Common use of Waiver; Release Clause in Contracts

Waiver; Release. (a) Effective as of the Closing, Buyer, for itself and its Subsidiaries and their respective successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors (solely in their capacity as such) (each a “Buyer Releasor”), hereby fully and irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and causes of action of whatever kind or nature, whether known or unknown, which any of the Buyer Releasors has, might have or might assert now or in the future, against Seller or any of its Subsidiaries (other than the Transferred Entities or the JV Entities) or any of their respective successors, assigns, Representatives or any of their respective heirs or executors (in each case in their capacity as such) (each, a “Seller Releasee”), to the extent arising out of, based upon, or resulting from the Business, the Transferred Entities, the Transferred Assets, the JV Entities or the Assumed Liabilities, including the ownership, operation or existence thereof; provided, that notwithstanding the foregoing nothing contained in this Section 5.26(a) shall release, discharge, waive, or relinquish the rights or obligations of the Buyer Releasors or the Seller Releasees under the terms of this Agreement, any other Transaction Document, or any Reorganization Document or any agreements, arrangements or understandings contemplated by any of the foregoing or any Contract that includes a third party. Buyer hereby agrees to indemnify and hold harmless each of the Seller Releasees from and against, and in respect of all Losses, incurred by or on behalf of such Seller Releasee as a result of violation of this Section 5.26(a) by a Buyer Releasor. (b) Buyer acknowledges and agrees that the agreements contained in Section 5.26(a) are an integral part of the transactions contemplated by this Agreement and that, without such agreements, Seller would not enter into this Agreement. (c) Effective as of the Closing, Seller, for itself and its Subsidiaries and their respective successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors (solely in their capacity as such) (each a “Seller Releasor”), hereby fully and irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and causes of action of whatever kind or nature, whether known or unknown, which any of the Seller Releasors has, might have or might assert now or in the future, against Buyer or any of its Subsidiaries (including the Transferred Entities or the JV Entities) or any of their respective successors, assigns, Representatives or any of their respective heirs or executors (in each case in their capacity as such) (each, a “Buyer Releasee”), to the extent arising out of, based upon, or resulting from the Business, the Transferred Entities, the Transferred Assets, the JV Entities or the Assumed Liabilities, including the ownership, operation or existence thereof; provided, that notwithstanding the foregoing nothing contained in this Section 5.26(c) shall release, discharge, waive, or relinquish the rights or obligations of the Seller Releasors or the Buyer Releasees under the terms of this Agreement, any other Transaction Document, or any Reorganization Document or any agreements, arrangements or understandings contemplated by any of the foregoing or any Contract that includes a third party. Seller hereby agrees to indemnify and hold harmless each of the Buyer Releasees from and against, and in respect of all Losses, incurred by or on behalf of such Buyer Releasee as a result of violation of this Section 5.26(a) by a Seller Releasor. (d) Seller acknowledges and agrees that the agreements contained in Section 5.26(c) are an integral part of the transactions contemplated by this Agreement and that, without such agreements, Buyer would not enter into this Agreement.

Waiver; Release. (a) Effective as Each Loan Party acknowledges and agrees that it has no claims, counterclaims, offsets, defenses or causes of action against the Agent or any Lender with respect to amounts outstanding and owing to the Agent and/or any of the ClosingLenders under the Loan Documents. In consideration of, Buyeramong other things, for itself the Lenders’ agreement to extend the Maturity Date and its Subsidiaries restructure certain payments with respect to the Loans as set forth in this Agreement, each Loan Party hereby WAIVES, releases and discharges to the fullest extent permitted by law, and hereby RELEASES and agrees to hold the Agent and the Lenders and their respective successorsaffiliates, assignsshareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, managersemployees, partners consultants, agents, attorneys and employees or any other representatives of their respective heirs or executors each of the foregoing (solely in their capacity as such) (each a collectively, the “Buyer ReleasorReleasees”), hereby fully and irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all harmless from any claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and offsets, defenses and/or causes of action (collectively, the “Claims”) that it may have against any Releasee based in whole or in part on any action or inaction of whatever kind any of the Releasees with respect to the Loan Documents or naturethe Obligations, whether such Claims are known or unknown, which any of the Buyer Releasors haswhether now existing or hereafter arising, might have or might assert now and whether arising at law or in the future, against Seller or any of its Subsidiaries (other than the Transferred Entities or the JV Entities) or any of their respective successors, assigns, Representatives or any of their respective heirs or executors (in each case in their capacity as such) (each, a “Seller Releasee”), to the extent arising out of, based upon, or resulting from the Business, the Transferred Entities, the Transferred Assets, the JV Entities or the Assumed Liabilities, including the ownership, operation or existence thereof; provided, that notwithstanding the foregoing nothing contained in this Section 5.26(a) shall release, discharge, waive, or relinquish the rights or obligations of the Buyer Releasors or the Seller Releasees under the terms of equity. In entering into this Agreement, each of the Loan Parties has consulted with, and been represented by, legal counsel and expressly disclaims any other Transaction Documentreliance on any representations, acts or any Reorganization Document or any agreements, arrangements or understandings contemplated omissions by any of the foregoing or any Contract Releasees and hereby agree and acknowledge that includes a third party. Buyer hereby agrees to indemnify the validity and hold harmless each effectiveness of the Seller Releasees from and againstreleases set forth above do not depend in any way on any such representations, and in respect of all Lossesacts and/or omissions or the accuracy, incurred by completeness or on behalf of such Seller Releasee as a result of violation validity hereof. The provisions of this Section 5.26(a) by a Buyer Releasor. (b) Buyer acknowledges and agrees that 9 shall survive the agreements contained in Section 5.26(a) are an integral part termination of the transactions contemplated by this Agreement Loan Agreement, the other Loan Documents, and that, without such agreements, Seller would not enter into this Agreement. (c) Effective as payment in full of the Closing, Seller, for itself and its Subsidiaries and their respective successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors (solely in their capacity as such) (each a “Seller Releasor”), hereby fully and irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and causes of action of whatever kind or nature, whether known or unknown, which any of the Seller Releasors has, might have or might assert now or in the future, against Buyer or any of its