the contrary set forth herein, no Shareholder or Closing by any of its Affiliates releases or discharges, Company Warrantholder) and each Shareholder expressly does not release or discharge, any Claims: (i) that arise under or are based upon the terms of the Merger Agreement, any of the Ancillary Agreements, any Letter of Transmittal or any other document, certificate or Contract executed or delivered in connection with the Merger Agreementapplicable to such Executing Shareholder; or (iiiii) for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation, indemnification agreement or bylaws of the Company or any of its Subsidiaries claim with respect to such Shareholder, any of its Affiliates or their respective designated members the authority to enter into the Transactions and the enforceability of the board of directors of the Company or any of its Subsidiaries solely to the extent set forth in Section 6.5 of the Merger AgreementTransactions. (d) Notwithstanding the foregoing provisions of this Section 4, nothing contained in this Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Waiver and Release of Claims. Each Shareholder covenants and agrees, severally with respect to such Shareholder only and not with respect to any other Shareholder, as follows: (a) Effective as of for all purposes, and contingent upon, the Closing, subject to the limitations set forth in paragraph (c) below, each Shareholder, Selling Shareholder acknowledges and agrees on behalf of such Shareholder and his, her or its Affiliates and his, her or its respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing, does hereby unconditionally and irrevocably release, waive and forever discharge each of the Nettar Companies, PubCo, SPAC, Merger Sub 1, Merger Sub 2, CFAC Holdings V, LLC itself and each of their its agents, trustees, beneficiaries, directors, officers, Affiliates, estate, successors and assigns (each, a “Releasing Party”) that each hereby releases and forever discharges the Company, each Equityholder, the Purchaser and the Parent (each a “Beneficiary”) and each of such Beneficiary’s respective past and present Affiliates, directors, officers, employees, representatives, agents, predecessorsmembers, stockholders, successors, assignspredecessors and assigns (each, Subsidiaries a “Released Party” and Affiliatescollectively, the “Released Parties”) from any and all past Equityholder Claims such Releasing Party may have or present claimsassert it has against any of the Released Parties, demandsfrom the beginning of time through the time of the Closing and following the Closing, damagesin each case whether known or unknown, judgments, causes of action and liabilities of any nature whatsoever, or whether or not the facts that could give rise to or support a Claim are known or should have been known, suspected or claimedin each case, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior solely to the Closing (each a “Claim” and, collectively, the “Claims”), including any and all Claims arising out of or relating to (i) the extent involving such Selling Shareholder’s capacity as a current or former shareholder, officer or director, manager, employee or agent shareholders of the Company. In this Agreement an “Equityholder Claim” shall mean: (i) any claim or right to receive any number of Company or any Shares other than the number of its predecessors or Affiliates (or Company Shares set forth opposite his, her or its capacity as a current or former trustee, director, officer, manager, employee or agent of name in the Consideration Allocation Certificate (subject to any other entity changes contemplated in which capacity he, she or it is or was serving at this Agreement in accordance with the request of the Company or any of its Subsidiariesterms hereof), or ; (ii) any contract with claim or right to receive any portion of the Company Aggregate Consideration or any other form, amount or value of its Subsidiaries entered into consideration, payable or established prior to the Closing, including any voting agreement, investors’ rights agreement, right of first refusal and co-sale agreement, management rights letter, or similar shareholders agreements or side letters, equity purchase agreements or previous noncompetition agreements (the “Company Contracts”), with the effect that, without derogating from Section 1(d), any such Company Contract, including any provision purporting to survive termination of such Company Contract and without regard issuable to any notice requirement thereunder, is hereby terminated in its entirety with respect to such Shareholder. (b) Each Shareholder acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of this Agreement, and that he, she or it may hereafter come to have a different understanding of the law that may apply to potential claims which he, she or it is releasing hereunder, but he, she or it affirms that, except as is otherwise specifically provided herein, it is his, her or its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, each of the Shareholders acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. Each Shareholder knowingly and voluntarily waives and releases any and all rights and benefits that he, she or it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous Law of any other jurisdiction), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Shareholder