Common use of Mutual Release Clause in Contracts

Mutual Release. (a) In consideration of the covenants, agreements and undertakings of the Parties under this Amendment, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment arising out of or relating to the Indemnification Escrow Fund, the Escrow Agreement, any breaches (or alleged breaches) by Buyer on or before the date hereof relating to the Agreement or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or arising out of or relating to the Agreement; provided, however, that such release shall not apply to any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections of any state or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendment, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its affiliates, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liability.

Mutual Release. (a) In consideration Except as otherwise provided in this Section 7.06, effective upon the Closing and receipt of the covenantsamounts set forth in Schedules 2.01 and 2.03, agreements and undertakings each of the Parties under this Amendment, each Party▇▇▇▇▇▇▇ Entities, on behalf of itself and each of its respective present Affiliates hereby releases and former parentsforever holds harmless Melham Holdings, subsidiariesInc., affiliatesMelham, officersthe Issuers and their Subsidiaries and their Affiliates, directors, shareholdersofficers and agents (the "Released Parties") from and against all obligations, members, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suitsclaims, lossesdemands, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligationsdamages, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, expenses and demands, of every kind and nature liabilities whatsoever, whether now known or unknown, foreseen liquidated or unforeseencontingent, matured at law or unmatured, suspected or unsuspected, in law, admiralty, or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement equity (collectively, “"Claims”"), which any of such Releasors ▇▇▇▇▇▇▇ Entity ever had, now havehave or which they or their successors, or assigns, heirs, executors and administrators hereafter can, shall, shall or may have against any of such Releasees forthe Released Parties or their successors or assigns with respect to all rights, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment obligations and other matters arising out of or relating related to the Indemnification Escrow FundTransaction Documents, including without limitation (i) any obligations of the Escrow AgreementReleased Parties arising under any Transaction Document, and (ii) any breaches rights of such ▇▇▇▇▇▇▇ Entity to any capital stock or other securities of the Released Parties (or alleged breaches) by Buyer on any security convertible or before the date hereof relating to the Agreement exchangeable for, or any breaches options, warrants or rights to purchase, such capital stock or securities (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or and any claims arising out of or relating to the Agreementtherefrom); provided, however, that such nothing in this sentence shall release shall not apply to any Claims related which such ▇▇▇▇▇▇▇ Entity ever had, now have or which they or their successors, assigns, heirs, executors and administrators hereafter can, shall or may have against the Released Parties or their successors or assigns under this Agreement or any agreement, certificate or instrument executed and delivered in connection with this Agreement; and provided, further, that nothing in this Section 7.06 shall be deemed to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 release any obligations of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of Released Parties under the AgreementCredit Documents. (b) Each Releasor understands that it may later discover Claims Effective upon the Closing, each of Melham Holdings, Inc., Melham and the Issuers, on behalf of themselves and each of their Subsidiaries and Affiliates (the "▇▇▇▇ Group") hereby releases and forever holds harmless the ▇▇▇▇▇▇▇ Entities and their Subsidiaries, Affiliates, partners, directors, officers and agents (the "▇▇▇▇▇▇▇ Released Parties") from and against all Claims, which the ▇▇▇▇ Group ever had, now have or facts that may be different fromwhich they or their successors, assigns, heirs, executors and administrators hereafter can, shall or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision against the ▇▇▇▇▇▇▇ Released Parties or their successors or assigns with respect to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits obligations and protections other matters arising out of any state or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 Transaction Documents, including without limitation (i) any obligations of the Agreement▇▇▇▇▇▇▇ Released Parties arising under any Transaction Document, Sellers shall not have and (ii) any personal liability whatsoever rights of the ▇▇▇▇ Group to any capital stock or other securities of the Buyer under the Agreement, this Amendment▇▇▇▇▇▇▇ Released Parties (or any security convertible or exchangeable for, or any other document options, warrants or rights to purchase, such capital stock or securities (and any claims arising therefrom); provided, however, that nothing in this sentence shall release any Claims which the ▇▇▇▇ Group ever had, now have or which they or their successors, assigns, heirs, executors and administrators hereafter can, shall or may have against the ▇▇▇▇▇▇▇ Released Parties or their successors or assigns under this Agreement or any agreement, certificate or instrument executed and delivered in connection with this Agreement; and provided further, that nothing in this Section 7.06 shall be deemed to release any obligations of the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its affiliates, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liability▇▇▇▇▇▇▇ Released Parties under the Indenture.

Mutual Release. (a) In With the exception of the Outstanding Payments, the Transition Fees, and the Parties respective obligations hereunder, and in consideration of the covenants, agreements agreements, and undertakings of the Parties under this AmendmentAgreement, upon the Effective Date, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliatesAffiliates, officers, directors, shareholders, managers, members, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliatesAffiliates, employees, officers, directors, shareholders, managers, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment Effective Date, arising out of or relating to the Indemnification Escrow FundPrior Agreements, except for any surviving obligations under the Escrow Agreement, any breaches (or alleged breaches) by Buyer on or before the date hereof Prior Agreements and Claims relating to the Agreement rights and obligations preserved by, created by, or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or otherwise arising out of or relating to the Agreement; provided, however, that such release shall not apply to any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the this Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections of any state or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendment, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its affiliates, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liability.

Mutual Release. (ai) In consideration of MSC, and any entity which MSC maintains a direct or indirect controlling or majority interest, hereby releases and forever discharges SSRG and the covenantsParent, agreements and undertakings of the Parties under this Amendment, each Party, on behalf of itself and its their respective present and former parents, subsidiaries, affiliatesfuture directors, officers, directorsmanagers, shareholderspartners, membersagents, successorsconsultants, employees, representatives, attorneys, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, “SSRG Releasees”) ), of and from any and all claims, demands, actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums rights of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenantsaction, contracts, controversies, covenants, obligations, agreements, promises, variances, trespasses, damages, judgmentspenalties, interest, fees, expenses, costs, remedies, reckonings, extents, executionsresponsibilities, claimsliabilities, suits, and demandsproceedings of whatsoever kind, of every kind and nature whatsoevernature, whether now or description, direct or indirect, vested or contingent, known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in contract, tort, law, admiraltyequity, or equityotherwise, including any and all claims that may arise from the representations or warranties made under the Agreementlaws of any jurisdiction, any assertions of breach of the Agreementthat SSRG or Parent, and any claims of indemnification under the Agreement (collectivelyentity with which SSRG or Parent is affiliated or in which it maintains a direct or indirect controlling or majority interest, “Claims”)or their predecessors, which any of such Releasors officers, directors, partners, employees, agents, legal representatives, successors or assigns, ever had, now havehas, or hereafter can, shall, or may have have, against any of such Releasees SSRG Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the world through, and including, the date of this Amendment arising out Agreement (“SSRG Claims”); and (ii) SSRG and the Parent, and any entity which SSRG or the Parent maintain a direct or indirect controlling or majority interest, hereby release and forever discharge MSC, its present and future directors, officers, managers, partners, agents, consultants, employees, representatives, attorneys, and insurers, as applicable, together with all successors and assigns of or relating to any of the Indemnification Escrow Fundforegoing (collectively, the Escrow Agreement“MSC Releasees”), any breaches (or alleged breaches) by Buyer on or before the date hereof relating to the Agreement or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or arising out of or relating to the Agreement; providedand from all claims, howeverdemands, that such release shall not apply to any Claims related to the Sellers’ representations actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and warranties set forth in Section 3.01 and 3.03 proceedings of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different fromwhatsoever kind, nature, or in addition todescription, those that it direct or any other Releasor now knows indirect, vested or believes to exist regarding the subject matter of the release contained in this Section 2contingent, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and in contract, tort, law, equity, or otherwise, under the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections laws of any state jurisdiction, that MSC, and any entity with which MSC is affiliated or federal statute in which it maintains a direct or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendmentindirect controlling or majority interest, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its affiliatestheir predecessors, officers, directors, managerspartners, employees, agents agents, legal representatives, successors or other representatives assigns, ever had, now has, or hereafter can, shall, or may have, against the MSC Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the date of this Agreement (“MSC Claims” and with the SSRG Claims, the “Claims”). Notwithstanding anything herein to the contrary, the release of the MSC Claims and SSRG Claims shall not release any claims or against responsibilities under this Agreement. It is understood and agreed that the Parties hereby expressly waive any costand all laws or statutes, lossof any jurisdiction whatsoever, expense, damage which may provide that a general release does not extend to claims not known or liabilitysuspected to exist at the time of executing a release which if known would have materially affected the decision to give said release. It is expressly intended and agreed that this Agreement does in fact extend to such unknown or unsuspected Claims related to anything which has happened to the date hereof even if knowledge thereof would have materially affected the decision to give said release.