Subsidiaries (including the Transferred Entities or the JV Entities) or any of their respective successors, assigns, Representatives or any of their respective heirs or executors (in each case in their capacity as such) (each, a “Buyer Releasee”), to the extent arising out of, based upon, or resulting from the Business, the Transferred Entities, the Transferred Assets, the JV Entities or the Assumed Liabilities, including the ownership, operation or existence thereof; provided, that notwithstanding the foregoing nothing contained in this Section 5.26(c) shall release, discharge, waive, or relinquish the rights or obligations of the Seller Releasors or the Buyer Releasees under the terms of this Agreement, any other Transaction Document, or any Reorganization Document or any agreements, arrangements or understandings contemplated by any of the foregoing or any Contract that includes a third party. Seller hereby agrees to indemnify and hold harmless each of the Buyer Releasees from and against, and in respect of all Losses, incurred by or on behalf of such Buyer Releasee as a result of violation of this Section 5.26(a) by a Seller ReleasorObligations. (d) Seller acknowledges and agrees that the agreements contained in Section 5.26(c) are an integral part of the transactions contemplated by this Agreement and that, without such agreements, Buyer would not enter into this Agreement.

Waiver; Release. (a) Effective as of the ClosingSPAC, BuyerMerger Sub 2, and Merger Sub 3, for itself themselves, and its Subsidiaries and on behalf of each of their respective successorsaffiliates, assignsequity holders, partners, joint venturers, lenders, administrators, representatives, shareholders, parents, subsidiaries, officers, directors, managersattorneys, partners agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and employees or any assigns, hereby absolutely, forever and fully release and discharge the Company, PubCo, and Merger Sub 1, and each of their affiliates and respective heirs or executors (solely in their capacity as such) (present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, shareholders, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and assigns, and each a “Buyer Releasor”)of them, hereby fully and irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, liabilitiesduties, defensespromises, affirmative defensescosts, setoffsexpenses (including, counterclaimswithout limitation, Actions attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action action, of whatever any kind whatsoever, whether due or natureowing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, which any of the Buyer Releasors hassuspected or unsuspected, might have asserted or might assert now unasserted, fixed or in the futurecontingent, against Seller matured or any of its Subsidiaries (other than the Transferred Entities or the JV Entities) or any of their respective successorsunmatured, assignswith respect to, Representatives or any of their respective heirs or executors (in each case in their capacity as such) (eachpertaining to, a “Seller Releasee”)based on, to the extent arising out of, based uponresulting from, or resulting from relating to the BusinessBCA, the Transferred EntitiesTransaction Documents, and the Transferred Assets, Mergers (the JV Entities or the Assumed Liabilities, including the ownership, operation or existence thereof“SPAC Released Claims”); provided, however, that notwithstanding the foregoing nothing contained in this Section 5.26(a2(a) shall releasenot impact, dischargelimit, waiverestrict, or relinquish the waive any terms, provisions, rights or obligations of the Buyer Releasors or the Seller Releasees under the terms of set forth in this Termination Agreement, any other Transaction Document, or any Reorganization Document or any agreements, arrangements or understandings contemplated by any of the foregoing or any Contract that includes a third party. Buyer hereby agrees to indemnify and hold harmless each of the Seller Releasees from and against, and in respect of all Losses, incurred by or on behalf of such Seller Releasee as a result of violation of this Section 5.26(a) by a Buyer Releasor. (b) Buyer acknowledges The Company, PubCo, and agrees that the agreements contained in Section 5.26(a) are an integral part Merger Sub 1, for themselves, and on behalf of the transactions contemplated by this Agreement each of their respective affiliates, equity holders, partners, joint venturers, lenders, administrators, representatives, shareholders, parents, subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and thatassigns, hereby absolutely, forever and fully release and discharge SPAC, Merger Sub 2, and Merger Sub 3 and their affiliates and each of their respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, shareholders, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and assigns, and each of them, from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without such agreementslimitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from, or relating to the BCA, the Transaction Documents, and the Mergers; provided, however, that this Section 2(a) shall not impact, limit, restrict, or waive any terms, provisions, rights or obligations set forth in this Termination Agreement (the “Seller would not enter into this AgreementReleased Claims,” and together with the SPAC Released Claims, the “Released Claims”). (c) Effective as Each Party acknowledges and understands that there is a risk that subsequent to the execution of this Termination Agreement, each Party may discover, incur or suffer Released Claims that were unknown or unanticipated at the time of the Closingexecution of this Termination Agreement, Sellerand which, for itself and its Subsidiaries and their respective successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors (solely in their capacity as such) (each a “Seller Releasor”), hereby fully and irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and causes of action of whatever kind or nature, whether if known or unknown, which any on the date of the Seller Releasors hasexecution of this Termination Agreement, might have or might assert now or in the future, against Buyer or any of its Subsidiaries (including the Transferred Entities or the JV Entities) or any of their respective successors, assigns, Representatives or any of their respective heirs or executors (in each case in their capacity as such) (each, a “Buyer Releasee”), materially affected such Party’s decision to the extent arising out of, based upon, or resulting from the Business, the Transferred Entities, the Transferred Assets, the JV Entities or the Assumed Liabilities, including the ownership, operation or existence thereof; provided, enter into and execute this Termination Agreement. Each Party further agrees that notwithstanding the foregoing nothing contained in this Section 5.26(c) shall release, discharge, waive, or relinquish the rights or obligations by reason of the Seller Releasors or releases contained herein, each Party is assuming the Buyer Releasees under the terms of this Agreement, any other Transaction Document, or any Reorganization Document or any agreements, arrangements or understandings contemplated by any of the foregoing or any Contract that includes a third party. Seller hereby agrees to indemnify and hold harmless each of the Buyer Releasees from and against, and in respect of all Losses, incurred by or on behalf risk of such Buyer Releasee as a result of violation of this Section 5.26(a) by a Seller Releasor. (d) Seller acknowledges unknown Released Claims and agrees that the agreements contained in Section 5.26(c) are an integral part of the transactions contemplated by this Termination Agreement and that, without such agreements, Buyer would not enter into this Agreementapplies thereto.

