Common use of Mutual Release Clause in Contracts

Mutual Release. The Parties, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debt.

Mutual Release. (a) The PartiesShareholder, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any solely in such capacity as a Shareholder of the foregoingCompany, affiliates hereby releases and assignsdischarges Parent, and its the Company, the Surviving Corporation and their past, present, and future respective officers, directors, shareholdersemployees, interest holders, members, partnersagents, attorneys, agentsrepresentatives, employeessuccessors and assigns (and the respective heirs, managersexecutors, administrators, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future of such officers, directors, shareholders, interest holders, members, partners, attorneysemployees, agents, employees, managers, attorneys and representatives, assigns and successors in interest, ) from any and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rightsdebts, demandssums of money, costscontroversies, lossesagreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which the Shareholder, solely as a result of the Shareholder’s status as a Shareholder of the Company, had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Shareholder may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 or otherwise for breach of the Merger Agreement. (b) Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Company, from any and all claims, actions, causes of action, suits, debts, penaltiessums of money, feescontroversies, wagesagreements, medical costspromises, pain damages, judgments, claims and sufferingdemands whatsoever, mental anguishat law or in equity, emotional distresswhich Parent, expenses the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (including and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Parent may have against the Shareholder for breach of this Agreement. (c) With respect to the release under this Section 5.12, Parent, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys’ fees , representatives, successors and costs actually incurredassigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and punitive damagesthe Shareholder, on behalf of any nature whatsoeverhimself, known herself or unknownitself (as applicable) and the Shareholder’s affiliates, which either Party haseach (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of Section 1542 of the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have hadthereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, against on behalf of itself, the other PartyCompany and the Surviving Corporation and their respective officers, whether directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or not apparent itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and any rights that such party may have under, any statute or yet common law principle of similar effect in any jurisdiction to be discovered, or which may hereafter develop, for any acts or omissions related the extent relating to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debtclaims released by such party under this Section 5.12.

Mutual Release. (a) Each of the TRT Persons, for themselves and the TRT Persons’ Representatives acting on their behalf (each individually, a “Seller Releasing Party”) does hereby expressly, absolutely and forever fully release and discharge Purchaser and each Affiliate, officer, director, stockholder, agent, employee, attorney, assign, predecessor, and successor, past and present, of Purchaser (each individually, a “Purchaser Released Party”) from, and forever fully releases and discharges each Purchaser Released Party of, any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, attorneys’ fees, expenses, suits, losses, and causes of action (“Claims”) of any kind or nature whatsoever (including those arising under contract, statute or common law and whether federal, state, or local in nature), that the Seller Releasing Parties may have had, now have, or may have, whether known or unknown, contingent or absolute, suspected or unsuspected, in each case, arising in respect of or in any way relating to any matters, causes, or things occurring at or prior to the Closing; provided, however, that the foregoing release does not apply to (w) any Claims relating to or arising under, or to enforce, this Agreement, (x) any Claims relating to or arising under, or to enforce, the Survival Provisions, and (y) any Claims that cannot be waived by law. The PartiesClaims released pursuant to this Section 4.3(a) are referred to herein as “Seller Claims.” The TRT Persons, on behalf of themselvesthemselves and the Seller Releasing Parties, their predecessors, successors, direct hereby acknowledges full and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assignscomplete satisfaction of, and irrevocably covenants to refrain from asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Purchaser Released Party based upon any Seller Claim. The TRT Persons represent and warrant to Purchaser that there has been no assignment or other transfer of any interest in any Seller Claim and that it has full power and right to release, waive and agree never to assert the Seller Claims. The release contemplated by this Section 4.3(a) is intended to be as broad as permitted by law with respect to the Claims that are released. (b) Purchaser, for itself and its and their pastAffiliates, present, and future officers, directors, shareholders, interest holders, members, partners, attorneysassigns, agents, employeesand successors, managerspast and present (each individually, representativesa “Purchaser Releasing Party”) does hereby expressly, assigns, absolutely and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby forever fully release and discharge the other PartyTRT Persons and each Affiliate, together with their predecessorsofficer, successorsdirector, direct stockholder, agent, employee, attorney, assign, predecessor, and indirect parent companiessuccessor, direct past and indirect subsidiary companies, companies under common control with any present of the foregoingTRT Persons (each individually, affiliates and assigns and its and their past, presenta “Seller Released Party”) from, and future officersforever fully releases and discharges each Seller Released Party of, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, any and all persons acting by, through, under Claims of any kind or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses nature whatsoever (including attorneys’ fees those arising under contract, statute or common law and costs actually incurredwhether federal, state, or local in nature), and punitive damagesthat the Purchaser Releasing Parties may have had, of any nature whatsoevernow have, or may have whether known or unknown, which either Party hascontingent or absolute, suspected or unsuspected, in each case, arising in respect of or in any way relating to any matters, causes, or may have hadthings occurring at or prior to the Closing; provided, against however, that the other Party, whether or foregoing release does not apparent or yet apply to be discovered, or which may hereafter develop, for (w) any acts or omissions related Claims relating to or arising from the Debt. This Agreement resolves under, or to enforce, this Agreement, (x) any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related Claims relating to or arising under, or to enforce, the Survival Provisions, and (y) any Claims that cannot be waived by law. The Claims released pursuant to this Section 4.3(b) are referred to herein as “Purchaser Claims.” Purchaser, on behalf of itself and the Purchaser Releasing Parties, hereby acknowledges full and complete satisfaction of, and irrevocably covenants to refrain from asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Seller Released Party based upon any Purchaser Claim. Purchaser represents and warrants to TRT that there has been no assignment or other transfer of any interest in any Purchaser Claim and that it has full power and right to release, waive and agree never to assert the DebtPurchaser Claims. The release contemplated by this Section 4.3(b) is intended to be as broad as permitted by law with respect to the Claims that are released. (c) TRT and Purchaser hereby acknowledge and agree that the Seller Released Parties and the Purchaser Released Parties are intended third party beneficiaries of the provisions of this Section 4.3 and may take any and all action to enforce the obligations and agreements of the releasing parties set forth in this Section 4.3.

Mutual Release. The Parties(a) In consideration of the covenants, agreements and undertakings of the parties hereunder, effective upon the Effective Date, each of ▇▇▇▇ Park and ▇▇▇▇▇▇▇▇▇, on behalf of themselvesitself, their its predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates Affiliates and assigns, and its and their past, present, present and future officers, directors, shareholdersstockholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partnersPrincipals, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons Persons acting by, through, under or in concert with them, and each of them (each such party, in such capacity, a “▇▇▇▇▇▇▇▇▇ Releasor”), hereby release and discharge the Company, together with its predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, Affiliates and assigns and its and their past, present and future officers, directors, stockholders, interest holders, Principals, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all Persons acting by, through, under or in concert with them, and each of them (each such party, in such capacity, a “Company Releasee”), from all known and unknown charges, complaints, claims (including, without limitation, any derivative or class action claims), grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), ) and punitive damages, of any nature whatsoever, known or unknown, which either Party such ▇▇▇▇▇▇▇▇▇ Releasor has, or may have had, against the other Partyany Company Releasee, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from (i) the Debt▇▇▇▇ Park Purchase Agreement or (ii) any other actions or omissions of a Company Releasee prior to the date hereof and relating to the Company. Each ▇▇▇▇▇▇▇▇▇ Releasor further agrees that, following the Effective Date, it shall not initiate or participate in any lawsuit or other legal proceeding (including but not limited to any derivative claim or suit or any class action), or to instigate, encourage or assist any third party (including but not limited to forming a “group” with any such third party) or to enter into any discussions or agreements with any third party with respect to any lawsuit or other legal proceeding (including any derivative claim or suit or any class action), related to or arising from (i) the ▇▇▇▇ Park Purchase Agreement or (ii) any other actions or omissions of a Company Releasee prior to the date hereof and relating to the Company. (b) In consideration of the covenants, agreements and undertakings of the parties hereunder, effective upon the Effective Date, the Company, on behalf of itself, its predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, Affiliates and assigns, and its and their past, present and future officers, directors, stockholders, interest holders, Principals, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all Persons acting by, through, under or in concert with them, and each of them (each such party, in such capacity, a “Company Releasor”), hereby release and discharge each of ▇▇▇▇ Park and ▇▇▇▇▇▇▇▇▇, together with its predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, Affiliates and assigns and its and their past, present and future officers, directors, stockholders, interest holders, Principals, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all Persons acting by, through, under or in concert with them, and each of them (each such party, in such capacity, a “▇▇▇▇▇▇▇▇▇ Releasee”), from all known and unknown charges, complaints, claims (including, without limitation, any derivative or class action claims), grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred) and punitive damages, of any nature whatsoever, known or unknown, which either such Company Releasor has, or may have had, against any ▇▇▇▇▇▇▇▇▇ Releasee, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from (i) the ▇▇▇▇ Park Purchase Agreement or (ii) any other actions or omissions of a ▇▇▇▇▇▇▇▇▇ Releasee prior to the date hereof and relating to the Company. (c) This Agreement resolves any claim for relief that is, or could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys attorneys’ fees related to or arising from any of the Debtmatters set forth in Section 10(a) and Section 10(b).

Mutual Release. The PartiesUpon the Closing Date, (a) Seller shall, on behalf of themselves, their itself and each of its predecessors, successors, direct present and indirect parent companiesformer affiliates, direct and indirect subsidiary companiessubsidiaries, companies under common control with any of the foregoingparents, affiliates and assigns, and its and their past, present, and future officers, directors, shareholdersstockholders, interest holderspartners, managers, members, partners, attorneys, agents, employees, managers, representatives, assigns, employees and successors in interest, agents and each and all persons acting byof their respective affiliates and subsidiaries (collectively, through, under, or in concert with them, and each of them, hereby the “Seller Related Parties”) release and forever discharge the other Party, together with their Buyer and its respective predecessors, successors, direct present and indirect parent companiesformer affiliates, direct and indirect subsidiary companiessubsidiaries, companies under common control with any of the foregoingparents, affiliates and assigns and its and their pastassigns, present, and future officers, directors, shareholdersstockholders, interest holderspartners, managers, members, partners, attorneys, agents, employees, managers, representatives, assigns employees and successors in interest, agents and each and all persons acting byof their respective affiliates and subsidiaries (collectively, through, under or in concert with them, the “Buyer Related Parties”) from any and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rightsdebts, dues, sums of money, accounts, reckonings, controversies, agreements, promises, damages, (whether compensatory, punitive, statutory, interest, costs, attorneys’ fees or otherwise), judgments, executions, claims, counterclaims, demands, costsand other forms of liability howsoever denominated, losseswhether at law or in equity, debtswhether based on contract, penaltiestort, feesstatute or otherwise (collectively, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurredthe “Released Claims”), which each and punitive damagesall of the Seller Related Parties now owns or holds, of has at any nature whatsoever, known time heretofore owned or unknown, which either Party has, held or may have hadhereafter own or hold against any one or more of the Buyer Related Parties as a result of, against arising out of or relating in any way to the Company Operating Agreement, the Management Agreement, the Company, the Subsidiaries or the Property and any other Partylease, license, agreement, arrangement or understanding (whether written or not apparent or yet to be discovered, or which may hereafter develop, for otherwise) in any acts or omissions way related to or arising out of the foregoing (collectively, the “Property-Related Obligations”) and (b) Buyer shall, on behalf of itself and its predecessors, successors, present and former affiliates, subsidiaries, parents, assigns, officers, directors, stockholders, partners, managers, members, employees and agents and each and all of their respective affiliates and subsidiaries (collectively, the “Buyer Related Parties”), release and forever discharge each and all of the Seller Related Parties from the DebtReleased Claims which each and all of the Buyer Related Parties now owns or holds, has at any time heretofore owned or held or may hereafter own or hold against any one or more of the Seller Related Parties as a result of, arising out of or relating in any way to the Property-Related Obligations. This Agreement resolves Notwithstanding the foregoing, the term “Released Claims” shall not include any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach claims arising out of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation obligations under this Agreement. The releases described this Section 11 shall be self-operative upon the Closing and embarrassment, punitive damages, costs and attorneys fees related to or arising from shall not require the Debtexecution of any additional instrument. The provisions of this Section 11 shall survive the Closing.