Mutual Release. (a) In consideration of the covenants, agreements and undertakings of the Parties under this AmendmentTermination Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, successors and assigns (collectively, “"Releasors”") hereby releases, waives, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, successors and permitted assigns (collectively, “"Releasees”") of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, admiralty or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement equity (collectively, “"Claims”"), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment Termination Agreement arising out of or relating to the Indemnification Escrow Fund, the Escrow Securities Purchase Agreement, except for any breaches (or alleged breaches) by Buyer on or before the date hereof Claims relating to the Agreement rights and obligations preserved by, created by or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or otherwise arising out of or relating to this Termination Agreement (including any surviving indemnification obligations under the Placement Agent Agreement; provided, however, that such release ). Obligations surviving under the Securities Purchase Agreement shall not apply to any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 also be mutually released upon execution of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the this Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections of any state or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendment, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its affiliates, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liability.

Mutual Release. (a) In consideration of the covenants, agreements and undertakings of the Parties under this AmendmentTermination Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, successors and assigns (collectively, “"Releasors”") hereby releases, waives, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, successors and permitted assigns (collectively, “"Releasees”") of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, admiralty or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement equity (collectively, “"Claims”"), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment Termination Agreement arising out of or relating to the Indemnification Escrow Fund, the Escrow Share Purchase Agreement, except for any breaches (or alleged breaches) by Buyer on or before the date hereof Claims relating to the Agreement rights and obligations preserved by, created by or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or otherwise arising out of or relating to this Termination Agreement (including any surviving indemnification obligations under the Placement Agent Agreement; provided). Obligations surviving under the Share Purchase Agreement shall also be mutually released upon execution of this Agreement, however, that such release shall not apply to any Claims related to except for the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 obligations arising out of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections of any state or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendment, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its affiliates, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liability.Article 11.4

Mutual Release. (a) In consideration of the covenants, agreements and undertakings of the Parties under this AmendmentTermination Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, successors and assigns (collectively, “Releasors”) hereby releases, waives, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, successors and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, admiralty or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment arising out of or relating to the Indemnification Escrow Fund, the Escrow Agreement, any breaches (or alleged breaches) by Buyer on or before the date hereof relating to the Termination Agreement or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or arising out of or relating to the Agreement; provided, however, that such release shall not apply to any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections of any state or federal statute or common law principle limiting the scope of a general release. (c) Except except for any Claims related relating to the Sellers’ representations rights and warranties set forth in Section 3.01 and 3.03 obligations preserved by, created by or otherwise arising out of the this Termination Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendment, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its affiliates, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liability.

Mutual Release. (a) In consideration of the covenants, agreements agreements, and undertakings of the Parties under this AmendmentTermination Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, and assigns Party (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, managers, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment Termination Agreement arising out of or relating to the Indemnification Escrow Fund, the Escrow Agreement, any breaches (or alleged breaches) by Buyer on or before the date hereof relating to the Agreement or any breaches (other remuneration or alleged breaches) compensation owed by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) Company to M▇. ▇▇▇▇▇▇▇▇▇, except for any Claims relating to rights and obligations preserved by, created by, or otherwise arising out of or relating to this Termination Agreement (including any surviving indemnification obligations under the Agreement; provided, however, that such release shall not apply to any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the Agreement). (b) Each Releasor Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different fromthan, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 24, and which, if known at the time of signing this AmendmentTermination Agreement, may have materially affected this Amendment Termination Agreement and such Party’s decision to enter into it and grant the release contained in this Section 24. Nevertheless, the Releasors intend to fully, finally finally, and forever settle and release all Claims that now exist, may exist, exist or previously existed, as set out forth in the release contained in this Section 24, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims Claim that might arise as a result of such different or additional Claims or facts. The Releasors have been made aware of, and understand, the provisions of California Civil Code Section 1542 (“Section 1542”), which provides: “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 Releasors expressly, knowingly knowingly, and intentionally waive any and all rights, benefits benefits, and protections of Section 1542 and of any other state or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendment, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its affiliates, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liability.

Mutual Release. (a) In consideration of the covenants, agreements and undertakings of the Parties under this AmendmentTermination Agreement, and conditioned upon Seller’s receipt of the Termination Payment, effective as of the Termination Date, each Party, on behalf of itself and its respective present and former former, direct and indirect, parents, subsidiaries, affiliatesAffiliates, employees, officers, directors, shareholders, members, successorsagents, representatives, successors and assigns (collectively, “Releasors”) hereby releases, waives, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliatesAffiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, successors and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, admiralty or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment Termination Date arising out of or relating to any of the Indemnification Escrow FundMIPSA Agreements, the Escrow Agreement, except for any breaches (or alleged breaches) by Buyer on or before the date hereof Claims relating to the Agreement rights and obligations preserved by, created by or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or otherwise arising out of or relating to the Agreement; provided, however, that such release shall not apply to any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the this Termination Agreement. (b) Each Releasor Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different fromthan, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 24(a), and which, if known at the time of signing this AmendmentTermination Agreement, may have materially affected this Amendment Termination Agreement and such Party’s decision to enter into it this Termination Agreement and grant the release contained in this Section 24(a). Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, exist or previously existed, as set out forth in the release contained in this Section 24(a), whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims Claim that might arise as a result of such different or additional Claims or facts. The Releasors have been made aware of, and understand, the provisions of California Civil Code Section 1542 (“Section 1542”), which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections of Section 1542 and of any other state or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendment, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its affiliates, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liability.

Mutual Release. (a) In consideration of the covenants, agreements and undertakings of the Parties under this AmendmentTermination Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, related corporations or entities, officers, directors, shareholders, members, successorslimited partners, successors and assigns (collectively, “"Releasors”") hereby releases, waives, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, related corporations or entities, employees, officers, directors, shareholders, members, limited partners, agents, representatives, permitted successors, successors and permitted assigns (collectively, “"Releasees”") of and from any and all actions, manner of actions, causes of action, proceedings, suits, losses, liabilities, rights, debts, dues, duties, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, complaints, indemnities, entitlements, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoeverwhatsoever or howsoever arising, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, law or in equity, including any and all claims that may arise from the representations in contract or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement in tort (collectively, “"Claims”"), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment Termination Agreement arising out of or relating to the Indemnification Escrow Fund, the Escrow License Agreement, except for any breaches (or alleged breaches) by Buyer on or before the date hereof Claims relating to the Agreement rights and obligations preserved by, created by or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or otherwise arising out of or relating to the Agreement; provided, however, that such release shall not apply to any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections of any state or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Termination Agreement, Sellers which shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendment, or any other document delivered be governed in connection accordance with the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its affiliates, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liabilityParagraph 9.

Mutual Release. (a) In consideration of Each Claimant, for itself or himself, as the covenantscase may be, agreements and undertakings of the Parties under this Amendment, each Party, on behalf of itself and its respective present and former parentsor his agents, subsidiaries, affiliates, officers, directors, shareholders, membersrepresentatives, successors, heirs and assigns (collectivelyassigns, “Releasors”) hereby releases, waives, acquits, withdraws, retracts, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Releasees”) of and from any and all claims, manner of actions, causes of action, in law or in equity, suits, losses, liabilities, rightsjudgments, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variancesliabilities, trespassesdemands, damages, judgmentslosses, extentscosts, executionsexpenses or disputes, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen fixed or unforeseencontingent, matured which he now has or unmaturedmay hereafter have, suspected directly or unsuspectedindirectly, personally or in lawany capacity, admiralty, or equity, including any against Verso and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement (collectivelyits present or former affiliates, “Claims”)parents, which any of such Releasors ever hadsubsidiaries, now havepredecessors, successors and assigns, as well as its present or hereafter canformer owners, shallshareholders, or may have against any of such Releasees forinvestors, uponlenders, or by reason of any matteragents, causeindependent contractors, or thing whatsoever directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time through to, and including, the date of this Amendment arising out of or Agreement, including, without limitation, in any way relating to the Indemnification Escrow Fund, the Escrow Agreement, any breaches (or alleged breaches) by Buyer on or before the date hereof relating to the Agreement or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or arising out of or relating to the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that such nothing herein shall release shall not apply to any Claims related to Verso from its obligations under (i) this Agreement; (ii) the Sellers’ representations and warranties set forth in Lewis Consulting Agreement; (iii) Section 3.01 and 3.03 9(a) of the Agreement Old Consulting ▇▇▇▇ement; or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of (iv) provided that the Agreementaggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto (collectively, the "Options") granted by Verso to Lewis. (b) Each Releasor understands that it may later discover Claims or facts that may be different fromVerso, for itself and on behalf of its ag▇▇▇▇, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner of actions, causes of action, in law or in addition toequity, those that it suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2disputes, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen fixed or unforeseencontingent, which he now has or suspected may hereafter have, directly or unsuspectedindirectly, and in any capacity, against any of the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any Claimants and all rightsand any of their respective present or former affiliates, benefits parents, subsidiaries, predecessors, successors and protections of any state assigns, as well as their present or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreementformer owners, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreementshareholders, this Amendmentinvestors, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyerlenders, or its affiliatesagents, independent contractors, directors, officers, directors, managerspartners, employees, agents associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or other representatives arising out of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) this Agreement; (ii) the Consulting Agreements; or against any cost(iii) provided that the aggregate Award is greater than $125,000, loss, expense, damage or liabilitythe Options.