Waiver; Release. (a) Effective as I acknowledge that I am volunteering at, or for, the Event willingly and voluntarily, and I assume full and sole responsibility for personal injury, accidents or illness, including death, and for damage to or loss of personal property while providing volunteer services. To the Closingfullest extent permitted by law, BuyerI hereby release, for itself waive, indemnify, discharge, hold harmless, and its Subsidiaries covenant not to sue CAF, the Event’s sponsors, organizers, administrators and vendors, each of their respective successorssubsidiaries and affiliate entities, assignsand each of their respective directors, members, officers, directorsemployees, agents, managers, partners contractors, and employees or representatives (collectively “Indemnified and Released Parties”) from, against and related to, any of their respective heirs or executors (solely in their capacity as such) (each a “Buyer Releasor”)and all liabilities, hereby fully and irrevocablylosses, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligationsliens, liabilitiesand actions of any nature whatsoever, defenses, affirmative defenses, setoffs, counterclaims, Actions including but not limited to attorney fees and causes of action of whatever kind or nature, whether known or unknown, which any of the Buyer Releasors has, might have or might assert now or in the future, against Seller or any of its Subsidiaries defense costs (other than the Transferred Entities or the JV Entitiescollectively “Liabilities”) or any of their respective successors, assigns, Representatives or any of their respective heirs or executors (in each case in their capacity as such) (each, a “Seller Releasee”), to the extent arising out of, based uponrelated to, or resulting from in connection with this Agreement and the BusinessEvent. I further understand and agree that all rights under Section 1542 of the Civil Code of California (“Section 1542”) and any similar law of any state or territory of the United States that may be applicable with respect to the foregoing release are hereby expressly and forever waived. I acknowledge that Section 1542 provides that: “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. The release, indemnification, hold harmless, waiver of claims, and defense obligations described herein extend, but are not limited to, Liabilities in favor of, claimed, demanded or brought by me, my heirs, personal representatives, and assigns, the Transferred Entities, the Transferred Assets, the JV Entities or the Assumed Liabilities, including the ownership, operation or existence thereof; provided, that notwithstanding the foregoing nothing contained in this Section 5.26(a) shall release, discharge, waiveIndemnified and Released Parties, or relinquish third parties on account of injury, death, property damage, or other losses, now existing or arising in the rights future. The provisions of this paragraph will survive termination or obligations of the Buyer Releasors or the Seller Releasees under the terms expiration of this Agreement, any other Transaction Document, or any Reorganization Document or any agreements, arrangements or understandings contemplated by any of the foregoing or any Contract and I agree that includes a third party. Buyer hereby agrees to indemnify this waiver and hold harmless each of the Seller Releasees from and against, and in respect of all Losses, incurred by or on behalf of such Seller Releasee release may be interpreted as a result of violation of this Section 5.26(a) by a Buyer Releasor. (b) Buyer acknowledges and agrees that the agreements contained in Section 5.26(a) are an integral part of the transactions contemplated by this Agreement and that, without such agreements, Seller would not enter into this Agreement. (c) Effective broadly as of the Closing, Seller, for itself and its Subsidiaries and their respective successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors (solely in their capacity as such) (each a “Seller Releasor”), hereby fully and irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and causes of action of whatever kind or nature, whether known or unknown, which any of the Seller Releasors has, might have or might assert now or in the future, against Buyer or any of its Subsidiaries (including the Transferred Entities or the JV Entities) or any of their respective successors, assigns, Representatives or any of their respective heirs or executors (in each case in their capacity as such) (each, a “Buyer Releasee”), to the extent arising out of, based upon, or resulting from the Business, the Transferred Entities, the Transferred Assets, the JV Entities or the Assumed Liabilities, including the ownership, operation or existence thereof; provided, that notwithstanding the foregoing nothing contained in this Section 5.26(c) shall release, discharge, waive, or relinquish the rights or obligations of the Seller Releasors or the Buyer Releasees permitted under the terms of this Agreement, any other Transaction Document, or any Reorganization Document or any agreements, arrangements or understandings contemplated by any of applicable state law where the foregoing or any Contract that includes a third party. Seller hereby agrees to indemnify and hold harmless each of the Buyer Releasees from and against, and in respect of all Losses, incurred by or on behalf of such Buyer Releasee as a result of violation of this Section 5.26(a) by a Seller ReleasorEvent is held. (d) Seller acknowledges and agrees that the agreements contained in Section 5.26(c) are an integral part of the transactions contemplated by this Agreement and that, without such agreements, Buyer would not enter into this Agreement.

