Common use of Mutual Release Clause in Contracts

Mutual Release. (a) Effective upon satisfaction of the Termination Conditions, Buyer releases and discharges absolutely and forever Seller and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released Party”), from any and all claims, obligations and liabilities of every kind and nature whatsoever which now exist or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment Agreement, and

Mutual Release. (a) Effective upon satisfaction Employee, on Employee’s own part and on behalf of the Termination ConditionsEmployee’s dependents, Buyer releases heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to ▇▇▇ and fully releases, acquits, and discharges absolutely the Parent, Intelsat, and forever Seller and its present and former parentstheir respective parent, subsidiaries, affiliates, divisionsand in such capacities, owners, trustees, directors, officers, agents, employees, stockholders, members, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys assigns, and accountants successors (collectively, the collectively referred to as “Seller’s Released Parties,” Intelsat Releasees”) with respect to and each a “Seller’s Released Party”), from any and all claims, obligations wages, agreements, contracts, covenants, actions, suits, causes of action, expenses, attorneys’ fees, damages, and liabilities of every whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and nature whatsoever whether or not concealed or hidden, which now exist Employee has at any time heretofore owned or heretofore have existed in favor held against said Intelsat Releasees, including, without limitation, those arising out of Buyer against any of the Seller’s Released Parties which relate or in any way to the Agreement connected with Employee’s employment relationship with Intelsat or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted Employee’s separation from employment with Intelsat, except with respect to the matters addressed those benefits set forth in the Agreement or the Voluntary Commitment Paragraph 1 of this Agreement. (b) Effective upon satisfaction In exchange for the release by you set forth herein, the Company on its own behalf and also on behalf of its affiliates, successors and assigns (the Termination Conditions, Seller releases and discharges absolutely “Intelsat Releasors”) hereby agrees to unconditionally release and forever Buyer waive, discharge, and its present and former parentsforever give up waiveable claims, subsidiariesdemands, affiliatesprayers for relief, divisionscauses of action, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants rights or damages (collectively, “Claims”) the Intelsat Releasors now have or may have had against you, your administrators, your heirs and your survivors and assigns (“Buyer’s Released Parties” and each a “Buyer’s Released PartyEmployee Releasees”), from based on any and all claims, obligations and liabilities of every kind whatsoever which now exist events or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way circumstances arising or occurring on or prior to the Agreement date hereof including, without limitation, any Claims arising out of your employment with the Company or the Voluntary Commitment termination thereof, except for any Claim which relates to or arises from (a) any unlawful or criminal acts, (b) acts of intentional wrongdoing that result in material harm to any Intelsat Releasor or (c) any obligation assumed under this Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreementby any party hereto. (c) As used Notwithstanding the foregoing, nothing in paragraphs this Agreement shall be a waiver of claims: (a1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination under the Employment Agreement or any other written agreement entered into between Employee and the Company (bincluding, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advance of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement, the term “claimsCompany’s Certificate of Incorporation or By-laws, obligations pursuant to any separate writing between you and liabilities” includes, but is not limited to, the Company or pursuant to applicable law; (i4) all claims of relating to any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contractaccrued, fraud, indemnification, goods vested benefits under any employee benefit plan or services had and received, or open account, (iii) all claims for breach pension plan of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way Intelsat Releasees subject to the Agreement terms and conditions of such plan and applicable law; or (5) as a stockholder or optionholder of the Voluntary Commitment Agreement, andCompany.

Mutual Release. (a) Effective upon satisfaction As of the Termination ConditionsEffective Date, Buyer releases except as explicitly provided in this Assignment or except where such liabilities arise from or are caused by the gross negligence, willful misconduct or fraud of Assignee or its Affiliates, as the case may be, Assignor, on its behalf and discharges absolutely on behalf of each of its Affiliates and forever Seller and its present and former parentseach of their respective representatives, subsidiariesagents, affiliatessuccessors, divisionsassigns, stockholdersofficers, directors, members, partnersmanagers, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys employees and accountants each of them (collectively, the “Seller’s Released "Assignor Parties,” ") hereby irrevocably waives, releases and discharges, absolutely and forever, Assignee, the Partnership and each a “Seller’s Released Party”)of their Affiliates from any and all liabilities to Assignor or the other Assignor Parties of any kind and nature whatsoever (including in respect of any rights of contribution or indemnification) in respect of facts, events, circumstances or conditions occurring or arising prior to the Effective Date. (b) As of the Effective Date, except as explicitly provided in this Assignment or except where such liabilities arise from or are caused by the gross negligence, willful misconduct or fraud of Assignor or its Affiliates, as the case may be, Assignee, on its behalf and on behalf of each of its Affiliates and each of their respective representatives, agents, successors, assigns, officers, directors, members, managers, employees and each of them (collectively, the "Assignee Parties") hereby irrevocably waives, releases and discharges, absolutely and forever, the Assignor and each of its Affiliates, from any and all claimsliabilities to Assignee, obligations and liabilities the Partnership, or the other Assignee Parties of every any kind and nature whatsoever which now exist (including in respect of any rights of contribution or heretofore have existed indemnification) in favor respect of Buyer against any of the Seller’s Released Parties which relate in any way facts, events, circumstances or conditions occurring or arising prior to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment AgreementDate. (c) As used Notwithstanding anything to the contrary in paragraphs (a) and (b)) above, the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims nothing in this Section 10 shall be construed as a waiver or release by or in favor of either party with respect to any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach rights either of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way them may have pursuant to the Agreement or the Voluntary Commitment Agreement, andthis Assignment.

Mutual Release. (a) Effective upon satisfaction In consideration of the Termination Conditionsparties’ promises set forth herein, Buyer releases except as set forth in Section 5, each of Altisource and discharges absolutely Residential and forever Seller and its present and former their respective parents, subsidiaries, affiliates, divisionsinsurers, stockholders, members, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys successors and accountants assigns (collectivelyas to Altisource, the “Seller’s Released Altisource Releasing Parties,” and each a as to Residential, the “Seller’s Released PartyResidential Releasing Parties”), from any and all claimshereby waives, obligations and liabilities of every kind and nature whatsoever which now exist or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way releases, covenants not to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely ▇▇▇ and forever Buyer discharges the other party and its present and former their respective parents, subsidiaries, affiliates, divisionssuccessors and assigns, membersofficers, directors, shareholders, clients, vendors, contractors, insurers, managers, stockholdersemployees, partners, predecessors, successorscounsel, agents, directorsand representatives (as to Altisource, suretiesthe “Altisource Released Parties” and as to Residential, officers, employees, representatives, attorneys and accountants (the “Residential Released Parties,” collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), and each of the Altisource Releasing Parties and Residential Releasing Parties hereby waives, releases, covenants not to ▇▇▇, and forever discharges the Altisource Released Parties (in the case of the Residential Releasing Parties) and the Residential Released Parties (in the case of the Altisource Releasing Parties) of and from any all known and all unknown claims, obligations rights, actions, complaints, charges, liabilities, causes of action, suits, demands, damages, costs, attorneys’ fees, losses, debts, and liabilities expenses of every kind any nature whatsoever which that each of them ever had, now exist have, or heretofore may claim to have existed in favor of Seller against any of the Buyer’s respective Released Parties which relate arising from the beginning of time until the execution of this Omnibus Amendment. Notwithstanding the foregoing the Altisource Releasing Parties and the Residential Releasing Parties do not waive, release, covenant not to ▇▇▇, or discharge the Altisource Released Parties (in the case of the Residential Releasing Parties) or the Residential Released Parties (in the case of the Altisource Releasing Parties) of and from any way class actions or regulatory enforcement or similar governmental actions arising from allegations asserted by or on behalf of (a) tenants regarding wrongdoing and/or violations of federal or state regulations (excluding ordinary course code violations) related to the Agreement repair, preservation or maintenance of Rental Properties or the Voluntary Commitment Agreement administration of leases for the Rental Properties; (b) tenant applicants regarding wrongdoing and/or violations of federal or which arise out of or have been or could have been asserted with respect state regulations (excluding ordinary course code violations) related to the Agreement rental application process, the process for approving rental applications or the Voluntary Commitment Agreement. rental of Rental Properties; or (c) As used in paragraphs (a) and (b)tenants, tenant applicants and/or or former borrowers for REO properties regarding data breaches or wrongful disclosures of nonpublic personal information under the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kind, whether known ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act under similar federal or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any state statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment Agreement, and.

Mutual Release. (a) Effective A. Except as otherwise provided for in this Agreement, effective upon satisfaction of the Franchise Termination ConditionsDate, Buyer releases and discharges absolutely the City does hereby remise, release and forever Seller discharge EarthLink, together with its subsidiaries and its present and former parents, subsidiaries, affiliates, divisionsits and each of such subsidiaries’ and affiliates’ officers, directors, stockholders, managers, members, partnersemployees and agents, predecessorsits and each of such subsidiaries’ and affiliates’ successors and assigns, successorsthe heirs, agentsexecutors and administrators of such officers, directors, suretiesstockholders, officersmanagers, employeesmembers, representatives, attorneys employees and accountants agents (collectively, the “Seller’s Released EarthLink Parties,” and each a “Seller’s Released Party”), acting in any capacity whatsoever, of and from any and all claimsmanner of actions and causes of actions, obligations suits, debts, claims and liabilities of every kind and nature demands whatsoever which now exist in law or heretofore have existed in favor of Buyer against equity (“Claims”), that the City or any of its officers, officials, directors, employees, agents, successors and assigns (collectively with the Seller’s Released Parties which relate City, the “City Parties”) ever had, now have, or hereafter may have by reason of any matter, cause or thing whatsoever that arises from, or relates in any way to, the Franchise Agreement, the Rooftop Lease, the Fiber Optics Lease or the transactions contemplated thereby, including without limitation any payment obligations that the EarthLink Parties have or may have for any amounts owed to the Agreement City Parties, whether billed or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. (b) Effective upon satisfaction unbilled, as of the Effective Date; provided, however, that the release in this Section 2A shall not apply to any Claims by third-parties for bodily injury, personal injury, or damage to third-party property or payment obligations set forth in Section 1; B. Except as otherwise provided for in this Agreement, effective upon the Franchise Termination ConditionsDate, Seller releases EarthLink, on behalf of itself and discharges absolutely the other EarthLink Parties, does hereby remise, release and forever Buyer discharge the City Parties, acting in any capacity whatsoever, of and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities manner of every kind whatsoever which now exist Claims that EarthLink or heretofore have existed in favor of Seller against any of the Buyer’s Released other EarthLink Parties which relate ever had, now has, or hereafter may have by reason of any matter, cause or thing whatsoever that arises from, or relates in any way to to, the Agreement Franchise Agreement, the Rooftop Lease, the Fiber Optics Lease or the Voluntary Commitment Agreement transactions contemplated thereby provided, including without limitation any payment obligations that the City Parties have or which arise out of or may have been or could have been asserted with respect for any amounts owed to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kindEarthLink, whether known billed or unknownunbilled, anticipated or unanticipatedas of the Effective Date, past or presentprovided, contingent or fixedhowever, direct or indirectthat the release in this Section 2B shall not apply to any Claims by third-parties for bodily injury, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and receivedpersonal injury, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, damage to third-party property or foreclosure, or for any violation of any statute, ordinance, or regulation relating payment obligations set forth in any way to the Agreement or the Voluntary Commitment Agreement, andSection 1;.

