Common use of Mutual General Release Clause in Contracts

Mutual General Release. Upon the Parties’ execution hereof, subject to Xxxxxx’s compliance with the terms and conditions of Section 2 herein, and in consideration of the mutual releases and for other good and valuable consideration identified herein, the receipt and sufficiency of which are hereby acknowledged, the Parties on behalf of themselves and their respective agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties (as well as their respective parents, subsidiaries, related entities and affiliates, and any of their agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties), to the extent applicable, hereby completely release, acquit, and forever discharge each other and their respective agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties (as well as their respective parents, subsidiaries, related entities and affiliates, and any of their agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties), to the extent applicable, of and from any and all demands, claims, counterclaims, obligations, causes of actions and compensation of any nature, type or description whatsoever whether based upon tort, contract, statute, equity, tortious breach of contract or bad faith, or any other theory of recovery, which any of the Parties hereto may have or has had from the beginning to time to present date that arise from or relate to the Supply Agreement or Repayment Plans which were or could have been asserted in any litigation. The Parties further agree that they each waive any and all entitlement to relief or compensation, with the exception of what is identified herein, including, but not limited to, monetary damages or equitable relief, with respect to any claim or cause of action released pursuant to the preceding paragraph. This release shall not apply to the obligations any of the Parties owe under this Modification Agreement including, without limitation, the terms of Section 2 herein, under which Xxxxxx has agreed to pay amounts to Xxxx in the form of cash payments (totaling $750,000), the Storage Fees, VFU purchases (totaling $5,600,000), and warrants. The Parties agree that all such obligations owed under this Modification Agreement are specifically reserved and exempted from any release under this Modification Agreement. Agrify further acknowledges and agrees that any release under this Modification Agreement does not in any manner impair or adversely affect or constitute a waiver of any of Xxxx’x rights against Agrify to enforce Xxxxxx’s performance of its obligations hereunder. In the event Agrify defaults in performing its obligations under this Modification Agreement, Agrify acknowledges and agrees that Xxxx has a claim to payment by Agrify of the Stipulated Amount less any payments already made to Xxxx by Xxxxxx. Agrify hereby waives any defenses, claims, counterclaims, recoupment or offsets it may have to any such claim by Xxxx, including under this Paragraph 5.

Mutual General Release. Upon The Parties hereby release and forever discharge the Parties’ execution hereof"Releasees" hereunder, subject to Xxxxxx’s compliance with the terms consisting of Holden and conditions of Section 2 hereinBiomass, and in consideration each of the mutual releases and for other good and valuable consideration identified hereintheir partners, the receipt and sufficiency of which are hereby acknowledgedsubsidiaries, the Parties on behalf of themselves and their respective agentsassociates, affiliates, successors, heirs, assigns, attorneysagents, directors, officers, employees, heirsrepresentatives, lawyers, insurers, investorsand all persons acting by, managersthrough, membersunder or in concert with them, officers, officials, owners, representatives, predecessors and successors in interest and sureties (as well as their respective parents, subsidiaries, related entities and affiliates, and or any of their agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties), to the extent applicable, hereby completely release, acquit, and forever discharge each other and their respective agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties (as well as their respective parents, subsidiaries, related entities and affiliates, and any of their agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties), to the extent applicablethem, of and from any and all demandsmanner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, counterclaimsdemands, obligationsdamages, causes of actions and compensation losses, costs, attorneys' fees or expenses, of any naturenature whatsoever, type known or description whatsoever whether based upon tortunknown, contractfixed or contingent (hereinafter called "Claims"), statute, equity, tortious breach of contract which the undersigned now has or bad faithmay hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contracts; any alleged torts or other theory alleged legal rights. THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF RELEVANT LAW, WHICH PROVIDES GENERALLY AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE IME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. THE UNDERSIGNED, BEING AWARE OF SAID LAW, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. THE UNDERSIGNED IS HEREBY ADVISED THAT HE OR IT HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE; The undersigned represents and warrants that there has been no assignment or other transfer of recoveryany interest in any Claim which he may have against Releasees, which or any of them, and the undersigned agrees to indemnify and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys' fees incurred by Releasees, or any of them, as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against the undersigned under this indemnity. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Parties hereto may have Claims released hereunder or has had from the beginning to time to present date that arise from or relate to the Supply Agreement or Repayment Plans which were or could have been asserted in any litigation. The Parties further agree that they each waive manner asserts against Releasees, or any and all entitlement to relief or compensationof them, with the exception of what is identified herein, including, but not limited to, monetary damages or equitable relief, with respect to any claim or cause of action released pursuant to the preceding paragraph. This release shall not apply to the obligations any of the Parties owe under this Modification Agreement includingClaims released hereunder, without limitation, then the terms of Section 2 herein, under which Xxxxxx has agreed undersigned agrees to pay amounts to Xxxx in the form of cash payments (totaling $750,000), the Storage Fees, VFU purchases (totaling $5,600,000)Releasees, and warrantseach of them, in addition to any other damages caused to Releasees thereby, all attorneys' fees incurred by Releasees in defending or otherwise responding to said suit or Claim. The Parties agree that all such obligations owed under this Modification Agreement are specifically reserved and exempted from any release under this Modification Agreement. Agrify undersigned further acknowledges understands and agrees that any release under this Modification Agreement does not in any manner impair or adversely affect or constitute a waiver neither the payment of any sum of Xxxx’x rights against Agrify money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by the Releasees, or any of them, who have consistently taken the position that they have no liability whatsoever to enforce Xxxxxx’s performance of its obligations hereunder. In the event Agrify defaults in performing its obligations under this Modification Agreement, Agrify acknowledges and agrees that Xxxx has a claim to payment by Agrify of the Stipulated Amount less any payments already made to Xxxx by Xxxxxx. Agrify hereby waives any defenses, claims, counterclaims, recoupment or offsets it may have to any such claim by Xxxx, including under this Paragraph 5undersigned.