Waiver; Release. (a) Effective as Each Loan Party acknowledges and agrees that it has no claims, counterclaims, offsets, defenses or causes of action against the Agent or any Lender with respect to amounts outstanding and owing to the Agent and/or any of the ClosingLenders under the Loan Documents. In consideration of, Buyeramong other things, for itself the Lenders’ agreement to extend the Maturity Date and its Subsidiaries restructure certain payments with respect to the Loans as set forth in this Agreement, each Loan Party hereby WAIVES, releases and discharges to the fullest extent permitted by law, and hereby RELEASES and agrees to hold the Agent and the Lenders and their respective successorsaffiliates, assignsshareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, managersemployees, partners consultants, agents, attorneys and employees or any other representatives of their respective heirs or executors each of the foregoing (solely in their capacity as such) (each a collectively, the “Buyer ReleasorReleasees”), hereby fully and irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all harmless from any claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and offsets, defenses and/or causes of action (collectively, the “Claims”) that it may have against any Releasee based in whole or in part on any action or inaction of whatever kind any of the Releasees with respect to the Loan Documents or naturethe Obligations, whether such Claims are known or unknown, which any of the Buyer Releasors haswhether now existing or hereafter arising, might have or might assert now and whether arising at law or in the future, against Seller or any of its Subsidiaries (other than the Transferred Entities or the JV Entities) or any of their respective successors, assigns, Representatives or any of their respective heirs or executors (in each case in their capacity as such) (each, a “Seller Releasee”), to the extent arising out of, based upon, or resulting from the Business, the Transferred Entities, the Transferred Assets, the JV Entities or the Assumed Liabilities, including the ownership, operation or existence thereof; provided, that notwithstanding the foregoing nothing contained in this Section 5.26(a) shall release, discharge, waive, or relinquish the rights or obligations of the Buyer Releasors or the Seller Releasees under the terms of equity. In entering into this Agreement, each of the Loan Parties has consulted with, and been represented by, legal counsel and expressly disclaims any other Transaction Documentreliance on any representations, acts or any Reorganization Document or any agreements, arrangements or understandings contemplated omissions by any of the foregoing or any Contract Releasees and hereby agree and acknowledge that includes a third party. Buyer hereby agrees to indemnify the validity and hold harmless each effectiveness of the Seller Releasees from and againstreleases set forth above do not depend in any way on any such representations, and in respect of all Lossesacts and/or omissions or the accuracy, incurred by completeness or on behalf of such Seller Releasee as a result of violation validity hereof. The provisions of this Section 5.26(a) by a Buyer Releasor. (b) Buyer acknowledges and agrees that 9 shall survive the agreements contained in Section 5.26(a) are an integral part termination of the transactions contemplated by this Agreement Loan Agreement, the other Loan Documents, and that, without such agreements, Seller would not enter into this Agreement. (c) Effective as payment in full of the Closing, Seller, for itself and its Subsidiaries and their respective successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors (solely in their capacity as such) (each a “Seller Releasor”), hereby fully and irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and causes of action of whatever kind or nature, whether known or unknown, which any of the Seller Releasors has, might have or might assert now or in the future, against Buyer or any of its Subsidiaries (including the Transferred Entities or the JV Entities) or any of their respective successors, assigns, Representatives or any of their respective heirs or executors (in each case in their capacity as such) (each, a “Buyer Releasee”), to the extent arising out of, based upon, or resulting from the Business, the Transferred Entities, the Transferred Assets, the JV Entities or the Assumed Liabilities, including the ownership, operation or existence thereof; provided, that notwithstanding the foregoing nothing contained in this Section 5.26(c) shall release, discharge, waive, or relinquish the rights or obligations of the Seller Releasors or the Buyer Releasees under the terms of this Agreement, any other Transaction Document, or any Reorganization Document or any agreements, arrangements or understandings contemplated by any of the foregoing or any Contract that includes a third party. Seller hereby agrees to indemnify and hold harmless each of the Buyer Releasees from and against, and in respect of all Losses, incurred by or on behalf of such Buyer Releasee as a result of violation of this Section 5.26(a) by a Seller Releasor. (d) Seller acknowledges and agrees that the agreements contained in Section 5.26(c) are an integral part of the transactions contemplated by this Agreement and that, without such agreements, Buyer would not enter into this Agreement.Obligations

Waiver; Release. (a) Effective as of Acquiror, Xxxxxx Sub and the Closing, BuyerSponsor, for itself themselves, and its Subsidiaries and on behalf of each of their respective successorsaffiliates, assignsequity holders, partners, joint venturers, lenders, administrators, representatives, shareholders, parents, subsidiaries, officers, directors, managersattorneys, partners agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and employees or any of their respective heirs or executors assigns (solely in their capacity as such) (each a the “Buyer ReleasorAcquiror Releasing Parties”), hereby absolutely, forever and fully release and irrevocablydischarge the Company and the Company’s affiliates and respective present and former direct and indirect equity holders, knowingly directors, officers, employees, predecessors, partners, stockholders, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and voluntarily releasesassigns, discharges and forever waives and relinquishes each of them (the “Company Released Parties”), from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, liabilitiesduties, defensespromises, affirmative defensescosts, setoffsexpenses (including, counterclaimswithout limitation, Actions attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action action, of whatever any kind whatsoever, whether due or natureowing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, which