Mutual Release. Subject to, and in consideration of MULTIMEDIA’s payment (or deemed payment) in full to DIAMOND of the SETTLEMENT FUNDS and the other terms and provisions of this AGREEMENT: (a) Effective upon satisfaction of the Termination Conditions, Buyer DIAMOND hereby releases and forever discharges absolutely and forever Seller MULTIMEDIA (and its present and former parentsofficers (other than the INDIVIDUAL OFFICERS), subsidiariesdirectors, affiliatesemployees, divisionsagents, stockholders, members, partners, predecessorsrepresentatives, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released Party”), assigns) from any and all claimsCLAIMS that DIAMOND ever had, obligations and liabilities now has or hereafter can, shall or may have for, upon or by reason of every kind and nature any matter, event, cause or thing whatsoever which now exist or heretofore have existed in favor of Buyer against any from the beginning of the Seller’s Released Parties which relate in any way world to the Agreement or the Voluntary Commitment Agreement or EFFECTIVE DATE, including without limitation all CLAIMS which arise out of or have been were asserted or could have been asserted with respect to the matters addressed in the Agreement or LAWSUIT and the Voluntary Commitment AgreementINJUNCTION PROCEEDING. (b) Effective upon satisfaction of the Termination Conditions, Seller MULTIMEDIA hereby releases and forever discharges absolutely and forever Buyer DIAMOND (and its present and former parentsofficers, subsidiariesdirectors, affiliatesemployees, divisionsagents, members, managers, stockholders, partners, predecessorsrepresentatives, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), assigns) from any and all claimsCLAIMS that MULTIMEDIA ever had, obligations and liabilities now has or hereafter can, shall or may have for, upon or by reason of every kind any matter, event, cause or thing whatsoever which now exist or heretofore have existed in favor of Seller against any from the beginning of the Buyer’s Released Parties which relate in any way world to the Agreement or the Voluntary Commitment Agreement or EFFECTIVE DATE, including without limitation all CLAIMS which arise out of or have been were asserted or could have been asserted with respect to in the Agreement or LAWSUIT and the Voluntary Commitment AgreementINJUNCTION PROCEEDING. (c) As used in paragraphs DIAMOND and the INDIVIDUAL OFFICERS each hereby release and forever discharge the other (aand its officers, directors, employees, agents, representatives, successors, attorneys and assigns, if any) from any and (b)all CLAIMS that it ever had, the term “claimsnow has or hereafter can, obligations and liabilities” includes, but is not limited to, shall or may have (i) which were asserted or could have been asserted in the LAWSUIT and the INJUNCTION PROCEEDING; or (ii) related to manufacture, promotion, transportation, sale, lease, deployment, play or use of the CURRENT MULTIMEDIA GAMES. (d) DIAMOND and THE KAW NATION each hereby release and forever discharge the other (and its officers, directors, employees, agents, representatives, successors, attorneys and assigns) from any and all claims CLAIMS that it ever had, now has or hereafter can, shall or may have for, upon or by reason of any kindmatter, whether known event, cause or unknownthing whatsoever from the beginning of the world to the EFFECTIVE DATE, anticipated including without limitation all CLAIMS which were asserted or unanticipatedcould have been asserted in the INJUNCTION PROCEEDING. (e) The discharge and release by DIAMOND in Sections 2(a), past 2(c) and 2(d) above shall apply to all CLAIMS that DIAMOND may have against any insurance carrier of MULTIMEDIA, THE KAW NATION and any of the INDIVIDUAL OFFICERS. The foregoing notwithstanding, nothing in this AGREEMENT shall operate, or presentbe construed to operate, contingent to discharge or fixed, direct release (i) any CLAIM for breach of this AGREEMENT or indirect, secured or unsecuredthe PROTECTIVE ORDER (as defined below), (ii) all claims for alleged breach any CLAIM that MULTIMEDIA, THE KAW NATION or any of contract, fraud, indemnification, goods the INDIVIDUAL OFFICERS may have against its or services had and received, their respective insurance carriers; or open account, (iii) all claims for breach any CLAIMS of the covenant INDIVIDUAL OFFICERS against MULTIMEDIA, including but not limited to CLAIMS for indemnity as officers and/or directors of good faith MULTIMEDIA. (f) Each party hereto has been advised by legal counsel and fair dealingis familiar with the provision of Section 1542 of the California Civil Code, interference with contractwhich is set forth below. Each party knowingly waives any rights it may have under Section 1542, interference with prospective business advantage, negligence, or foreclosure, or for and under any violation similar provision of any statuteother state or federal law, ordinanceand the releases provided in Section 2 include all causes of CLAIMS whatsoever in law or in equity that are not known or are not ascertainable as of the execution of this AGREEMENT. “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, or regulation relating in any way to which if known by him must have materially affected his settlement with the Agreement or the Voluntary Commitment Agreement, anddebtor.”

Mutual Release. (a) Effective upon satisfaction The Company, for and on its own behalf and on behalf of any Affiliates and their respective predecessors, successors and assigns, and their respective past, present and future officers, directors, partners and employees (collectively the Termination Conditions“Company Releasors”) does hereby remise, Buyer releases and discharges absolutely release and forever Seller discharge Waterton, its Affiliates and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, their respective predecessors, successors, agentsand assigns, and all of its respective past, present and future officers, directors, suretiespartners, officersinvestors, employees, representativesservants, attorneys agents, consultants and accountants advisors, as the case may be (collectively, collectively the “Seller’s Released Parties,” Waterton Releasees”) of and each a “Seller’s Released Party”), from any and all claimsclaims and any and all manner of action and actions, obligations cause and liabilities causes of action, suits, debts, dues, sums of money, expenses, general damages, special damages, costs and demands of any and every kind and nature whatsoever which the Company Releasors ever had, now exist have or heretofore hereafter can, shall or may have existed in favor of Buyer against the Waterton Releasees for or by reason of, or arising out of, any act or omission pertaining to the affairs or actions of the Seller’s Released Parties which relate in any way Company or the Board that occurred on or prior to the date of this Agreement, provided that this release shall not apply in respect of any breach of this Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreementby a Waterton Releasee. (b) Effective upon satisfaction Waterton, for and on its own behalf and on behalf of any Affiliates and their respective predecessors, successors and assigns, (collectively the Termination Conditions“Waterton Releasors”) does hereby remise, Seller releases and discharges absolutely release and forever Buyer discharge the Company, its Affiliates and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, their respective predecessors, successors, agentsand assigns, and all of its respective past, present and future officers, directors, sureties, officerspartners, employees, representativesservants, attorneys agents, consultants and accountants advisors, as the case may be (collectively, collectively the “Buyer’s Released Parties” Company Releasees”) of and each a “Buyer’s Released Party”), from any and all claimsclaims and any and all manner of action and actions, obligations cause and liabilities causes of action, suits, debts, dues, sums of money, expenses, general damages, special damages, costs and demands of any and every kind whatsoever and nature whatsoever, which the Waterton Releasors ever had, now exist have or heretofore hereafter can, shall or may have existed in favor of Seller against the Company Releasees for or by reason of, or arising out of, any act or omission pertaining to the affairs or actions of the Buyer’s Released Parties which relate in any way Company or the Board that occurred on or prior to the Agreement or the Voluntary Commitment Agreement or which arise out date of or have been or could have been asserted with this Agreement, provided that this release shall not apply in respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the this Agreement or the Voluntary Commitment Agreement, andby a Company Releasee.

Mutual Release. Each party hereto (aeach as a "Releasing Party") Effective upon satisfaction of the Termination Conditionsfor itself, Buyer releases and discharges absolutely and forever Seller and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agentsassigns, affiliates, officers, directors, suretiesagents and employees, does hereby release, remise and forever discharge each other party hereto and its respective successors, affiliates, assigns, officers, employeesdirectors, representatives, attorneys agents and accountants employees (collectivelycollectively with each party hereto, the “Seller’s Released Parties,” and "Releasees" of each a “Seller’s Released Party”party hereto), from any and all claims, obligations and liabilities demands, rights of every kind and action, causes of action, lawsuits, arbitrations, damages, indebtedness, liabilities, obligations, losses or expenses of any nature whatsoever which now exist and remedies therefor, duty or heretofore have existed relationship, acts, omissions, misfeasance, malfeasance, causes of action, sums of money, accounts, compensation, contracts, controversies, promises, choices in favor action, rights of Buyer against any of the Seller’s Released Parties which relate in any way to the Agreement indemnity or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims liability of any type, kind, nature, description or character whatsoever, and irrespective of how, why or by reason of what facts, whether known or unknown, anticipated suspected or unanticipatedunsuspected, past whether heretofore now existing or presenthereafter arising, contingent which could, might or fixedmay be claimed to exist, direct whether liquidated or indirectunliquidated, secured whether existing in law or unsecuredequity and whether known or unknown, (ii) all claims for alleged breach of contractforeseen or unforeseen, fraud, indemnification, goods which the Releasing Party has or services had and receivedhas had, or open accountmay hereafter claim to have had, (iii) all claims for breach of the covenant of good faith and fair dealingagainst any Releasees relating to, interference with contract, interference with prospective business advantage, negligenceconcerning, or foreclosurearising from, under or for any violation of any statutein connection with the Arbitration Proceedings, ordinance, or regulation relating in any way to the Nascobal Agreement or the Voluntary Commitment Scopolamine Agreement or the negotiation thereof or the relationships created thereunder, and any transactions and documents in connection therewith, related thereto or contemplated thereby; provided, however that nothing in this Agreement shall affect the validity or effect the rights, obligations and liabilities of the parties under this Agreement, andthe Purchase Agreement, or the other Transaction Agreements.