Mutual General Release. Upon the Parties’ execution hereofLecTec, subject to Xxxxxx’s compliance with the terms and conditions of Section 2 herein, and in consideration of the mutual releases and for other good and valuable consideration identified herein, the receipt and sufficiency of which are hereby acknowledged, the Parties on behalf of themselves itself and their respective agents, assigns, attorneysits officers, directors, employees, heirs, insurers, investors, managersshareholders, membersadministrators, officerspredecessor and successor corporations, officialsattorneys, ownersaffiliates, representativesagents, predecessors and successors assigns, HEREBY FULLY AND FOREVER RELEASES, ACQUITS AND DISCHARGES CHATTEM, ITS OFFICERS, DIRECTORS, EMPLOYEES, INVESTORS, SHAREHOLDERS, ADMINISTRATORS, ATTORNEYS, PREDECESSOR AND SUCCESSOR CORPORATIONS, AFFILIATES, PARENTS, RELATED ENTITIES, AGENTS, AND ASSIGNS, of and from any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, arising from the beginning of time to the date of this agreement, including but not limited to all claims related to the matters alleged in interest the Lawsuit and sureties (as well as their respective any other matters connected in any way with patch products sold by Chattem or any of its subsidiaries, parents, subsidiaries, affiliates or related entities anywhere in the world. LecTec further releases and affiliatesforever discharges the direct and indirect customers, distributors, and manufacturers of Chattem, and any subsidiaries, parents, affiliates or related entities of their agentseither of them, assignsof and from any claim, attorneysduty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, arising from the beginning of time to the date of this Agreement, related to any matters connected in any way with patch products sold by Chattem or any of its subsidiaries, parents, affiliates or related entities anywhere in the world. The foregoing release does not extend to any prospective obligations incurred under this Agreement, if any. Chattem, on behalf of itself and its officers, directors, employees, heirs, insurers, investors, managersshareholders, membersadministrators, officerspredecessor and successor corporations, officialsattorneys, ownersaffiliates, representativesagents, predecessors and successors in interest and sureties), to the extent applicableassigns, hereby completely fully and forever release, acquitacquit and discharge LecTec, and forever discharge each other and their respective agents, assigns, attorneysits officers, directors, employees, heirs, insurers, investors, managersshareholders, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties (as well as their respective parents, subsidiaries, related entities and affiliates, and any of their agents, assignsadministrators, attorneys, directorspredecessor and successor corporations, employeesaffiliates, heirsagents, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties), to the extent applicableassigns, of and from any and all demandsclaim, claimsduty, counterclaims, obligations, causes of actions and compensation of any nature, type or description whatsoever whether based upon tort, contract, statute, equity, tortious breach of contract or bad faith, or any other theory of recovery, which any of the Parties hereto may have or has had from the beginning to time to present date that arise from or relate to the Supply Agreement or Repayment Plans which were or could have been asserted in any litigation. The Parties further agree that they each waive any and all entitlement to relief or compensation, with the exception of what is identified herein, including, but not limited to, monetary damages or equitable relief, with respect to any claim obligation or cause of action released pursuant relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, arising from the beginning of time to the preceding paragraph. This release shall date of this Agreement, including but not apply limited to all claims related to the obligations matters alleged in the Lawsuit and any other matters connected in any way with patch products sold by Chattem or any of their subsidiaries, affiliates or related entities anywhere in the Parties owe world. Chattem further releases and forever discharges the direct and indirect customers and distributors of LecTec, and any of its subsidiaries, affiliates, or related entities, of and from any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, arising from the beginning of time to the date of this Agreement, related to any matters connected in any way with patch products sold by LecTec or any of its subsidiaries, affiliates, or related entities anywhere in the world. The foregoing release does not extend to any prospective obligations incurred under this Modification Agreement including, without limitation, the terms of Section 2 herein, under which Xxxxxx has agreed to pay amounts to Xxxx in the form of cash payments (totaling $750,000), the Storage Fees, VFU purchases (totaling $5,600,000), and warrants. The Parties agree that all such obligations owed under this Modification Agreement are specifically reserved and exempted from any release under this Modification Agreement. Agrify further acknowledges and agrees that any release under this Modification Agreement does not in any manner impair or adversely affect or constitute a waiver of any of Xxxx’x rights against Agrify to enforce Xxxxxx’s performance of its obligations hereunder. In the event Agrify defaults in performing its obligations under this Modification Agreement, Agrify acknowledges and agrees that Xxxx has a claim to payment by Agrify of the Stipulated Amount less any payments already made to Xxxx by Xxxxxx. Agrify hereby waives any defenses, claims, counterclaims, recoupment or offsets it may have to any such claim by Xxxx, including under this Paragraph 5if any.

Mutual General Release. Upon the Parties’ execution hereof(a) Xxxxx, subject to Xxxxxx’s compliance with the terms and conditions of Section 2 herein, and in consideration of the mutual releases and for other good and valuable consideration identified herein, the receipt and sufficiency of which are hereby acknowledged, the Parties on behalf of themselves himself and his estate, heirs, executors and personal representatives, and the Company, on behalf of itself and its predecessors, successors, assigns, agents and, in each case, all persons acting by, through, under or in concert with any of them, hereby release and discharge fully, finally and forever one another and their respective agentsestate, heirs, executors, personal representatives, employees, officers, directors, stockholders, predecessors, successors, assigns, attorneysagents, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors attorneys and successors in interest and sureties (as well as their respective parents, subsidiaries, related entities and affiliatesaccountants, and all persons acting by, through, under or in concert with any of their agentsthem (individually and collectively, assignsthe "Released Parties") from all claims, demands, obligations, losses, causes of action, in law or in equity, costs, expenses, suits, debts, liens, promises, damages, attorneys' fees and liabilities of any nature whatsoever, directorsknown or unknown, employeesfixed or contingent, heirswhether based upon contract, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties), to tort or statute which they now have or may hereafter have against the extent applicable, hereby completely release, acquit, and forever discharge each other and their respective agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties (as well as their respective parents, subsidiaries, related entities and affiliates, and any Released Parties by reason of their agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties), to the extent applicable, of and from any and all demandsacts, claimsomissions, counterclaimsevents or facts occurring or existing prior to the Effective Date (collectively, obligationsthe "Released Matters"), causes of actions and compensation of including but not limited to the following: any nature, type or description whatsoever whether based upon tort, contract, statute, equity, tortious alleged breach of contract or bad faith, the 1998 Employment Agreement or any other theory agreement or policy to which the Company is a party; any alleged breach of recoveryany covenant of good faith and fair dealing, which express or implied; any alleged torts or other alleged legal restrictions relating to Xxxxx' employment and the termination thereof; and any alleged violation of the Parties hereto may have any federal, state or has had from the beginning to time to present date that arise from local statute or relate to the Supply Agreement or Repayment Plans which were or could have been asserted in any litigation. The Parties further agree that they each waive any and all entitlement to relief or compensationordinance, with the exception of what is identified herein, including, but not limited to, monetary damages or equitable relief, with respect to any claim or cause of action released pursuant to the preceding paragraph. This release shall not apply to the obligations any of the Parties owe under this Modification Agreement including, without limitation, Title VII of the Civil Rights Act of 1964, as amended; the Equal Pay Act, as amended; the Age Discrimination in Employment Act, as amended; the Americans With Disabilities Act, as amended; the Employee Retirement Income Security Act, as amended; the Older Workers Benefit Protection Act of 1990; the California Fair Employment and Housing Act, as amended; the California Labor Code, as amended; and/or any other local, state, or federal law governing discrimination in employment and/or the payment of wages and benefits, or any matters arising out of, or relating to, Xxxxx' employment relationship with the Company. Notwithstanding the foregoing, (a) the Released Matters shall not include, and nothing herein shall affect, any claim arising from or relating to any breach by a Released Party of the terms of Section 2 herein, under which Xxxxxx has agreed to pay amounts to Xxxx this Agreement and (b) nothing in the form this Agreement shall release Xxxxx or any of cash payments (totaling $750,000), the Storage Fees, VFU purchases (totaling $5,600,000), and warrants. The his related Released Parties agree that all such obligations owed under this Modification Agreement are specifically reserved and exempted from any release under this Modification Agreement. Agrify further acknowledges and agrees that any release under this Modification Agreement does liability (i) for breach of his duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in any manner impair good faith, or adversely affect which involve intentional misconduct, a knowing violation of law or constitute a waiver violation of any Section 16 under the Securities Exchange Act of Xxxx’x rights against Agrify to enforce Xxxxxx’s performance of its obligations hereunder. In the event Agrify defaults in performing its obligations 1934, as amended, (iii) under this Modification Agreement, Agrify acknowledges and agrees that Xxxx has a claim to payment by Agrify Section 174 of the Stipulated Amount less Delaware General Corporation Law, or (iv) for any payments already made to Xxxx by Xxxxxx. Agrify hereby waives any defensestransaction from which he derived an improper personal benefit, claims, counterclaims, recoupment or offsets it may have to any such claim by Xxxx, including under this Paragraph 5none of which shall constitute Released Matters.