any of the Buyer Releasors hassuspected or unsuspected, might have asserted or might assert now unasserted, fixed or in the futurecontingent, against Seller matured or any of its Subsidiaries (other than the Transferred Entities or the JV Entities) or any of their respective successorsunmatured, assignswith respect to, Representatives or any of their respective heirs or executors (in each case in their capacity as such) (eachpertaining to, a “Seller Releasee”)based on, to the extent arising out of, based uponresulting from, or resulting from relating to the BusinessBCA, the Transferred EntitiesTransaction Documents, and the Transferred Assets, the JV Entities or the Assumed LiabilitiesMerger, including the ownership, operation or existence thereofevents leading to the abandonment of the Merger and the termination of the BCA and the other Transaction Documents (the “Acquiror Released Claims”); provided, however, that notwithstanding the foregoing nothing contained in this Section 5.26(a2(a) shall releasenot impact, dischargelimit, waiverestrict, or relinquish the waive any terms, provisions, rights or obligations of the Buyer Releasors set forth in this Termination Agreement or the Seller Releasees under the terms of this Confidentiality Agreement, any other Transaction Document, or any Reorganization Document or any agreements, arrangements or understandings contemplated by any of the foregoing or any Contract that includes a third party. Buyer hereby agrees to indemnify and hold harmless each of the Seller Releasees from and against, and in respect of all Losses, incurred by or on behalf of such Seller Releasee as a result of violation of this Section 5.26(a) by a Buyer Releasor. (b) Buyer acknowledges The Company for itself, and agrees that the agreements contained in Section 5.26(a) are an integral part on behalf of each of the transactions contemplated by this Agreement Company’s affiliates, equity holders, partners, joint venturers, lenders, administrators, representatives, stockholders, parents, subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and thatassigns (the “Company Releasing Parties”), hereby absolutely, forever and fully release and discharge Acquiror, Merger Sub and the Sponsor and their affiliates and each of their respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, stockholders, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and assigns, and each of them (the “Acquiror Released Parties”), from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without such agreementslimitation, Seller would attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from, or relating to the BCA, the Transaction Documents, and the Merger, including the events leading to the abandonment of the Merger and the termination of the BCA and the other Transaction Documents (the “Company Released Claims,” and together with the Acquiror Released Claims, the “Released Claims”); provided, however, that this Section 2(b) shall not enter into impact, limit, restrict, or waive any terms, provisions, rights or obligations set forth in this Termination Agreement or the Confidentiality Agreement. (c) Effective as Acquiror, Merger Sub and the Sponsor, on behalf of the Closing, Seller, for itself and its Subsidiaries and their respective successorsthe Acquiror Releasing Parties, assignshereby covenants to the Company Released Parties not to directly or indirectly encourage or solicit or voluntarily assist or participate in any way in the filing, officersreporting or prosecution by Acquiror, directorsMerger Sub, managers, partners and employees the Sponsor or any of their respective heirs the Acquiror Releasing Parties of a suit, arbitration, mediation, or executors claim (solely in their capacity as suchincluding a third party or derivative claim) (each a “Seller Releasor”), hereby fully and irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and causes of action of whatever kind or nature, whether known or unknown, which against any of the Seller Releasors has, might have or might assert now or in the future, against Buyer or Company Released Parties relating to any of its Subsidiaries (including the Transferred Entities or the JV Entities) or any of their respective successors, assigns, Representatives or any of their respective heirs or executors (in each case in their capacity as such) (each, a “Buyer Releasee”), to the extent arising out of, based upon, or resulting from the Business, the Transferred Entities, the Transferred Assets, the JV Entities or the Assumed Liabilities, including the ownership, operation or existence thereof; provided, that notwithstanding the foregoing nothing contained in this Section 5.26(c) shall release, discharge, waive, or relinquish the rights or obligations of the Seller Releasors or the Buyer Releasees under the terms of this Agreement, any other Transaction Document, or any Reorganization Document or any agreements, arrangements or understandings contemplated by any of the foregoing or any Contract that includes a third party. Seller hereby agrees to indemnify and hold harmless each of the Buyer Releasees from and against, and in respect of all Losses, incurred by or on behalf of such Buyer Releasee as a result of violation of this Section 5.26(a) by a Seller ReleasorAcquiror Released Claim. (d) Seller The Company, on behalf of itself and the Company Releasing Parties, hereby covenants to Acquiror Released Parties not to directly or indirectly encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by the Company or the Company Releasing Parties of a suit, arbitration, mediation, or claim (including a third party or derivative claim) against any of the Acquiror Released Parties relating to any Company Released Claim. (e) Each Party acknowledges and understands that there is a risk that subsequent to the execution of this Termination Agreement, such Party may discover, incur or suffer Released Claims that were unknown or unanticipated at the time of the execution of this Termination Agreement, and which, if known on the date of the execution of this Termination Agreement, might have materially affected such Party’s decision to enter into and execute this Termination Agreement. Each Party expressly waives any rights it may have under any statute or common law principle under which a general release does not extend to claims which such Party does not know or suspect to exist in its favor at the time of executing the release. Each Party further agrees that by reason of the releases contained herein, such Party is assuming the risk of such unknown Released Claims and agrees that the agreements contained in Section 5.26(c) are an integral part of the transactions contemplated by this Termination Agreement and that, without such agreements, Buyer would not enter into this Agreementapplies thereto.