Mutual Release. The Parties, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debtsNotes, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the DebtNote. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys attorneys’ fees related to or arising from the DebtNote.

Mutual Release. The PartiesPartnership, Elite and Clinicis, each on its own behalf and on behalf of themselvesits respective past, their present and future affiliates, predecessors, successorssuccessors and assigns, and any and all employees, agents, attorneys, officers, directors and holders of any class of security of any of the foregoing (each of the foregoing, as applicable, a "Releasing Party") hereby knowingly, voluntarily, irrevocably and after being counseled by its legal representatives, fully and completely releases, waives and forever discharges the other parties and their respective past, present and future affiliates, predecessors, successors and assigns, and any and all employees, agents, attorneys, officers, directors and holders of any class of security of any of the foregoing (each of the foregoing, as applicable, a "Released Party") from, any and all direct or indirect, known or unknown and indirect parent companiessuspected or unsuspected debts, direct obligations or liabilities of any nature, whether absolute, accrued, contingent, liquidated or otherwise, and indirect subsidiary companieswhether due or to become due, companies under common control asserted or unasserted; claims; demands; actions; causes; contingencies; suits; damages; costs and expenses whatsoever, at law or in equity, in tort, contract or otherwise, including all court costs, litigation expenses and reasonable attorneys' fees (collectively, "Losses"), arising from, relating to or in connection with any of the foregoingPrior Agreements that such Releasing Party or any of its affiliates, affiliates and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successorssuccessors or assigns ever had, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either Party has, now have or may have hadagainst any Released Party (collectively, the "Released Claims"); provided, however, that each such Releasing Party expressly reserves, and does not release, any contractual rights it may have against a Released Party (a) under this Termination Agreement; or (b) for fees and expenses earned or accrued under the other PartyPrior Agreements as of the Effective Date and listed on Exhibit A or Exhibit B attached hereto, whether and the same shall not be included in the Released Claims. Each Releasing Party further covenants and agrees never to assert any Released Claim against any Released Party in any proceeding before any tribunal, public or private. Each Releasing Party represents that it (i) has agreed to this release knowingly and voluntarily and in the absence of any fraud, mistake, duress, coercion or undue influence; (ii) has been advised to obtain, and has had reasonable opportunity to obtain, counsel from its legal representatives prior to executing and delivering this release; and (iii) has not apparent assigned any claims or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from rights in connection with the Debt. This Agreement resolves any claim for relief that could have been alleged, no subject matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debtthis release.

Mutual Release. The Parties(a) In consideration of Lender's agreements set forth herein, on behalf of Borrowers and Shareholders, for themselves, their predecessorsAffiliates, and the respective successors, direct heirs and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any assigns of each of the foregoingforegoing (collectively, affiliates some or all of such persons and assignsentities shall be referred to herein as the "BORROWER RELEASORS" and each reference to a "BORROWER RELEASOR" herein shall refer to each such person or entity individually), do hereby fully, forever and irrevocably release, discharge and acquit Lender, and its respective past and their past, presentpresent Affiliates, and future the respective past and present officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, employees of each and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoingforegoing entities, affiliates and assigns and its and their pastrespective successors, presentheirs, and future assigns, and any other person or entity now, previously, or hereafter affiliated with any or all of the foregoing entities (Lender, together with each and all said Affiliates, officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns agents and successors in interest, employees shall be referred to collectively hereinbelow as the "BORROWER RELEASED PARTIES" and each such reference shall refer jointly and severally to each and all of Lender and such other persons acting by, through, under or in concert with them, and each entities) of them, and from any and all known and unknown charges, complaintsrights, claims, grievancesdemands, obligations, liabilities, obligationsindebtedness, promisesbreaches of contract, agreementsbreaches of duty or any relationship, controversiesacts, damagesomissions, actionsmisfeasance, malfeasance, cause or causes of action, suitsdebts, rightssums of money, demandsaccounts, compensations, contracts, controversies, promises, damages, costs, losseslosses and expenses of every type, debtskind, penaltiesnature, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred)description or character, and punitive damagesirrespective of how, why, or by reason of what facts, whether heretofore or now existing, or that could, might, or may be claimed to exist, of any nature whatsoeverwhatever kind or name, whether known or unknown, which either Party hassuspected or unsuspected, liquidated or unliquidated, claimed or unclaimed, whether based on contract, tort, breach of any duty, or may have hadother legal or equitable theory of recovery, against each as though fully set forth herein at length (collectively, a "CLAIM" or the other Party"CLAIMS") arising from or out of, whether or not apparent or yet to be discoveredconnected with, or which may hereafter developrelating to this Agreement, the transactions contemplated hereby, or the administration hereof. (b) In consideration of Borrowers' and Shareholders' agreements set forth herein, Lender, for itself, its Affiliates, and the respective successors, heirs and assigns of each of the foregoing (collectively, some or all of such persons and entities shall be referred to herein as the "LENDER RELEASORS" and each reference to a "LENDER RELEASOR" herein shall refer to each such person or entity individually), does hereby fully, forever and irrevocably release, discharge and acquit Borrowers and Shareholders, and their respective past and present Affiliates, and the respective past and present officers, directors, shareholders, agents, and employees of each and all of the foregoing entities, and their respective successors, heirs, and assigns, and any acts other person or omissions related entity now, previously, or hereafter affiliated with any or all of the foregoing entities (Borrowers and Shareholders, together with each and all said Affiliates, officers, directors, shareholders, agents and employees shall be referred to or collectively hereinbelow as the "LENDER RELEASED PARTIES" and each such reference shall refer jointly and severally to each and all of Borrowers, Shareholders and such other persons and entities) of and from any and all Claims arising from or out of, connected with, or relating to this Agreement, the Debt. This Agreement resolves any claim for relief that could have been allegedtransactions contemplated hereby, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debtadministration hereof.

Mutual Release. Receipt by BCP&G of all funds in Section 6 is a condition precedent to this mutual release taking effect. The Parties acknowledge and agree that the releases they are obtaining hereunder constitute a material inducement for them to enter into this Agreement. Upon the execution of this Agreement by all Parties hereto and subject to the terms and conditions of this Agreement, the Parties, on behalf of for themselves, their predecessorsrespective heirs, successors, direct and indirect personal representatives, administrators, executors, assigns, receivers, partners, insurers, employees, agents, attorneys, subsidiaries, parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their shareholders (past, presentcurrent and future), and future officers, directors, shareholdersand accountants, interest holdershereby mutually release, membersremise, and discharge forever each other, and their respective heirs, successors, personal representatives, administrators, executors, assigns, receivers, partners, attorneysemployees, agents, employeesattorneys, managerssubsidiaries, representativesparent companies, assignsshareholders (past, current and successors in interestfuture), officers, directors and all persons acting by, through, under, or in concert with themaccountants, and each of them, hereby release and discharge the other Partyanyone chargeable on their behalf, together with their predecessors, successors, direct of and indirect parent companies, direct from any and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interestall, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damagesmanner of, actions, causes of action, claims, cross-claims for indemnification and/or contribution, suits, rightsarbitrations, demandssettlements, debts, dues, sums of money, accounts, reckonings, bonds, bills, special- ties, covenants, controversies, agreements, promises, variances, trespasses, injuries, damages, costs, lossesexpenses, debts, penalties, attorneys’ fees, wagesjudgments, medical costsexecutions, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred)obligations, and punitive damagesdemands whatsoever, of any nature whatsoeverin law or in equity, known or unknown, which either Party haspatent or latent, that the Parties now hold or have at any time heretofore owned or held or may have hadat any time own or hold against any other Party by reason of acts, against the other Partycircumstances, whether facts, events or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or transactions arising from or relating to the Debt. This Agreement resolves any claim for relief that could have been allegedProject, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related the Action excepting there from claims relating to or and/or arising from latent construction defects in the Debt.work performed by BCP&G.

Mutual Release. The Parties have agreed to fully and finally compromise and settle, for good and valuable consideration, the controversies and disputes between them as asserted or which could have been asserted directly or indirectly solely in connection with the Violations and/or Sears Violations. In exchange for the Parties’ dismissal of all currently pending claims, all claims that could have been brought to date, and/or future claims arising out of the Fire, which accrued prior to the date of this Agreement, and the consideration provided for under this Agreement, the Parties agree to mutually release and give up any and all claims and rights which they have or may have against each other, whether known or unknown. This release shall preclude and prohibit the Township from issuing any further notices of violations or orders to pay in connection with the Fire to the Parties and/or Kruvant and/or sub-tenants of Sears, or associated third-parties thereof, who lease or otherwise occupy the Premises and/or the Kmart-related Stores. (a) The Parties hereby knowingly and voluntarily release and forever discharge the other Parties, on behalf for itself, successors, and assigns and each of themselvesits officers, directors, managers, members, shareholders, subsidiaries and affiliates, and hereby further release, remise and forever discharge the other Parties and their respective predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their pastmanagers, presentshareholders, and future representatives, parent corporations, subsidiaries, affiliates, agents, servants, employees, attorneys, consultants, officers, directors, shareholderseach in their corporate and individual capacities, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, from any and all persons acting byclaims or causes of action, through, under, counterclaims and cross-claims arising out of or in concert with them, any way related to the Violations and/or Sears Violations as set forth in this Agreement. (b) This Agreement specifically and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with generally includes any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievancesviolations, liabilitiescounterclaims, obligations, promises, agreements, controversies, damages, actionscross-claims, causes of action, suits, debts, sums of money, accounts, reckonings, covenants, contracts, controversies, affirmative defenses, agreements, promises, rights, variances, trespasses, damages, judgments, executions, claims, demands, costsand liabilities of any kind (upon any legal or equitable theory, losseswhether contractual, debtscommon law, penaltiesstatutory, federal, state, local or otherwise, and including, but not limited to, any claims for attorneys’ fees, wages, medical costs, pain costs and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurreddisbursements of any kind), and punitive damages, of any nature whether known or unknown whatsoever, known that each of the Parties ever had, now have, or unknownhereafter can, which either Party hasshall, or may claim to have hadagainst another Party solely in connection with the Fire at the Property. (c) Without limiting the generality of the foregoing set forth above, against the Parties and each of their officers, directors, managers, members, shareholders, subsidiaries and aff iliates, hereby further release, remise and forever discharge the other PartyParties and their respective predecessors, whether successors, assigns, managers, shareholders, representatives, parent corporations, subsidiaries, affiliates, agents, servants, employees, attorneys, consultants, officers, directors, each in their corporate and individual capacities, from any and all claims or not apparent causes of action arising out of or yet to be discovered, or which may hereafter develop, for in any acts or omissions way related to the Violations and/or Sears Violations issued to Telgian and Sears by the Township solely in connection with the Fire at the Property. (d) No other parties, except Telgian, Sears, the Kmart-related Stores and the Township, shall be deemed subject to the terms of this Agreement. This Agreement shall be deemed to apply only to Telgian and Sears and the Violations and/or Sears Violations issued to them. This Agreement shall not operate so as to release any other party, entity or individual which has previously or may in the future receive Notices of Violation and Orders to Pay Penalty in connection with and arising out of the Fire at the Property. (e) This Agreement expressly includes any and all past and present claims arising from the Debt. This Agreement resolves beginning of time to the date hereof by any claim for relief that could have been allegedParty against another Party, no matter how characterizedsolely in connection with and arising out of the Violations and/or Sears Violations and/or the Fire at the Property, includingabout which the Parties do not know or suspect to exist in their favor, without limitationwhether through ignorance, compensatory damagesoversight, damages for breach of contracterror, bad faith damagesnegligence or otherwise, reliance damagesand which, liquidated damagesif known, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related would materially affect the Parties’ decision to or arising from the Debtenter into this Agreement.