Mutual General Release. Upon Except as specifically provided herein ---------------------- to the Parties’ execution hereofcontrary, subject to Xxxxxx’s compliance with the terms and conditions of Section 2 hereinXxxxxxxx, and in consideration of the mutual releases and for other good and valuable consideration identified hereinhimself, the receipt and sufficiency of which are hereby acknowledgedhis heirs, the Parties on behalf of themselves and their respective agentshis personal representatives, assigns, and attorneys, and FirstWorld, for itself, its present and future affiliates and subsidiaries, and each of their past, present, and future officers, directors, employees, heirsshareholders, independent contractors, insurers, investors, managers, members, officers, officials, ownersagents, representatives, predecessors assigns and successors in interest attorneys, mutually release and sureties (as well as their respective parentsdischarge the other, subsidiariesthe other's heirs, related entities and affiliates, and any of their agentspersonal representatives, assigns, attorneyspresent and future affiliates and subsidiaries, past, present, and future officers, directors, employees, heirsshareholders, independent contractors, attorneys, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest any and sureties), all other persons or entities that are now or may become liable to the extent applicable, hereby completely release, acquit, and forever discharge each other and their respective agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties (as well as their respective parents, subsidiaries, related entities and affiliates, and any of their agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties), due to the extent applicableacts or omissions of either Xxxxxxxx or FirstWorld, of and from any and all demandsactions, causes of actions, claims, counterclaimsdemands, obligationscosts and expenses, causes including attorneys' fees, of actions every kind and compensation of any naturenature whatsoever, type in law or description whatsoever whether based upon tort, contract, statute, in equity, tortious breach whether now known or unknown, that either of contract or bad faiththem, or any other theory of recovery, which person acting under any of the Parties hereto them, may have now have, or has had from the beginning to claim at any future time to present date that arise from have, based in whole or relate in part upon any act or omission occurring prior to the Supply effective date of this Agreement without regard to present actual knowledge of such acts or Repayment Plans which were or could have been asserted in any litigation. The Parties further agree that they each waive any and all entitlement to relief or compensationomissions, with the exception of what is identified herein, includingincluding specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, expressed or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under Federal, State or Local Laws, such as, but not necessarily limited to, monetary damages or equitable relief, with respect to any claim or cause of action released pursuant to the preceding paragraph. This Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination and Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans With Disabilities Act, and the Colorado Civil Rights Act; provided however, that this release shall not apply be intended to the obligations and ---------------- shall not release Xxxxxxxx from any claims for fraud, intentional misconduct or gross negligence that may be brought by any third party (including derivative actions brought by third parties on behalf of the Parties owe company) or for claims by FirstWorld, or any insurer of FirstWorld, seeking reimbursement or contribution for any such claims, and provided further that neither FirstWorld nor Xxxxxxxx ---------------- releases the other party from any obligations, nor waives any rights, under this Modification the Indemnification Agreement includingdated as of July 20, without limitation1999, between FirstWorld and Xxxxxxxx. Such Indemnification Agreement shall remain in full force and effect, and Xxxxxxxx shall continue to be covered by FirstWorld's Director and Officer Policy, in accordance with the terms of Section 2 hereinthat policy, under which Xxxxxx has agreed to pay amounts to Xxxx for the periods he served in the form of cash payments (totaling $750,000), the Storage Fees, VFU purchases (totaling $5,600,000), and warrants. The Parties agree that all such obligations owed under this Modification Agreement are specifically reserved and exempted from any release under this Modification Agreement. Agrify further acknowledges and agrees that any release under this Modification Agreement does not in any manner impair or adversely affect or constitute a waiver of any of Xxxx’x rights against Agrify to enforce Xxxxxx’s performance of its obligations hereunder. In the event Agrify defaults in performing its obligations under this Modification Agreement, Agrify acknowledges and agrees that Xxxx has a claim to payment by Agrify of the Stipulated Amount less any payments already made to Xxxx by Xxxxxx. Agrify hereby waives any defenses, claims, counterclaims, recoupment or offsets it may have to any such claim by Xxxx, including under this Paragraph 5capacities.