understands that Section 1542, or a comparable Law of another jurisdiction, gives such Shareholder the right not to release existing claims of which the Shareholder is not aware, unless the Shareholder voluntarily chooses to waive this right. Having been so apprised, each Shareholder nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable Law, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released Equityholder pursuant to this Section 5, in each case, effective at the Closing. Each Shareholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 5 and that, without such waiver, SPAC would not have agreed to the terms of this Agreement. (c) Notwithstanding the foregoing provisions of this Section 5 or anything to the contrary , other than as specifically set forth herein, no Shareholder or any of its Affiliates releases or discharges, in the Consideration Allocation Certificate and each Shareholder expressly does not release or discharge, any Claims: (i) that arise under or are based upon the terms of the Merger Agreement, any of the Ancillary Agreements, any Letter of Transmittal or any other document, certificate or Contract executed or delivered in connection with the Merger Agreementapplicable to such Selling Shareholder; or (iiiii) for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation, indemnification agreement or bylaws of the Company or any of its Subsidiaries claim with respect to such Shareholder, any of its Affiliates or their respective designated members the authority to enter into the Transactions and the enforceability of the board of directors of the Company or any of its Subsidiaries solely to the extent set forth in Section 6.5 of the Merger AgreementTransactions. (d) Notwithstanding the foregoing provisions of this Section 4, nothing contained in this Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Waiver and Release of Claims. Each Shareholder covenants and agrees, severally with respect to such Shareholder only and not with respect to any other Shareholder, as follows: (a) Effective as of the Closing, subject to the limitations set forth in paragraph (c) belowSection 6.6(b), each Shareholderof Xxxx and Xxxxxxxxx, on behalf of such Shareholder himself and hishis trustees, her or its Affiliates and hisbeneficiaries, her or its respective heirs, successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing, does hereby unconditionally and irrevocably release, waive and forever discharge each of the Nettar CompaniesCompany, PubCo, SPAC, Merger Sub 1, Merger Sub 2, CFAC Holdings V, LLC Acquisition Company and Parent and each of their respective past and present directors, officers, employees, agents, predecessors, successors, assigns, Subsidiaries and Affiliates, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at with respect to the Company on or prior to the Closing (each a “Claim” and, collectively, the “Seller Claims”), including without limitation any and all Seller Claims arising out of or relating to to: (i) the Shareholdersuch Seller’s capacity as a current or former shareholder, officer or director, manager, employee or agent of the Company or any of its predecessors or Affiliates (or his, her or its capacity as a current or former trustee, director, officer, manager, employee or agent of any other entity in which capacity he, she or it is or was serving at the request of the Company or any of its Subsidiaries), Affiliates; or (ii) any contract contract, agreement or other arrangement (whether written or verbal) with the Company or any of its Subsidiaries entered into or established prior to the Closing, including any voting agreementshareholders agreements, investors’ rights agreementloan agreements, right of first refusal and co-sale agreement, management rights letter, or similar shareholders agreements or side lettersinvestment agreements, equity or debt purchase agreements, employment agreements or previous noncompetition agreements (the “Company Contracts”), with the effect that, without derogating from Section 1(d), any such Company Contract, including any provision purporting to survive termination of such Company Contract and without regard to any notice requirement thereunder, is hereby terminated in its entirety with respect to such Shareholderagreements. (b) Each Shareholder acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of this Agreement, and that he, she or it may hereafter come to have a different understanding of the law that may apply to potential claims which he, she or it is releasing hereunder, but he, she or it affirms that, except as is otherwise specifically provided herein, it is his, her or its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, each of the Shareholders acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. Each Shareholder knowingly and voluntarily waives and releases any and all rights and benefits that he, she or it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous Law of any other jurisdiction), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Shareholder understands that Section 1542, or a comparable Law of another jurisdiction, gives such Shareholder the right not to release existing claims of which the Shareholder is not aware, unless the Shareholder voluntarily chooses to waive this right. Having been so apprised, each Shareholder nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable Law, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 5, in each case, effective at the Closing. Each Shareholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 5 and that, without such waiver, SPAC would not have agreed to the terms of this Agreement. (c) Notwithstanding the foregoing provisions of this Section 5 or anything to 6.6(a), the contrary set forth herein, no Shareholder or any of its Affiliates releases or discharges, and each Shareholder expressly Selling Member does not release or discharge, discharge any Claims: (i) that Seller Claims which arise out of or are in connection with any conduct on the part of Acquisition Company or Parent which arise under or are based upon the terms of the Merger Agreement, any of the Ancillary Agreements, any Letter of Transmittal this Agreement or any other document, certificate or Contract agreement executed or delivered in connection therewith, including, without limitation, the Employment Agreements. (c) Effective as of the Closing, the Company, Acquisition Company, and Parent, each on behalf of itself and its successors, assigns, representatives and agents, and any other person or entity claiming by, through, or under any of the foregoing, does hereby unconditionally and irrevocably release, waive and forever discharge each of Xxxx and Xxxxxxxxx, and each of their respective trustees, beneficiaries, heirs, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing, from any and all claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) with respect to the Merger Agreement; Company on or prior to the Closing (iicollectively, “Company Claims”), including without limitation any and all Company Claims arising out of or relating to: (i) for indemnificationSim’s and Xxxxxxxxx’x capacity as a former shareholder, contributionofficer or director, set-offmanager, reimbursement employee or similar rights pursuant to any certificate of incorporation, indemnification agreement or bylaws agent of the Company or any of its Subsidiaries predecessors or Affiliates; or (ii) any contract, agreement or other arrangement (whether written or verbal) with the Company entered into or established prior to the Closing, including any shareholders agreements, loan agreements, investment agreements, equity or debt purchase agreements, employment agreements or previous noncompetition agreements, in each case, prior to the Closing; provided, however, that no release, waiver or discharge shall be granted to either Xxxx or Xxxxxxxxx pursuant to this Section 6.6(c) in respect to such Shareholderof any claim, obligation or liability under this Agreement or any Related Agreement. Notwithstanding the foregoing, nothing in this Section 6.6(c) shall in any way limit or modify any of its Affiliates or their respective designated members of the board of directors of the Company or any of its Subsidiaries solely to the extent representations and warranties set forth in Section 6.5 of the Merger AgreementArticle IV. (d) Notwithstanding the foregoing provisions of this Section 4, nothing contained in this Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Waiver and Release of Claims. Each Shareholder covenants and agrees, severally with respect to such Shareholder only and not with respect to any other Shareholder, as follows: (a) Effective for all purposes as of the Closing, subject to the limitations set forth in paragraph (c) below, each ShareholderShareholder by execution of this Agreement or by becoming bound by its terms, on behalf of such Shareholder itself and his, her or each of its Affiliates and his, her or its respective successors, assigns, representativesheirs, administrators, executors estates, executors, personal representatives, successors and agentsassigns (collectively, and any other person or entity claiming bythe “Releasors”), through, or under any of the foregoing, does hereby unconditionally and irrevocably release, waive releases and forever discharge discharges each of Acquiror, the Nettar CompaniesCompany, PubCo, SPAC, Merger Sub 1, Merger Sub 2, CFAC Holdings V, LLC the Shareholder and Acquiror’s Subsidiaries and each of their respective past and present directorsAffiliates, predecessors, officers, employeesdirectors, stockholders, members, agents, predecessorsrepresentatives, successorssuccessors and assigns (individually, assignsa “Releasee” and, Subsidiaries and Affiliatescollectively, the “Releasees”) from any and all past or present actions, causes of action, claims, demands, debts, damages, costs, losses, penalties, attorneys’ fees, obligations, judgments, causes of action expenses, compensation, rights and liabilities of any nature whatsoever, in law or equity, whether known or not knownunknown, suspected contingent or claimedotherwise (“Claims”), arising directly which the Releasor now has, may ever have had in the past or indirectly from may have in the future against any of the respective Releasees by reason of any act, omission, event transaction, occurrence, conduct, circumstance, condition, harm, matter, cause or transaction occurring (thing that has occurred or existed at any time from the beginning of time up to and including the Closing that arises from or out of, is based upon or relates to the Company, including without limitation the Releasor’s or any