Waiver; Release. (a) Effective as You hereby make the following promises: a. Upon the signing of the Closingstock purchase agreement in connection with the Xmark Transaction, Buyeryou agree that you hereby waive any right you have to recover any severance payment, for itself change of control payment, bonus or success fee, or constructive termination payment under any other agreement or plan of the Company, other than (i) as provided herein and (ii) as contemplated under the Change in Control Plan. You acknowledge that this letter agreement supersedes any entitlement you may have had to any severance or change-of-control payments, bonus or success fees, or constructive termination payments, other than the amount due you under the Change in Control Plan arising out of the Xmark Transaction. The Company acknowledges the $1,131,400 liability to you under the Change in Control Plan, resulting from the Xmark Transaction. Such payment will be made to you under the terms of the Change in Control Plan. b. Simultaneous with and as a condition to the payment of the amount due you under the Change in Control Plan, you hereby agree as follows: (i) You, on behalf of yourself and each of your personal and legal representatives, heirs, devisees, executors, successors and assigns, hereby acknowledge full and complete satisfaction of, and fully and forever waive, release, acquit, and discharge the Company and/or any of its Subsidiaries and their respective successors, assignspast or present members, officers, directors, managersaffiliates (excluding Applied Digital Solutions, partners Inc. d/b/a Digital Angel), employees, stockholders, associates, owners, partners, accountants, representatives, lawyers, agents, parents, subsidiaries, predecessors, successors and employees assigns, and each of such entities’ members, officers, directors, affiliates, employees, stockholders, associates, owners, partners, accountants, representatives, lawyers and agents, and their respective parents, subsidiaries, predecessors, successors, assigns, estates, personal representatives, beneficiaries and heirs, and all persons acting by, through, under, or in concert with them, or any of their respective heirs them, whether or executors not they are specifically referred to therein (solely in their capacity hereinafter collectively referred to as such) (each a the “Buyer ReleasorReleased Parties”), hereby fully from any and irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, causes of action, grievances, demands, rights, liabilities, damages of any kind, obligations, costs, expenses, liabilities, defensesand debts, affirmative defensesof every kind and nature whatsoever, setoffswhether based on statute, counterclaimstort, Actions and causes contract, common law, equity, or other theory of action of whatever kind or naturerecovery, whether known or unknown, suspected or unsuspected, or fixed or contingent, which you hold or at any time previously held against the Company arising out of or relating to your employment with the Company prior to the closing of the Xmark Transaction, under the terms set forth within the letter agreement from the Company to you, as agreed to and accepted on August 2, 2006 (the “Offer Letter”), or ever had or presently have against the Released Parties, or any of them, for any reason whatsoever during the time period preceding the closing of the Xmark Transaction, including, but not limited to, any claims in your capacity as an officer or stockholder of the Company, or as a current or former employee, officer or stockholder of any of the Buyer Releasors hasReleased Parties, might with the exception of claims challenging the validity of, or alleging breaches of, this letter agreement. The general release contemplated within this Section 7 specifically includes, but is not limited to, any further obligation under the Change in Control Plan, other than the amount due you upon the closing of the Xmark Transaction. Notwithstanding the foregoing, you retain all rights conferred to you under this letter agreement, as well as the restricted stock award agreements between the Company and you, dated March 2, 2007 and January 24, 2008, including any claims in connection therewith. (ii) You hereby agree not to xxx or pursue any claim or action against the Company with respect to any cause of action released in this Section 7. You agree that, if any such claim referenced herein is filed, pursued or otherwise prosecuted, you waive your right to relief from such claim, including the right to damages, attorneys’ fees, costs, and any and all other relief, whether legal or equitable, sought in connection with such claim. You further agree that, if you, or anyone on your behalf, file, pursue or otherwise prosecute any such claim, you shall be liable for the payment of all damages and costs, including attorneys’ fees, incurred by the Company in connection with such claim, and the Company shall no longer be obligated to make any severance or constructive termination payment not already made to you, except as contemplated under this letter agreement. (iii) You represent and warrant to the Released Parties that there has been no assignment or other transfer of any interest in any claim by you, with respect to any of the claims set forth in Section 7(b)(i), that you may have or might assert now or in against the future, against Seller Released Parties or any of its Subsidiaries them. (other than iv) You hereby agree that the Transferred Entities or the JV Entities) or any of their respective successors, assigns, Representatives or any of their respective heirs or executors (in each case in their capacity as such) (each, a “Seller Releasee”), to the extent arising out of, based upon, or resulting from the Business, the Transferred Entities, the Transferred Assets, the JV Entities or the Assumed Liabilities, including the ownership, operation or existence thereof; provided, that notwithstanding the foregoing nothing general release contained in this Section 5.26(a) shall release7 is intended to cover all matters related to your employment with the Company prior to the closing of the Xmark Transaction, dischargeincluding, waivewithout limitation, any and all payments under the Offer Letter and the Change in Control Plan, including any severance payment, change of control payment, bonus or success fee, or relinquish the rights constructive termination payment under any other agreement or obligations plan of the Buyer Releasors or the Seller Releasees under the terms of this Agreement, any other Transaction Document, or any Reorganization Document or any agreements, arrangements or understandings contemplated by any of the foregoing or any Contract that includes a third party. Buyer hereby agrees to indemnify and hold harmless each of the Seller Releasees from and against, and in respect of all Losses, incurred by or on behalf of such Seller Releasee as a result of violation of this Section 5.26(a) by a Buyer ReleasorCompany. (bv) Buyer acknowledges and agrees that No reference within the agreements contained in Section 5.26(a) are an integral part of the transactions contemplated by this Agreement and that, without such agreements, Seller would not enter into this Agreement. (c) Effective as of the Closing, Seller, for itself