Mutual Release. (a) Effective upon satisfaction for all purposes, as of the Termination ConditionsEffective Date, Buyer releases each Party acknowledges and discharges absolutely agrees on behalf of itself and forever Seller and on behalf of each of its present and former parentspast, present, or future agents, trustees, directors, managers, officers, affiliates, subsidiaries, affiliatesrepresentatives, divisionstransferees, stockholders, members, partners, predecessorslicensees, successors, and assigns (each Party and each such other person or entity, a “Releasor”) as follows: 9.1. Each Releasor hereby irrevocably and unconditionally releases the other Party and each of its past, present, or future agents, trustees, directors, suretiesmanagers, officers, employeesaffiliates, subsidiaries, representatives, attorneys transferees, licensees, successors, and accountants assigns (collectivelyeach, the “Seller’s Released Parties,” and each a “Seller’s Released PartyReleasee”), ) from any and all past, present, or future charges, complaints, claims, obligations liabilities, obligations, promises, agreements, controversies, damages or causes of action, suits, rights, demands, costs, losses, debts, and liabilities expenses (including attorneys’ fees and costs incurred) of every kind any nature whatsoever, known or unknown, suspected or unsuspected, existing or prospective, arising out of or related to either of the License Agreements (each a “Claim”, and nature whatsoever which collectively “Claims”), with the exception of [***]. 9.2. Each Party acknowledges that it or other Releasors may hereafter discover facts in addition to or different from those that it or any other Releasor now exist knows or believes to be true with respect to the subject matter of this release, but it is each Party’s intention, including on behalf of each Releasor, to fully and finally and forever settle and release any and all Claims that do now exist, may exist, or heretofore have existed in favor of Buyer against between Releasor and any of the Seller’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted Releasees with respect to the matters addressed subject matter of this release. In furtherance of this intention, the releases contained herein shall be and remain in effect as full and complete releases of the Agreement Claims, notwithstanding the discovery or the Voluntary Commitment Agreementexistence of any such additional or different facts. (b) Effective upon satisfaction 9.3. Each Party agrees and acknowledges that nothing in this Agreement, and no act of the Termination Conditionsany Party, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate shall be treated in any way as an admission of liability as to the Agreement any claim, contention, or the Voluntary Commitment Agreement or which arise out cause of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment action. 9.4. For clarity, no Party releases any obligations under this Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment Agreement, and

Mutual Release. (a) Effective upon satisfaction In consideration of all of the Termination Conditionsterms and conditions of this Agreement (including without limitation the mutual releases provided herein), Buyer releases and discharges absolutely and forever Seller and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectivelyexcept as expressly provided below, the “Seller’s Released Buyer Parties hereby release the Seller Parties,” , and each a “Seller’s Released Party”)the Seller Parties hereby release the Buyer Parties, from any and all causes of action, actions, judgments, liens, damages, Losses (as defined in the Amended Purchase Agreement), costs, claims, obligations liabilities, expenses, and liabilities of every kind and nature whatsoever which now exist or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kinddemands whatsoever, whether known or unknown, anticipated suspected or unanticipatedunsuspected (collectively, past “Claims”), which they ever had, now have, or presenthereafter can, contingent shall or fixedmay have, direct for, upon or indirectby reason of any act, secured omission, misrepresentation, breach, transaction, practice, conduct, matter, cause, operation of law, effect, or unsecuredthing of any kind whatsoever, arising out of, or relating in any manner to the relationship between the Buyer Parties and Seller Parties, including, without limitation, any Claims arising out of or in any way related to the Amended Purchase Agreement (including payments of any amounts due thereunder and any Claims for indemnification thereunder); provided, however, it is expressly agreed and understood that this Agreement does not release (a) any obligations under this Agreement, (b) Buyer’s or Buyer Sub’s obligations under (i) the Note, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and received, or open accountthe Amended Security Agreement, (iii) all claims for breach the Supply Agreement, (iv) the Amended Purchase Agreement to satisfy the Assumed Liabilities (as defined in the Amended Purchase Agreement), (v) Sections 9.3(b)(v), 10.5 and 10.7 of the covenant Amended Purchase Agreement, (vi) the Amended Restriction Agreement, (vii) the ▇▇▇▇ Employment Agreement (as defined in the Amended Purchase Agreement) as modified by the ▇▇▇▇ Agreement, and (viii) that certain Assignment and Assumption of good faith Business Property Lease, dated October 1, 2008, by and fair dealingbetween Seller and Buyer, interference with contract, interference with prospective business advantage, negligence(c) Seller’s or the Shareholders’ obligations under (i) clause (v) of Section 9.2(b) of the Amended Purchase Agreement, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to (ii) the Agreement or the Voluntary Commitment Amended Restriction Agreement, and(d) Seller’s obligations from and after the Effective Date under the Seller Non-Competition Agreement (as defined in the Amended Purchase Agreement, (e) ▇▇▇▇▇▇’▇ obligations from and after the Effective Date under the ▇▇▇▇▇▇ Non-Competition Agreement (as defined in the Amended Purchase Agreement) as modified by the ▇▇▇▇ Agreement, (f) ▇▇▇▇’▇ obligations from and after the Effective Date under (i) the ▇▇▇▇ Non-Competition Agreement (as defined in the Amended Purchase Agreement) as modified by the ▇▇▇▇ Agreement and (ii) the ▇▇▇▇ Employment Agreement (as defined in the Amended Purchase Agreement) as modified by the ▇▇▇▇ Agreement, and (g) CNH’s obligations under the Supply Agreement.

Mutual Release. (a) Effective upon satisfaction of the Termination ConditionsEnterra and its Affiliates (collectively referred to as “Enterra Entities”) do hereby unconditionally remise, Buyer releases and discharges absolutely release and forever Seller discharge ▇▇▇ and JMG, each such parties’ Affiliates and its present and former parentstheir employees, subsidiariesofficers, affiliates, divisions, stockholders, members, partners, predecessors, successorsdirectors, agents, directors, sureties, officers, employees, representatives, attorneys successors and accountants assigns (collectively, collectively referred to as the “Seller’s Released Parties,” ▇▇▇/JMG Releasees”) of and each a “Seller’s Released Party”), from any and all known or unknown actions, causes of action, suits, debts, sums of money, dues, expenses, general damages, special damages, losses, costs, claims, obligations demands and liabilities other proceedings of any and every kind and nature whatsoever which now exist whatsoever, whether past, present or heretofore have existed prospective, at law or in favor of Buyer equity, or under any statute against the ▇▇▇/JMG Releasees or any of the Seller’s Released Parties which relate them, that Enterra Entities or any person claiming through Enterra Entities or in any way Enterra Entity’s name ever had, now have, or hereafter can, shall or may have, for or by reason of any matter, cause or thing whatsoever existing up to the date of this Agreement (including, without limitation arising out of the Terminated Agreements), except to the extent arising out of the failure of the ▇▇▇/JMG Releasees to comply with their obligations under the Purchase and Sale Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment this Agreement. (b) Effective upon satisfaction Each of the Termination Conditions▇▇▇ and its Affiliates and JMG and its Affiliates (collectively referred to as “▇▇▇/JMG Entities”) do hereby unconditionally remise, Seller releases and discharges absolutely release and forever Buyer discharge Enterra, its Affiliates, and its present and former parentstheir employees, subsidiariesofficers, affiliates, divisions, members, managers, stockholders, partners, predecessors, successorsdirectors, agents, directors, sureties, officers, employees, representatives, attorneys successors and accountants assigns (collectively, collectively referred to as the “Buyer’s Released Parties” Enterra Releasees”) of and each a “Buyer’s Released Party”), from any and all known or unknown actions, causes of action, suits, debts, sums of money, dues, expenses, general damages, special damages, losses, costs, claims, obligations demands and liabilities other proceedings of any and every kind whatsoever which now exist and nature whatsoever, whether past, present or heretofore have existed prospective, at law or in favor of Seller equity, or under any statute against the Enterra Releasees or any of the Buyer’s Released Parties which relate them, that ▇▇▇/JMG Entities or any person claiming through ▇▇▇/JMG Entities or in any way ▇▇▇/JMG Entity’s name ever had, now have, or hereafter can, shall or may have, for or by reason of any matter, cause or thing whatsoever existing up to the date of this Agreement (including, without limitation, arising out of the Terminated Agreements), except to the extent arising out of the failure of the Enterra Releasees to comply with their obligations under the Purchase and Sale Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment this Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment Agreement, and