Mutual Release. The PartiesCompany and the Holder, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Partyparty, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ ' fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either Party party has, or may have had, against the other Partyparty, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from under the DebtFinancing. This Agreement resolves any claim for relief that could have been allegedalleged under, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from from, Sections 5.15, 5.18, and any other relevant provisions of the DebtSPA and Section 4.10 of the Convertible Note.

Mutual Release. The Parties(a) Each member of the Equity Group, on behalf of themselvesfor itself and its directors, their predecessorsofficers, employees, stockholders, agents, successors, direct assigns, attorneys and indirect parent companiestrustees (collectively, direct the "Equity Releasors"), does hereby irrevocably and indirect subsidiary companiesunconditionally remise, companies under common control with any release, acquit, exonerate and forever discharge each member of the foregoing, affiliates and assigns, and its Patriot/ Interstate Group and their pastrespective directors, present, and future officers, directorsemployees, shareholdersstockholders, interest holdersagents, memberssuccessors, partnersassigns, attorneys, agentsfinancial advisors, employeesinvestment bankers, managerslenders and trustees (collectively, representativesthe "Patriot and Interstate Released Parties"), assigns, of and successors in interest, and from any or all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rightsdebts, dues, sums of money, accounts, claims, demands, costscovenants, lossescontracts, debtscontroversies, penaltiespromises, agreements, damages, attorney's fees, wagescosts and expenses of suit, medical costsobligations, pain liabilities and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damagesjudgments, of any nature whatsoeverwhatever kind or nature, known or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, now existing or which may develop in the future, in law or in equity, which each member of the Equity Group ever had against the Patriot and Interstate Released Parties, now has or which any of the Equity Releasors hereafter developcan, for shall or may have, upon or by reason of any acts act, omission, matter, cause or omissions related to or arising thing whatsoever, from the Debt. This Agreement resolves beginning of time through the date of this Agreement, arising out of, related to, or in connection with the Master Agreement, the Leases, the Merger, the Divestiture, any claim applications for relief that could have been alleged, no matter how characterizeda new franchise agreement, including, without limitation, compensatory claims arising under any statute or law of the United States (excepting only such state statutory claims as may not be released, regardless of the agreement of the parties, as a matter of Law). This release shall not apply to (a) any existing obligations that members of the Patriot/Interstate Group may have under the Leases, the Master Agreement or the Existing Guarantees, none of which obligations are in default as of the date hereof, and (b) the pending lawsuit and any related claims which have been or may be brought by any person or entity, in Pittsburgh, Pennsylvania by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., against Patriot and its Affiliates. (b) Each member of the Patriot/Interstate Group, for itself and its respective directors, officers, employees, stockholders, agents, successors, assigns, attorneys and trustees (collectively, the "Patriot/Interstate Releasors"), does hereby irrevocably and unconditionally remise, release, acquit, exonerate and forever discharge each member of the Equity Group and its respective directors, officers, employees, stockholders, agents, successors, assigns, attorneys, financial advisors, investment bankers, lenders and trustees (collectively, the "Equity Released Parties"), of and from any or all actions, causes of action, suits, debts, dues, sums of money, accounts, claims, demands, covenants, contracts, controversies, promises, agreements, damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damagesattorney's fees, costs and attorneys fees related to expenses of suit, obligations, liabilities and judgments, of whatever kind or arising nature, known or unknown, now existing or which may develop in the future, in law or in equity, which each member of the Patriot/Interstate Group ever had against the Equity Released Parties, now has or which any of the Patriot/Interstate Releasors hereafter can, shall or may have, upon or by reason of any act, omission, matter, cause or thing whatsoever, from the Debtbeginning of time through the date of this Agreement, arising out of, relating to, or in connection with the Master Agreement, the Leases, the Merger, and the Divestiture, including, without limitation, claims arising under any statute or law of the United States (excepting only such state statutory claims as may not be released, regardless of the agreement of the parties, as a matter of law). This release shall not apply to (a) any existing obligations that members of the Equity Group may have under the Leases, the Master Agreement and the Existing Guarantees, none of which obligations are in default as of the date hereof, and (b) any defenses by the Patriot/Interstate Releasors in the pending lawsuit and any related claims which have been or may be brought by any person or entity, in Pittsburgh, Pennsylvania by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., against Patriot and its Affiliates.

Mutual Release. The Parties, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any (a) In consideration of the foregoingpayments to be made hereunder and having acknowledged the above-stated consideration as full compensation for and on account of any and all injuries and damages which Executive has sustained or claimed, affiliates or may be entitled to claim, Executive, for himself, and his heirs, executors, administrators, successors and assigns, does hereby release, forever discharge and promise not to ▇▇▇ the Company, its parents, subsidiaries, affiliates, successors and assigns, and its past and their past, present, and future present officers, directors, shareholderspartners, interest holdersemployees, members, partnersmanagers, shareholders, agents, attorneys, agentsaccountants, employeesinsurers, managersheirs, representativesadministrators, assigns, and successors in interest, executors (collectively the “Company Released Parties”) from any and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligationscosts, promisesexpenses, agreementsjudgments, controversies, damagesattorney fees, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain known and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damagesunknown, of any every kind and nature whatsoever, known whatsoever in law or unknownequity, which either Party Executive had, now has, or may have had, against the Company Released Parties relating in any way to Executive’s employment with the Company or termination thereof, including but not limited to, all claims for contract damages, tort damages, special, general, direct, punitive and consequential damages, compensatory damages, loss of profits, attorney fees and any and all other Partydamages of any kind or nature; all contracts, whether oral or written, between Executive and any of the Company Released Parties except as otherwise described herein; any business enterprise or proposed enterprise contemplated by any of the Company Released Parties, as well as anything done or not apparent done prior to and including the date of execution of this Agreement. Nothing in this Agreement shall be construed to release the Company from any indemnification obligations under any indemnification agreement. Executive understands and agrees that this release and covenant not to ▇▇▇ shall apply to any and all claims or yet liabilities arising out of or relating to be discoveredExecutive’s employment with the Company and the termination of such employment, including, but not limited to: claims of discrimination based on age, race, color, sex (including sexual harassment), religion, national origin, marital status, parental status, veteran status, union activities, disability or any other grounds under applicable federal, state or local law, including, but not limited to, claims arising under the Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities Act; the Fair Labor Standards Act; the Family and Medical Leave Act; and Title VII of the Civil Rights Act, as amended, the Civil Rights Act of 1991; 42 U.S.C. § 1981, the Employee Retirement Income Security Act, the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, the Rehabilitation Act of 1973, the Equal Pay Act of 1963 (EPA) as well as any claims regarding wages; benefits; vacation; sick leave; business expense reimbursements; wrongful termination; breach of the covenant of good faith and fair dealing; intentional or negligent infliction of emotional distress; retaliation; outrage; defamation; invasion of privacy; breach of contract; fraud or negligent misrepresentation; harassment; breach of duty; negligence; discrimination; claims under any employment, contract or tort laws; claims arising under any other federal law, state law, municipal law, local law, or which may hereafter developcommon law; any claims arising out of any employment contract, for policy or procedure; and any acts or omissions other claims related to or arising out of his employment or the separation of his employment with the Company except for any claims based on the indemnification provisions of any indemnification agreement. In addition, Executive agrees not to cause or encourage any legal proceeding to be maintained or instituted against any of the Company Released Parties. This release does not apply to any claims for unemployment compensation or any other claims or rights which, by law, cannot be waived, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however that Executive disclaims and waives any right to share or participate in any monetary award resulting from the Debtprosecution of such charge or investigation or proceeding with respect to any claims released herein. This Notwithstanding the foregoing, the release, discharge and waiver contained herein shall not apply to the following types of claims: (i) any rights Executive may have under this Agreement resolves and under the Employment Agreement; (ii) any claim rights Executive may have under the Global Geophysical Services, Inc. 401(k) Profit Sharing Plan; (iii) Executive’s right under COBRA to continued health/dental/vision benefits coverage for relief that could Executive and participating dependents; (iv) any rights Executive may have been allegedunder the Company or the Company Released Parties benefit plans and programs subject to and in accordance with the terms of such plans and programs and related agreements; (v) any rights to contribution, no matter how characterizedadvancement of expenses, includingdefense or indemnification Executive has under the Company or the Company Released Parties’ current Articles of Incorporation or Bylaws, without limitationDirector and Officer Liability Insurance, Employed Lawyers Liability Insurance or under any separate indemnification contract between the Company or a Company Released Party and Executive, or as provided by applicable law; (vi) any rights Executive has as a shareholder of the Company or a Company Released Party; or (vii) any rights Executive has to apply for and receive unemployment benefits, which application the Company will not contest or challenge. With respect to the period of Executive’s employment by the Company and representation of the Company Released Parties, the Company and the Company Released Parties agree to keep in effect or obtain tail coverage under the Employed Lawyer Liability Insurance coverage for Executive for a period of not less than three years following Executive’s date of termination of employment. Terms of coverage including policy limits shall be on substantially the same terms as in effect on Executive’s date of termination of employment. (b) In consideration of the payments to be made hereunder and having acknowledged the above-stated consideration as full compensation for and on account of any and all injuries and damages which the Company has sustained or claimed, or may be entitled to claim, the Company, for itself, and its administrators, successors and assigns, does hereby release, forever discharge and promise not to ▇▇▇ Executive, his heirs, executors, administrators, successors and assigns, (collectively the “Executive Released Parties”) from any and all claims, liabilities, costs, expenses, judgments, attorney fees, actions, known and unknown, of every kind and nature whatsoever in law or equity, which the Company had, now has, or may have against the Executive Released Parties relating in any way to the Company’s employment of Executive or termination thereof, including but not limited to, all claims for contract damages, tort damages, special, general, direct, punitive and consequential damages, compensatory damages, loss of profits, attorney fees and any and all other damages for breach of contractany kind or nature; all contracts, bad faith damagesoral or written, reliance damagesbetween the Company and any of the Executive Released Parties; any business enterprise or proposed enterprise contemplated by any of the Executive Released Parties, liquidated damagesas well as anything done or not done prior to and including the date of execution of this Agreement. Nothing in this Agreement shall be construed to release Executive from any obligations set forth in this Agreement. Notwithstanding the foregoing, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees the Company is not waiving or releasing any action related to the commission of any crime or arising from act of willful misconduct by any of the DebtExecutive Released Parties. In addition, the Company agrees not to cause or encourage any legal proceeding to be maintained or instituted against any of the Executive Released Parties with respect to any claims released herein.