Mutual Release. (a) In consideration of the covenants, agreements agreements, and undertakings of the Parties under this AmendmentTermination Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment arising out of or relating to the Indemnification Escrow Fund, the Escrow Agreement, any breaches (or alleged breaches) by Buyer on or before the date hereof relating to the Termination Agreement or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or arising out of or relating to the Agreement; provided, however, that such release shall not apply to except for any Claims related relating to the Sellers’ representations rights and warranties set forth in Section 3.01 and 3.03 obligations preserved by, created by, or otherwise arising out of the this Termination Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of (including any surviving indemnification obligations under the Agreement). (b) Each Releasor Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different fromthan, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 23, and which, if known at the time of signing this AmendmentTermination Agreement, may have materially affected this Amendment Termination Agreement and such Party’s decision to enter into it and grant the release contained in this Section 23. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, exist or previously existed, as set out forth in the release contained in this Section 23, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims Claim that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections of any state or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendment, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its affiliates, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liability.

Mutual Release. (a) In With the exception of the Outstanding Payments and the Transition Fees, and in consideration of the covenants, agreements agreements, and undertakings of the Parties under this AmendmentAgreement, upon the Effective Date, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliatesAffiliates, officers, directors, shareholders, managers, members, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliatesAffiliates, employees, officers, directors, shareholders, managers, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment arising out of or relating to the Indemnification Escrow Fundof, the Escrow Agreement, any breaches (or alleged breaches) by Buyer on or before the date hereof relating to the Agreement or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or arising out of or relating to the Agreement; provided, howeverexcept for any surviving obligations under the Prior Agreements and Claims relating to rights and obligations preserved by, that such release shall not apply to any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 created by, or otherwise arising out of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the this Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections of any state or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendment, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its affiliates, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liability.

Mutual Release. Each of the following subsections (a) In consideration through (d) is conditioned upon the occurrence of the covenantsTermination Date, agreements and undertakings effective as of the Parties under this Amendment, each PartyTermination Date. (a) Authority, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, successors and assigns (collectively, the “Authority Releasors”), hereby releases, waives and forever discharges Central and its respective present and former members, agents, representatives, permitted successors and permitted assigns (collectively, the “Central Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, the “Authority Claims”), which any of such Authority Releasors ever had, now have, or hereafter can, shall, or may have against any of such Central Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the Termination Date arising out of or relating to the Coordination Agreement, except for any Authority Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Agreement. (b) Central, on behalf of itself and its respective present and former members, successors and assigns (collectively, the “Central Releasors” and, together with Authority Releasors, the “Releasors”) hereby releases, waives, waives and forever discharges the other Party Authority and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, members agents, representatives, permitted successors, successors and permitted assigns (collectively, the “Authority Releasees” and, together with the Central Releasees, the “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, admiralty or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement equity (collectively, the “Central Claims” and, together with Authority Claims, the “Claims”), which any of such Central Releasors ever had, now have, or hereafter can, shall, or may have against any of such Authority Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment Termination Date arising out of or relating to the Indemnification Escrow Fund, the Escrow Coordination Agreement, except for any breaches (or alleged breaches) by Buyer on or before the date hereof Central Claims relating to the Agreement rights and obligations preserved by, created by or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or otherwise arising out of or relating to the Agreement; provided, however, that such release shall not apply to any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the this Agreement. (bc) Each Releasor Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different fromthan, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2, and which, if known at the time of signing this AmendmentAgreement, may have materially affected this Amendment Agreement and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, except as otherwise expressly set forth herein, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, exist or previously existed, as set out forth in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims Claim that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits benefits, and protections of any state or federal statute or common law principle limiting the scope of a general release. (cd) Except for any Claims related to the Sellers’ representations The Parties acknowledge and warranties set forth in Section 3.01 agree that all liabilities and 3.03 obligations of Authority under or arising out of the AgreementCoordination Agreement and that are not released under this Agreement will remain the sole liabilities and obligations of Authority after the Closing and neither NextEra nor Buyer Subsidiary are assuming any of such liabilities or obligations in any respect whatsoever. Accordingly, Sellers Central agrees that it shall not have seek any personal liability whatsoever recourse with respect to the such liabilities and obligations, no matter when or how arising, from NextEra, Buyer under the Agreement, this Amendment, Subsidiary or any other document delivered of their respective affiliates. NextEra, as a successor in connection with the transaction interest of Authority, agrees that it shall not seek and shall not be obligated permit Buyer Subsidiary to indemnify seek any recourse with respect to such liabilities and obligations, no matter when or hold harmless Buyerhow arising, or its affiliates, officers, directors, managers, employees, agents or other representatives from or against Central in any cost, loss, expense, damage or liabilityrespect whatsoever.

Mutual Release. (a) In consideration of the covenants, agreements and undertakings of the Parties under this Amendment, each 9.1. Each Party, on behalf of for itself and its past and present Affiliates and its and their respective present successors and former parentsassigns, subsidiaries, affiliates, and the officers, directors, employees, shareholders, members, successors, members and assigns other equity owners of each of the foregoing (collectively, the “Releasors”) ), hereby releases, irrevocably waives, relinquishes, and fully and forever releases and discharges the other Party Party, and its past and present Affiliates and its and their respective present successors and formerassigns, direct and indirect, parents, subsidiaries, affiliates, employees, the officers, directors, employees, shareholders, members, agents, representatives, permitted successors, members and permitted assigns other equity owners and licensees and agents of each of the foregoing (collectively, the “ReleaseesReleased Parties”) of and ), from any and all past, existing or future potential actions, causes of action, suits, lossesclaims, liabilities, rights, debtsdemands, duessuits, sums of moneymatters, accounts, reckoningsliens, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgmentslosses, extents, executions, claimsremedies of any kind, and demands, causes of action of every kind nature and nature whatsoeverdescription, kind, or character that could have been, or can now or hereafter be asserted, whether now known or unknown, foreseen foreseeable or unforeseenunforeseeable, matured or unmatured, suspected or unsuspected, in and whether arising at common law, admiraltyincluding breach of contract, or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreementimplied covenant of good faith and fair dealing, fraud or negligent misrepresentation, in equity, or under or by virtue of any local, state or federal statute, order or regulation, or otherwise, and any claims of indemnification under whether filed in a federal or state court, in an arbitration proceeding, administratively, or otherwise, that the Agreement (collectively, “Claims”), which any of such Releasors ever had, could have had, now have, have or hereafter in the future can, shall, or may have against any of such Releasees Released Parties, for, upon, or by reason of any matter, causeof, or thing whatsoever related to or arising from the beginning of time through the date of this Amendment arising out of or relating to the Indemnification Escrow FundCo-Promotion Agreement, the Escrow Agreementtransactions contemplated thereby, any breaches (or alleged breaches) by Buyer on the termination or before the date hereof relating to the Agreement or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or arising out of or relating to the Agreement; provided, however, that such release expiration thereof. This Section 9.1 shall not apply to (a) the Parties’ obligations set forth in this Termination Agreement; or (b) any Claims related breaches or failure of the Parties to satisfy the Sellers’ representations Surviving Rights and warranties Obligations of the Co-Promotion Agreement as set forth in Section 3.01 and 3.03 of 6 above that occur after the Termination Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the AgreementEffective Date. 9.2. Each Party hereby represents and warrants to the other Party that, solely for purposes of this Section 9 of this Termination Agreement, (a) it is entering into this Termination Agreement on behalf of it and its other Releasors, (b) Each Releasor understands it has the authority to cause its other Releasors to comply with the terms and conditions of this Section 9 of this Termination Agreement and there are no other persons or entities whose consent or joinder in this Termination Agreement is necessary to make fully effective the provisions of this Section 9 of this Termination Agreement that it may later discover Claims or facts that may be different fromobligate, burden, or in addition to, those that bind it or any and its other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2Releasors, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections of any state or federal statute or common law principle limiting the scope of a general release. (c) Except for it has not transferred, assigned, or pledged to any Claims Affiliate or any Third Party, the right to bring, pursue or settle any actions, claims, liabilities, rights, demands, suits, matters, liens, obligations, damages, or losses, related to or arising from the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Co-Promotion Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendmenttransactions contemplated thereby, or any other document delivered in connection with the transaction and shall not be obligated to indemnify termination or hold harmless Buyer, or its affiliates, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liabilityexpiration thereof.