Mutual General Release. Upon the Parties’ execution hereof, subject to Xxxxxx’s compliance with the terms and conditions of Section 2 herein, and in consideration of the mutual releases and for other good and valuable consideration identified herein, the receipt and sufficiency of which are hereby acknowledged, the Parties The parties agree on behalf of themselves and themselves, their respective ---------------------- decedents, ancestors, dependents, heirs, executors, agents, assigns, attorneys, directorsservants, employees, heirsrepresentatives, insurers, investors, managers, membersdirectors, officers, officialssubsidiaries, ownersaffiliates, predecessors in interest, assigns and successors, and each of them, to fully release and discharge all other parties and their decedents, ancestors, dependents, heirs, executors, agents, attorneys, servants, employees, representatives, predecessors and successors in interest and sureties (as well as their respective parentsdirectors, officers, subsidiaries, related entities and affiliates, predecessors in interest, assigns and successors, and each of them, from all rights, claims or actions of any kind or nature whatever accruing up to and including the Effective Date arising from or relating to the Action or the Disputes. (Compuware and all of its decedents, ancestors, dependents, heirs, executors, agents, attorneys, servants, employees, representatives, directors, officers, subsidiaries, affiliates, predecessors in interest, assigns and successors, and each of them are sometimes collectively referred to herein as the "Compuware General Releasees." Defendants and all of their decedents, ancestors, dependents, heirs, executors, agents, attorneys, servants, employees, representatives, directors, officers, subsidiaries, affiliates, predecessors in interest, assigns and successors, and each of them are sometimes collectively referred to herein as the "Defendants General Releasees.") In addition, (a) Defendants agree to fully release and discharge those entities or individuals that were sales or marketing partners, OEMs, integrators, distributors, resellers, dealers, or customers of Compuware as of January 6, 1999, and each of them, if they are or would have been vicariously or contributorily liable for any claims that do or might arise from, or are related to, the Action or the facts or claims alleged therein, and (b) Compuware agrees to fully release and discharge those entities or individuals that were sales or marketing partners, OEMs, integrators, distributors, resellers, dealers, or customers of NetIQ as of January 6, 1999, and each of them, if they are or would have been vicariously or contributorily liable for any claims that do or might arise from, or are related to, the Action or the facts or claims alleged therein. (All of the sales or marketing partners, OEMs, integrators, distributors, resellers, dealers, and/or customers of Compuware, and all of the sales or marketing partners, OEMs, integrators, distributors, resellers, dealers, and/or customers of NetIQ, and each of them are sometimes collectively referred to herein as the "Limited Releasees.") Notwithstanding the foregoing, nothing in this Paragraph or in this Agreement shall be construed to limit Compuware's or NetIQ's respective rights to enforce any of their agentsrespective licenses, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties), to the extent applicable, hereby completely release, acquit, and forever discharge each contracts or other and their respective agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties (as well as their respective parents, subsidiaries, related entities and affiliates, and agreements with any of their agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties), to the extent applicable, of and from entity or person for any and all demands, claims, counterclaims, obligations, causes of actions and compensation of any nature, type acts or description whatsoever whether based upon tort, contract, statute, equity, tortious breach of contract or bad faith, or any other theory of recovery, which any of the Parties hereto may have or has had from the beginning to time to present date omissions that arise from or relate to the Supply Agreement or Repayment Plans which were or could have been asserted in any litigation. The Parties further agree that they each waive any and all entitlement to relief or compensation, with the exception of what is identified herein, including, but are not limited to, monetary damages or equitable relief, with respect to any claim or cause of action released pursuant to the preceding paragraph. This release shall not apply to the obligations any of the Parties owe under this Modification Agreement including, without limitation, the terms of Section 2 herein, under which Xxxxxx has agreed to pay amounts to Xxxx in the form of cash payments (totaling $750,000), the Storage Fees, VFU purchases (totaling $5,600,000), and warrants. The Parties agree that all such obligations owed under this Modification Agreement are specifically reserved and exempted from any release under this Modification Agreement. Agrify further acknowledges and agrees that any release under this Modification Agreement does not in any manner impair or adversely affect or constitute a waiver of any of Xxxx’x rights against Agrify to enforce Xxxxxx’s performance of its obligations hereunder. In the event Agrify defaults in performing its obligations under this Modification Agreement, Agrify acknowledges and agrees that Xxxx has a claim to payment by Agrify of the Stipulated Amount less any payments already made to Xxxx by Xxxxxx. Agrify hereby waives any defenses, claims, counterclaims, recoupment or offsets it may have to any such claim by Xxxx, including under this Paragraph 5and/or this Agreement.

Mutual General Release. Upon the Parties’ execution hereof(a) Each of (1) Holder, subject to Xxxxxx’s compliance with the terms and conditions of Section 2 herein, and in consideration of the mutual releases and for other good and valuable consideration identified herein, the receipt and sufficiency of which are hereby acknowledged, the Parties on behalf of themselves itself and its affiliates, subsidiaries, predecessors, successors and assigns, and each of their respective present and former directors, officers, employees, shareholders, warrant holders, option holders, lenders, managers, representatives, agents, assigns, attorneys, heirs, beneficiaries, executors and administrators and all persons acting by, through or in concert with them (collectively, the “Holder Releasors”), and (2) the Company, on behalf of itself and its affiliates, subsidiaries, predecessors, successors and assigns, and each of their respective present and former directors, officers, employees, heirsshareholders, insurerswarrant holders, investorsoption holders, lenders, managers, membersrepresentatives, agents, attorneys, heirs, beneficiaries, executors and administrators and all persons acting by, through or in concert with them (collectively, the “Company Releasors” and, together with the Holder Releasors, the “Releasors”), does hereby fully and without limitation release, acquit and forever discharge the Company (with respect to the Holder Releasors) and Holder (with respect to the Company Releasors) and each of their respective present and former affiliates, subsidiaries, predecessors, successors and assigns, and each of their respective present and former directors, officers, officialsemployees, ownersshareholders, warrant holders, option holders, lenders, managers, representatives, predecessors and successors in interest and sureties (as well as their respective parents, subsidiaries, related entities and affiliates, and any of their agents, assigns, attorneys, directors, employees, heirs, insurersbeneficiaries, investors, managers, members, officers, officials, owners, representatives, predecessors executors and successors in interest and sureties), to the extent applicable, hereby completely release, acquitadministrators, and forever discharge each other and their respective agentsall persons acting by, assignsthrough or in concert with them, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties (as well as their respective parents, subsidiaries, related entities and affiliates, and or any of their agentsthem (each, assignsindividually, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and suretiesa “Releasee”), to the extent applicable, of and from any and all demandsmanner of action or actions, cause or causes of action, claims, counterclaimscharges, obligationscomplaints, causes suits, liens, rights, demands, debts, contracts, agreements, promises, commitments, damages, liabilities, losses, costs, expenses and accountings of