Mutual Release. (a) Effective upon satisfaction of Excepting the Termination Conditionsobligations and limitations which are expressly set forth in this Agreement, Buyer releases Employee shall and discharges absolutely hereby does release and forever Seller discharge Employer, ADP and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, each of their respective predecessors, successors, agentsheirs, directorsparent companies, suretiesassigns, officersexecutors, administrators, Agents, employees, representatives, attorneys attorneys, affiliates (including but not limited to GridSense Pty Ltd. and accountants CHK GridSense Pty Ltd.), subsidiaries, and any and all past or present directors or officers, and any other entity, person, or employee associated with or employed by Employer or ADP, and all of them, as well as any and all persons acting or allegedly acting by, under, through or in concert with any of them (collectivelyhereinafter together with Employer and ADP, the “Seller’s Released Parties,” and each a “Seller’s Released PartyEmployer Releasees”), from against any and all claims, obligations damages, actions, causes of action, liabilities, judgments, liens, rights, debts, suits, obligations, promises, acts, costs and liabilities of every kind and nature whatsoever which now exist or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. expenses (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includesincluding, but is not limited to, (i) all claims attorneys' fees), damages and charges of any kindwhatsoever nature, whether known or unknown, anticipated suspected or unanticipatedunsuspected, past foreseen or presentunforeseen, contingent fixed or fixedcontingent, direct or indirectever filed or prosecuted (hereinafter, secured collectively referred to as “Employee Claims”) which Employee may now have, or unsecuredclaim to have, or any time heretofore had, or claimed to have had, against Employer, ADP and/or any other Employer Releasees, or any other claim, as a result of things undertaken, said, stated, done or admitted to be done up to and including the date of execution of this Agreement. Excepting the obligations and limitations which are expressly set forth in this Agreement, Employer shall and hereby does release and forever discharge Employee and each of his heirs, assigns, executors, administrators, agents, employees, representatives, attorneys, affiliates, and any other entity, person, or employee associated with or employed by Employee, as well as any and all persons acting or allegedly acting by, under, through or in concert with any of them (iihereinafter together with Employee, “Employee Releasees”), against any and all claims, damages, actions, causes of action, liabilities, judgments, liens, rights, debts, suits, obligations, promises, acts, costs and expenses (including, but not limited to, attorneys' fees), damages and charges of whatsoever nature, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, fixed or contingent, or ever filed or prosecuted (hereinafter, collectively referred to as “Employer Claims”) which Employer may now have, or claim to have, or any time heretofore had, or claimed to have had, against Employee and/or any other Employee Releasees, or any other claim, as a result of things undertaken, said, stated, done or admitted to be done up to and including the date of execution of this Agreement with regard to Employee's engagement by, employment with, or service as an officer of, Employer. The foregoing releases are intended to have the broadest lawful application and include, but are not limited to, any and all tort, contract, common law, constitutional, or statutory claims arising under state and/or federal law (in addition to those specifically released in paragraph 2(a) herein), including claims for alleged breach bodily or personal injury, injury to reputation, and emotional pain and suffering, arising out of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating related in any way to the Agreement transactions or occurrences between the Voluntary Commitment AgreementParties. Notwithstanding this release provision, andthis release does not extend to those claims which cannot be waived as a matter of law, as more specifically set forth in paragraph 2(d) below.

Mutual Release. (a) Effective upon satisfaction Except as provided in Section 5.1(c), effective as of the Termination ConditionsBusiness Transfer Time, Buyer releases Vistana does hereby, for itself and discharges absolutely each wholly-owned Vistana Entity and their respective Affiliates, predecessors, successors and assigns, remise, release and forever Seller discharge each Starwood Entity, their respective Affiliates, successors and its present assigns, and former parents, subsidiaries, affiliates, divisions, all Persons that at any time prior to the Business Transfer Time have been stockholders, members, partners, predecessors, successors, agents, directors, suretiesmanagers, officers, employeesagents or employees of Starwood or any such wholly-owned Starwood Entity (in each case, representativesin their respective capacities as such), attorneys and accountants their respective heirs, executors, administrators, successors and assigns (collectively, the “Seller’s Starwood Released Parties,” and each a “Seller’s Released PartyPersons”), from any and all claimsLiabilities whatsoever, obligations and liabilities whether at law or in equity (including any right of every kind and nature whatsoever which now exist contribution), whether arising under any contract or heretofore agreement, by operation of law or otherwise, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed in favor of Buyer against any on or before the Business Transfer Time, whether or not known as of the Seller’s Released Parties which relate Business Transfer Time, including in connection with the transactions and all other activities to implement the Internal Reorganization, the Asset Purchase and the Distribution. Without limitation, the foregoing release includes a release of any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted rights and benefits with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer such Liabilities that each Vistana Entity and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partnersrespective Affiliates, predecessors, successorssuccessors and assigns, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, now has or in the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore future may have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims conferred upon them by virtue of any kindstatute or common law principle which provides that a general release does not extend to claims which a party does not know or suspect to exist in its favor at the time of executing the release, whether known if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, Vistana hereby acknowledges that it is aware that factual matters now unknown to it may have given or may hereafter give rise to Liabilities that are presently unknown, anticipated or unanticipatedunanticipated and unsuspected, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach and it further agrees that this release has been negotiated and agreed upon in light of contract, fraud, indemnification, goods or services had that awareness and received, or open account, (iii) all claims for breach it nevertheless hereby intends to release the Starwood Released Persons from the Liabilities described in the first sentence of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment Agreement, andthis Section 5.1(a).

Mutual Release. (a) Effective upon satisfaction as of the Termination ConditionsClosing, Buyer releases each Seller (on behalf of itself and discharges absolutely its Affiliates) hereby releases, acquits, and forever Seller discharges each Company Entity, its Affiliates, and its present their respective successors and former parentsassigns, subsidiariesdirectors, affiliates, divisions, stockholdersofficers, members, partnersshareholders, predecessorsemployees, successorsmanagers, agents, directors, sureties, officers, employees, representatives, attorneys and accountants representatives (collectively, the “Seller’s Company Released Parties,” and each a “Seller’s Released Party”), from any and all claims, obligations and liabilities of every kind and nature whatsoever which now exist Claims that such Seller (or heretofore its Affiliates) has or may have existed in favor of Buyer against any of the Seller’s Company Released Parties which relate for any matter, transaction, act or omission arising under or in connection with any way of the Company Released Parties, known or unknown, during the period prior to and including the Agreement Closing Date, other than obligations or Claims arising under or in connection with this Agreement, the Voluntary Commitment Agreement transactions contemplated hereby and any other agreements between Sellers or which arise out of their Affiliates and the Company Entities or have been or could have been asserted with respect to their Affiliates that survive the matters addressed in the Agreement or the Voluntary Commitment AgreementClosing. (b) Effective upon satisfaction as of the Termination ConditionsClosing, Seller releases the Company Entities and discharges absolutely Buyer (on behalf of itself and their Affiliates) hereby release, acquit, and forever Buyer discharge each Seller, its Affiliates (other than the Company Entities) and its present their respective successors and former parentsassigns, subsidiariesdirectors, affiliates, divisionsofficers, members, shareholders, employees, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants representatives (collectively, the “Buyer’s Seller Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist Claims that the Company Entities (or heretofore Buyer has) have existed in favor of Seller or may have against any of the Buyer’s Seller Released Parties which relate for any matter, transaction, act or omission arising under or in connection with any way of the Seller Released Parties, known or unknown, during the period prior to and including the Agreement Closing Date, other than obligations or Claims arising under or in connection with this Agreement, the Voluntary Commitment Agreement transactions contemplated hereby and any other agreements between Sellers or which arise out of their Affiliates and the Company Entities or have been or could have been asserted with respect to their Affiliates that survive the Agreement or the Voluntary Commitment AgreementClosing. (c) As used The Parties agree that the limits imposed on each Party’s remedies with respect to this Agreement and the transactions contemplated hereby were specifically bargained for between sophisticated parties and were specifically taken into account in paragraphs (a) the determination of the amount to be paid to Sellers hereunder. Each Party acknowledges that the Laws of many states provide substantially the following: “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.” Each Party acknowledges that such provisions are designed to protect a party from waiving claims which it does not know exist or may exist. Nonetheless, each Party agrees that, effective as of the Closing, such Party shall be deemed to waive any such provision and (b), acknowledges that such Party may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the term “claims, obligations and liabilities” includessubject matter of the claims released pursuant to this Section 7.05, but is not limited tothat it intends to and, (i) by operation of this Agreement shall have, fully, finally and forever waived and released any and all claims of any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way thereunder without regard to the Agreement subsequent discovery of existence of such different or the Voluntary Commitment Agreement, andadditional facts.