Mutual Release. (ai) In consideration of the covenants, agreements and undertakings of the Parties under this Amendment, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successorsWAB, and assigns (collectivelyany entity which WAB maintains a direct or indirect controlling or majority interest, “Releasors”) hereby releases, waives, releases and forever discharges the other Party and Company, its respective present and formerfuture directors, direct and indirectofficers, parentsmanagers, subsidiariespartners, affiliatesagents, consultants, employees, officers, directors, shareholders, members, agents, representatives, permitted successorsattorneys, and permitted insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Company Releasees”) ), of and from any and all claims, demands, actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums rights of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenantsaction, contracts, controversies, covenants, obligations, agreements, promises, variances, trespasses, damages, judgmentspenalties, interest, fees, expenses, costs, remedies, reckonings, extents, executionsresponsibilities, claimsliabilities, suits, and demandsproceedings of whatsoever kind, of every kind and nature whatsoevernature, whether now or description, direct or indirect, vested or contingent, known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in contract, tort, law, admiraltyequity, or equityotherwise, including any and all claims that may arise from the representations or warranties made under the Agreementlaws of any jurisdiction, any assertions of breach of the Agreementthat WAB, and any claims of indemnification under the Agreement (collectivelyentity with which WAB is affiliated or in which it maintains a direct or indirect controlling or majority interest, “Claims”)or their predecessors, which any of such Releasors officers, directors, partners, employees, agents, legal representatives, successors or assigns, ever had, now havehas, or hereafter can, shall, or may have have, against any of such Releasees Company Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the world through, and including, the date of this Amendment arising out Agreement (“Company Claims”); and (ii) the Company, and any entity with which the Company maintain a direct or indirect controlling or majority interest, hereby release and forever discharge WAB, its present and future directors, officers, managers, partners, agents, consultants, employees, representatives, attorneys, and insurers, as applicable, together with all successors and assigns of or relating to any of the Indemnification Escrow Fundforegoing (collectively, the Escrow Agreement“WAB Releasees”), any breaches (or alleged breaches) by Buyer on or before the date hereof relating to the Agreement or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or arising out of or relating to the Agreement; providedand from all claims, howeverdemands, that such release shall not apply to any Claims related to the Sellers’ representations actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and warranties set forth in Section 3.01 and 3.03 proceedings of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different fromwhatsoever kind, nature, or in addition todescription, those that it direct or any other Releasor now knows indirect, vested or believes to exist regarding the subject matter of the release contained in this Section 2contingent, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and in contract, tort, law, equity, or otherwise, under the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections laws of any state jurisdiction, that the Company, and any entity with which the Company is affiliated or federal statute in which it maintains a direct or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendmentindirect controlling or majority interest, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its affiliatestheir predecessors, officers, directors, managerspartners, employees, agents agents, legal representatives, successors or other representatives assigns, ever had, now has, or hereafter can, shall, or may have, against the WAB Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the date of this Agreement (“WAB Claims” and with the Company Claims, the “Claims”). Notwithstanding anything herein to the contrary, the release of the Company Claims and WAB Claims shall not release any claims or against responsibilities under this Agreement. It is understood and agreed that the Parties hereby expressly waive any costand all laws or statutes, lossof any jurisdiction whatsoever, expense, damage which may provide that a general release does not extend to claims not known or liabilitysuspected to exist at the time of executing a release which if known would have materially affected the decision to give said release. It is expressly intended and agreed that this Agreement does in fact extend to such unknown or unsuspected Claims related to anything which has happened to the date hereof even if knowledge thereof would have materially affected the decision to give said release.

Mutual Release. (a) In consideration of the covenantsASSIGNOR does for itself, agreements and undertakings of the Parties under this Amendment, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, assigns, heirs, executor and assigns (collectivelyadministrator, “Releasors”) hereby releasesremise, waivesrelease, and forever discharges discharge generally the other Party COMPANY and its respective present any affiliate, wholly-owned or controlled corporation, subsidiary, successor or assign thereof and formerany shareholder, direct and indirectofficer, parentsdirector, subsidiariesemployee, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successorsor agent of any of them, and permitted assigns (collectivelythe COMPANY does hereby remise, “Releasees”) of release, and forever discharge generally ASSIGNOR, from any and all actionsclaims, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespassesdemands, damages, judgmentsinjuries, extentsagreements and contracts, executionsindebtedness, claims, and demands, accounts of every kind and nature whatsoevercharacter, whether now presently known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in lawdisclosed or undisclosed, admiraltyactual or potential, which ASSIGNOR or COMPANY may now have, or equitymay hereafter claim to have had or to have acquired against the other of whatever source or origin, arising out of or related to any and all transactions of any kind or character at any time prior to and including the date hereof, including generally any and all claims that may arise from the representations at law or warranties made in equity, those arising under the Agreementcommon law or state or federal statutes, rules or regulations such as, by way of example only, franchising, securities and antitrust statutes, rules or regulations, in any assertions of breach of the Agreement, and any claims of indemnification under the Agreement (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment way arising out of or relating connected with the Agreement under which ASSIGNOR may now operate a "Pretzel Time" store, and further promise never from this day forward, directly or indirectly, to institute, prosecute, commence, join in, or generally attempt to assert or maintain any action thereon against the Indemnification Escrow Fund, the Escrow Agreementother, any breaches (affiliate, successor, assign, parent corporation, subsidiary, division, controlled corporation, director, officer, shareholder, employee, agent, servant, general partner, limited partner, executor, administrator, estate, trustee or alleged breaches) by Buyer on heir, in any court or before the date hereof relating to the Agreement or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or arising out of or relating to the Agreement; provided, however, that such release shall not apply to any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 tribunal of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 United States of the Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different fromAmerica, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections of any state or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendmentthereof, or any other document delivered in connection with jurisdiction. In the transaction and shall not be obligated to indemnify event ASSIGNOR or hold harmless Buyerthe COMPANY breaches any of the promises, covenants, or its affiliatesundertakings made herein by any act or omission, officersthe breaching party shall pay, directorsby way of indemnification, managersall costs and expenses of the other caused by the act or omission, employees, agents or other representatives from or against any cost, loss, expense, damage or liabilityincluding reasonable attorney's fees.

Mutual Release. (ai) In Effective as of the Termination Date, in consideration of the covenants, agreements and undertakings of the Parties under this AmendmentTermination Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliatesAffiliates, officers, directors, shareholders, members, successors, successors and assigns (collectively, “"Releasors”") hereby releases, waives, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliatesAffiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, successors and permitted assigns (collectively, “"Releasees”") of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, admiralty or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement equity (collectively, “"Claims”"), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment arising out of or relating to the Indemnification Escrow Fund, the Escrow Agreement, any breaches (or alleged breaches) by Buyer on or before the date hereof relating to the Termination Agreement or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or arising out of or relating to the Agreement; provided, however, that such release shall not apply to any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections of any state or federal statute or common law principle limiting the scope of a general release. (c) Except except for any Claims related relating to the Sellers’ representations rights and warranties set forth in Section 3.01 and 3.03 obligations preserved by, created by or otherwise arising out of the Agreement, Sellers shall not have this Termination Agreement (including any personal liability whatsoever to the Buyer surviving indemnification obligations under the Agreement, this Amendment, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its affiliates, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liability).