and its Subsidiaries and their respective successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors (solely in their capacity as such) (each a “Seller Releasor”), hereby fully and irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and causes of action of whatever kind or nature, whether known or unknown, which any of the Seller Releasors has, might have or might assert now or in the future, against Buyer or any of its Subsidiaries (including the Transferred Entities or the JV Entities) or any of their respective successors, assigns, Representatives or any of their respective heirs or executors (in each case in their capacity as such) (each, a “Buyer Releasee”), to the extent arising out of, based upon, or resulting from the Business, the Transferred Entities, the Transferred Assets, the JV Entities or the Assumed Liabilities, including the ownership, operation or existence thereof; provided, that notwithstanding the foregoing nothing general release contained in this Section 5.26(c) shall 7 to any specific claim, statute or obligation is intended to limit the scope of the general release, dischargeand, waivenotwithstanding any such reference, or relinquish the rights or general release contained in this Section 7 will be effective as a full and final bar to all claims that are released herein. (vi) The Company expressly acknowledges that the foregoing releases do not release the Company of any obligations of to pay the Seller Releasors amounts due to you under either this letter agreement or the Buyer Releasees Change in Control Plan. c. You acknowledge that the performance of your obligations under this letter agreement, including, but not limited to, your agreement to the terms of this Agreement, any other Transaction Document, or any Reorganization Document or any agreements, arrangements or understandings contemplated by any of the foregoing or any Contract that includes a third party. Seller hereby agrees to indemnify and hold harmless each of the Buyer Releasees from and against, and in respect of all Losses, incurred by or on behalf of such Buyer Releasee as a result of violation of general release contained within this Section 5.26(a7, is an express condition to the Company’s obligations to pay any amounts due to you under either (i) by a Seller Releasorthis letter agreement or (ii) the Change in Control Plan. (d) Seller acknowledges and agrees that the agreements contained in Section 5.26(c) are an integral part of the transactions contemplated by this Agreement and that, without such agreements, Buyer would not enter into this Agreement.

Waiver; Release. (a) Effective as of the Closing, Buyer, for itself and its Subsidiaries Affiliates (including, following the Closing, the Group Companies) and their respective successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors (solely in their capacity as such) (each a “Buyer Releasor”), hereby fully and irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and causes of action of whatever kind or nature, whether known or unknown, which any of the Buyer Releasors has, might have or might assert now or in the future, against Seller the Company or any of its Subsidiaries (other than the Transferred Entities or the JV EntitiesGroup Companies) or any of their respective successors, assigns, Representatives or any of their respective heirs or executors (in each case in their capacity as such) (each, a “Seller Company Releasee”), ) to the extent arising out of, based upon, or resulting from the Business, the Transferred EntitiesGroup Companies, the Transferred Xxxxxxxx Real Estate Assets, the JV Entities Company Loan Rights or the Assumed Liabilities, including the ownership, operation or existence thereof; provided, that that, notwithstanding the foregoing foregoing, nothing contained in this Section 5.26(a5.11(a) shall release, discharge, waive, or relinquish the rights or obligations of the Buyer Releasors or the Seller Company Releasees (i) for actual, knowing and intentional fraud, (ii) under the terms of this Agreement, any other Positioning Document (as defined in the Company Disclosure Letter) or Transaction Document, or any Reorganization Document or any agreements, arrangements or understandings contemplated by any of the foregoing or any Contract that includes a third partyparty and (iii) any claims by officers, directors or employees of the Group Companies or any other Business Employee, in respect of their employment (or similar) arrangements with the Company and its Subsidiaries prior to the Closing. Buyer hereby agrees to indemnify and hold harmless each of the Seller Company Releasees from and against, and in respect of all Losses, incurred by or on behalf of such Seller Company Releasee as a result of violation of this Section 5.26(a5.11(a) by a Buyer Releasor. (b) Buyer acknowledges and agrees that the agreements contained in Section 5.26(a5.11(a) are an integral part of the transactions contemplated by this Agreement and that, without such agreements, Seller the Company would not enter into this Agreement. (c) Effective as of the Closing, Sellerthe Company, for itself and its Subsidiaries Affiliates and their respective successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors (solely in their capacity as such) (each a “Seller Company Releasor”), hereby fully and irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and causes of action of whatever kind or nature, whether known or unknown, which any of the Seller Company Releasors has, might have or might assert now or in the future, against Buyer or any of its Subsidiaries (including the Transferred Entities or the JV Entities) or any of their respective successors, assigns, Representatives or any of their respective heirs or executors (in each case in their capacity as such) (each, a “Buyer Releasee”), ) to the extent arising out of, based upon, or resulting from the Business, the Transferred EntitiesGroup Companies, the Transferred Xxxxxxxx Real Estate Assets, the JV Entities Company Loan Rights or the Assumed Liabilities, including the ownership, operation or existence thereofthereof arising contemporaneously with or prior to the Closing or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing; provided, that that, notwithstanding the foregoing foregoing, nothing contained in this Section 5.26(c5.11(c) shall release, discharge, waive, or relinquish the rights or obligations of the Seller Company Releasors or the Buyer Releasees (i) for actual, knowing and intentional fraud, or (ii) under the terms of this Agreement, any other Positioning Document or Transaction Document, or any Reorganization Document or any agreements, arrangements or understandings contemplated by any of the foregoing or any Contract that includes a third party. Seller The Company hereby agrees to indemnify and hold harmless each of the Buyer Releasees from and against, and in respect of all Losses, incurred by or on behalf of such Buyer Releasee as a result of violation of this Section 5.26(a5.11(c) by a Seller Company Releasor. (d) Seller The Company acknowledges and agrees that the agreements contained in Section 5.26(c5.11(c) are an integral part of the transactions contemplated by this Agreement and that, without such agreements, Buyer would not enter into this Agreement.