actions and compensation of any whatever nature, type known or description whatsoever whether based upon tortunknown, contractsuspected or unsuspected, statutedisclosed or undisclosed, fixed or contingent, in law or in equity, tortious breach of contract whether class, derivative or bad faithindividual in nature, for indemnity or any other theory of recoveryotherwise, which such Releasor now has or may have against any one or more of the Parties hereto may have Releasees based on, related to, arising from or has had in any way connected with any act, event, occurrence, omission or state of facts taken or existing from the beginning to of time to present the date that arise from or relate to the Supply Agreement or Repayment Plans which were or could have been asserted in any litigation. The Parties further agree that they each waive any and all entitlement to relief or compensationhereof (collectively, with the exception of what is identified herein“Claims”), including, but not limited to, monetary damages or equitable relief, with respect to any claim or cause of action released pursuant to the preceding paragraph. This release shall not apply to the obligations any of the Parties owe under this Modification Agreement including, without limitation, (i) any and all Claims related to any shares of capital stock of the terms Company or any other equity security of Section 2 hereinthe Company, under which Xxxxxx has agreed including any options, warrants, restricted stock, and other securities that are convertible into or exercisable for shares of capital stock or other equity securities of the Company (collectively, “Equity Securities”); (ii) any and all Claims related to pay amounts to Xxxx any other ownership or other interest in the form Company, (iii) any and all Claims related to any indebtedness or other obligations owed to or by the Company, including any redemption right in the Transaction Documents, (iv) any and all Claims related to or arising from any of cash payments the Terminated Agreements, including but not limited to all Principal, accrued Interest, Late Charges and other amounts at any time owed on the Note or under any of the Transaction Documents; and (totaling $750,000v) any and all Claims to all or any portion of the proceeds payable by the Investor in connection with the Financing other than the Settlement Amount. Notwithstanding anything to the contrary in this Section 3(a), no release is given hereunder in respect of (and the Storage Feesfollowing rights or claims shall not be considered “Claims” for purposes of this Section 4(a)) (a) any claim which cannot be waived by law, VFU purchases (totaling $5,600,000)b) claims arising out of, and warrants. The Parties agree that all such obligations owed under this Modification Agreement are specifically reserved and exempted resulting from or relating, directly or indirectly, to any release under this Modification Agreement. Agrify further acknowledges and agrees that any release under this Modification Agreement does not in any manner impair act, omission or adversely affect or constitute a waiver of any of Xxxx’x rights against Agrify to enforce Xxxxxx’s performance of its obligations hereunder. In event occurring after the event Agrify defaults in performing its obligations under this Modification Agreementdate hereof, Agrify acknowledges and agrees that Xxxx has a claim to including the payment by Agrify of the Stipulated Amount less any payments already made to Xxxx by Xxxxxx. Agrify hereby waives any defenses, claims, counterclaims, recoupment or offsets it may have to any such claim by Xxxx, including under this Paragraph 5Settlement Amount.

Mutual General Release. Upon the Parties’ execution hereof, subject to Xxxxxx’s compliance with the terms and conditions of Section 2 herein, and in A. In consideration of the mutual releases and for other good and valuable consideration identified hereinTransamerica's entering into this Agreement, the receipt and sufficiency of which are hereby acknowledgedGALAGEN, the Parties acting on behalf of themselves itself and its successors and assigns, and its and their respective agents, assigns, attorneyspast and present officers, directors, employees, heirs, insurers, investors, managers, membersattorneys, officersaccountants, officialsagents, ownersservants, representativesshareholders and partners (collectively, predecessors the "GALAGEN Group"), hereby releases and forever discharges Transamerica and its successors in interest and sureties (as well as assigns, its and their respective parents, subsidiaries, related entities subsidiaries and affiliates, and any of its and their agents, assigns, attorneyspast and present officers, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and suretiesattorneys (including in-house attorneys), to the extent applicableaccountants, hereby completely release, acquitagents, and forever discharge each other and their respective agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties (as well as their respective parents, subsidiaries, related entities and affiliatesservants, and any each of their agentsthem, assignsin all capacities, attorneysincluding individually (collectively, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and suretiesthe "Transamerica Group"), to the extent applicable, of and from any and all demandsactions, liabilities, liens, debts, damages, claims, counterclaimssuits, obligationsjudgments, causes executions and demands of actions every kind, nature and compensation of any naturedescription, type or description whatsoever whether based upon tortincluding but not limited to tort claims, contract, statute, equity, tortious breach of contract or bad faith, that the GALAGEN Group or any other theory member thereof may have against any member of recoverythe Transamerica Group arising out of or related to the relationship or transactions between Transamerica and GALAGEN occurring before the Closing Date, and waives any and all defenses and rights of offset which the GALAGEN Group or any member thereof may have arising out of or related to the relationship or transactions between Transamerica and GALAGEN; provided, that this release shall not release any of the Parties hereto may have Transamerica Group from any of the following: (i) from any obligations arising under or has had from the beginning to time to present date that arise created by this Agreement, (ii) any rights, privileges or benefits arising from or relate out of: (a) the Stock Subscription Warrant dated as of November 29, 2001; or (b) the Amended and Restated Stock Subscription Warrant dated as of July 1, 1997, each by and between GalaGen Inc. and TBCC Funding Trust I (“Stock Subscription Warrants”) or any stock issued or to be issued in connection therewith or rights or benefits granted in favor of TBCC Funding Trust I or the Transamerica Group pursuant to the Supply Agreement Stock Subscription Warrants or Repayment Plans which were any shares issued in connection therewith, or could have been asserted in any litigation. The Parties further agree that they each waive any and all entitlement to relief or compensation, with the exception of what is identified herein, including, but not limited to, monetary damages or equitable relief, (iii) with respect to any claim or cause of action released pursuant to the preceding paragraph. This release shall not apply to the obligations any of the Parties owe under this Modification Agreement includingactions, without limitationliabilities, the terms of Section 2 hereinliens, under which Xxxxxx has agreed to pay amounts to Xxxx in the form of cash payments (totaling $750,000)debts, the Storage Fees, VFU purchases (totaling $5,600,000), and warrants. The Parties agree that all such obligations owed under this Modification Agreement are specifically reserved and exempted from any release under this Modification Agreement. Agrify further acknowledges and agrees that any release under this Modification Agreement does not in any manner impair or adversely affect or constitute a waiver of any of Xxxx’x rights against Agrify to enforce Xxxxxx’s performance of its obligations hereunder. In the event Agrify defaults in performing its obligations under this Modification Agreement, Agrify acknowledges and agrees that Xxxx has a claim to payment by Agrify of the Stipulated Amount less any payments already made to Xxxx by Xxxxxx. Agrify hereby waives any defensesdamages, claims, counterclaimssuits, recoupment judgments, executions or offsets it may have demands arising out of or related to any relationship or transactions between Transamerica and GALAGEN to the extent such claim by Xxxx, including under this Paragraph 5relationship or transactions come into existence only after the Closing Date.