Mutual Release. (ai) In consideration of the covenantsHDI, agreements and undertakings of the Parties under this Amendmentany entity in which HDI maintains a direct or indirect controlling or majority interest, each Partyhereby releases and forever discharges Orion, on behalf of itself and its respective present and former parents, subsidiaries, affiliatesfuture members, officers, directorsmanagers, shareholdersagents, membersconsultants, successorsemployees, representatives, attorneys, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Orion Releasees”) ), of and from any and all claims, demands, actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums rights of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenantsaction, contracts, controversies, covenants, obligations, agreements, promises, variances, trespasses, damages, judgmentspenalties, interest, fees, expenses, costs, remedies, reckonings, extents, executionsresponsibilities, claimsliabilities, suits, and demandsproceedings of whatsoever kind, of every kind and nature whatsoevernature, whether now or description, direct or indirect, vested or contingent, known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in contract, tort, law, admiraltyequity, or equityotherwise, including any and all claims that may arise from the representations or warranties made under the Agreementlaws of any jurisdiction, any assertions of breach of the Agreementthat HDI, and any claims of indemnification under the Agreement (collectivelyentity with which HDI is affiliated or in which it maintains a direct or indirect controlling or majority interest, “Claims”)or its predecessors, which any of such Releasors directors, officers, stockholders, employees, agents, legal representatives, successors or assigns, ever had, now havehas, or hereafter can, shall, or may have have, against any of such Releasees the Orion Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the world through, and including, the date of this Amendment arising out Agreement (“HDI Claims”); and (ii) Orion, and any entity in which Orion maintains a direct or indirect controlling or majority interest, together with the Lender (as hereinafter defined), hereby releases and forever discharges HDI, its present and future directors, officers, stockholders, partners, agents, consultants, employees, representatives, attorneys, and insurers, as applicable, together with all successors and assigns of or relating to any of the Indemnification Escrow Fundforegoing (collectively, the Escrow Agreement“HDI Releasees”), any breaches (or alleged breaches) by Buyer on or before the date hereof relating to the Agreement or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or arising out of or relating to the Agreement; providedand from all claims, howeverdemands, that such release shall not apply to any Claims related to the Sellers’ representations actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and warranties set forth in Section 3.01 and 3.03 proceedings of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different fromwhatsoever kind, nature, or in addition todescription, those that it direct or any other Releasor now knows indirect, vested or believes to exist regarding the subject matter of the release contained in this Section 2contingent, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and in contract, tort, law, equity, or otherwise, under the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections laws of any state jurisdiction, that Orion, and any entity with which Orion is affiliated or federal statute in which it maintains a direct or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendment, indirect controlling or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyermajority interest, or its affiliatespredecessors, officers, directors, managerspartners, employees, agents agents, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the HDI Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the date of this Agreement (“Orion Claims” and with the HDI Claims, the “Claims”). Notwithstanding anything herein to the contrary, the release of the HDI Claims and Orion Claims shall not release any claims or responsibilities under this Agreement. In connection with the releases provided for in this Agreement, each of HDI and Orion (for itself and HDI Releasees and Orion Releasees, as applicable) expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by (i) § 1542 of the California Civil Code (as shown below) or (ii) any law of any State or territory of the United States or other representatives from jurisdiction, or against any costprinciple of common law, losswhich is similar, expensecomparable, damage or liability.equivalent to § 1542 of the California Civil Code, which reads:

Mutual Release. Effective at the Closing, (a) In consideration of the covenants, agreements and undertakings of the Parties under this Amendment, each PartySeller, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, membersheirs, successors, assigns, Representatives, beneficiaries and assigns Affiliates (collectivelyeach in such capacity, a “ReleasorsReleasor”) ), hereby irrevocably and unconditionally releases, waives, remises and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Releasees”) of and from any and all actionsrights, claims, agreements, controversies, damages, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligationsdemands, costs, expenseslosses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, debts and demands, expense (including attorneys’ fees and costs incurred) and Liabilities of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity, including any and all claims type that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement (collectively, “Claims”), which any of such Releasors ever it has had, now have, has or might now or hereafter can, shall, or may have against any member of such Releasees forthe Company Group and their individual, uponjoint or mutual, or by reason of any matterpast, causepresent and future Representatives, or thing whatsoever from the beginning of time through the date of this Amendment arising out of or relating to the Indemnification Escrow FundAffiliates, the Escrow Agreementequityholders, any breaches successors and assigns (or alleged breaches) by Buyer on or before the date hereof relating to the Agreement or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the each, a “Claim LetterCompany Group Releasee”) or arising out of or relating to the Agreement; provided, however, that such release shall not apply to any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different fromBuyer, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter solely on behalf of the release contained in this Section 2Company Group (and its Releasors), hereby irrevocably and whichunconditionally release, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally remise and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive discharge any and all rights, benefits claims, agreements, controversies, damages, causes of action, suits, rights, demands, costs, losses, debts and protections expense (including attorneys’ fees and costs incurred) and Liabilities of any state type that they has had, now have or federal statute might now or common law principle limiting hereafter have against Seller, and each of its individual, joint or mutual, past, present and future Representatives, Affiliates, equityholders, successors and assigns (each, a “Seller Releasee”), in the scope case of a general release. each of clauses (ca) Except and (b), in respect of, based upon, by virtue of, relating to or arising in connection with the Company Group or any events, matters, causes, things, acts, omissions, facts, circumstances or occurrences occurring or existing at any time up to and including the Closing Date, except (i) in each case for rights, claims and Liabilities arising under or in connection with this Agreement, the Share Transfer Agreement or the Shareholder Agreement, including in respect of any claim for Fraud, or that are not releasable under applicable Law, (ii) in the case of Persons who are or were directors, officers or employees of the Company Group, for rights or obligations under organizational documents or indemnification agreements of the Company Group and rights or obligations under any employment, stock option, bonus or other employment or compensation agreements or plans (including the LTIPs), (iii) in each case for rights, claims and Liabilities arising under or in connection with any Contract that remains in effect as of the Closing Date and (iv) in each case for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 claim by any portfolio company of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendmentof Siris Capital Group or any of its Affiliates, or any other document delivered Person for which Siris Capital Group or its Affiliates own any Equity Interests, in connection with each case other than Seller, Orbit I and Orbit II, against any Company Group Releasee. Each Party, for itself, and on behalf of its Affiliates, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced or voluntarily aiding, any proceeding of any kind against any Company Group Releasee or any Seller Releasee, based upon any matter purported to be released by this Section 4.22. The Parties acknowledge that this Section 4.22 is not an admission of liability or of the transaction and accuracy of any alleged fact or claim. The Parties expressly agree that this Section 4.22 shall not be obligated to indemnify construed as an admission in any proceeding as evidence of or hold harmless Buyer, an admission by any Party of any violation or its affiliates, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liabilitywrongdoing.

Mutual Release. (a) In consideration of the covenants, agreements and undertakings of the Parties under this AmendmentSettlement Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, successors and assigns (collectively, “Releasors”) hereby releases, waives, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, successors and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, admiralty or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment Settlement Agreement arising out of or relating to the Indemnification Escrow FundPromissory Note, the Escrow Agreement, except for any breaches (or alleged breaches) by Buyer on or before the date hereof Claims relating to the Agreement rights and obligations preserved by, created by or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or otherwise arising out of this Settlement Agreement. For clarification, nothing in this mutual release waives or relating to the Agreement; provided, however, that such release shall not apply to relinquishes any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement or Buyer’s representations Parties rights and warranties set forth in Section 4.01 and 4.04 of the Claims that arise under this Settlement Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections of any state or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendment, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its affiliates, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liability.

Mutual Release. (ai) In consideration of the covenantsJoytoto and Joyon Entertainment, agreements and undertakings of the Parties under this Amendmentany entity which Joytoto and Joyon Entertainment maintain a direct or indirect controlling or majority interest, each Partyhereby release and forever discharge Pollex, on behalf of itself and its respective present and former parents, subsidiaries, affiliatesfuture directors, officers, directorsmanagers, shareholderspartners, membersagents, successorsconsultants, employees, representatives, attorneys, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Pollex Releasees”) ), of and from any and all claims, demands, actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums rights of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenantsaction, contracts, controversies, covenants, obligations, agreements, promises, variances, trespasses, damages, judgmentspenalties, interest, fees, expenses, costs, remedies, reckonings, extents, executionsresponsibilities, claimsliabilities, suits, and demandsproceedings of whatsoever kind, of every kind and nature whatsoevernature, whether now or description, direct or indirect, vested or contingent, known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in contract, tort, law, admiraltyequity, or equityotherwise, including any and all claims that may arise from the representations or warranties made under the Agreementlaws of any jurisdiction, any assertions of breach of the Agreementthat Pollex, and any claims of indemnification under the Agreement (collectivelyentity with which Pollex is affiliated or in which it maintains a direct or indirect controlling or majority interest, “Claims”)or their predecessors, which any of such Releasors officers, directors, partners, employees, agents, legal representatives, successors or assigns, ever had, now havehas, or hereafter can, shall, or may have have, against any of such Releasees Pollex Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the world through, and including, the date of this Amendment arising out Agreement (“Pollex Claims”); and (ii) Pollex, and any entity which Pollex maintains a direct or indirect controlling or majority interest, hereby releases and forever discharges Joyoto and Joyon Entertainment, its present and future directors, officers, managers, partners, agents, consultants, employees, representatives, attorneys, and insurers, as applicable, together with all successors and assigns of or relating to any of the Indemnification Escrow Fundforegoing (collectively, the Escrow Agreement“Joytoto Releasees”), any breaches (or alleged breaches) by Buyer on or before the date hereof relating to the Agreement or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or arising out of or relating to the Agreement; providedand from all claims, howeverdemands, that such release shall not apply to any Claims related to the Sellers’ representations actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and warranties set forth in Section 3.01 and 3.03 proceedings of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different fromwhatsoever kind, nature, or in addition todescription, those that it direct or any other Releasor now knows indirect, vested or believes to exist regarding the subject matter of the release contained in this Section 2contingent, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and in contract, tort, law, equity, or otherwise, under the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections laws of any state jurisdiction, that Joytoto and Joyon Entertainment, and any entity with which Joytoto and Joyon Entertainment is affiliated or federal statute in which it maintains a direct or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendmentindirect controlling or majority interest, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its affiliatestheir predecessors, officers, directors, managerspartners, employees, agents agents, legal representatives, successors or other representatives assigns, ever had, now has, or hereafter can, shall, or may have, against the Joytoto Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the date of this Agreement (“Joytoto Claims” and with the Pollex Claims, the “Claims”). Notwithstanding anything herein to the contrary, the release of the Joytoto Claims and Pollex Claims shall not release any claims or against responsibilities under this Agreement. It is understood and agreed that the Parties hereby expressly waive any costand all laws or statutes, lossof any jurisdiction whatsoever, expense, damage which may provide that a general release does not extend to claims not known or liabilitysuspected to exist at the time of executing a release which if known would have materially affected the decision to give said release. It is expressly intended and agreed that this Agreement does in fact extend to such unknown or unsuspected Claims related to anything which has happened to the date hereof even if knowledge thereof would have materially affected the decision to give said release.