Mutual Release. The PartiesA. Simultaneous with payment of the Commutation Payments by the Reinsurer to the Reassureds and the release of amounts under the Letters of Credit by the Reassureds to the Reinsurer, the Reinsurer on behalf of themselves, their itself and its predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and their past, present and future officers, directors, shareholders, employees, agents, receivers, trustees, attorneys, and legal representatives hereby releases, acquits, and forever discharges the Reassureds, its predecessors, successors, assigns, and their past, present, and future officers, directors, shareholders, interest holdersemployees, membersagents, partnersreceivers, trustees, attorneys, agentsand legal representatives from any and all claims, employeesdebts, managersdemands, representativescauses of action, assignsliabilities, obligations, costs, disbursements, fees, attorneys' fees, expenses, damages, and successors in interestinjuries of every kind, nature, and all persons acting bydescription based on, through, underrelating to, or in concert with themarising out of the Reinsurance Agreements and any applicable letters of credit, trust, or other collateral, including, but not limited to, any common-law or statutory claims for fraud and misrepresentation, or statutory RICO claims, whether or not now known, suspected, reported, or claimed, whether fixed or contingent, and each whether currently existing or arising in the future. B. Simultaneous with payment of themthe Commutation Payments by the Reinsurer to the Reassureds and the release of amounts under the Letters of Credit by the Reassureds to the Reinsurer, hereby release the Reassureds on behalf of themselves and discharge the other Party, together with their predecessors, successors, direct and indirect parent companiesassigns, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holdersemployees, membersagents, partnersreceivers, trustees, attorneys, agentsand legal representatives, hereby releases, acquits, and forever discharges the Reinsurer, its predecessors, successors, assigns, and their past, present, and future officers, directors, shareholders, employees, managersagents, receivers, trustees, attorneys, and legal representatives, assigns and successors in interest, from any and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievancesdebts, demands, causes of action, liabilities, obligations, promisescosts, agreementsdisbursements, controversiesfees, attorneys' fees, expenses, damages, actionsand injuries of every kind, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred)nature, and punitive damagesdescription based on, of any nature whatsoever, known or unknown, which either Party hasrelating to, or may have hadarising out of the Reinsurance Agreements and any applicable letters of credit, against the trust, or other Partycollateral, including, but not limited to, any common-law or statutory claims for fraud and misrepresentation, or statutory RICO claims, whether or not apparent or yet to be discoverednow known, suspected, reported, or claimed, whether fixed or contingent and whether currently existing or arising in the future. C. The Parties releasing claims under this Agreement expressly assume the risk that acts, omissions, matters, causes or things may have occurred which may hereafter developare not known or are not suspected to exist by one or more of them. The Parties to the fullest extent permitted by law hereby waive the terms and provisions of any statute, for any acts rule or omissions doctrine of common law which either: (i) narrowly construes releases purporting by their terms to release claims in whole or in part based upon, arising from or related to such acts, omissions, matters, causes or arising from things, or, (ii) which restricts or prohibits the Debt. releasing of such claims. D. This Agreement resolves is made without any claim for relief that could have been allegedadmission of liability or wrongdoing by any party, no matter how characterizedand the existence of this Agreement or the use of any term or condition herein shall not be used as an admission or evidence against any party in any subsequent dispute, includingaction or proceeding. Nothing in this Article 2, without limitationhowever, compensatory damages, damages for breach shall prevent any party from relying upon and enforcing the terms of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debtthis Agreement.

Mutual Release. The PartiesIf the Consent becomes irrevocable pursuant to Section 2.2, on behalf of themselves, their predecessors, successors, direct NPS and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assignsits Affiliates, and its and their past, present, and future respective officers, directors, shareholders, interest holders, members, partners, attorneysemployees, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates successors and assigns (collectively, the "NPS Released Parties") shall automatically be fully, finally and irrevocably relinquished, released and discharged by DR3, on behalf of itself and its Affiliates, and its and their pastrespective officers, presentdirectors, limited partners, employees, agents, predecessors, successors and assigns, from any and all claims, damages, liabilities, obligations, and future causes of action, including indemnification claims, known or unknown, suspected or unsuspected, in law or equity, that were asserted, or that could have been asserted by DR3 and its Affiliates, and its and their respective officers, directors, shareholders, interest holders, members, partners, attorneysemployees, agents, predecessors, successors and assigns, against the NPS Released Parties arising out of the Original Purchase Agreement and the Security Agreement, whether accrued or not; provided, however, that nothing in this Section 2.4(a) shall be deemed to affect the enforceability of DR3's rights or the obligations of the Parties under this Agreement or the Restated Security Agreement. If the Consent becomes irrevocable pursuant to Section 2.2, DR3 and its Affiliates, and its and their respective officers, directors, shareholders, employees, managersagents, representativespredecessors, successors and assigns (collectively, the "DR3 Released Parties") shall automatically be fully, finally and successors in interestirrevocably relinquished, released and discharged by NPS, on behalf of itself and its Affiliates, and all persons acting byits and their respective officers, throughdirectors, under or in concert with themlimited partners, employees, agents, predecessors, successors and each of themassigns, from any and all known and unknown charges, complaints, claims, grievancesdamages, liabilities, obligations, promises, agreements, controversies, damages, actions, and causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoeverindemnification claims, known or unknown, which either Party hassuspected or unsuspected, in law or equity, that were asserted, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been allegedasserted by NPS and its Affiliates, no matter how characterizedand its and their respective officers, includingdirectors, without limitationshareholders, compensatory damagesemployees, damages for breach agents, predecessors, successors and assigns, against the DR3 Released Parties arising out of contractthe Original Purchase Agreement and the Security Agreement, bad faith damageswhether accrued or not; provided, reliance damageshowever, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related that nothing in this Section 2.4(b) shall be deemed to affect the enforceability of NPS's rights or arising from the Debtobligations of the Parties under this Agreement or the Restated Security Agreement.

Mutual Release. a. The Parties, on behalf of themselves, themselves their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other PartyParties, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies insurers companies, under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, tort claims, personal injury claims, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either Party hasthe Parties have, or may have had, against the other PartyParties, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from between the Debt. Parties regarding the Project and/or the Litigation. b. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, tort damages, personal injury damages, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys attorneys’ fees related to or arising from any claims amongst the DebtParties and limited to the Project.

Mutual Release. The Parties, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any (a) In consideration of the foregoingpayments to be made hereunder and having acknowledged the above-stated consideration as full compensation for and on account of any and all injuries and damages which Executive has sustained or claimed, affiliates or may be entitled to claim, Executive, for himself, and his heirs, executors, administrators, successors and assigns, does hereby release, forever discharge and promise not to ▇▇▇ the Company, its parents, subsidiaries, affiliates, successors and assigns, and its past and their past, present, and future present officers, directors, shareholderspartners, interest holdersemployees, members, partnersmanagers, shareholders, agents, attorneys, agentsaccountants, employeesinsurers, managersheirs, representativesadministrators, assigns, and successors in interest, executors (collectively the “Company Released Parties”) from any and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligationscosts, promisesexpenses, agreementsjudgments, controversies, damagesattorney fees, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain known and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damagesunknown, of any every kind and nature whatsoever, known whatsoever in law or unknownequity, which either Party Executive had, now has, or may have had, against the Company Released Parties relating in any way to Executive’s employment with the Company or termination thereof, including but not limited to, all claims for contract damages, tort damages, special, general, direct, punitive and consequential damages, compensatory damages, loss of profits, attorney fees and any and all other Partydamages of any kind or nature; all contracts, whether oral or written, between Executive and any of the Company Released Parties except as otherwise described herein; any business enterprise or proposed enterprise contemplated by any of the Company Released Parties, as well as anything done or not apparent done prior to and including the date of execution of this Agreement. Nothing in this Agreement shall be construed to release the Company from any indemnification obligations under any indemnification agreement. Executive understands and agrees that this release and covenant not to ▇▇▇ shall apply to any and all claims or yet liabilities arising out of or relating to be discoveredExecutive’s employment with the Company and the termination of such employment, including, but not limited to: claims of discrimination based on age, race, color, sex (including sexual harassment), religion, national origin, marital status, parental status, veteran status, union activities, disability or any other grounds under applicable federal, state or local law, including, but not limited to, claims arising under the Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities Act; the Fair Labor Standards Act; the Family and Medical Leave Act; and Title VII of the Civil Rights Act, as amended, the Civil Rights Act of 1991; 42 U.S.C. § 1981, the Employee Retirement Income Security Act, the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, the Rehabilitation Act of 1973, the Equal Pay Act of 1963 (EPA) as well as any claims regarding wages; benefits; vacation; sick leave; business expense reimbursements; wrongful termination; breach of the covenant of good faith and fair dealing; intentional or negligent infliction of emotional distress; retaliation; outrage; defamation; invasion of privacy; breach of contract; fraud or negligent misrepresentation; harassment; breach of duty; negligence; discrimination; claims under any employment, contract or tort laws; claims arising under any other federal law, state law, municipal law, local law, or which may hereafter developcommon law; any claims arising out of any employment contract, for policy or procedure; and any acts or omissions other claims related to or arising out of his employment or the separation of his employment with the Company except for any claims based on the indemnification provisions of any indemnification agreement. In addition, Executive agrees not to cause or encourage any legal proceeding to be maintained or instituted against any of the Company Released Parties. This release does not apply to any claims for unemployment compensation or any other claims or rights which, by law, cannot be waived, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however that Executive disclaims and waives any right to share or participate in any monetary award resulting from the Debtprosecution of such charge or investigation or proceeding with respect to any claims released herein. This Notwithstanding the foregoing, the release, discharge and waiver contained herein shall not apply to the following types of claims: (i) any rights Executive may have under this Agreement resolves and under the Employment Agreement; (ii) any claim rights Executive may have under the Global Geophysical Services, Inc. 401(k) Profit Sharing Plan; (iii) Executive’s right under COBRA to continued health/dental/vision benefits coverage for relief that could Executive and participating dependents; (iv) any rights Executive may have been allegedunder the Company or the Company Released Parties benefit plans and programs subject to and in accordance with the terms of such plans and programs and related agreements; (v) any rights to contribution, no matter how characterizedadvancement of expenses, includingdefense or indemnification Executive has under the Company or the Company Released Parties’ current Articles of Incorporation or Bylaws, without limitationDirector and Officer Liability Insurance, Employed Lawyers Liability Insurance or under any separate indemnification contract between the Company or a Company Released Party and Executive, or as provided by applicable law; (vi) any rights Executive has as a shareholder of the Company or a Company Released Party; or (vii) any rights Executive has to apply for and receive unemployment benefits, which application the Company will not contest or challenge. With respect to the period of Executive’s employment by the Company and representation of the Company Released Parties, the Company and the Company Released Parties agree to keep in effect or obtain tail coverage under the Employed Lawyer Liability Insurance coverage for Executive for a period of not less than three years following Executive’s date of termination of employment. Terms of coverage including policy limits shall be on substantially the same terms as in effect on Executive’s date of termination of employment. (b) In consideration of the payments to be made hereunder and having acknowledged the above-stated consideration as full compensation for and on account of any and all injuries and damages which the Company has sustained or claimed, or may be entitled to claim, the Company, for itself, and its administrators, successors and assigns, does hereby release, forever discharge and promise not to ▇▇▇ Executive, his heirs, executors, administrators, successors and assigns, (collectively the “Executive Released Parties”) from any and all claims, liabilities, costs, expenses, judgments, attorney fees, actions, known and unknown, of every kind and nature whatsoever in law or equity, which the Company had, now has, or may have against the Executive Released Parties relating in any way to the Company’s employment of Executive or termination thereof, including but not limited to, all claims for contract damages, tort damages, special, general, direct, punitive and consequential damages, compensatory damages, loss of profits, attorney fees and any and all other damages for breach of contractany kind or nature; all contracts, bad faith damagesoral or written, reliance damagesbetween the Company and any of the Executive Released Parties; any business enterprise or proposed enterprise contemplated by any of the Executive Released Parties, liquidated damagesas well as anything done or not done prior to and including the date of execution of this Agreement. Nothing in this Agreement shall be construed to release Executive from any obligations set forth in this Agreement. Notwithstanding the foregoing, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees the Company is not waiving or releasing any action related to the commission of any crime or arising from act of willful misconduct by any of the DebtExecutive Released Parties. In addition, the Company agrees not to cause or encourage any legal proceeding or grievance proceeding with the State Bar of Texas to be maintained or instituted against any of the Executive Released Parties with respect to any claims released herein.