circumstances existing) at other party’s ownership or prior purported ownership or voting rights in respect of any Shares or other securities in the Company or any right to the Closing (each a “Claim” andnotice relating to any action contemplated by or related to this Agreement, collectively, the “Claims”), including and any and all Claims arising out that the Releasors may have against any of the Releasees with respect thereto whether pursuant to any Contract or relating to agreement, breach or alleged breach of fiduciary duty or otherwise; provided, however, that, the Releasor does not relinquish, release or discharge (i) the Shareholder’s capacity as a current any rights to payments or former shareholder, officer or director, manager, employee or agent of the Company or any of its predecessors or Affiliates (or his, her or its capacity as a current or former trustee, director, officer, manager, employee or agent performance of any other entity obligations pursuant to this Agreement or the Transaction Documents, or the transactions contemplated hereby or thereby (including disbursements from the Indemnity Escrow Fund and the Purchase Price Adjustment Escrow Fund in which capacity he, she or it is or was serving at accordance with the request of the Company or any of its Subsidiaries), terms hereof) or (ii) any contract with rights to continuing indemnification under (A) the Organizational Documents, (B) any indemnification agreement to which Releasor and the Company or any of its Subsidiaries entered into or established prior to the Closing, including any voting agreement, investors’ rights agreement, right of first refusal and co-sale agreement, management rights letterare parties, or similar shareholders agreements or side letters, equity purchase agreements or previous noncompetition agreements (C) any applicable policy of directors’ and officers’ insurance maintained by the “Company Contracts”), with the effect that, without derogating from Section 1(d), any such Company Contract, including any provision purporting to survive termination of such Company Contract and without regard to any notice requirement thereunder, is hereby terminated in its entirety with respect to such ShareholderCompany. (b) Each Shareholder acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of this Agreement, and that he, she or it may hereafter come to have a different understanding of the law that may apply to potential claims which he, she or it is releasing hereunder, but he, she or it affirms that, except as is otherwise specifically provided herein, it is his, her or its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, each of the Shareholders acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. Each Shareholder knowingly and voluntarily waives and releases any and all rights and benefits that he, she or it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous Law of any other jurisdiction), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Shareholder understands that Section 1542, or a comparable Law of another jurisdiction, gives such Shareholder the right not to release existing claims of which the Shareholder is not aware, unless the Shareholder voluntarily chooses to waive this right. Having been so apprised, each Shareholder nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable Law, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 5, in each case, effective at the Closing. Each Shareholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 5 and that, without such waiver, SPAC would not have agreed to the terms of this Agreement. (c) Notwithstanding the foregoing provisions of this Section 5 or anything to the contrary set forth herein, no Shareholder or any of its Affiliates releases or discharges, and each Shareholder expressly does not release or discharge, any Claims: (i) that arise under or are based upon the terms of the Merger Agreement, any of the Ancillary Agreements, any Letter of Transmittal or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; or (ii) for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation, indemnification agreement or bylaws of the Company or any of its Subsidiaries with respect to such Shareholder, any of its Affiliates or their respective designated members of the board of directors of the Company or any of its Subsidiaries solely to the extent set forth in Section 6.5 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 4, nothing contained in this Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Waiver and Release of Claims. Each Shareholder covenants and agrees, severally with respect to such Shareholder only and not with respect to any other Shareholder, as follows: (a) Effective as of the Closing, subject to the limitations set forth in paragraph (c) belowSection 6.10(b), each Shareholderof the Lock-Up Members agrees that, on behalf of such Shareholder himself or itself and his, her his or its Affiliates and his, her or its respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing, he/it does hereby unconditionally and irrevocably release, waive and forever discharge each of the Nettar CompaniesParent, PubCoSubco, SPACPCT, Merger Sub 1, Merger Sub 2, CFAC Holdings V, LLC PCT’s Subsidiaries and each of their respective past and present members, directors, officers, employees, agents, predecessors, successors, assigns, Subsidiaries