Waiver; Release. (a) Effective as I acknowledge that I am participating in the Event willingly and voluntarily, and I assume full and sole responsibility for personal injury, accidents or illness, including death, and for damage to or loss of personal property while participating in the ClosingEvent. To the fullest extent permitted by law, BuyerI hereby release, for itself waive, indemnify, discharge, hold harmless, and its Subsidiaries covenant not to sue CAF, the Event’s sponsors, organizers, administrators and vendors, each of their respective successorssubsidiaries and affiliate entities, assignsand each of their respective directors, members, officers, directorsemployees, agents, managers, partners contractors, and employees or representatives (collectively “Indemnified and Released Parties”) from, against and related to, any of their respective heirs or executors (solely in their capacity as such) (each a “Buyer Releasor”)and all liabilities, hereby fully and irrevocablylosses, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligationsliens, liabilitiesand actions of any nature whatsoever, defenses, affirmative defenses, setoffs, counterclaims, Actions including but not limited to attorney fees and causes of action of whatever kind or nature, whether known or unknown, which any of the Buyer Releasors has, might have or might assert now or in the future, against Seller or any of its Subsidiaries defense costs (other than the Transferred Entities or the JV Entitiescollectively “Liabilities”) or any of their respective successors, assigns, Representatives or any of their respective heirs or executors (in each case in their capacity as such) (each, a “Seller Releasee”), to the extent arising out of, based uponrelated to, or resulting from in connection with this Agreement and the BusinessEvent. I further understand and agree that all rights under Section 1542 of the Civil Code of California (“Section 1542”) and any similar law of any state or territory of the United States that may be applicable with respect to the foregoing release are hereby expressly and forever waived. I acknowledge that Section 1542 provides that: “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. The release, indemnification, hold harmless, waiver of claims, and defense obligations described herein extend, but are not limited to, Liabilities in favor of, claimed, demanded or brought by me, my heirs, personal representatives, and assigns, the Transferred Entities, the Transferred Assets, the JV Entities or the Assumed Liabilities, including the ownership, operation or existence thereof; provided, that notwithstanding the foregoing nothing contained in this Section 5.26(a) shall release, discharge, waiveIndemnified and Released Parties, or relinquish third parties on account of injury, death, property damage, or other losses, now existing or arising in the rights future. The provisions of this paragraph will survive termination or obligations of the Buyer Releasors or the Seller Releasees under the terms expiration of this Agreement, any other Transaction Document, or any Reorganization Document or any agreements, arrangements or understandings contemplated by any of the foregoing or any Contract and I agree that includes a third party. Buyer hereby agrees to indemnify this waiver and hold harmless each of the Seller Releasees from and against, and in respect of all Losses, incurred by or on behalf of such Seller Releasee release may be interpreted as a result of violation of this Section 5.26(a) by a Buyer Releasor. (b) Buyer acknowledges and agrees that the agreements contained in Section 5.26(a) are an integral part of the transactions contemplated by this Agreement and that, without such agreements, Seller would not enter into this Agreement. (c) Effective broadly as of the Closing, Seller, for itself and its Subsidiaries and their respective successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors (solely in their capacity as such) (each a “Seller Releasor”), hereby fully and irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and causes of action of whatever kind or nature, whether known or unknown, which any of the Seller Releasors has, might have or might assert now or in the future, against Buyer or any of its Subsidiaries (including the Transferred Entities or the JV Entities) or any of their respective successors, assigns, Representatives or any of their respective heirs or executors (in each case in their capacity as such) (each, a “Buyer Releasee”), to the extent arising out of, based upon, or resulting from the Business, the Transferred Entities, the Transferred Assets, the JV Entities or the Assumed Liabilities, including the ownership, operation or existence thereof; provided, that notwithstanding the foregoing nothing contained in this Section 5.26(c) shall release, discharge, waive, or relinquish the rights or obligations of the Seller Releasors or the Buyer Releasees permitted under the terms of this Agreement, any other Transaction Document, or any Reorganization Document or any agreements, arrangements or understandings contemplated by any of applicable state law where the foregoing or any Contract that includes a third party. Seller hereby agrees to indemnify and hold harmless each of the Buyer Releasees from and against, and in respect of all Losses, incurred by or on behalf of such Buyer Releasee as a result of violation of this Section 5.26(a) by a Seller ReleasorEvent is held. (d) Seller acknowledges and agrees that the agreements contained in Section 5.26(c) are an integral part of the transactions contemplated by this Agreement and that, without such agreements, Buyer would not enter into this Agreement.