Mutual Release. The Parties(A) As material inducement for, on behalf of themselvesand in consideration of, their predecessorsthis Agreement, successorsPolar, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any upon effectiveness of the foregoingResale Registration Statement, affiliates and assigns, for itself and its and their pastpresent, presentformer, and future parent corporations, subsidiary corporations, divisions, general and limited partnerships, limited liability companies, affiliates, trusts, representatives, agents, and attorneys, and their respective present, former, and future directors, officers, directorsstockholders, shareholders, interest holdersmanagers, members, partners, attorneysemployees, trustees, agents, employeesand attorneys, managershereby fully, representativesfinally, assignsforever, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby unconditionally release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns Parties and its and their pastpresent, presentformer, and future parent corporations, subsidiary corporations, divisions, general and limited partnerships, limited liability companies, affiliates, trusts, representatives, agents, and attorneys, and their respective present, former, and future directors, officers, directorsstockholders, shareholders, interest holdersmanagers, members, partners, attorneysemployees, trustees, agents, employeesand attorneys to the fullest extent permitted by law, managers, representatives, assigns of and successors in interest, from any and all persons acting by, through, Claims arising under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to the Amounts Due (or arising from any one or more of the Debt. This Agreement resolves any claim for relief Amounts Due) that could have been allegedasserted in a lawsuit. (B) As material inducement for, no matter how characterizedand in consideration of, includingthis Agreement, without limitationeach Party hereto other than Polar, compensatory damagesupon effectiveness of the Resale Registration Statement, damages for breach of contractitself and its present, bad faith damagesformer, reliance damagesand future parent corporations, liquidated damagessubsidiary corporations, damages for humiliation divisions, general and embarrassmentlimited partnerships, punitive damageslimited liability companies, costs affiliates, trusts, representatives, agents, and attorneys, and their respective present, former, and future directors, officers, stockholders, managers, members, partners, employees, trustees, agents, and attorneys, hereby fully, finally, forever, and unconditionally release and discharge the other Parties and its present, former, and future parent corporations, subsidiary corporations, divisions, general and limited partnerships, limited liability companies, affiliates, trusts, representatives, agents, and attorneys, and their respective present, former, and future directors, officers, stockholders, managers, members, partners, employees, trustees, agents, and attorneys fees to the fullest extent permitted by law, of and from any and all Claims arising under or related to the Amounts Due (or arising from any one or more of the DebtAmounts Due) that could have been asserted in a lawsuit.

Mutual Release. The (a) Except for the Parties’ respective obligations hereunder, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct for and indirect subsidiary companies, companies under common control with any in consideration of the foregoing, affiliates mutual promises and assignscovenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, upon receipt of the Settlement Payment referenced in Section 2, Venture for itself and its Affiliates (including without limitation Tollgate Venture LLC and their pastKJE Investments, presentLLC), and future officers, directors, shareholders, interest holdersmembers (including without limitation ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇), members, partners, attorneysemployees, agents, employeessuccessors and assigns (collectively, managersthe “Tollgate Parties”), representativesdoes hereby and forever discharge each of CCTI, assignsthe Company, and successors in interestCentury Casinos, and all persons acting byInc., through, under, or in concert with thema Delaware corporation, and each of themtheir respective Affiliates, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneysemployees, agents, employeessuccessors and assigns (collectively, managersthe “Century Parties”), representatives, assigns of and successors in interest, from any and all persons acting by, through, under or in concert with them, and each manner of them, from all known and unknown charges, complaints, claims, grievances, liabilities, contractual obligations, promises, agreements, controversies, damagesdemands, actions, causes of action, suits, rights, demands, costs, losses, debts, penaltiessums of money, feespromises or damages whatsoever, wagesin law or in equity, medical costs, pain whether heretofore asserted or not and suffering, mental anguish, emotional distress, expenses whether known or unknown (including attorneys’ fees and costs actually incurred“Claims”), which any of the Tollgate Parties has, had or claims to have against any or all of the Century Parties, including without limitation Claims arising out of, or occurring as a result of, or in any way connected with or related to the Venture Units, the Operating Agreement, the Casino Management Agreement, the Contribution Agreement, the Tollgate Parties’ investment in the Company or the business of the Company or of the Century Parties. (b) Except for the Parties’ respective obligations hereunder, and punitive damagesfor and in consideration of the Settlement Payment and the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, upon receipt of the Unit Power referenced in Section 1 and the Assignment of Note referenced in Section 2, CCTI for itself and each of the Century Parties, does hereby and forever discharge the Tollgate Parties, of and from any nature whatsoever, known or unknownand all manner of Claims, which either Party any of the Century Parties has, had or may claims to have hadagainst any or all of the Tollgate Parties, against including without limitation Claims arising out of, or occurring as a result of, or in any way connected with or related to the other PartyVenture Units, the Operating Agreement, the Casino Management Agreement, the Contribution Agreement, the Tollgate Parties’ investment in the Company or the business of the Company or of the Tollgate Parties. (c) For purposes of this Agreement, “Affiliate” means, with respect to any Person (as defined below), any Person that controls, is controlled by or is under common control with such Person, together with its and their respective members, managers, partners, venturers, directors, officers, shareholders, agents, employees, and representatives. A Person shall be presumed to have control when it possesses the power, directly or indirectly, to direct, or cause the direction of, the management or policies of another Person, whether or not apparent or yet to be discoveredthrough ownership of voting securities, by contract, or which may hereafter developotherwise. “Person” means an individual, for any acts partnership, limited liability company, association, corporation, or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debtother entity.

Mutual Release. The Parties3.1 Except for the obligations set forth in this Settlement Agreement, on behalf of themselvesNuRx hereby forever releases and discharges DYVA and its past and present subsidiary corporations, their predecessorsparent corporations, affiliates, partners, members, joint venturers, heirs, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneysemployees, agents, employees, managers, representatives, assigns, attorneys and successors insurers (in interest, their individual and representative capacities) from any and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievancesdemands, liabilities, obligations, promises, agreements, controversieslosses, damages, actions, causes of action, suits, rightsdebts, demandspromises, liabilities, obligations, liens, costs, lossesexpenses, debts, penalties, attorneys’ fees, wagesindemnities, medical costs, pain and suffering, mental anguish, emotional distress, expenses subrogations (including attorneys’ fees and costs actually incurred), and punitive damagescontractual or equitable) or duties, of any nature nature, character or description whatsoever, whether known or unknown, which either Party hasfixed or contingent, accrued or may have hadnot yet accrued, against matured or not yet matured, anticipated or unanticipated, asserted or unasserted, arising from or related to, directly or indirectly, the other PartyLawsuit. 3.2 Except for the obligations set forth in this Settlement Agreement, and upon the receipt of all of the consideration specified in Section 2, DYVA forever releases and discharges NuRx and its past and present subsidiary corporations, parent corporations, affiliates, partners, members, joint venturers, heirs, successors, assigns, officers, directors, shareholders, employees, agents, attorneys and insurers (in their individual and representative capacities) from any and all claims, demands, losses, damages, actions, causes of action, suits, debts, promises, liabilities, obligations, liens, costs, expenses, attorneys’ fees, indemnities, subrogations (contractual or equitable) or duties, of any nature, character or description whatsoever, whether known or unknown, fixed or contingent, accrued or not apparent yet accrued, matured or not yet to be discoveredmatured, anticipated or which may hereafter developunanticipated, for any acts asserted or omissions related to or unasserted, arising from or related to, directly or indirectly, the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the DebtLawsuit.

Mutual Release. The In consideration of the provisions hereof, each of the Parties, for and on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, itself and its and their pastattorneys, present, and future officers, directors, shareholders, interest holdersemployees, members, partners, attorneysrepresentatives, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct assigns, Affiliates, subsidiaries and indirect parent companiesrelated entities (collectively, direct the “Releasing Parties”), does hereby agree to unconditionally and indirect subsidiary companiesirrevocably waive, companies under common control with any of remise, acquit, satisfy, release and forever discharge the foregoingother Parties, affiliates and assigns and its and their pastrespective attorneys, present, and future officers, directors, shareholders, interest holdersemployees, members, partners, attorneysrepresentatives, agents, employeespredecessors, managerssuccessors, representativesassigns, assigns Affiliates, subsidiaries and successors in interestrelated entities (collectively, the “Released Parties”), of and from any and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievancesdemands, liabilitiesdues, obligationssums of money, promisesreckonings, bonds, bills, specialties, agreements, controversiescontracts, damagescovenants, actions, suits, causes of action, suitsobligations, rightscontroversies, demandspromises, variances, trespasses, executions, debts, costs, lossesexpenses, debtsaccounts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, judgments, losses and liabilities, of any nature whatsoeverwhatever kind or nature, in law, equity or otherwise, whether known or unknown, whether or not concealed or hidden, absolute or contingent, liquidated or unliquidated, which either Party hasany of the Releasing Parties, or had, may have had, now have or can, shall or may have against each of the other PartyReleased Parties, whether for upon or by reason of any matter, cause or thing whatsoever relating to or otherwise associated with the Venture, from the beginning of the world until and including the time and date hereof. Notwithstanding the foregoing, nothing herein shall be deemed to release any of the Released Parties from any of the obligations of the Released Parties (or any claims arising by virtue of the Released Parties breach of any such obligations) under the terms of this Agreement. Each of the Releasing Parties represents that it has not apparent or yet to be discoveredpreviously sold, transferred, conveyed, exchanged, or which otherwise disposed of any claims it may hereafter develop, for have against any acts or omissions related to or arising from of the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the DebtReleased Parties.