Mutual Release. (a) 4.1 In consideration of the covenants, agreements and undertakings of the Parties under this AmendmentTermination Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, successors and assigns (collectively, “Releasors”) hereby releases, waives, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, successors and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, admiralty or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment Termination Agreement arising out of or relating to the Indemnification Escrow FundAPA, the Escrow Agreement, except for any breaches (or alleged breaches) by Buyer on or before the date hereof Claims relating to the Agreement rights and obligations preserved by, created by or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or otherwise arising out of or relating to the Agreement; provided, however, that such release shall not apply to any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the this Termination Agreement. (b) 4.2 Each Releasor Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different fromthan, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2ARTICLE 4, and which, if known at the time of signing this AmendmentTermination Agreement, may have materially affected this Amendment Termination Agreement and such Party’s decision to enter into it and grant the release contained in this Section 2ARTICLE 4. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, exist or previously existed, as set out forth in the release contained in this Section 2ARTICLE 4, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims Claim that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections of any state or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendment, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its affiliates, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liability.

Mutual Release. (a) In consideration of the covenantspromises herein and for other good and valuable consideration, agreements the receipt of which is hereby acknowledged, Buyer and undertakings the Company, on behalf of themselves and each of their respective, successors, assigns, parents, subsidiaries and all other entities directly or indirectly controlling, controlled by, or under common control with any of them (together, the “Buyer Releasors”), hereby fully and generally acquit, release and discharge Seller (and each of its respective, successors, assigns, parents, subsidiaries and all other entities directly or indirectly controlling, controlled by, or under common control with it) from any and all obligations, claims, counterclaims, cross claims, demands, actions, causes of actions, duties, and liabilities, in law or equity, of any nature whatsoever, known or unknown, that the Buyer Releasors ever had, now have or hereafter can, shall or may have, from the beginning of the Parties world until the date hereof, which concern, relates to or arises solely under this Amendmentor out of (x) the non-contractual relationship of the parties solely in their capacity as stockholders of the Company or (y) one or more of the agreements listed on the Schedule attached hereto, each Partyprovided that the foregoing release shall not release, apply to, or limit any rights or obligations of the parties concerning, relating to or arising under or out of any other matter, or any agreement that is not listed on such Schedule including, without limitation, the Business Combination Agreement dated as of October 8, 2003, as amended. In consideration of the promises herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, Seller, on behalf of itself and each of its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, membersrespective, successors, assigns, parents, subsidiaries and assigns all other entities directly or indirectly controlling, controlled by, or under common control with it (collectivelytogether, the “Seller Releasors”) ), hereby releasesfully and generally acquit, waivesrelease and discharge Buyer and the Company (and each of their respective, and forever discharges the other Party and its respective present and formersuccessors, direct and indirectassigns, parents, subsidiaries, affiliatesand all other entities directly or indirectly controlling, employeescontrolled by, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Releasees”or under common control with any of them) of and from any and all obligations, claims, counterclaims, cross claims, demands, actions, causes of actionactions, suitsduties, losses, and liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demandsin law or equity, of every kind and any nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement (collectively, “Claims”), which any of such Seller Releasors ever had, now have, have or hereafter can, shall, shall or may have against any of such Releasees forhave, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the world until the date of this Amendment arising hereof, which concern, relates to or arises solely under or out of (x) the non-contractual relationship of the parties solely in their capacity as stockholders of the Company or relating to (y) one or more of the Indemnification Escrow Fundagreements listed on the Schedule attached hereto, provided that the Escrow Agreement, any breaches (or alleged breaches) by Buyer on or before the date hereof relating to the Agreement or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or arising out of or relating to the Agreement; provided, however, that such foregoing release shall not release, apply to or limit any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 rights or obligations of the Agreement parties concerning, relating to or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 arising under or out of the Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections of any state or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendmentmatter, or any other document delivered in connection with agreement that is not listed on such Schedule including, without limitation, the transaction and shall not be obligated to indemnify or hold harmless BuyerBusiness Combination Agreement dated as of October 8, or its affiliates2003, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liabilityas amended.

Mutual Release. (a) In consideration of Each Claimant, for itself or himself, as the covenantscase may be, agreements and undertakings of the Parties under this Amendment, each Party, on behalf of itself and its respective present and former parentsor his agents, subsidiaries, affiliates, officers, directors, shareholders, membersrepresentatives, successors, heirs and assigns (collectivelyassigns, “Releasors”) hereby releases, waives, acquits, withdraws, retracts, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Releasees”) of and from any and all claims, manner of actions, causes of action, in law or in equity, suits, losses, liabilities, rightsjudgments, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variancesliabilities, trespassesdemands, damages, judgmentslosses, extentscosts, executionsexpenses or disputes, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen fixed or unforeseencontingent, matured which he now has or unmaturedmay hereafter have, suspected directly or unsuspectedindirectly, personally or in lawany capacity, admiralty, or equity, including any against Verso and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement (collectivelyits present or former affiliates, “Claims”)parents, which any of such Releasors ever hadsubsidiaries, now havepredecessors, successors and assigns, as well as its present or hereafter canformer owners, shallshareholders, or may have against any of such Releasees forinvestors, uponlenders, or by reason of any matteragents, causeindependent contractors, or thing whatsoever directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time through to, and including, the date of this Amendment arising out of or Agreement, including, without limitation, in any way relating to the Indemnification Escrow Fund, the Escrow Agreement, any breaches (or alleged breaches) by Buyer on or before the date hereof relating to the Agreement or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or arising out of or relating to the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that such nothing herein shall release shall not apply to any Claims related to Verso from its obligations under (i) this Agreement; (ii) the Sellers’ representations and warranties set forth in O'Reilly Consulting Agreement; (iii) Section 3.01 and 3.03 9(a) of the Agreement Old Consulting Agreement; or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of (iv) provided that the Agreementaggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto (collectively, the "Options") granted by Verso to O'Reilly. (b) Each Releasor understands that it may later discover Claims or facts that may be different fromVerso, for itself and on behalf of its agents, representatives, successors and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner of actions, causes of action, in law or in addition toequity, those that it suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2disputes, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen fixed or unforeseencontingent, which he now has or suspected may hereafter have, directly or unsuspectedindirectly, and in any capacity, against any of the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any Claimants and all rightsand any of their respective present or former affiliates, benefits parents, subsidiaries, predecessors, successors and protections of any state assigns, as well as their present or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreementformer owners, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreementshareholders, this Amendmentinvestors, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyerlenders, or its affiliatesagents, independent contractors, directors, officers, directors, managerspartners, employees, agents associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or other representatives arising out of the Old Consulting Agreements; provided, however, that nothing herein shall release the Claimants from their respective obligations under (i) this Agreement; (ii) the Consulting Agreements; or against any cost(iii) provided that the aggregate Award is greater than $125,000, loss, expense, damage or liabilitythe Options.