Mutual Release. (a) Effective upon satisfaction In partial consideration of the Termination Conditionsconsummation of the transactions set forth herein, Buyer Seller, for itself and its successors, assigns, agents and affiliates (collectively, including Seller, the "Seller Releasers"), hereby forever fully, irrevocably and unconditionally releases and discharges absolutely and forever Seller the Company and its present and former parents, subsidiaries, affiliates, divisionssubsidiaries (direct and indirect), stockholders, membersdirectors, officers, partners, predecessorsmembers, successorsemployees, agents, directors, sureties, officers, employees, representatives, attorneys lenders (and accountants agents related thereto) and representatives (collectivelyrespectively, the “Seller’s "Company Released Parties,” and each a “Seller’s Released Party”), ") from any and all actions, suits, claims, demands, debts, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, promises, judgments, liabilities or obligations of any kind whatsoever in law or equity and liabilities causes of action of every kind and nature whatsoever which now exist nature, or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise otherwise (including claims for damages, costs, expenses, and attorneys', brokers' and accountants' fees and expenses) arising out of or have been or could have been asserted with respect related to Seller's ownership of the matters addressed in Shares, the Agreement repurchase of the Shares hereunder, the Customer Accounts, any accounts receivable relating to such Customer Accounts, or the Voluntary Commitment PERS Agreement. , which the Seller Releasers (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of them) can, shall or may have against the Buyer’s Company Released Parties which relate in (or any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (bthem), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kind, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated or unanticipatedand that now exist, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims other than a claim for breach of this Agreement (collectively, "Seller Released Claims"). Each of the covenant of good faith and fair dealingSeller Releasers hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, interference with contract, interference with prospective business advantage, negligenceaction, or foreclosureproceeding of any kind, in any court or before any tribunal, against any Company Released Party based upon any Seller Released Claim. Seller, on behalf of itself and each of the Seller Releasers, hereby acknowledges that such person has been advised by legal counsel and waives and relinquishes all rights and benefits under any statute or regulation that states, in substance: "A general release does not extend to claims that the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known to him must have materially affected his settlement with the debtor." Seller, on behalf of itself and each of the Seller Releasers, acknowledges that such person may have sustained damage, loss, cost or expense that is presently unknown or unsuspected, and that such damage, loss, cost or expense as may have been sustained may give rise to additional damage, loss, cost or expense in the future. Nevertheless, Seller, on behalf of itself and each of the Seller Releasers, acknowledges that this Section 1.4(a) has been negotiated and agreed upon in light of this situation and expressly waives any and all rights which such person may have under any such applicable state or federal statute or common law principle relating to the release of claims. 4820-4970-2750.11 (b) In partial consideration of the consummation of the transactions set forth herein, the Company, for itself and its successors, assigns, agents and affiliates (collectively, including the Company, the "Company Releasers"), hereby forever fully, irrevocably and unconditionally releases and discharges Seller and its affiliates, subsidiaries (direct and indirect), stockholders, directors, officers, partners, members, employees, agents, lenders (and agents related thereto) and representatives (respectively, the "Seller Released Parties") from any and all actions, suits, claims, demands, debts, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, promises, judgments, liabilities or obligations of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including claims for damages, costs, expenses, and attorneys', brokers' and accountants' fees and expenses) arising out of or related to Seller's ownership of the Shares, the repurchase of the Shares hereunder, the Customer Accounts, any violation accounts receivable relating to such Customer Accounts, or the PERS Agreement, which the Company Releasers (or any of them) can, shall or may have against the Seller Released Parties (or any of them), whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated and that now exist, other than a claim for breach of this Agreement (collectively, "Company Released Claims"). Each of the Company Releasers hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any statutekind, ordinancein any court or before any tribunal, against any Seller Released Party based upon any Company Released Claim. The Company, on behalf of itself and each of the Company Releasers, hereby acknowledges that such person has been advised by legal counsel and waives and relinquishes all rights and benefits under any statute or regulation that states, in substance: "A general release does not extend to claims that the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known to him must have materially affected his settlement with the debtor." The Company, on behalf of itself and each of the Company Releasers, acknowledges that such person may have sustained damage, loss, cost or expense that is presently unknown or unsuspected, and that such damage, loss, cost or expense as may have been sustained may give rise to additional damage, loss, cost or expense in the future. Nevertheless, the Company, on behalf of itself and each of the Company Releasers, acknowledges that this Section 1.4(b) has been negotiated and agreed upon in light of this situation and expressly waives any and all rights which such person may have under any such applicable state or federal statute or common law principle relating in any way to the Agreement or the Voluntary Commitment Agreement, andrelease of claims.

Mutual Release. (a) Effective upon satisfaction Except for the obligations imposed by this Settlement Agreement, ▇▇▇▇, on behalf of the Termination Conditionshimself, Buyer releases and discharges absolutely and forever Seller and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successorshis employees, agents, directorsauthorized representatives, suretiesand assigns, hereby releases Image, its predecessors-in-interest, successors-in-interest, officers, directors, shareholders, employees, agents, authorized representatives, attorneys and accountants (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released Party”), assigns from any and all claims, obligations claims and liabilities of every kind and nature whatsoever demands which now exist or heretofore have existed in favor of Buyer he has against any of the Seller’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims them of any kindkind whatsoever, whether known or unknown, anticipated which he asserted or unanticipatedcould have asserted, past including but not limited to those claims arising out of or presentrelating to the Employment Agreement, contingent the Employment, the Termination, the Arbitration, any claims which could have been raised therein or fixedin connection therewith.. Except for the obligations imposed by this Settlement Agreement, direct or indirectImage, secured or unsecuredon behalf of itself and its predecessors-in-interest, (ii) successors-in-interest, officers, directors, shareholders, employees, agents, authorized representatives, and assigns, hereby releases ▇▇▇▇, and his spouse, employees, agents, authorized representatives, attorneys and assigns from any and all claims for alleged breach and demands which it has against them arising out of contractor relating to the Employment Agreement, fraudthe Employment, indemnificationthe Termination, goods the Arbitration, any claims which could have been raised therein or services had in connection therewith, and receivedany other matter whatsoever, whether liquidated or contingent, certain or uncertain, known or unknown. It is the intention of the Parties hereto in executing this instrument that it shall be effective as a full and final accord, satisfaction and release of all matters. The Parties acknowledge that they are aware that they might hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of this instrument, but that it is their intention hereby, fully, finally and forever to settle and release each other from any and all disputes and differences, known and unknown, suspected and unsuspected, which do now exist, may exist, or open accountheretofore have existed between the Parties, (iii) all claims for breach and that in furtherance of such intention, the covenant of good faith releases herein given shall be and fair dealingremain in effect as full and complete general releases, interference with contract, interference with prospective business advantage, negligence, notwithstanding the discovery or foreclosure, or for any violation existence of any statutesuch additional or different facts. The Parties each acknowledge that he/it is familiar with the terms of California Civil Code Section 1542, ordinancewhich reads: “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 regulation relating in her must have materially affected his or her settlement with the debtor.” All Parties hereto, and each of them, hereby waive the provisions of Section 1542 and release and relinquish any way rights they may have under that section or any similar law and the application of said Section or law to any future disputes with respect to the Agreement or Released Matters. All Parties acknowledge that before executing this waiver they were fully advised by legal counsel about the Voluntary Commitment Agreementeffects of waiving the provisions of, andand their rights under, Civil Code Section 1542.

Mutual Release. (a) Effective upon satisfaction of If and only if the Termination ConditionsClosing occurs, Buyer the Seller, for itself, its Affiliates and its successors and assigns, and their respective Affiliates (collectively, the “Seller Releasors”), hereby forever fully and irrevocably releases and discharges absolutely Amedisys, the Buyer and forever Seller the Acquired Companies, and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, each of their respective predecessors, successors, agentsdirect or indirect Subsidiaries and past and present equityholders, managers, directors, sureties, officers, employees, representativesagents, attorneys and accountants other Representatives (collectively, the “Seller’s Buyer Released Parties,” and each a “Seller’s Released Party”), ) from any and all actions, suits, claims, obligations demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in Law or equity and liabilities causes of action of every kind and nature whatsoever which now exist nature, or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’, and accountants fees and expenses) arising out of or have been related to events, facts, conditions or could have been asserted with respect circumstances existing or arising prior to the matters addressed in Closing Date, which the Agreement Seller Releasors can, will or may have against the Voluntary Commitment Agreement. (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kind, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Seller Released Claims”), and hereby irrevocably agree to refrain from directly or unanticipatedindirectly asserting any claim or demand or commencing (or causing to be commenced) any Proceeding of any kind, past in any court or presentbefore any tribunal, contingent or fixedagainst any Buyer Released Party based upon any Seller Released Claim. (b) If and only if the Closing occurs, each of the Acquired Companies and the Buyer for itself, its Affiliates and its successors and assigns, their respective Affiliates (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Seller and each of its predecessors, successors, direct or indirectindirect Subsidiaries and past and present equityholders, secured managers, directors, officers, employees, agents, and other Representatives (collectively, the “Seller Released Parties”) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or unsecuredliabilities of any kind whatsoever in Law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’, and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising after the Closing Date, which the Buyer Releasors can, will or may have against the Seller Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Buyer Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any Proceeding of any kind, in any court or before any tribunal, against any Seller Released Party based upon any Buyer Released Claim. (c) Notwithstanding anything to the contrary in this Section 7.06, neither the “Buyer Released Claims” nor the “Seller Released Claims” will include, and the provisions of this Section 7.06 will not release or otherwise diminish, (i) the obligations of any Party set forth in or arising under any provisions of this Agreement or any Related Agreement, or (ii) all any claims for alleged breach of contract, fraud, indemnification, goods or services had and receivedFraud, or open account, (iii) all any claims for breach against an insurer pursuant to any insurance coverages of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement Buyer Releasors or the Voluntary Commitment AgreementSeller Releasors, andas applicable.