and Affiliates, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at with respect to PCT or any of its Subsidiaries on or prior to the Closing (each a “Claim” and, collectively, the “PCT Claims”), including without limitation any and all PCT Claims arising out of or relating to to: (i) the Shareholdersuch individual’s capacity as a current or former shareholder, member, officer or director, manager, employee or agent of the Company PCT or any of its predecessors predecessors, Subsidiaries or Affiliates (or his, her or its his capacity as a current or former trustee, director, officer, manager, employee or agent of any other entity in which capacity he, she or it he is or was serving at the request of the Company PCT or any of its Subsidiaries), ; or (ii) any contract contract, agreement or other arrangement (whether written or verbal) with the Company PCT or any of its Subsidiaries entered into or established prior to the Closing, including any voting agreement, investors’ rights agreement, right of first refusal and co-sale agreement, management rights letter, or similar shareholders agreements or side lettersagreements, equity purchase agreements, employment agreements or previous noncompetition agreements (agreements. PCT shall procure similar releases from all Key Employees and other employees designated by Parent at or prior to the “Company Contracts”), with the effect that, without derogating from Section 1(d), any such Company Contract, including any provision purporting to survive termination of such Company Contract and without regard to any notice requirement thereunder, is hereby terminated in its entirety with respect to such ShareholderClosing. (b) Each Shareholder acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of this Agreement, and that he, she or it may hereafter come to have a different understanding of the law that may apply to potential claims which he, she or it is releasing hereunder, but he, she or it affirms that, except as is otherwise specifically provided herein, it is his, her or its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, each of the Shareholders acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. Each Shareholder knowingly and voluntarily waives and releases any and all rights and benefits that he, she or it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous Law of any other jurisdiction), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Shareholder understands that Section 1542, or a comparable Law of another jurisdiction, gives such Shareholder the right not to release existing claims of which the Shareholder is not aware, unless the Shareholder voluntarily chooses to waive this right. Having been so apprised, each Shareholder nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable Law, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 5, in each case, effective at the Closing. Each Shareholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 5 and that, without such waiver, SPAC would not have agreed to the terms of this Agreement. (c) Notwithstanding the foregoing provisions of this Section 5 or anything to the contrary set forth herein6.10(a), no Shareholder or any of its Affiliates Lock-Up Member releases or discharges, and each Shareholder Lock-Up Member expressly does not release or discharge, discharge any Claims: (i) that PCT Claims which arise out of or are in connection with any conduct on the part of PCT or its Subsidiaries which arise under or are based upon the terms of the Merger Agreement, any of the Ancillary Agreements, any Letter of Transmittal this Agreement or any other document, certificate or Contract agreement executed or delivered in connection with herewith. For the Merger Agreement; or (iiavoidance of doubt, the release and discharge provided by the Lock-Up Members in Section 6.10(a) shall be for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation, indemnification agreement or bylaws the sole benefit of the Company or parties set forth therein and their respective successors, assigns and legal representatives and is not intended, nor shall be construed, to give any of its Subsidiaries with respect to Person, other than such Shareholderparties and their respective successors, assigns and legal representatives, any of its Affiliates legal or their respective designated members of the board of directors of the Company equitable right, remedy or any of its Subsidiaries solely to the extent set forth in Section 6.5 of the Merger Agreementclaim hereunder. (d) Notwithstanding the foregoing provisions of this Section 4, nothing contained in this Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Waiver and Release of Claims. Each Shareholder covenants and agrees, severally with respect to such Shareholder only and not with respect to any other Shareholder, as follows: (a) Effective as of for all purposes, and contingent upon, the Closing, subject to the limitations set forth in paragraph each (ci) below, each Selling Shareholder, by executing this Agreement, (ii) holder of Company Options, by executing an Optionholder Joinder Letter, and (ii) holder of Company Warrants, by executing Notice of Irrevocable Conditional Exercise of Warrant), hereby acknowledges and agrees on behalf of such Shareholder and his, her or its Affiliates and his, her or its respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing, does hereby unconditionally and irrevocably release, waive and forever discharge each of the Nettar Companies, PubCo, SPAC, Merger Sub 1, Merger Sub 2, CFAC Holdings V, LLC itself and each of their its agents (other than the Holder Representative, solely in its capacity as such), trustees, beneficiaries, directors, officers, Affiliates, estate, successors and assigns (each, a “Releasing Party”) that each hereby releases and forever discharges the Company, each Equityholder, and the Purchaser (each a “Beneficiary”) and each of such Beneficiary’s respective past and present Affiliates, directors, officers, employees, representatives, agents, predecessorsmembers, stockholders, successors, assignspredecessors and assigns (each, Subsidiaries a “Released Party” and Affiliatescollectively, the “Released Parties”) from any and all past Equityholder Claims such Releasing Party may have or present claimsassert it has against any of the Released Parties, demandsfrom the beginning of time through the time of the Closing and following the Closing, damagesin each case whether known or unknown, judgments, causes of action and liabilities of any nature whatsoever, or whether or not the facts that could give rise to or support a Claim are known or should have been known, suspected or claimedin each case, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior solely to the Closing (each a “Claim” and, collectively, the “Claims”), including any and all Claims arising out of or relating to (i) the extent involving such Selling Shareholder’s capacity as a current or former shareholdershareholders, and/or as an officer or and/or director, managerif applicable, employee or agent of the Company and/or its Subsidiary. In this Agreement an “Equityholder Claim” shall mean: (i) any claim or right to receive any number of its predecessors or Affiliates (or Company Shares other than the number of Company Shares set forth opposite his, her or its capacity name in the Consideration Allocation Certificate (subject to any changes contemplated in this Agreement, so as a current or former trustee, director, officer, manager, employee or agent of any other entity in which capacity he, she or it is or was serving at to create the request of the Company or any of its SubsidiariesConsideration Allocation Certificate), or ; (ii) any contract with claim or right to receive any portion of the Company Aggregate Consideration or any other form, amount or value of its Subsidiaries entered into consideration, payable or established prior to the Closing, including any voting agreement, investors’ rights agreement, right of first refusal and co-sale agreement, management rights letter, or similar shareholders agreements or side letters, equity purchase agreements or previous noncompetition agreements (the “Company Contracts”), with the effect that, without derogating from Section 1(d), any such Company Contract, including any provision purporting to survive termination of such Company Contract and without regard issuable to any notice requirement thereunder, is hereby terminated in its entirety with respect to such Shareholder. (b) Each Shareholder acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of this Agreement, and that he, she or it may hereafter come to have a different understanding of the law that may apply to potential claims which he, she or it is releasing hereunder, but he, she or it affirms that, except as is otherwise specifically provided herein, it is his, her or its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, each of the Shareholders acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. Each Shareholder knowingly and voluntarily waives and releases any and all rights and benefits that he, she or it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous Law of any other jurisdiction), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Shareholder understands that Section 1542, or a comparable Law of another jurisdiction, gives such Shareholder the right not to release existing claims of which the Shareholder is not aware, unless the Shareholder voluntarily chooses to waive this right. Having been so apprised, each Shareholder nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable Law, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released Equityholder pursuant to this Section 5, in each case, effective at the Closing. Each Shareholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 5 and that, without such waiver, SPAC would not have agreed to the terms of this Agreement. (c) Notwithstanding the foregoing provisions of this Section 5 or anything to the contrary , other than as specifically set forth herein, no Shareholder or any of its Affiliates releases or discharges, in the Consideration Allocation Certificate and each Shareholder expressly does not release or discharge, any Claims: (i) that arise under or are based upon the terms of the Merger Agreement, any of the Ancillary Agreements, any Letter of Transmittal or any other document, certificate or Contract executed or delivered in connection with the Merger Agreementapplicable to such Selling Shareholder; or (iiiii) for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation, indemnification agreement or bylaws of the Company or any of its Subsidiaries