Mutual Release. (a) In consideration of the covenants, agreements and undertakings of the Parties under this Amendment, each PartyThe Parties, on behalf of itself themselves and its on behalf of each of their respective present and former parentspredecessors, subsidiariessuccessors, assigns, affiliates, officersagents, advisors, employees, partners, members, managers, directors, officers, principals, shareholders, owners, trustees, representatives and other affiliated or related Persons (the “Releasing Parties” and each is referred to herein individually as a “Releasing Party”), for good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, hereby irrevocably and unconditionally release, acquit, and forever discharge each other and their respective predecessors, successors, assigns, affiliates, agents, advisors, employees, partners, members, successorsmanagers, directors, officers, principals, shareholders, owners, trustees, representatives and assigns other affiliated or related Persons (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Releasees”) of from and from against any and all claims, demands, charges, costs, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, suitsarbitration, lossestax assessments, liabilities, rightsobligations, debts, duesexpenses, attorneys’ fees, damages (including direct, indirect, special or consequential damages), judgments, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promisesindemnities, variances, trespasses, damagescompensation, judgmentsfines, extentspenalties, executionslosses, claims, orders and demandsliabilities, of every whatever kind and or nature whatsoeverin law, equity or otherwise, whether now known or unknown, compulsory or permissive, sounding in tort, contract, statutory or regulatory violation or otherwise, suspected or unsuspected, discovered or undiscovered, foreseen or unforeseenunseen, vested or contingent, accrued or unaccrued, liquidated or unliquidated, asserted or unasserted, matured or unmatured, suspected direct or unsuspectedindirect, in lawderivative or subrogated, admiraltyindividual, class, representative, or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement other capacity (collectively, “Claims”), which any of such Releasors ever had, Releasing Party now haveowns or holds, or hereafter canhas at any time heretofore owned or held, shall, or may have against any of such Releasees forReleasees, uponin each case, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment arising out of or in any way relating to the Indemnification Escrow Fundnegotiation, terms and performance or non-performance of the Escrow Collaboration Agreement, and any breaches related ancillary agreement, including the Supply Agreement and Quality Agreement (other than the Tax Matters Agreement) (all of the Claims referred to above in this paragraph 5 are collectively referred to herein as the “Released Claims”). Notwithstanding the foregoing, nothing contained in this paragraph 5 shall release or alleged breaches) by Buyer on relieve any obligations of any Releasee (as applicable), or before the date hereof relating any rights of any Releasing Party (as applicable), under this Letter Agreement. Each Party understands that there is a risk that subsequent to the execution of this Letter Agreement or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or arising out claims of or relating such Party with respect to the Agreement; provided, however, that such release shall not apply to any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter hereof may be discovered to be greater or less than such Party now expects or anticipates. Each Party assumes this risk and the releases contained herein shall apply to all unknown, undiscovered, or unanticipated results, as well as those known, discovered and anticipated. Each Party expressly waives and relinquishes all rights and benefits afforded by Section 1542 of the release contained in this Section 2California Civil Code and analogous statutes, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections law of any state or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 territory of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this AmendmentUnited States, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyerprinciple of common law, or its affiliatesthe law of any foreign jurisdiction, officersthat is similar, directorscomparable or equivalent to Section 1542 of the California Civil Code with respect to all claims and other rights released in this paragraph 5, managersand does so understanding and acknowledging the significance and consequence of such specific waiver of Section 1542. Section 1542 of the California Civil Code states as follows, employeeswhich provides: “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, agents or other representatives from or against any costIF KNOWN BY HIM OR HER, loss, expense, damage or liabilityWOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Mutual Release. (a) In With the exception of the Outstanding Payments, and in consideration of the covenants, agreements agreements, and undertakings of the Parties under this AmendmentAgreement, upon the Effective Date, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliatesAffiliates, officers, directors, shareholders, managers, members, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliatesAffiliates, employees, officers, directors, shareholders, managers, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment , arising out of or relating to the Indemnification Escrow FundPrior Agreements, except for (i) any surviving obligations under the Escrow AgreementPrior Agreements, any breaches (or alleged breachesii) by Buyer on or before the date hereof Claims relating to the Agreement any act or any breaches omission that constitutes gross negligence, willful misconduct or fraud and (iii) Claims relating to rights and obligations preserved by, created by, or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or otherwise arising out of or relating to the Agreement; provided, however, that such release shall not apply to any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the this Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections of any state or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendment, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its affiliates, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liability.

Mutual Release. (a) In consideration of the covenants, agreements and undertakings of the Parties under parties to this AmendmentAgreement, effective upon the Closing Date, each Partyparty hereto, on behalf of itself and its respective present and former parents, direct and indirect subsidiaries, affiliates, employees, officers, directors, shareholders, members, equity holders, successors, agents, representatives and assigns (collectively, “"Releasors”") hereby releases, waives, and forever discharges and holds harmless the other Party parties hereto and its each of their respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, equity holders, agents, representatives, permitted successors, successors and permitted assigns (collectively, “"Releasees”") of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, admiralty or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement equity (collectively, “"Claims”"), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through and including the date of this Amendment Closing Date arising out of or relating to this Agreement and the Indemnification Escrow FundOriginal Transaction Documents including, but not limited to, the Escrow TA Letters, and the SPAs and the Documents, except for any surviving obligations as expressly provided for in this Agreement, any breaches (or alleged breaches) by Buyer on or before the date hereof and Claims relating to the Agreement rights, remedies and obligations preserved by, created by or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or otherwise arising out of or relating to this Agreement and/or the Agreement; provided, however, that such release shall not apply to any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the AgreementDocuments. (b) Each Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 29, and which, if known at the time of signing this AmendmentAgreement, may have materially affected this Amendment Agreement and such Party’s 's decision to enter into it and grant the release contained in this Section 29. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, exist or previously existed, as set out forth in the release contained in this Section 29, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims Claim that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections of any state or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendment, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its affiliates, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liability.

Mutual Release. (a) In consideration of the covenants, agreements and undertakings of the Parties under this AmendmentAgreement, Exchange Health and the Company (the “EH Parties”), jointly and severally, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, successors and assigns (collectively, “EH Releasors”) hereby releases, waives and forever discharges TH and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, managers, successors and assigns (collectively, “TH Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, or equity (collectively, “EH Claims”), which any of such EH Releasors ever had, now have, or hereafter can, shall, or may have against any of such TH Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the Effective Date arising out of or relating to the LLC Agreement, except for any EH Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Agreement, other than the Continuing Obligations. (b) In consideration of the covenants, agreements and undertakings of the Parties under this Agreement, TH, on behalf of itself and its respective present and former successors and assigns (collectively, “TH Releasors” and, together with the EH Releasors, the “Releasors”) hereby releases, waives, waives and forever discharges the other Party EH Parties and its their respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, successors and permitted assigns (collectively, “EH Releasees” and, together with the TH Releasees, the “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement equity (collectively, “TH Claims” and, together with the EH Claims, the “Claims”), which any of such TH Releasors ever had, now have, or hereafter can, shall, or may have against any of such EH Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment Effective Date arising out of or relating to the Indemnification Escrow Fund, the Escrow LLC Agreement, except for any breaches (or alleged breaches) by Buyer on or before the date hereof TH Claims relating to the Agreement rights and obligations preserved by, created by or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or otherwise arising out of or relating to this Agreement other than the Agreement; provided, however, that such release shall not apply to any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the AgreementContinuing Obligations. (bc) Each Releasor Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different fromthan, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 25, and which, if known at the time of signing this AmendmentAgreement, may have materially affected this Amendment Agreement and such Party’s decision to enter into it and grant the release contained in this Section 25. Nevertheless, except as otherwise expressly set forth herein, the Releasors intend to fully, finally and forever settle and release all Claims (other than any claims related to the Continuing Obligations) that now exist, may exist, exist or previously existed, as set out forth in the release contained in this Section 25, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims Claim (other than any claims related to the Continuing Obligations) that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits benefits, and protections of any state or federal statute or common law principle limiting the scope of a general release. (cd) Except for any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the AgreementFURTHER, Sellers shall not have any personal liability whatsoever to the Buyer under the AgreementAS APPLICABLE, this AmendmentEACH OF TH RELEASORS AND THE EH RELEASORS (ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES) EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS AFFORDED BY ANY APPLICABLE LAW (INCLUDING SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA), or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless BuyerWHICH STATES AS FOLLOWS OR SOMETHING SIMILAR: “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, or its affiliatesIF KNOWN BY HIM OR HER, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liabilityWOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Mutual Release. (a) In consideration of From and after the covenantsdate hereof, agreements and undertakings of the Parties under this Amendment, each PartyGPSI, on behalf of itself and the GPSI Parties (as defined below), hereby fully, unconditionally, completely, irrevocably and forever releases, discharges and holds harmless (i) Leisurecorp, its respective present current and former parents, subsidiaries, affiliatessubsidiaries and other affiliated entities and (ii) each of their respective current and former directors, officers, directorsemployees, shareholdersagents, members, successors, successors and assigns (collectively, the “ReleasorsLeisurecorp Parties”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Releasees”) of and from any and all manner of claims, demands, encumbrances, agreements, contracts, covenants, promises, actions, variances, trespasses, suits, causes of action, suitscontroversies, losses, liabilities, rightsobligations, debts, dues, sums of money, accounts, attorneys’ fees, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extentsexpenses, executions, claimsorders, affirmative defenses and demandsother obligations or liabilities of whatever kind or nature, of every kind and nature whatsoeverdirect or indirect, whether in law, equity or otherwise, whether or not now known or unknown, foreseen or unforeseen, matured or unmaturedknown, suspected or unsuspected, in law, admiralty, or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement claimed (collectivelytogether, “Claims” and individually, a “Claim”), which any of such Releasors GPSI Party (as defined below) ever had, now havehas, may hereafter have or hereafter can, shall, or may claims to have against any or all of such Releasees forthe Leisurecorp Parties, upondirectly or indirectly, arising from or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment arising out of or relating to the Indemnification Escrow Fund, the Escrow Agreement, any breaches (or alleged breaches) by Buyer on or before the date hereof relating to the Agreement or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or arising out of or relating to the Agreement; provided, however, that such release shall not apply to any Claims related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the Agreement2007 Contract. (b) Each Releasor understands that it may later discover Claims or facts that may be different fromFrom and after the date hereof, or in addition toLeisurecorp, those that it or any on behalf of itself and the Leisurecorp Parties, hereby fully, unconditionally, completely, irrevocably and forever releases, discharges and holds harmless (i) GPSI, its current and former parents, subsidiaries and other Releasor now knows or believes to exist regarding the subject matter affiliated entities and (ii) each of the release contained in this Section 2their respective current and former directors, officers, employees, agents, successors and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Neverthelessassigns (collectively, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive “GPSI Parties”) from any and all rightsmanner of Claims, benefits and protections which any Leisurecorp Party ever had, now has, may hereafter have or claims to have against any or all of any state the GPSI Parties, directly or federal statute indirectly, arising from or common law principle limiting related to the scope of a general release2007 Contract. (c) Except for any Each of Leisurecorp and GPSI, on behalf of itself and the Leisurecorp Parties and GPSI Parties, as applicable, acknowledges and recognizes that it may have some Claim of which it is or they are totally unaware and unsuspecting, which it is, on behalf of itself and them, surrendering as of the date hereof by execution of this Agreement. It is the express intention of each of Leisurecorp and GPSI by the execution and delivery of this Agreement, that effective as of the date hereof, each party shall release and deprive itself, on behalf of itself and the Leisurecorp Parties and GPSI Parties, as applicable, of all Claims related with respect to the Sellers’ representations 2007 Contract and warranties set forth in Section 3.01 and 3.03 the right to make any such Claims as of the Agreement, Sellers date hereof and at any time hereafter. The mutual release provided for in this Section 1.2 is intended to be construed in the broadest possible manner and shall not have any personal liability whatsoever be given effect and enforced to the Buyer under the Agreement, this Amendment, or any other document delivered in connection with the transaction and shall not be obligated to indemnify or hold harmless Buyer, or its affiliates, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liabilityfullest extent permitted by applicable law.