Mutual Release. (a) Effective upon satisfaction the Effective Time, except with respect to a claim pursuant to the Business Combination Agreement or any of the Termination ConditionsAncillary Documents to which he, Buyer she or it is a party, in each case, on the terms and subject to the conditions therein (and, for the avoidance of doubt, to the extent permitted pursuant to the express terms thereof), the Stockholder, on behalf of himself, herself or itself and his, her or its past, present and future Representatives and any successors, heirs and assigns, including any receiver, any assignee for the benefit of creditors or any trustee under the United States Bankruptcy Code, of any of the foregoing Persons (each, a “Stockholder Releasor”), hereby unconditionally and irrevocably waives, releases and forever discharges absolutely Tailwind, Merger Sub, the Company, and forever Seller the Company Stockholder Representative and its each of their past, present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agents, future directors, sureties, officers, employees, representativesagents, attorneys predecessors, equityholders, partners, insurers and accountants Affiliates and any other Representative of any of the foregoing Persons and any successors, heirs and assigns, including any receiver, any assignee for the benefit of creditors or any trustee under the United States Bankruptcy Code, of any of the foregoing Persons (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released PartyReleasees”), ) from any and all Liabilities and claims of any kind or nature whatsoever (collectively, “Claims”), in each case whether at law, in equity or otherwise, absolute or contingent, liquidated or unliquidated, known or unknown, arising from any matter, cause or event occurring prior to the Effective Time, that a Stockholder Releasor presently has, has ever had or may have, in each case, to the extent resulting from such Stockholder’s capacity as the direct or indirect holder of any Equity Securities in the Company prior to the Effective Time, and such Stockholder shall not seek to recover any amounts in connection therewith or thereunder from any Releasee. The Stockholder, on behalf of himself, herself or itself and the Stockholder Releasors, understands that, if the Effective Time occurs, the release of all claims, obligations demands, causes of action and liabilities Liabilities to the extent covered by the release contemplated by this Section 10(a) is a full and final release of every kind and nature whatsoever which now exist all such matters, whether or heretofore not known, suspected or claimed, through the Effective Time that could have existed been asserted in favor of Buyer any legal or equitable proceeding against any of the Seller’s Released Parties which relate Releasees, except as expressly set forth in any way this Section 10. Notwithstanding anything else to the contrary contained in this Agreement, this release shall not, if it becomes effective at the Effective Time, release (i) any right, title and interest the Stockholder expressly has pursuant to the terms, and subject to the conditions, of this Agreement, the Business Combination Agreement or any Ancillary Document to which the Voluntary Commitment Stockholder is a party (it being understood and agreed that this clause (i) shall not be construed as providing for or otherwise allowing the Stockholder to make any claim hereunder, under the Business Combination Agreement or under any Ancillary Document to which arise out of the Stockholder is a party (or have been or could have been asserted with respect otherwise related to the matters addressed transactions contemplated hereby or thereby) that are not provided for pursuant to the express terms hereof or thereof), (ii) any rights to indemnification or expense advancement pursuant to any statute or governing document of any Group Company, if applicable, or any applicable insurance policy of any Group Company, or any indemnification agreement that is not terminated as of the Closing, (iii) any rights to receive compensation (including wages, salaries and bonuses) and benefits or reimbursement of expenses to which the Stockholder is entitled and that have accrued in respect of any employment with any Group Company or (iv) any rights as an employee, customer or licensor of any Group Company pursuant to any Contract with any Group Company (collectively, the Agreement or the Voluntary Commitment Agreement“Stockholder Non-Released Matters”). (b) Effective upon satisfaction the Effective Time, except with respect to a claim pursuant to the Business Combination Agreement or any of the Termination ConditionsAncillary Documents to which the Company, Seller Tailwind or any other Releasor is a party, in each case, on the terms and subject to the conditions therein, each of Tailwind and the Company, on behalf of itself and its past, present and future Representatives and any successors, heirs and assigns, including any receiver, any assignee for the benefit of creditors or any trustee under the United States Bankruptcy Code, of any of the foregoing Persons (each, a “Releasor”), hereby unconditionally and irrevocably waives, releases and forever discharges absolutely and forever Buyer the Stockholder and its past, present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, future directors, sureties, officers, employees, representativesagents, attorneys predecessors, equityholders, partners, insurers and accountants Affiliates and any other Representative of any of the foregoing Persons and any successors, heirs and assigns, including any receiver, any assignee for the benefit of creditors or any trustee under the United States Bankruptcy Code, of any of the foregoing Persons (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released PartyStockholder Releasees”), ) from any and all Claims, in each case whether at law, in equity or otherwise, absolute or contingent, liquidated or unliquidated, known or unknown, arising from any matter, cause or event occurring prior to the Effective Time, that a Releasor presently has, has ever had or may have, in each case, to the extent resulting from such Stockholder’s capacity as the direct or indirect holder of any Equity Securities in the Company prior to the Effective Time, and such Releasor shall not seek to recover any amounts in connection therewith or thereunder from any Stockholder Releasee. The Company and Tailwind, on behalf of themselves and the Releasors, understands that, if the Effective Time occurs, the release of all claims, obligations demands, causes of action and liabilities Liabilities to the extent covered by the release contemplated by this Section 10(b) is a full and final release of every kind whatsoever which now exist all such matters, whether or heretofore not known, suspected or claimed, through the Effective Time that could have existed been asserted in favor of Seller any legal or equitable proceeding against any of the Buyer’s Released Parties which relate Releasees, except as expressly set forth in any way this Section 10. Notwithstanding anything else to the contrary contained in this Agreement, this release shall not, if it becomes effective at the Effective Time, release any right, title and interest any Releasor expressly has pursuant to the terms, and subject to the conditions, of this Agreement, the Business Combination Agreement or any Ancillary Document to which the Voluntary Commitment Company, Tailwind or any other Releasor is a party (it being understood and agreed that this clause shall not be construed as providing for or otherwise allowing any Releasor to make any claim hereunder, under the Business Combination Agreement or under any Ancillary Document to which arise out of the Company, Tailwind or have been any other Releasor is a party (or could have been asserted with respect otherwise related to the Agreement transactions contemplated hereby or thereby) that are not provided for pursuant to the Voluntary Commitment Agreementexpress terms hereof or thereof). (c) As used in paragraphs Each of the Stockholder, the Company and Tailwind acknowledges that he, she or it has been advised of the provisions of Section 1542 of the Civil Code of the State of California (a) and (b“Section 1542”), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment Agreement, andwhich provides as follows:

Mutual Release. (a) Effective upon Upon satisfaction of the Termination ConditionsRelease Conditions (but -------------- not before then), Buyer the releases set forth in this Section 2.(b) shall become effective. Each of the Wyndham Parties hereby releases and forever discharges absolutely and forever Seller and its present and former parentseach of Homegate, VPS, Prime, their respective parent companies, successors, predecessors, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agents, and affiliates and each of such party's directors, sureties, officers, employees, representativespartners, agents, and attorneys and accountants (collectively, the “Seller’s "HOMEGATE RELEASED PARTIES") from all Claims (defined below) it may have against -------------------------- all or any of the Homegate Released Parties,” . Each of the Prime Parties and each a “Seller’s of the Homegate Parties hereby releases and forever discharges each of the Wyndham Parties, their parent companies, successors, predecessors, subsidiaries, and affiliates and each of such party's respective directors, officers, employees, partners, agents, and attorneys (the "WYNDHAM RELEASED PARTIES") from ------------------------ all Claims it may have against all or any of the Wyndham Released Party”Parties. Each of Homegate, VPS, Prime, Manager, WHC and IP hereby releases and forever discharges CHRI and its affiliates and each of such parties' directors, officers, employees, partners, agents, and attorneys (collectively the "CHRI ---- RELEASED PARTIES") from all Claims it may have against all or any of the CHRI ---------------- Released Parties. CHRI hereby releases and forever discharges the Homegate Released Parties and the Wyndham Released Parties from all Claims it may have against all or any of such parties. As used in this Section 2, the term "CLAIMS" means all possible claims, demands, actions, causes of actions, costs, ------- expenses, and liabilities whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, foreseeable or unforeseeable, at law or in equity, relating to or arising out of, in whole or in part, the Proposed Transactions, the failure to consummate such transactions, and/or the Merger based on any event or circumstance existing on or before the date of this Agreement regardless of whether any such Claim arises out of contract, tort, violation of laws, or otherwise including, without limitation, any claim for tortious interference with contract, breach of contract, fraud or breach of fiduciary duty, except as provided in Section 2.(c). Subject to Section 2.(c), from it is the express intention of each releasing party that it absolutely and fully releases any and all claims, obligations causes of action, and liabilities of every kind any nature whatsoever, it may or might now have against the parties being released by such party relating to the Proposed Transactions, the failure to consummate such transactions, and/or the Merger based on any event or circumstances existing on or before the date hereof to the maximum extent permitted by law, even if same are wholly unknown, unsuspected or unanticipated, intending hereby to conclude a full and nature whatsoever which now exist or heretofore have existed in favor of Buyer against any complete mutual release as to all such matters. Each of the Seller’s Released Parties which relate in any way parties hereto represents and warrants to the Agreement other that it is the current legal and beneficial owner of all Claims released by it hereunder and it has not assigned, pledged, or the Voluntary Commitment Agreement contracted to assign or which arise out of or have been or could have been asserted pledge any such Claim to any other person. If any party being released hereunder is not a party hereto, then it shall be a third party beneficiary hereof with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreementsuch release. (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment Agreement, and

Mutual Release. Effective immediately subsequent to the Closing, and subject to and in consideration of Buyer’s payment of the Purchaser Price to Seller and Note Holder and the effective transfer of the Company Shares and Intercompany Debt by Seller and Note Holder, respectively, to Buyer: (a) Effective upon satisfaction Each of the Termination Conditions, Buyer Seller and Note Holder hereby releases and forever discharges absolutely the Acquired Companies and forever Seller their respective individual, joint or mutual, past and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys agents or directors (individually a “Company Releasee” and accountants (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released PartyCompany Releasees”), ) from any and all claims, obligations causes of action, demands, suits, debts, obligations, liabilities, damages, losses, costs, and liabilities expenses (including attorneys' fees) of every kind and or nature whatsoever whatsoever, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent (collectively, “Claims”), which Seller or Note Holder now exist has, has ever had or heretofore may hereafter have existed in favor or discover against the respective Company Releasees arising contemporaneously with or prior to the Closing or on account of or arising out of any matter, cause or event on or prior to the Closing; provided, however, that nothing contained herein shall operate to release any obligation of (i) Buyer against or Buyer Guarantor arising under this Agreement or (ii) the Acquired Companies under any Contracts related to the operation of the Seller’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed Business in the Agreement Ordinary Course between any Acquired Company, on the one hand, and Seller, Note Holder or any Affiliate of Seller or Note Holder on the Voluntary Commitment Agreementother hand. (b) Effective upon satisfaction Buyer does hereby on behalf of the Termination Conditionseach Acquired Company, Seller releases and discharges absolutely shall cause each Acquired Company to, release and forever Buyer discharges Seller and its Note Holder and their respective individual, joint or mutual, past and present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys agents or directors (individually a “Seller Releasee” and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released PartySeller Releasees”), ) from any and all claimsClaims, obligations and liabilities of every kind whatsoever which such Acquired Company now exist has, has ever had or heretofore may hereafter have existed in favor of or discover against the respective Seller against any of the Buyer’s Released Parties which relate in any way Releasees arising contemporaneously with or prior to the Agreement Closing or the Voluntary Commitment Agreement on account of or which arise arising out of any matter, cause or have been event on or could have been asserted with respect prior to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b)Closing; provided, the term “claimshowever, obligations and liabilities” includes, but is not limited to, that nothing contained herein shall operate to release any obligation of (i) all claims of any kindSeller, whether known Note Holder or unknown, anticipated Seller Guarantor arising under this Agreement or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach Seller, Note Holder or any Affiliate of contract, fraud, indemnification, goods Seller or services had and received, or open account, (iii) all claims for breach Note Holder under any Contracts related to the operation of the covenant Business in the Ordinary Course between any Acquired Company, on the one hand, and Seller, Note Holder or any Affiliate of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, Seller or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to Note Holder on the Agreement or the Voluntary Commitment Agreement, andother hand.