Mutual Release. (a) The PartiesCompany knowingly and voluntarily waives, on behalf of themselvesreleases and forever discharges, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any as of the foregoingdate hereof, affiliates and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, the Executive from any and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreementslawsuits, controversies, damages, actions, causes of action, suitscross-claims, rightscounter-claims, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages punitive or exemplary damages, other damages, claims for humiliation costs and embarrassmentattorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date of this Agreement) and whether known or unknown, suspected, or claimed against the Executive which the Company may have against the Executive. (b) In consideration of the Company’s release of claims and other good and valuable consideration, the sufficiency of which is hereby acknowledged, Executive, on behalf of himself and his heirs, executors, administrators, successors and assigns, knowingly and voluntarily waives, releases and forever discharges, as of the date hereof, the Company, and all of its related, affiliated parent and subsidiary companies, and all respective present and former agents, representatives, employees, officers, directors, shareholders, partners, attorneys, predecessors, successors and assigns (collectively, the “Released Parties”), from any and all claims, lawsuits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date of this Agreement) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which the Executive, the Executive’s spouse, or any of the Executive’s heirs, executors, administrators or assigns, may have against the Released Parties (the “Barred Claims”), including without limitation Barred Claims which arise out of or are connected with the Executive’s provision of services to, or the Executive’s separation or termination from, the Company. Barred Claims also include claims for or under all federal, state and local laws related to worker or workplace protection including but not limited to those for unpaid wages, back pay, commissions, vacation pay, severance or other compensation and claims for express or implied breach of contract or tort, personal injury, wrongful discharge, mental anguish, or employment discrimination (including sexual harassment), punitive, exemplary or statutory damages, and any and all claims for attorneys’ fees or expenses associated with the Executive’s retention of counsel. In addition, Barred Claims include claims the Executive may have had under Title VII of the Civil Rights Act of 1964; the Civil Rights Acts of 1991, 1871 and 1866; the Americans with Disabilities Act of 1990; the Family Medical Leave Act, as amended; the Civil Rights Acts of 1866, 1964 and 1991; the Equal Pay Act; the Employee Retirement Income Security Act; the Fair Labor Standards Act of 1938; the Rehabilitation Act of 1973; the Occupational Safety and Health Act; the National Labor Relations Act; the Worker Adjustment and Retraining Notification Act, the Age Discrimination in Employment Act of 1967 (including but not limited to the Older Worker Benefit Protection Act), the Massachusetts Wage Act, M.G.L. c. 149, §§148-150C, all as amended; any applicable state employment discrimination statute; and any other federal, state, or local statutes or ordinances. Notwithstanding the foregoing, nothing herein shall constitute a release by the Executive of a claim to the extent such claim is not waivable as a matter of applicable law. The Executive confirms that he has no claim or basis for a claim whatsoever against the Company with respect to any such matters related to or arising out of the Employment Agreement or the termination thereof. (c) The Executive agrees not to accept damages of any nature, other equitable or legal remedies for the Executive’s own benefit or attorneys’ fees or costs from any of the DebtReleased Parties with respect to any Barred Claim. As a material inducement to the Company to enter into this Agreement, the Executive represents that the Executive has not assigned any Barred Claim to any third party.

Mutual Release. The Partiesa. Misonix, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, for itself and its and their past, present, and future agents, affiliates, principals, officers, directors, shareholdersmanagers, interest holdersemployees, membersparents, subsidiaries, contractors, predecessors, successors, partners, shareholders, attorneys, agents, employees, managers, representatives, assigns, and successors in interestrepresentatives (the “Misonix Releasors”) hereby releases, waives, and all persons acting by, through, under, or in concert with them, forever discharges PuriCore and each of themits respective past, hereby release present and discharge the other Partyfuture agents, together with their affiliates, principals, officers, directors, managers, employees, parents, subsidiaries, contractors, predecessors, successors, direct and indirect parent companiesassigns, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directorspartners, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, and representatives, assigns including but not limited to PuriCore plc and successors in interestPuriCore International Limited (collectively, the “PuriCore Releasees”) from any and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversiesdemands, damages, actions, causes of action, liabilities, proceedings, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses or costs (including attorneys’ fees and costs actually incurred), and punitive damages, court costs) of any nature whatsoevernature, whether known or unknown, which either Party hascontingent or liquidated, and/or mature or not yet mature (the “Misonix Claims”), that the Misonix Releasors, or any of them, ever had, or may have have, against any of the PuriCore Releasees, including but not limited to (i) any Misonix Claims that in any way relate to the License Agreement or intellectual property, products, or technologies sold and/or licensed pursuant to the License Agreement; and (ii) any Misonix Claims that relate to Note payments due under the Purchase Agreement. b. PuriCore, for itself and its past, present, and future agents, affiliates, principals, officers, directors, managers, employees, parents, subsidiaries, contractors, predecessors, successors, partners, shareholders, attorneys, assigns, and representatives, including but not limited to PuriCore plc and PuriCore International Limited (the “PuriCore Releasors”) hereby releases, waives, and forever discharges Misonix and each of its respective past, present and future agents, affiliates, principals, officers, directors, managers, employees, parents, subsidiaries, contractors, predecessors, successors, assigns, partners, shareholders, attorneys, and representatives (collectively, the “Misonix Releasees”) from any and all claims, demands, damages, actions, causes of action, liabilities, proceedings, suits, or costs (including attorneys’ fees and court costs) of any nature, whether known or unknown, contingent or liquidated, and/or mature or not yet mature (the “PuriCore Claims”), that the PuriCore Releasors, or any of them, ever had, or may have, against any of the other PartyMisonix Releasees, whether including but not limited to any PuriCore Claims that in any way relate to the License Agreement or not apparent or yet to be discoveredintellectual property, products, or which may hereafter develop, for any acts or omissions related technologies sold and/or licensed pursuant to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the DebtLicense Agreement.

Mutual Release. The Parties, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their past, present, present and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, assigns and successors in interest, and all persons acting by, through, under, under or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, present and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), ) and punitive damages, of any nature whatsoever, known or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from from: (a) the DebtDispute; (b) the Litigation; and/or (c) the Rebate Agreement. This Agreement resolves any claim for relief that is, or could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys attorneys’ fees related to or arising from the DebtDispute. Notwithstanding anything herein to the contrary, this Agreement does not release HORIZON or EXPRESS SCRIPTS from their obligations provided for in this Agreement, which shall remain in full force and effect according to its terms.

Mutual Release. The PartiesIn consideration for the full and timely performance of all Terms and Conditions of this AGREEMENT in the manner prescribed herein, including but not limited to all releases, dismissals, waivers, covenants, warranties and representations, each SETTLING PARTY hereto, on behalf of themselvesitself and on behalf of each of its respective heirs, their executors, administrators, trustors, trustees, beneficiaries, predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneyspartnerships, parents, subsidiaries, affiliated and related entities, officers, directors, principals, agents, servants, employees, managers, representatives, assigns, and successors in interest, representatives and all persons acting bypersons, throughfirms, under, or in concert associations and/or corporations connected with them, including without limitation their insurers, sureties, attorneys, consultants and each of themexperts, hereby release and forever discharge all other SETTLING PARTIES hereto and each of the other PartySETTLING PARTY'S respective heirs, together with their executors, administrators, trustors, trustees, beneficiaries, predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holdersassigns, members, partners, attorneyspartnerships, parents, subsidiaries, affiliated and related entities, officers, directors, principals, agents, servants, employees, managers, representatives, assigns and successors in interest, representatives and all persons acting bypersons, throughfirms, under or in concert associations and/or corporations connected with them, including without limitation their insurers, sureties, attorneys, consultants and each of experts, who are or may ever become liable to them, of and from any and all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actionsdemands, causes of action, suitsobligations, rightsliens, demandstaxes, damages, losses, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ ' fees and costs actually incurred), expenses of every kind and punitive damages, of any nature whatsoever, known or unknown, fixed or contingent, including any and all rights to subrogation and/or indemnity therefor, which either Party has, any of them may now have or may hereafter have had, against the other PartySETTLING PARTIES by reason of any matter, whether cause or not apparent thing arising out of or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from connected with the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the DebtONGOING LITIGATIONS.

Mutual Release. The PartiesEffective upon the Closing, Parent, Merger Sub I, Merger Sub II and the Company, on the one hand, and each Company Stockholder, on the other hand, on behalf of themselvesitself, its Affiliates, and each of its former, present and future Subsidiaries, and each of their predecessorsrespective past, successorspresent or future general or limited partners, direct and indirect parent management companies, direct and indirect subsidiary companiesmembers, companies under common control with stockholders, equity holders or controlling Persons, or any successor or assign of any of the foregoing (each of the foregoing, affiliates a “Releasing Party”), hereby irrevocably and assignsunconditionally releases and forever discharges each former, and its and their pastcurrent or future stockholders, presentequity holders, and future officerscontrolling persons, directors, shareholdersofficers, interest holdersemployees, general or limited partners, members, partnersmanagers, attorneysagents or Affiliates of the other parties, agentsand their Subsidiaries or any former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, agents or in concert with them, and Affiliates of the foregoing (or a fiduciary of any employee benefit plan of the Company or of any of its present or former Subsidiaries) (each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, a “Released Party”) from any and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievancesrights, obligations, debts, liabilities, obligations, promises, agreements, controversies, damages, actions, actions or causes of actionaction of every kind and nature, suitswhether foreseen or unforeseen, contingent or actual, and whether now known or hereafter discovered, which any of the Releasing Parties had, now has or may in the future have, at law or in equity, against any Released Party in any way, in each case in respect of any cause, matter or thing relating to the Company or its Subsidiaries or the operation of the business, operations or properties of the Company and its Subsidiaries or any actions taken or failed to be taken by any of the Released Parties in any capacity related to the Company and its Subsidiaries or the operation of the business, operations or properties of the Company and its Subsidiaries, in each case, occurring or arising on or prior to the date hereof (each, a “Released Claim”); provided, however, that the Releasing Parties expressly do not release their rights and interests (a) under this Agreement, any Affiliate Agreements or any agreements contemplated hereby, (b) with respect to any claim of, right of, obligation to, debt to, liability to, action of or cause of action of the Company or any Subsidiary (or any successor thereof) against any Released Party to the extent resulting from the Released Party’s status as a director, officer or employee of the Company or any of its Subsidiaries (including claims with respect to willful misconduct or criminality), or (c) claims, rights, demands, costs, lossesobligations, debts, penaltiesliabilities, fees, wages, medical costs, pain actions or causes of action for fraud. Each of the parties hereto covenants and suffering, mental anguish, emotional distress, expenses agrees that it will honor such release and will not take any action inconsistent therewith (including attorneys’ fees and costs actually incurred), and punitive damages, of commencing any nature whatsoever, known or unknown, which either Party hasaction with respect to, or may have haddirectly or indirectly transferring to another Person, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the DebtReleased Claim). This Agreement resolves any claim Section 11.14 shall survive the Closing, is intended for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach the benefit of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs may be enforced directly by each of the Released Parties and attorneys fees related to or arising from shall be binding on all successors and permitted assigns of the DebtReleased Parties.