Mutual Release. (a) In consideration As of the covenantsdate hereof, agreements and undertakings of the Parties under this Amendment, each PartyMGIC, on behalf of itself and each of its respective present successors, subsidiaries, controlled affiliates, divisions, and former parentsassignees (the “MGIC Releasors”) does, to the fullest extent permitted by law, hereby fully release, forever discharge and covenant not to ▇▇▇ Radian, any of its successors, subsidiaries, affiliates, divisions, or assignees, and any of their respective officers, directors, shareholders, members, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, membersrepresentatives, agents, representativesfinancial advisors, permitted successorsauditors, and permitted assigns attorneys, heirs, administrators, devisees or legatees (collectively, collectively the “Radian Releasees”) (it is understood that neither C-Bass nor ▇▇▇▇▇▇▇ nor any of their respective officers or employees are MGIC Releasors or Radian Releasees), of, from, and from with respect to, any and all manner of claims, rights, actions, causes of action, suits, lossesliens, liabilitiesobligations, rightsaccounts, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversiesdemands, agreements, promises, variancesliabilities, trespassescontroversies, damagescosts, judgmentsexpenses and fees (including attorney’s, extentsfinancial advisor’s, executions, claims, and demands, of every kind and nature lender’s or other fees) whatsoever, whether now arising in law or equity, whether based on any federal, state or foreign law or right of action, mature or unmatured, contingent or fixed, liquidated or unliquidated, known or unknown, foreseen accrued or unforeseenunaccrued, matured which MGIC Releasors, or unmaturedany of them, suspected ever had or unsuspectednow have or can have or shall or may hereafter have against the Radian Releasees or any of them, in lawconnection with, admiralty, or equity, including any and all claims that may arise from the representations or warranties made under the Agreement, any assertions of breach of the Agreement, and any claims of indemnification under the Agreement (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Amendment arising out of or relating which are in any way related to the Indemnification Escrow Fund, the Escrow Merger Agreement, or any breaches (duties, actions, omissions, commitments, agreements, transactions, statements, or alleged breaches) by Buyer on or before representations made to the MGIC Releasors in connection with the Merger, which include any actions taken prior to the date hereof relating to in connection with the Agreement proposed dispositions of C-Bass and ▇▇▇▇▇▇▇ or any breaches (or alleged breaches) by Sellers described in the Claim Letter attached hereto as Exhibit A (the “Claim Letter”) or arising out of or relating to the Agreementliquidity crisis involving C-Bass; provided, however, that such release nothing herein shall be deemed to constitute a release, discharge or covenant not apply to ▇▇▇ with respect to any Claims claim, action, cause of action or suit arising on or after the date of this Agreement out of (i) this Agreement, (ii) the Confidentiality Agreement, (iii) the Fourth Amended and Restated Limited Liability Company Agreement of C-Bass, effective June 30, 2003, (iv) the Fifth Amended and Restated Limited Liability Company Agreement of C-Bass, effective July 1, 2006 to the extent such Limited Liability Company Agreement is legally effective, (v) the Fourth Amended and Restated Limited Liability Company Agreement of ▇▇▇▇▇▇▇, dated as of July 1, 2006 (the “▇▇▇▇▇▇▇ L.L.C. Agreement"), (vi) the JDA, (vii) the Clean Team Procedures, or (viii) the Clean Team Confidentiality Agreements. For the avoidance of doubt, the Parties acknowledge that none of the limited liability company agreements specified in clauses (iii)-(v) in the immediately preceding sentence is related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Agreement or Buyer’s representations and warranties set forth in Section 4.01 and 4.04 of the AgreementMerger. (b) Each Releasor understands As of the date hereof, Radian, on behalf of itself and each of its successors, subsidiaries, controlled affiliates, divisions, and assignees (the “Radian Releasors”), does, to the fullest extent permitted by law, hereby fully release, forever discharge and covenant not to ▇▇▇ MGIC and any of its parents, successors, subsidiaries, affiliates, divisions, or assignees, and any of their respective officers, directors, employees, representatives, agents, financial advisors, auditors, attorneys, heirs, administrators, devisees or legatees (collectively, the “MGIC Releasees”) (it is understood that it may later discover Claims neither C-Bass nor ▇▇▇▇▇▇▇ nor any of their respective officers or facts that may be different employees are Radian Releasors or MGIC Releasees), of, from, or in addition and with respect to, those that it any and all manner of claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, expenses and fees (including attorney’s, financial advisor’s, lender’s or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 2, and which, if known at the time of signing this Amendment, may have materially affected this Amendment and such Party’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 2fees) whatsoever, whether arising in law or equity, whether based on any federal, state or foreign law or right of action, mature or unmatured, contingent or fixed, liquidated or unliquidated, known or unknown, foreseen accrued or unforeseenunaccrued, which the Radian Releasors ever had or suspected now have or unsuspectedcan have or shall or may hereafter have against the MGIC Releasees or any of them, and the release given herein is and will remain in effect as a complete releaseconnection with, notwithstanding the discovery arising out of or existence of such additional or different facts. The Releasors hereby waive which are in any right or Claims that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits and protections of any state or federal statute or common law principle limiting the scope of a general release. (c) Except for any Claims way related to the Sellers’ representations and warranties set forth in Section 3.01 and 3.03 of the Merger Agreement, Sellers shall not have any personal liability whatsoever to the Buyer under the Agreement, this Amendment, or any other document delivered duties, actions, omissions, commitments, agreements, transactions, statements, or representations made to the Radian Releasors in connection with the transaction Merger, which include any actions taken prior to the date hereof in connection with the proposed dispositions of C-Bass and ▇▇▇▇▇▇▇ or the liquidity crisis involving C-Bass; provided, however, that nothing herein shall be deemed to constitute a release, discharge or covenant not be obligated to indemnify ▇▇▇ with respect to any claim, action, cause of action or hold harmless Buyersuit arising on or after the date of this Agreement out of (i) this Agreement, (ii) the Confidentiality Agreement, (iii) the Fourth Amended and Restated Limited Liability Company Agreement of C-Bass, effective June 30, 2003, (iv) the Fifth Amended and Restated Limited Liability Company Agreement of C-Bass, effective July 1, 2006 to the extent such Limited Liability Company Agreement is legally effective, (v) the Fourth Amended and Restated Limited Liability Company Agreement of ▇▇▇▇▇▇▇, dated as of July 1, 2006, (vi) the JDA, (vii) the Clean Team Procedures, or its affiliates(viii) the Clean Team Confidentiality Agreements. For the avoidance of doubt, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liabilitythe Parties acknowledge that none of the limited liability company agreements specified in clauses (iii)-(v) in the immediately preceding sentence is related to the Merger.