Mutual Release. (a) Effective upon satisfaction the Closing, each Seller, on its own behalf, and on behalf of its post-Closing Affiliates, hereby knowingly and voluntarily irrevocably waives, releases, and forever discharges, to the fullest extent permitted by applicable Law, each of the Termination ConditionsAcquired Entities from and against any and all rights, Buyer releases claims, defenses, affirmative defenses, setoffs, counterclaims, demands, Liabilities, and discharges absolutely actions and forever causes of action of whatever kind or nature, whether known or unknown, which such Seller and or its present and former parentspost-Closing Affiliates may have or assert now or in the future, subsidiariesagainst the Acquired Entities or any of their respective officers, affiliatesdirectors, divisionsmanagers, stockholderspartners, members, partnersother equityholders, predecessors, successorsemployees, agents, directorscounsel, suretiesaccountants, officersfinancial advisors, employeesengineers, representativesconsultants, attorneys other advisors and accountants (collectively, the “Seller’s Released Parties,” successors and each a “Seller’s Released Party”), from any and all claims, obligations and liabilities assigns of every kind and nature whatsoever which now exist or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way foregoing, whether known or unknown, to the extent relating to any facts, conditions, transactions, events or circumstances prior to Closing, in each case, except in the event of Fraud of Buyer or Buyer Parent; provided that nothing contained in this Section 7.8(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party hereto to the extent arising under this Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment AgreementTransaction Documents. (b) Effective upon satisfaction the Closing, each Acquired Entity, on its own behalf, and on behalf of the Termination Conditionsits post-Closing Affiliates, Seller releases hereby knowingly and discharges absolutely voluntarily irrevocably waives, releases, and forever Buyer discharges, to the fullest extent permitted by applicable Law, each Seller and its present post-Closing Affiliates from and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from against any and all rights, claims, obligations defenses, affirmative defenses, setoffs, counterclaims, demands, Liabilities, and liabilities actions and causes of every action of whatever kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kindnature, whether known or unknown, anticipated which any such Acquired Entity or unanticipatedits post-Closing Affiliate may have or assert now or in the future, past against the Acquired Entities or presentany of their respective officers, contingent directors, managers, partners, members, other equityholders, employees, agents, counsel, accountants, financial advisors, engineers, consultants, other advisors and successors and assigns of any of the foregoing whether known or fixedunknown, direct to the extent relating to any facts, conditions, transactions, events or indirectcircumstances prior to Closing, secured in each case, except in the event of Fraud of Sellers; provided that nothing contained in this Section 7.8(b) shall release, waive, relinquish, discharge or unsecured, otherwise affect (i) the rights or obligations of any party to the extent arising or under this Agreement or the Transaction Documents or (ii) all claims for alleged breach actions and causes of contractaction which any such Acquired Entity or its post-Closing Affiliate may have against any employees, fraudcounsel, indemnificationaccountants, goods or services had engineers and received, or open account, (iii) all claims for breach consultants of the covenant of good faith Company Group and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation successors and assigns of any statuteof the foregoing, ordinancein each case, or regulation relating in any way to the Agreement extent relating to such Persons’ actual intentional fraud or embezzlement of funds against any of the Voluntary Commitment Agreement, andAcquired Entities prior to Closing.

Mutual Release. (a) Effective upon satisfaction of the Termination ConditionsAs a material inducement to Michaels to enter into this Agreement, Buyer releases Employee hereby irrevocably and discharges absolutely unconditionally releases, acquits, and forever Seller discharges Michaels and its each of Michaels’ present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, assigns, agents, directors, sureties, officers, employees, representatives, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such divisions, subsidiaries and accountants affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released PartyReleasees”), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including without limitation attorney’s fees and costs actually incurred), of any nature whatsoever (other than liabilities, claims, obligations and liabilities of every kind and nature whatsoever other rights arising solely under this Agreement or incurred prior to the Termination Date hereof under Michaels’ Employee 401(k) Plan or Michaels’ Deferred Compensation Plan), known or unknown (“Claim” or “Claims”), which Employee now exist has, owns, or holds, or claims to have, own, or hold, or which Employee at any time heretofore have existed in favor of Buyer had, owned, or held, or claimed to have, own, or hold, against each or any of the SellerReleasees, which are (a) related to Employee’s Released Parties which relate in employment with Michaels or any way to the Agreement subsidiary or the Voluntary Commitment Agreement or which arise out affiliate of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. Michaels; (b) Effective upon satisfaction related to the termination of Employee’s employment with Michaels or any subsidiary or affiliate of Michaels, or (c) claims of age discrimination under the Termination ConditionsAge Discrimination in Employment Act of 1967, Seller releases as amended (the “ADEA”). Employee understands and discharges absolutely acknowledges that this Agreement does not waive rights or claims under the ADEA or comparable state law that may arise after the date this Agreement is executed and does not waive his right to challenge this Agreement’s waiver of ADEA claims under the Older Workers Benefit Protection Act. Employee represents and warrants to Michaels that Employee has not heretofore assigned or transferred, or purported to assign or transfer, to any person or entity, any Claim or any portion thereof or interest therein. As a material inducement to Employee to enter into this Agreement, Michaels hereby irrevocably and unconditionally releases, acquits, and forever Buyer discharges Employee and its present and former parentseach of Employee’s heirs, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successorsassigns, agents, directorsrepresentatives and attorneys, suretiesand all persons acting by, officersthrough, employees, representatives, attorneys and accountants under or in concert with any of them (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released PartyEmployee Releasees”), or any of them, from any and all claimsClaims (other than Claims arising solely under this Agreement or from any fraud or criminal misconduct by Employee), obligations and liabilities of every kind whatsoever which Michaels now exist has, owns, or holds, or claims to have, own, or hold, or which Michaels at any time heretofore have existed in favor of Seller had, owned, or held, or claimed to have, own, or hold, against each or any of the Buyer’s Released Parties which relate in any way Employee Releasees arising by or before the date this Agreement is executed by Employee. Michaels represents and warrants to the Agreement Employee that Michaels has not heretofore assigned or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and receivedtransferred, or open accountpurported to assign or transfer, (iii) all claims for breach of the covenant of good faith and fair dealingto any person or entity, interference with contract, interference with prospective business advantage, negligence, any Claim or foreclosure, any portion thereof or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment Agreement, andinterest therein.

Mutual Release. In consideration for covenants and agreements herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the following releases (a) Effective upon satisfaction of the Termination Conditions, Buyer “Releases”): 3.1 ▇▇▇▇▇▇ hereby releases and forever discharges absolutely RTD, and forever Seller and each of its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partnerssuccessors, predecessors, successorstrustees, assigns, investors, past, present or future employees, officers, directors, shareholders, representatives, agents, directorsinsurers, suretiesattorneys, officersand any and all other persons, employees, representatives, attorneys entities and accountants agencies operating on its behalf (collectively, the “Seller’s RTD Released Parties,” and each a “Seller’s Released Party”), ) from any and all claims, obligations causes of action, damages, losses, expenses, compensation, reimbursements, liabilities, costs, suits, debts and liabilities other claims of every any kind and nature whatsoever which now exist that have accrued before the execution of this Agreement, whether known or heretofore unknown, whether liquidated or unliquidated, whether matured or unmatured, whether individual or joint, whether asserted or not, whether in law, equity or otherwise that she may have existed in favor of Buyer against any of the Seller’s RTD Released Parties which relate in any way related to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment AgreementLitigation. (b) Effective upon satisfaction 3.2 RTD, on behalf of the Termination Conditionsitself, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partnerssuccessors, predecessors, successorstrustees, assigns, investors, past, present or future employees, officers, directors, shareholders, representatives, agents, directorsinsurers, suretiesattorneys, officersand any and all other persons, employeesentities and agencies operating on its behalf, representatives, attorneys hereby releases and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), forever discharges ▇▇▇▇▇▇ from any and all claims, obligations causes of action, damages, losses, expenses, compensation, reimbursements, liabilities, costs, suits, debts and liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all other claims of any kindkind whatsoever, whether known or unknown, anticipated whether liquidated or unanticipatedunliquidated, past whether matured or presentunmatured, contingent whether individual or fixedjoint, direct whether asserted or indirectnot, secured whether in law, equity or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way otherwise that they may have against ▇▇▇▇▇▇ related to the Agreement Litigation. 3.3 The Parties understand and acknowledge that, for purposes of this Release and as used herein, the term “claims” includes, without limitation, all claims, actions, causes of action, demands, compensation, reimbursement, and damages including, without limitation, nominal, actual and compensatory damages, punitive or the Voluntary Commitment Agreementexemplary damages, andall tort claims and damages, contractual claims and damages, statutory claims, penalties, costs, expenses, attorneys’ fees, and interest.

Mutual Release. (a) Effective upon satisfaction Piedmont, on behalf of the Termination Conditions, Buyer releases itself and discharges absolutely and forever Seller and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants each of Piedmont’s Related Parties (collectively, the “SellerPiedmont Releasing Parties”) hereby voluntarily and unconditionally release and forever discharge GNGC and each of GNGC’s Related Parties (collectively, the “GNGC Released Parties,” and each a “Seller’s Released Party”), ) from any and all claims, obligations and demands, rights, actions, causes of action, damages, obligations, liabilities or injuries of every any kind and or nature whatsoever which now exist whether arising under law or heretofore have existed in favor of Buyer against equity, whether known or unknown, whether asserted or unasserted, whether fixed or contingent, that any of the Seller’s Piedmont Releasing Parties have or may have, now or in the future, that arise out of, relate to, or result from the LLC Agreement occurring from the beginning of time to the Closing Date, including any act or omission of the GNGC Released Parties which relate in any way to the extent relating to or arising under the LLC Agreement (the “Piedmont Released Claims”); provided, however, that the Piedmont Released Claims shall not include any claims arising out of (a) this Agreement or (b) the Voluntary Commitment portions of the LLC Agreement that, by the terms of the LLC Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment this Agreement, survive Closing. (b) Effective upon satisfaction GNGC, on behalf of the Termination Conditions, Seller releases itself and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants each of GNGC’s Related Parties (collectively, the “BuyerGNGC Releasing Parties”) hereby voluntarily and unconditionally release and forever discharge Piedmont and each of Piedmont’s Related Parties (collectively, the “Piedmont Released Parties” and each a “Buyer’s Released Party”), ) from any and all claims, obligations and demands, rights, actions, causes of action, damages, obligations, liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims injuries of any kindkind or nature whether arising under law or equity, whether known or unknown, anticipated whether asserted or unanticipatedunasserted, past whether fixed or presentcontingent, contingent that any of the GNGC Releasing Parties have or fixedmay have, direct now or indirectin the future, secured or unsecuredthat arise out of, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and receivedrelate to, or open accountresult from the LLC Agreement occurring from the beginning of time to the Closing Date, (iii) all claims for breach including any act or omission of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way Piedmont Released Parties to the extent relating to or arising under the LLC Agreement (the “GNGC Released Claims”); provided, however, that the GNGC Released Claims shall not include any claims arising out of (a) this Agreement or (b) the Voluntary Commitment portions of the LLC Agreement that, by the terms of the LLC Agreement or this Agreement, andsurvive Closing. (c) For purposes of this Agreement, “Related Parties” means a Person’s past and present Affiliates, parent, members, managers, officers, directors, stockholders, partners, agents, employees, accountants, attorneys, representatives, personal representatives, estates, administrators, heirs, executors, trustees, predecessors, successor and assigns.