Mutual General Release. Upon Each of the Parties’ execution hereofparties does hereby for himself, subject to Xxxxxx’s compliance with the terms and conditions of Section 2 hereinherself, or itself, as applicable, and in consideration of the mutual releases and for other good and valuable consideration identified hereinhis, the receipt and sufficiency of which are hereby acknowledgedher or its heirs, the Parties on behalf of themselves and their respective agents, assignsrepresentatives, attorneys, directorsexecutors, employeesadministrators, heirssuccessors and assigns, insurersrelease, investorsacquit and forever discharge the other party, managerstogether with his, membersher or its, officersas applicable, officials, owners, representatives, predecessors and successors in interest and sureties (as well as their respective parents, subsidiaries, related entities and affiliates, predecessors, and any of successor corporations and business entities, past, present and future, and its and their agents, assignsdirectors, attorneys, directorsofficers, employees, heirsshareholders, insurers and reinsurers, and employee benefit plans (and the trustees, administrators, fiduciaries, agents, insurers, investorsand reinsurers of such plans) past, managerspresent and future, membersand their heirs, officersexecutors, officialsadministrators, ownerspredecessors, representativessuccessors, predecessors and successors assigns from any and all actions, causes of action, obligations, costs, expenses, attorneys’ fees, damages, losses, claims, liabilities, suits, debts, demands and benefits of whatever character in interest and sureties)law, or in equity, known or unknown, suspected or unsuspected, matured or unmatured, of any kind or nature, whatsoever, now existing or arising in the future based on any act or omission, event, occurrence, or non-occurrence, from the beginning of time to the extent applicabledate of execution of this Agreement. The release contained herein does not release the obligations of any party under this Agreement or any right to indemnification as set forth in paragraph 8 below or of Executive by ILED under applicable law and/or to insurance under any applicable liability policy for acts or omissions occurring prior to Executive’s last day of employment. The above release includes, hereby completely but is not limited to, any claims or causes of action arising out of or in any way relating to Executive’s employment with ILED and his separation of employment from ILED, the termination of the Employment Agreement or in connection with the Notes or the Shares. ILED, Executive, Custodian and Xxxxxx Xxxxxxxx on the one hand and Xxxxxx Xxxxxxxxx and Xxxxx Xxxx on the other, and in addition to the above named parties, mutually and specifically release, acquit, acquit and forever discharge each other and their respective agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties (as well as their respective parents, subsidiaries, related entities and affiliates, and any part of their agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties), to the extent applicable, of and from this mutual general release. The parties agree that this release includes any and all demandsclaims between them pertaining to (a) any and all claims of violation of any foreign or United States federal, claimsstate, counterclaimsprovincial and local law arising from or relating to Employee’s recruitment, hire, employment and termination of employment with the Company; (b) any and all claims of wrongful discharge, emotional distress, defamation, misrepresentation, fraud, detrimental reliance, breach of contractual obligations, causes promissory estoppel, negligence, assault and battery, and violation of actions public policy; (c) all claims to disputed wages, compensation, and compensation benefits, including any claims for violation of applicable state laws relating to wages and hours of work; and any natureand all claims for monetary damages and any other form of personal relief. Executive acknowledges that his release of ILED includes without limitation: The National Labor Relations Act, type as amended; Title VII of the Civil Rights Act of 1964, as amended; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended The Immigration Reform and Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended; The Older Workers Benefit Protection Act; The Worker Adjustment and Retraining Notification Act, as amended; The Fair Labor Standards Act, as amended; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act, as amended; The Genetic Information Non-Discrimination Act; The Occupational Safety and Health Act, as amended; The Xxxxxxxx-Xxxxx Act of 2002; Florida’s Private-Sector Whistle-Blower’s Act; Florida’s Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim pursuant to Florida Statute §440.205; The Florida Equal Pay Act; The Florida Omnibus Aids Act; Florida’s Statutory Provisions Regarding Employment Discrimination on the Basis of and Mandatory Screening or description whatsoever whether based upon tortTesting for Sickle Cell Trait; Florida’s Domestic Violence Leave Act; Florida’s Preservation & Protection of Right to Keep & Bear Arms in Motor Vehicles Act; Florida’s General Labor Regulations; The Florida Wage and Hour Laws, as amended; The Florida Minimum Wage Act; The Florida Civil Rights Act, as amended; Equal Pay Law for Florida and the federal Equal Pay Acts, as amended; The City of Sarasota Non-Discrimination Ordinance No. 03-4462, Chapter 18 of the Sarasota City Code; Any other federal, state, or local civil or human rights law or any other local, state, or federal law, regulation or ordinance; Any public policy, contract, statutetort or common law; and Any claim for costs, equityfees, tortious breach or other expenses including attorneys’ fees incurred in these matters. The above list is illustrative only and is not meant in any way to limit the release given by Executive. In consideration of contract or bad faiththe valuable consideration provided for in this Agreement, the parties intend to give up any rights he/she/they/it might have under these or any other theory of recovery, which any of the Parties hereto may have or has had from the beginning to time to present date that arise from or relate to the Supply Agreement or Repayment Plans which were or could have been asserted in any litigation. The Parties further agree that they each waive any and all entitlement to relief or compensation, with the exception of what is identified herein, including, but not limited to, monetary damages or equitable relief, laws with respect to any claim Executive’s employment or cause association with ILED and the termination of action released pursuant his engagement or association with ILED. For the purpose of implementing a full and complete release, the parties expressly acknowledge that the releases they give in this release are intended to the preceding paragraph. This release shall not apply to the obligations any of the Parties owe under this Modification Agreement includinginclude in their effect, without limitation, claims that they did not know or suspect to exist in their favor at the terms time of Section 2 hereinthe effective date of this release, under regardless of whether the knowledge of such claims or the facts upon which Xxxxxx has agreed to pay amounts to Xxxx in they might be based would materially have affected the form settlement of cash payments (totaling $750,000), the Storage Fees, VFU purchases (totaling $5,600,000)this matter, and warrants. The Parties agree that all such obligations owed the consideration given under this Modification Agreement are specifically reserved release is also for the release of those claims and exempted from any release under this Modification Agreement. Agrify further acknowledges and agrees that any release under this Modification Agreement does not in any manner impair or adversely affect or constitute a waiver contemplates the extinguishment of any unknown claims. Executive understands that he has twenty-one (21) days from the date of Xxxx’x rights against Agrify his receipt of this release, not counting the date upon which he receives it, to enforce Xxxxxx’s performance of its obligations hereunderconsider whether he wishes to sign the release. In Executive acknowledges that if he signs this release prior to the event Agrify defaults in performing its obligations under this Modification Agreement, Agrify acknowledges and agrees that Xxxx has a claim to payment by Agrify end of the Stipulated Amount less any payments already made to Xxxx by Xxxxxx. Agrify hereby waives any defensestwenty-one (21) day period, claims, counterclaims, recoupment or offsets it may have to any such claim by Xxxx, including under this Paragraph 5decision is Executive’s voluntary and personal decision.