Mutual Release. The PartiesMemcine, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assignsUIRF, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, Founder hereby release and discharge the other PartySpotlight, together with their its predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, present and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ ' fees and costs actually incurred), ) and punitive damages, of any nature whatsoever, known or unknown, which either Party hassuch parties have, or may have had, against the other PartySpotlight, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the DebtInvestment Agreement, Shareholders Agreement, and/or any other related transactions between and among such parties and Spotlight. Spotlight hereby releases and discharges Memcine, UIRF, and Founder, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys' fees and costs actually incurred) and punitive damages, of any nature whatsoever, known or unknown, which Spotlight has, or may have had, against Memcine, UIRF, and Founder, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Investment Agreement, Shareholders Agreement, and/or any other related transactions between and among Spotlight, Memcine, UIRF, and Founder. This Agreement resolves any claim for relief that is, or could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys attorneys' fees related to or arising from the DebtInvestment Agreement, Shareholders Agreement, and/or any other related matter between the parties. The parties acknowledge that (a) the consideration set forth in this Agreement is in full settlement of all claims or losses of whatsoever kind or character that they have, or may ever have had, against the other party, as broadly described above, and (b) by signing this Agreement and accepting the consideration provided herein and the benefits of it, they are giving up forever any right to seek further monetary or other relief from the other party, as broadly described above, for any acts or omissions up to and including the Effective Date. The parties agree that except for the obligations set forth in this Agreement, after the Effective Date there shall be no further obligations or liabilities between the parties.

Mutual Release. The Except for their obligations under this Agreement, including with respect to the Settlement Payment and the Warrant Agreement, the Parties, on behalf of each for themselves, their respective trustees, beneficiaries, managers, members, boards of directors, officers, shareholders, assigns, employees, agents, predecessors, heirs, executors, and administrators, successors, subsidiary entities, former entities, attorneys, and any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of the others’ trustees, beneficiaries, managers, members, boards of directors, officers, shareholders, assigns, employees, agents, predecessors, successors, direct and indirect parent companiesheirs, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assignsexecutors, and its and their pastadministrators, presentsubsidiary entities, and future officers, directors, shareholders, interest holders, members, partnersformer entities, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons others acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with themother, and each of them, from any and all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, manner of action or actions, cause or causes of action, in law or in equity, suits, rightsdebts, liens, contracts (express, implied in fact, or implied by law), agreements, promises, liabilities, claims, set offs, rights and claims for indemnity and/ or contribution, refunds, overpayments, demands, costsdamages, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damagesor expenses, of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, which either Party haseach now has or may hereafter have by reason of any matter, cause, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising thing whatsoever from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterizedbeginning of time to the date hereof, including, without limitationlimiting the generality of the foregoing, compensatory damagesany matters that have or might have been in any way raised, damages for breach by petition, complaint, cross-complaint or otherwise in the Litigation, including without limitation any claim or demand arising under the Lease or the LC or relating to the Premises (the “Released Claims”). The Released Claims include all claims of contractevery kind and nature, bad faith damagesknown or unknown, reliance damagessuspected or unsuspected, liquidated damagesforeseen or unforeseen, damages for humiliation that can be legally released. The Parties hereby expressly agree to release such unknown and embarrassmentunsuspected claims, punitive damagesand except as otherwise stated in this Agreement, costs waive any and attorneys fees related all rights they may have under any applicable statute, including but not limited to California Civil Code Section 1542 or arising from statute or common law principles which would limit the Debt.effect of this Agreement to those claims actually known or suspected to exist at the time of the effectiveness of this Release. The Parties acknowledge that they have been advised to consult with legal counsel and are familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows:

Mutual Release. The Parties2.1 In consideration of the agreements and covenants set forth hereinabove and hereinbelow, on behalf the sufficiency of which is hereby acknowledged and confessed, Core Concepts, ▇▇▇▇▇ and ▇▇▇▇, for themselves, and their predecessorsagents, servants, directors, managers, members, representatives, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates employees and assigns, hereby release, acquit and forever discharge New Century, its current and their pastformer agents, presentattorneys, and future officers, directors, shareholdersservants, interest holdersrepresentatives, memberssuccessors, partnersemployees and assigns from any and all rights, obligations, claims, demands and causes of action, whether in contract, tort, or state and/or federal securities regulations, arising from or relating to the Dispute as well as any other potential claims including all obligations arising therefrom, and omissions and/or conduct of New Century and/or their agents, attorneys, agentsservants, representatives, successors, employees, managersdirectors, officers and assigns, relating to the Dispute as well as any other potential claims. 2.2 In consideration of the agreements and covenants set forth hereinabove and hereinbelow, the sufficiency of which is hereby acknowledged and confessed, New Century, for itself, and its agents, servants, representatives, assignssuccessors, employees and assigns hereby releases, acquits and forever discharges Core Concepts, ▇▇▇▇▇ and ▇▇▇▇, and successors in interesttheir agents, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managersservants, representatives, successors, employees and assigns and successors in interest, from any and all persons acting byrights, through, under or in concert with them, and each of them, from all known and unknown charges, complaintsobligations, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, demands and causes of action, suitswhether in contract, rightstort, demandsor state and/or federal securities regulations, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (arising from or relating to the Dispute as well as any other potential claims including attorneys’ fees and costs actually incurred)all obligations arising therefrom, and punitive damagesomissions and/or conduct of Core Concepts, ▇▇▇▇▇ and ▇▇▇▇ and/or their agents, servants, representatives, successors, employees, directors, officers and assigns, relating to the Dispute as well as any other potential claims. 2.3 The foregoing releases by the Parties relate to disputed claims for the purpose of avoiding the costs and risks associated with litigation of the Dispute. Nothing in this Agreement is intended to be or shall be construed as an admission of any nature whatsoever, known fact or unknown, which either Party has, obligation or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, admissible for any acts or omissions related purpose except the enforcement of the provisions of this Agreement. It is intended that all claims and potential claims of the Parties against one another are released pursuant to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debtthis AGREEMENT.

Mutual Release. The Parties(a) Effective on the Surrender Date and upon satisfaction of the applicable terms and conditions set forth in this Seventh Amendment and except as set forth in Section 4(e) below, Lessor, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, itself and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneysmanagers, agents, employees, managers, representatives, assignsattorneys, and successors in interestrepresentatives (collectively, the “Releasing Landlord Parties”) hereby releases, acquits, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns forever discharges Lessee and its and their pastsubsidiaries, presentaffiliates, and future officerspartners, shareholders, directors, shareholders, interest holders, members, partners, attorneysofficers, agents, employees, managersattorneys, and representatives, assigns and successors in interestas well as the respective heirs, personal representatives, successors, and assigns of any and all persons acting byof them (collectively, throughthe “Released Tenant Parties”) from any and all losses, under or in concert with them, and each of them, from all known and unknown charges, complaintsdamages, claims, grievancesdemands, liabilities, obligations, promises, agreements, controversies, damagesdebts, actions, causes of action, suits, rightscontracts, demandsagreements, costsobligations, lossesaccounts, debtsdefenses, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distressoffsets, expenses (including including, without limitation, court costs, the deductible amount of any insurance, attorneys’ fees fees, charges, and costs actually incurreddisbursements), and punitive damages, liabilities of any nature whatsoeverkind or character whatsoever (each a “Loss” and collectively, “Losses”), known or unknown, suspected or unsuspected, in contract or in tort, at law or in equity, which either Party hasthe Releasing Landlord Parties ever had, now have, or may have hadmight hereafter have, against the Released Tenant Parties, jointly or severally, for or by reason of any matter, cause or thing whatsoever, occurring prior to the Surrender Date, which relates to, in whole or in part, directly or indirectly: (a) the relationship between the Parties as landlord and tenant respecting the Surrendered Space only; (b) the Lease respecting the Surrendered Space only; and (c) the Surrendered Space; in each case, excepting only the rights created or reserved by this Seventh Amendment. (b) Effective on the Surrender Date and upon satisfaction of the applicable terms and conditions set forth in this Seventh Amendment and except as set forth in Section 4(e), Lessee, on behalf of itself and its officers, directors, shareholders, agents, employees, attorneys, agents, and representatives (collectively, the “Releasing Tenant Parties”, and with the Releasing Landlord Parties, the “Releasing Parties”) hereby releases, acquits, and forever discharges Lessor and its subsidiaries, affiliates, members, managers, partners, agents, employees, attorneys, and representatives, as well as the respective heirs, personal representatives, successors, and assigns of any and all of them (collectively, the “Released Landlord Parties” and with the Released Tenant Parties, the “Released Parties”) from any and all Losses, known or unknown, suspected or unsuspected, in contract or in tort, at law or in equity, which the Releasing Tenant Parties ever had, now have or might hereafter have, against the Released Landlord Parties, jointly or severally, for or by reason of any matter, cause or thing whatsoever, occurring prior to the Surrender Date, which relates to, in whole or in part, directly or indirectly: (i) the relationship between the Parties as landlord and tenant respecting the Surrendered Space only; (ii) the Lease respecting the Surrendered Space only; and (iii) the Surrendered Space; in each case, excepting only the rights created or reserved by this Seventh Amendment. (c) Each of the Releasing Parties acknowledges that he, she, or it has been informed by his, her, or its attorneys of the provisions of Section 1542 of the Civil Code of the State of California, and does hereby expressly waive and relinquish all rights and benefits that he, she, or it has or may have, or had under that section (and under any and all similar provisions contained in the law of any and all other Partyjurisdictions, whether within and without the United States), respecting the Losses released in this Article 4, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. (d) Each of the Releasing Parties acknowledges that it may hereafter discover facts or not apparent law different from or yet in addition to those it now knows or believes to be discoveredtrue in respect to the Losses released in this Article 4. Each of the Releasing Parties agrees that the releases in this Article 4 shall be and remain in effect as complete, general, and mutual releases as to the matters released, notwithstanding any such additional facts or law. (e) It is the express intention of the Releasing Parties and the Released Parties, and each of them, that the Losses released pursuant to this Article 4 above do not include Losses, if any, which arise from, pertain to, or which may hereafter develop, for any acts or omissions related to or arising from are based upon: (1) the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterizedSurviving Obligations (as limited by the last sentence of Section 3(a) above); (2) a breach of this Seventh Amendment, including, without limitation, compensatory damages, damages for a breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation any representations and embarrassment, punitive damages, costs and attorneys fees related to warranties set forth in this Seventh Amendment; (3) a breach of the Lease respecting the Remaining Premises; or arising from (4) the DebtRemaining Premises.