claim with respect to such Shareholder, any of its Affiliates or their respective designated members the authority to enter into the Transactions and the enforceability of the board of directors of the Company or any of its Subsidiaries solely to the extent set forth in Section 6.5 of the Merger AgreementTransactions. (d) Notwithstanding the foregoing provisions of this Section 4, nothing contained in this Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Waiver and Release of Claims. Each Shareholder Stockholder covenants and agrees, severally with respect to such Shareholder Stockholder only and not with respect to any other ShareholderStockholder, as follows: (a) Effective as of the Closing, subject to the limitations set forth in paragraph (c) below, each ShareholderStockholder, on behalf of such Shareholder Stockholder and his, her or its Affiliates (or, solely with respect to SVF Excalibur (Cayman) Limited, such Stockholder’s controlled Affiliates) and his, her or its respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing, does hereby unconditionally and irrevocably release, waive and forever discharge each of the Nettar CompaniesCompany, PubCo, SPACAcquiror, Merger Sub 1Sub, Merger Sub 2, CFAC CF Finance Holdings VII, LLC and each of their respective past and present directors, officers, employees, agents, predecessors, successors, assigns, Subsidiaries and (except with respect to Acquiror, Merger Sub and CF Finance Holdings II, LLC) Affiliates, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Closing (each a “Claim” and, collectively, the “Claims”), including any and all Claims arising out of or relating to (i) the ShareholderStockholder’s capacity as a current or former shareholderstockholder, officer or director, manager, employee or agent of the Company or any of its predecessors or Affiliates (or his, her or its capacity as a current or former trustee, director, officer, manager, employee or agent of any other entity in which capacity he, she or it he is or was serving at the request of the Company or any of its Subsidiaries), ) or (ii) any contract Contract with the Company or any of its Subsidiaries entered into or established prior to the Closing, including any voting agreement, investors’ rights agreement, right of first refusal and co-sale agreement, management rights letter, or similar shareholders agreements or side lettersstockholders agreements, equity purchase agreements or previous noncompetition agreements (the “Company Contracts”), with the effect that, without derogating from Section 1(d), any such Company Contract, including any provision purporting to survive termination of such Company Contract and without regard to any notice requirement thereunder, is hereby terminated in its entirety with respect to such ShareholderStockholder. (b) Each Shareholder Stockholder acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of this Agreement, and that he, she or it may hereafter come to have a different understanding of the law that may apply to potential claims which he, she or it is releasing hereunder, but he, she or it affirms that, except as is otherwise specifically provided herein, it is his, her or its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, each of the Shareholders Stockholders acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. Each Shareholder Stockholder knowingly and voluntarily waives and releases any and all rights and benefits that he, she or it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous Law law of any other jurisdictionstate), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Shareholder Stockholder understands that Section 1542, or a comparable Law statute, rule, regulation or order of another jurisdiction, gives such Shareholder Stockholder the right not to release existing claims of which the Shareholder Stockholder is not aware, unless the Shareholder Stockholder voluntarily chooses to waive this right. Having been so apprised, each Shareholder Stockholder nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable Lawstatute, rule, regulation or order, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 5, in each case, effective at the Closing. Each Shareholder Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 5 and that, without such waiver, SPAC Acquiror would not have agreed to the terms of this Agreement. (c) Notwithstanding the foregoing provisions of this Section 5 or anything to the contrary set forth herein, no Shareholder or any of its Affiliates Stockholder releases or discharges, and each Shareholder Stockholder expressly does not release or discharge, any Claims: (i) that arise under or are based upon the terms of the Merger Agreement, any of the Ancillary Agreements, any Letter of Transmittal or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; or (ii) for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation, indemnification agreement incorporation or bylaws of the Company or any of its Subsidiaries with respect to such ShareholderStockholder, any of its Affiliates or their respective designated members of the board of directors of the Company or any of its Subsidiaries solely to the extent set forth in Section 6.5 5.4 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 45, nothing contained in this Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.