Mutual General Release. Upon In consideration for the Parties’ execution hereof, subject to Xxxxxx’s compliance with the performance of all terms and conditions of Section 2 hereinthis Agreement, except as to such rights as may be created by this Agreement, the Parties, and in consideration each of the mutual releases and for other good and valuable consideration identified hereinthem, the receipt and sufficiency of which are hereby acknowledged, the Parties on behalf of themselves and their respective past and present parents, subsidiaries, affiliates, officers, directors, agents, assignsservants, attorneys, directorsprofessional corporations, employees, heirs, insurersexecutors, representatives, investors, managersshareholders, membersattorneys, officerspredecessors, officials, owners, representatives, predecessors and successors in interest and sureties (as well as their respective parents, subsidiaries, related entities and affiliates, and any of their agentssuccessors, assigns, attorneys, directors, employees, heirssureties, insurers, investorsexcess insurers, managersreinsurers, principals, managing members, officerstrustees, officialsbeneficiaries, ownersunit holders, representativeslimited and general partners, predecessors and successors all persons acting through or in interest and sureties), to the extent applicableconcert with any of them, hereby completely release, acquit, generally release and forever discharge each other and their respective past and present parents, subsidiaries, affiliates, officers, directors, agents, assignsservants, attorneys, directorsprofessional corporations, employees, heirs, insurersexecutors, representatives, investors, managersshareholders, membersattorneys, officerspredecessors, officials, owners, representatives, predecessors and successors in interest and sureties (as well as their respective parents, subsidiaries, related entities and affiliates, and any of their agentssuccessors, assigns, attorneys, directors, employees, heirssureties, insurers, investorsexcess insurers, managersreinsurers, principals, managing members, officerstrustees, officialsbeneficiaries, ownersunit holders, representativeslimited and general partners, predecessors and successors all persons acting through or in interest and sureties)concert with any of them, to the extent applicableif any, of and from any and all demands, claims, counterclaimslosses, debts, liabilities, demands, obligations, rights, disputes, fees, controversies, costs, expenses, damages, actions and causes of actions and compensation of any natureaction whatsoever, type in law or description whatsoever whether based upon tort, contract, statute, equity, tortious breach of contract whether known or bad faithunknown, suspected or any other theory of recoveryunsuspected, which any fixed or contingent, existing as of the Parties hereto may have Effective Date of this Agreement and accrued or has had hereafter accruing from the beginning to time to present date that arise from or relate to the Supply Agreement or Repayment Plans which were or could have been asserted in any litigation. The Parties further agree that they each waive any and all entitlement to relief or compensation, with the exception of what is identified hereincause whatsoever, including, but not limited to, monetary damages any and all claims, demands and allegations, made, or equitable reliefwhich could have been made, with respect to any claim arising out of or cause of action released pursuant relating to the preceding paragraphClaims (collectively, the “Released Claims”). This The foregoing release shall not apply to of HPO is expressly conditioned upon the obligations any timely (time being of the Parties owe under this Modification Agreement including, without limitation, the terms of Section 2 herein, under which Xxxxxx has agreed to pay amounts to Xxxx in the form of cash payments (totaling $750,000), the Storage Fees, VFU purchases (totaling $5,600,000), essence) and warrants. The Parties agree that all such obligations owed under this Modification Agreement are specifically reserved and exempted from any release under this Modification Agreement. Agrify further acknowledges and agrees that any release under this Modification Agreement does not in any manner impair or adversely affect or constitute a waiver of any of Xxxx’x rights against Agrify to enforce Xxxxxx’s performance of its obligations hereunder. In the event Agrify defaults in performing its obligations under this Modification Agreement, Agrify acknowledges and agrees that Xxxx has a claim to payment by Agrify complete delivery of the Stipulated Amount less any payments already made to Xxxx by Xxxxxx. Agrify hereby waives any defenses, claims, counterclaims, recoupment or offsets it may have to any such claim by Xxxx, including under this Paragraph 5deliverables in Section 6.

Mutual General Release. Upon Expressly conditioned upon timely completion of the delivery requirements set forth under Section 2 above the Parties’ execution hereof, subject to Xxxxxx’s compliance with the terms and conditions of Section 2 hereineach for themselves, and in consideration of the mutual releases and for other good and valuable consideration identified herein, the receipt and sufficiency of which are hereby acknowledged, the Parties on behalf of themselves and their respective agentsBoards of Directors, officers, shareholders, assigns, attorneysemployees, directorsagents, employeespredecessors, heirs, insurersexecutors, investorsand administrators, managerssuccessors, memberssubsidiary entities, officersformer entities, officials, owners, representatives, predecessors and successors in interest and sureties (as well as their respective parents, subsidiaries, related entities and affiliatesattorneys, and any of their agentsothers claiming under or through them, assignsboth past and present, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties), to the extent applicable, do hereby completely release, acquit, release and forever discharge each other other, and their respective agentseach of the others' Boards of Directors, officers, shareholders, assigns, attorneysemployees, directorsagents, employeespredecessors, successors, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties (as well as their respective parents, subsidiaries, related entities and affiliatesexecutors, and any of their agentsadministrators, assignssubsidiary entities, former entities, attorneys, directorsand all others acting by, employeesthrough, heirsunder, insurersor in concert with the other, investorsand each of them, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties), to the extent applicable, of and from any and all demandsmanner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts (express, implied in fact, or implied by law), agreements, promises, liabilities, claims, counterclaimsset offs, obligationsrights and claims for indemnity and/or contribution, causes of actions and compensation refunds, overpayments, demands, damages, losses, costs, or expenses, of any naturenature whatsoever, type known or description unknown, suspected or unsuspected, fixed or contingent, which each now has or may hereafter have by reason of any matter, cause, or thing whatsoever whether based upon tortfrom the beginning of time to the date hereof, contractincluding, statutewithout limiting the generality of the foregoing, equityany matters that or might have been in any way raised, tortious breach by complaint, cross-complaint or otherwise, as a result of contract or bad faiththe Employment Agreement and the services of Xxxxx to ISN during and prior to the term of the Employment Agreement. Notwithstanding the above, or any other theory provisions of recoverythis instrument, this Agreement shall not affect, discharge, or release any claims, known or unknown, which any of the Parties hereto may have or has had from the beginning to time to present date that arise from or relate to the Supply Agreement rights or Repayment Plans which were obligations of the parties hereto, whether presently existing or could have been asserted in any litigation. The Parties further agree that they each waive any and all entitlement to relief or compensation, with the exception of what is identified herein, including, but not limited to, monetary damages or equitable reliefsubsequently accruing, with respect to any claim or cause of action released pursuant to the preceding paragraph. This release shall not apply to the obligations any created by or arising out of the Parties owe under provisions of this Modification Agreement including, without limitation, the terms of Section 2 herein, under which Xxxxxx has agreed to pay amounts to Xxxx in the form of cash payments (totaling $750,000), the Storage Fees, VFU purchases (totaling $5,600,000), and warrants. The Parties agree that all such obligations owed under this Modification Agreement are specifically reserved and exempted from any release under this Modification Agreement. Agrify further acknowledges and agrees that any release under this Modification Agreement does not in any manner impair or adversely affect or constitute a waiver of any of Xxxx’x rights against Agrify to enforce Xxxxxx’s performance of its obligations hereunder. In the event Agrify defaults in performing its obligations under this Modification Agreement, Agrify acknowledges and agrees that Xxxx has a claim to payment by Agrify of the Stipulated Amount less any payments already made to Xxxx by Xxxxxx. Agrify hereby waives any defenses, claims, counterclaims, recoupment or offsets it may have to any such claim by Xxxx, including under this Paragraph 5.