Mutual Release. (a) Effective upon satisfaction of the Termination Conditions, Buyer Subtenant hereby releases and forever discharges absolutely and forever Seller Sublandlord and its present and former parentstrustees, officers, directors, shareholders, agents, representatives, employees, members, managers, partners, attorneys, affiliates, subsidiaries, affiliatesparent, divisionsassigns and beneficiaries, stockholdersas of the Effective Date, membersof and from all debts, partnersdemands, predecessorsactions, successorscauses of action, agentssuits, directorsaccounts, suretiescovenants, officerscontracts, employeesagreements, representatives, attorneys damages and accountants (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released Party”), from any and all claims, obligations demands and liabilities whatsoever of every kind name and nature whatsoever nature, both at law and in equity, which Subtenant ever had, now exist has or heretofore have existed in favor of Buyer against any of ever had regarding the Seller’s Released Parties which relate in any way to the Agreement Sublease or the Voluntary Commitment Agreement or which arise out Subleased Premises except for (a) breaches of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment this Agreement. , (b) Effective upon satisfaction the obligations expressly stated to survive the termination of the Sublease and (c) the claims for which Sublandlord is obligated to indemnify Subtenant pursuant to the Sublease. Subject to Subtenant vacating and surrendering the Subleased Premises in the condition required in this Agreement and making the Termination ConditionsPayment and, Seller if applicable, the Contingent Consideration, Sublandlord hereby releases and forever discharges absolutely and forever Buyer Subtenant and its present and former parentstrustees, subsidiariesofficers, affiliatesdirectors, divisionsshareholders, agents, representatives, employees, members, managers, stockholders, partners, predecessorsattorneys, successorsaffiliates, agentssubsidiaries, directorsparent, suretiesassigns and beneficiaries, officersas of the Effective Date, employeesof and from all debts, representativesdemands, attorneys actions, causes of action, suits, accounts, covenants, contracts, agreements, damages and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations demands and liabilities whatsoever of every kind whatsoever name and nature, both at law and in equity, which Sublandlord now exist has or heretofore have existed in favor of Seller against any of ever had regarding the Buyer’s Released Parties which relate in any way to the Agreement Sublease or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b)Subleased Premises, the term “claims, obligations and liabilities” includes, but is not limited to, except for (i) all claims breaches of any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecuredthis Agreement, (ii) all claims for alleged breach the obligations expressly stated to survive the termination of contract, fraud, indemnification, goods or services had the Sublease and received, or open account, (iii) all the claims of third parties for which Subtenant is obligated to indemnify Sublandlord pursuant to the Sublease. This paragraph shall not apply to any claims or actions resulting from a breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment this Agreement, and.

Mutual Release. (a) Effective upon satisfaction of the Termination ConditionsExcept as noted in Section 2 hereof, Buyer Landlord hereby (i) fully and irrevocably releases and forever discharges absolutely Tenant and forever Seller and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agents, directors, sureties, officers, Tenant's employees, representatives, attorneys successors and accountants (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released Party”)assigns, from any and all claims, obligations counterclaims, causes of action, suits, debts, controversies, damages, judgments, executions, claims, demands and liabilities liabilities, of every whatever kind and nature nature, fixed or contingent, known or unknown, arising at law or in equity, which they ever had, now have or hereafter can, shall or may have for, upon or by reason of any matters, cause or thing whatsoever which now exist from the beginning of time to and including the date hereof relating to or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way arising from or in connection with the Expansion Space; and (ii) covenants and agrees not to ▇▇▇, prosecute or cause to be commenced or prosecuted any suit, activity, claim or other procedure based on the foregoing. For purposes of clarification, the parties agree that Landlord does not and has not released Tenant from those indemnity obligations under the Lease which expressly survive Lease termination or from Tenant's obligations to pay additional Rent which accrue prior to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted Effective Date with respect to the matters addressed in the Agreement or the Voluntary Commitment AgreementExpansion Space. (b) Effective upon satisfaction of the Termination Conditions, Seller Tenant hereby (i) fully and irrevocably releases and forever discharges absolutely Landlord and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, Landlord's employees, representatives, attorneys successors and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”)assigns, from any and all claims, obligations and liabilities counterclaims, causes of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b)action, the term “suits, debts, controversies, damages, judgments, executions, claims, obligations demands and liabilities” includes, but is not limited toof whatever kind and nature, (i) all claims of any kindfixed or contingent, whether known or unknown, anticipated arising at law or unanticipatedin equity, past which they ever had, now have or presenthereafter can, contingent shall or fixedmay have for, direct upon or indirectby reason of any matters, secured cause or unsecured, thing whatsoever from the beginning of time to and including the date hereof relating to or in any way arising from or in connection with the Expansion Space; and (ii) all claims for alleged breach of contractcovenants and agrees not to ▇▇▇, fraudprosecute or cause to be commenced or prosecuted any suit, indemnificationactivity, goods claim or services had and received, or open account, (iii) all claims for breach of other procedure based on the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment Agreement, andforegoing.

Mutual Release. (a) Effective upon satisfaction of the Termination ConditionsAll Parties for themselves, Buyer releases and discharges absolutely and forever Seller and its present and former parentstheir officers, subsidiariesdirectors, agents, affiliates, divisionsservants, stockholdersdirectors, managers, members, partners, predecessorsrepresentatives, successors, agentsemployees, assigns and attorneys, to the extent legally allowed, hereby covenant and agree as follows: 2.1 In consideration for the Buyer Amendments and the Company Release (as it relates to the Buyer), and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, and effective as of the Company Release Effective Date (as defined below), the Buyer hereby releases, acquits and forever discharges the Company, and its current, past and future officers, directors, suretiesaffiliates, officersagents, servants, representatives, successors, employees, representatives, attorneys and accountants (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released Party”), from any and all claims, obligations and liabilities of every kind and nature whatsoever which now exist or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisionspartners, members, managersadvisors, stockholdersattorneys, partnersand assigns from all actions, predecessorscauses of action, successorssuits, agentsdebts, directorsdues, suretiessums of money, officersaccounts, employeesreckonings, representativescovenants, attorneys controversies, agreements, promises, variances, trespasses, damages, judgments, claims and accountants demands, whether asserted or unasserted (collectively, the “Buyer’s Released Parties” Causes of Action”) for the Securities Law Issues and each a any other Buyer Causes of Action which the Buyer is aware of as of the date hereof, upon or by reason of any manner, cause, causes or thing whatsoever, in law or equity and all rights, obligations, claims, demands, whether in contract, tort, or state and/or federal securities regulations arising from or relating to the Securities Law Issues or any other Buyer Causes of Action which the Buyer is aware of as of the date hereof (the “Buyer’s Released PartyBuyer Release”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any . 2.2 In consideration of the Buyer’s Released Parties Buyer Release, the Exercise, the Buyer Amendments, and other good and valuable consideration, the receipt and sufficiency of which relate in any way to is hereby acknowledged, and effective as of the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. Buyer Release Effective Date (c) As used in paragraphs (a) and (bas defined below), the term Company hereby releases, acquits and forever discharges the Buyer, and its current, past and future officers, directors, affiliates, agents, servants, representatives, successors, employees, partners, members, advisors, attorneys, and assigns from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, covenants, controversies, agreements, promises, variances, trespasses, damages, judgments, claims and demands, whether asserted or unasserted (collectively, the “Company Causes of Action”) for the Securities Law Issues and any other Company Causes of Action which the Company is aware of as of the date hereof, upon or by reason of any manner, cause, causes or thing whatsoever, in law or equity and all rights, obligations, claims, demands, whether in contract, tort, or state and/or federal securities regulations arising from or relating to the Securities Law Issues or any other Company Causes of Action which the Company is aware of as of the date hereof (the “Company Release”, and collectively with the Buyer Release, the “Releases”). 2.3 Notwithstanding anything to the contrary contained herein, the Company Release shall only become effective upon the latest to occur of the satisfaction in full of all obligations and liabilities” includes, but is not limited to, of the Company (i) all claims to timely deliver Warrant Shares pursuant to the terms of any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, the Series C Warrant Agreements with the reduced exercise price as provided in Section 1.1 hereof; (ii) all claims for alleged breach to make the 8-K Filing (as defined below) disclosing the terms and conditions of contract, fraud, indemnification, goods or services had this Agreement pursuant to Section 8 hereof; and received, or open account, (iii) all claims for breach the filing by the Company of a Prospectus Supplement disclosing the amendments to the terms of the covenant of good faith and fair dealingSeries C Warrants affected by this Agreement (such date, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way the “Company Release Effective Date”). 2.4 Notwithstanding anything to the Agreement or contrary contained herein, the Voluntary Commitment AgreementBuyer Release shall only become effective upon the Company Release Effective Date; provided that the payment by the Buyer of the Aggregate Exercise Consideration as provided in Section 1.2 hereof has been made as of such date (such date, andthe “Buyer Release Effective Date”).