Mutual General Release. Upon the Parties’ execution hereofEmployee, subject to Xxxxxx’s compliance with the terms for Employee's part, shall and conditions of Section 2 hereinhereby does release and forever discharge Employer, and in consideration of the mutual releases and for other good and valuable consideration identified hereinEmployer's predecessors, the receipt and sufficiency of which are hereby acknowledgedsuccessors, the Parties on behalf of themselves and their respective agentsheirs, assigns, attorneysexecutors, directorsadministrators, agents, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors attorneys, affiliates, subsidiaries, and successors any and all past or present officers and directors of Employer in interest their individual and sureties (representative capacities, and all of them, as well as their respective parents, subsidiaries, related entities and affiliates, and any of their agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties), to the extent applicable, hereby completely release, acquit, and forever discharge each other and their respective agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties (as well as their respective parents, subsidiaries, related entities and affiliates, and any of their agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties), to the extent applicable, of and from any and all demandspersons acting or allegedly acting by, under, through or in concert with any of them ("Employer Releasees"), against any and all claims, counterclaimsdamages, actions, causes of action, liabilities, judgments, liens, contracts, agreements, rights, debts, suits, obligations, causes of actions promises, acts, costs and compensation of any nature, type or description whatsoever whether based upon tort, contract, statute, equity, tortious breach of contract or bad faith, or any other theory of recovery, which any of the Parties hereto may have or has had from the beginning to time to present date that arise from or relate to the Supply Agreement or Repayment Plans which were or could have been asserted in any litigation. The Parties further agree that they each waive any and all entitlement to relief or compensation, with the exception of what is identified herein, expenses (including, but not limited to, monetary attorneys' fees), damages and charges of whatsoever nature, whether known or equitable reliefunknown, with respect suspected or unsuspected, foreseen or unforeseen, fixed or contingent, or ever filed or prosecuted (hereinafter, collectively referred to as "Claims") which Employee may now have, or claims to have, or any claim time heretofore had, or cause claimed to have had, against Employer Releasees as a result of action released pursuant things undertaken, said, stated, done or admitted to be done up to and including the date of this Agreement; PROVIDED HOWEVER that Employee shall not be deemed to release Employer under this Section 4.4 for obligations of the Employer arising out of this Agreement or the Indemnification Agreement between Employer and Employee or any other rights Employee may have to indemnification or contribution from Employer. Excepting the obligations set forth in this Agreement, Employer, and its predecessors, successors, heirs, assigns, executors, administrators, agents, employees, representatives, attorneys, affiliates, subsidiaries, and any and all past or present officers and directors for their part, shall and hereby do release and forever discharge Employee and Employee's predecessors, successors, heirs, assigns, agents, representatives, attorneys executors and administrators and all of them ("Employee Releasees") against any and all Claims (as defined in the preceding paragraph. This release ) which Employer may now have, or claims to have, or at any time heretofore had or claimed to have had against Employee Releasees as a result of things undertaken, said, stated, done or admitted to be done up to and including the date of this Agreement; PROVIDED HOWEVER that if Employer at any time before the Resignation Date or on or before the day six months after the Resignation Date, discovers that Employee has stolen, taken, destroyed, or otherwise tampered with any confidential materials and/or information of Employer, or has disclosed any confidential materials and/or information of Employer to any third party without the express written authorization of Employer (other than actions taken by Employee in good faith and in the normal course of business in her capacity as an officer of Employer and for the benefit and in the best interests of Employer), during Employee's term of employment or following the Resignation Date, Employer (i) shall not apply be deemed to have released Employee from any liability for such action and Employer shall file an action, claim or suit against Employee for such actions discovered within seven months after the Resignation Date and (ii) that Employer shall not be deemed to release Employee under this Section 4.4 for obligations any of the Parties owe under this Modification Agreement including, without limitation, the terms of Section 2 herein, under which Xxxxxx has agreed to pay amounts to Xxxx in the form of cash payments (totaling $750,000), the Storage Fees, VFU purchases (totaling $5,600,000), and warrants. The Parties agree that all such obligations owed under this Modification Agreement are specifically reserved and exempted from any release under this Modification Agreement. Agrify further acknowledges and agrees that any release under this Modification Agreement does not in any manner impair or adversely affect or constitute a waiver of any of Xxxx’x rights against Agrify to enforce Xxxxxx’s performance of its obligations hereunder. In the event Agrify defaults in performing its obligations under this Modification Agreement, Agrify acknowledges and agrees that Xxxx has a claim to payment by Agrify Employee arising out of the Stipulated Amount less any payments already made to Xxxx by Xxxxxx. Agrify hereby waives any defenses, claims, counterclaims, recoupment or offsets it may have to any such claim by Xxxx, including under this Paragraph 5Confidentiality Agreement between Employer and Employee.