Mutual Release. The PartiesAs of the Closing (but only if the Closing actually occurs), on behalf (a) each of themselvesBuyer and its Subsidiaries (including the Company and its Subsidiaries) (each, a “Releasing Buyer Person”), hereby releases and forever discharges the Sellers and each of their predecessorsAffiliates, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their pastformer, presentcurrent or future direct or indirect stockholders, and future officersequity holders, controlling persons, portfolio companies, directors, shareholdersofficers, interest holdersemployees, incorporators, managers, members, trustees, general or limited partners, attorneys, agents, employeesattorneys or other Representatives (in each case, managerssolely in their capacities as such) (each, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, a “Released Sellers Person”) from all known and unknown chargesdebts, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actionsdemands, causes of action, suits, rightscovenants, demandstorts, costsdamages and any and all claims, lossesdefenses, debtsoffsets, penaltiesjudgments, fees, wages, medical costs, pain demands and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damagesliabilities whatsoever, of any nature whatsoeverevery name and nature, both at law and in equity, known or unknown, which either Party hasaccrued or unaccrued, that have been or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been allegedasserted against any Released Sellers Person, no matter how characterizedthat any Releasing Buyer Person has or ever had, that arises out of or in any way relates to events, circumstances or actions occurring, existing or taken prior to or as of the Closing in respect of matters relating to Company and its Subsidiaries, and (b) each of Sellers and its Subsidiaries (each, a “Releasing Sellers Person”), hereby releases and forever discharges Buyer and each of its Affiliates (including, without limitationas of immediately following the Closing, compensatory damagesthe Acquired Companies), successors, assigns, former, current or future direct or indirect stockholders, equity holders, controlling persons, portfolio companies, directors, officers, employees, incorporators, managers, members, trustees, general or limited partners, agents, attorneys or other Representatives (in each case, solely in their capacities as such) (each, a “Released Buyer Person”) from all debts, demands, causes of action, suits, covenants, torts, damages for breach and any and all claims, defenses, offsets, judgments, demands and liabilities whatsoever, of contractevery name and nature, bad faith damagesboth at law and in equity, reliance damagesknown or unknown, liquidated damagesaccrued or unaccrued, damages for humiliation and embarrassmentthat have been or could have been asserted against any Released Buyer Person, punitive damagesthat any Releasing Sellers Person has or ever had, costs and attorneys fees related that arises out of or in any way relates to events, circumstances or actions occurring, existing or taken prior to or as of the Closing in respect of matters relating to the Company and its Subsidiaries; provided, however, that the parties acknowledge and agree that this Section 2.07 does not apply to and shall not constitute a release of any rights or obligations (i) to the extent arising from under this Agreement, the Debt.Original SPA (and any other Transaction Agreements (as defined in the Original SPA) or any certificate or other instrument delivered by or on behalf of any party hereto pursuant to any of the foregoing or (ii) under the Shareholders’ Agreement to the extent such rights or

Mutual Release. The Parties(a) In consideration of the covenants, agreements, and undertakings of the Parties under this Termination and Release Agreement, effective upon the receipt of payment by Generating Alpha Ltd. of the Termination Payment, each Party, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, itself and its respective present and their pastformer parents, presentsubsidiaries, and future affiliates, officers, directors, shareholders, interest holders, members, partnerssuccessors, attorneysand assigns (collectively, agents"Releasors") hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employeesrepresentatives, managerspermitted successors, and permitted assigns predecessors, agents, subrogees, insurers, personal representatives, legal representatives, transferees, assigns and successors in interestinterest of assigns, and any firm, trust, partnership, corporation, investment vehicle, fund or other entity managed or controlled by the Parties (collectively, "Releasees") of and from any and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, losses, liabilities, rights, demandsdebts, dues, sums of money, accounts, reckonings, obligations, costs, lossesexpenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, including all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), complaints, defenses, debts, penaltiesaccounts, feescovenants, wagescontroversies, medical costsagreements, pain and sufferingpromises, mental anguishlosses, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, orders, judgments and demands of any nature whatsoever, in law or equity, known or unknown, of any kind, or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, (collectively, "Claims"), which either Party hasany of such Releasors ever had, now have, or hereafter can, shall, or may have hadagainst any of such Releasees for, against upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Termination and Release Agreement arising out of or relating to the Transaction Documents, except for any Claims relating to rights and obligations preserved by, created by, or otherwise arising out of this Termination and Release Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 4, and which, if known at the time of signing this Termination and Release Agreement, may have materially affected this Termination and Release Agreement and such Party's decision to enter into it and grant the release contained in this Section 4. Nevertheless, the Releasors intend to fully, finally, and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 4, whether known or not apparent unknown, foreseen or yet to be discoveredunforeseen, or which may hereafter developsuspected or unsuspected, for and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any acts right or omissions related to Claim that might arise as a result of such different or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to additional Claims or arising from the Debtfacts.

Mutual Release. (a) The PartiesCompany, on behalf of themselvesitself, its subsidiaries and their respective successors, assigns, and other legal representatives, hereby, jointly and severally, absolutely, unconditionally and irrevocably releases, remises and forever discharges the Investors, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates successors and assigns, and its their respective present and their pastformer shareholders, presentaffiliates, and future officerssubsidiaries, divisions, predecessors, directors, shareholders, interest holders, members, partnersofficers, attorneys, agents, employees, managers, representatives, assigns, agents and successors in interest, other representatives (the Investors and all persons acting bysuch other parties being hereinafter referred to collectively as the “Investor Releasees” and individually as an “Investor Releasee”), through, under, or in concert with them, of and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damagesdemands, actions, causes of action, suits, rightscovenants, demandscontracts, costscontroversies, lossesagreements, debtspromises, penaltiessums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which the Company, its subsidiaries, or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Investor Releasees or any of them for, upon, or by reason of any nature, cause or thing whatsoever which arises at any time on or prior to the Effective Date, for or on account of, or in relation to, or in any way in connection with the Note Documents, as amended and supplemented through the Effective Date. (b) Subject to the Company’s obligations pursuant to Section 2 hereof, each of the Investors, on behalf of itself, its subsidiaries and its respective successors, assigns, and other legal representatives, hereby, releases, remises and forever discharges the Company, its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, directors, officers, employees, agents and other representatives (the Company and all such other parties being hereinafter referred to collectively as the “Company Releasees” and individually as a “Company Releasee”), of and from all Claims of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which such Investors, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Company Releasees or any of them for, upon, or by reason of any nature, cause or thing whatsoever which arises at any time on or prior to the Effective Date, for or on account of, or in relation to the amount of principal, accrued interest, prepayment premiums, fees, wagescosts and other expenses payable to the Investors prior to and including the date hereof. (c) Except as set forth in Section 2 above, medical costseach of the Investors and the Company, pain for itself and sufferingits representatives and assigns, mental anguishunderstands, emotional distressacknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, expenses suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (including d) Except as set forth in Section 2 above, each of the Investors and the Company, for itself and its representatives and assigns, agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final and unconditional nature of the release set forth above. (e) Except as set forth in Section 2 above, each of the Investors and the Company, on behalf of itself, its subsidiaries and their respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, jointly and severally, covenants and agrees with each Company Releasee or Investor Releasee, as the case may be, that it will not s▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Company Releasee or Investor Releasee, as the case may be, on the basis of any Claim released, remised and discharged by such party pursuant to this Section 6. If the Company or its subsidiaries violates the foregoing covenant, the Company agrees to pay, in addition to such other damages as any Investor Releasee may sustain as a result of such violation, all attorneys’ fees and costs actually incurred)incurred by any Investor Releasee as a result of such violation. If an Investor or its representatives or assigns violates the foregoing covenant, such Investor agrees to pay, in addition to such other damages as any Company Releasee may sustain as a result of such violation, all attorneys’ fees and punitive damages, costs incurred by any Company Releasee as a result of any nature whatsoever, known or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debtsuch violation.

Mutual Release. (a) The PartiesCompany, on behalf of themselvesitself, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assignsits Affiliates, and its and their pastrespective Representatives (collectively, presentthe “Company Releasing Parties”) hereby waive, release and fully discharge, to the fullest extent permitted under applicable Law, Purchaser, its Affiliates, and future officerstheir respective Representatives (collectively, directorsthe “Purchaser Released Parties”), shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, from and successors in interest, against any and all persons acting byrights, throughclaims, undercounterclaims, remedies, liabilities, demands, covenants, costs, damages, expenses, dues, accounts, bonds, Contracts, executions, judgments, actions and causes of action, whether known or unknown, vested or contingent, express or implied, whether in law or equity or whether sounding in contract or tort, which any Company Releasing Party may have, directly or indirectly, against any Purchaser Released Party, now or in concert with themthe future, and each of themthat in any way relate (directly or indirectly) to the Securities Purchase Agreement, hereby release and discharge the other PartyWarrant, together with their predecessorsthe Registration Rights Agreement and/or the Director Indemnification Agreement, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoingtransactions, affiliates instruments or ancillary agreements contemplated by the Securities Purchase Agreement, the Warrant, the Registration Rights Agreement and/or the Director Indemnification or the subject matter or negotiation thereof, other than with respect to this Termination Agreement. (b) Each of Purchaser and assigns ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, on its and his behalf and on behalf of its and his Affiliates and its and their pastand his respective Representatives (collectively, presentthe “Purchaser Releasing Parties”) hereby waive, release and fully discharge, to the fullest extent permitted under applicable Law, the Company, its Affiliates, and future officerstheir respective Representatives (collectively, directorsthe “Company Released Parties”), shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns from and successors in interest, against any and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaintsrights, claims, grievancescounterclaims, remedies, liabilities, obligationsdemands, promisescovenants, agreements, controversiescosts, damages, actionsexpenses, dues, accounts, bonds, Contracts, executions, judgments, actions and causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, whether known or unknown, vested or contingent, express or implied, whether in law or equity or whether sounding in contract or tort, which either any Purchaser Releasing Party hasmay have, directly or may have hadindirectly, against any Company Released Party, now or in the future, that in any way relate (directly or indirectly) to the Securities Purchase Agreement, the Warrant, the Registration Rights Agreement and/or the Director Indemnification Agreement, any of the transactions, instruments or ancillary agreements contemplated by the Securities Purchase Agreement, the Warrant, the Registration Rights Agreement and/or the Director Indemnification Agreement or the subject matter or negotiation thereof, other Partythan with respect to this Termination Agreement. The Company Releasing Parties and the Purchaser Releasing Parties are sometimes collectively referred to herein as the “Releasing Parties.” (c) The releases set forth in Section 2(a) and Section 2(b) extend to all claims identified therein of any nature, whether or not apparent known, expected or yet anticipated to be discoveredexist in favor of either Company Releasing Parties or Purchaser Releasing Parties against any Purchaser Released Party or Company Released Party, as applicable, regardless of whether any unknown, unsuspected or which may hereafter developunanticipated claim would materially affect settlement and compromise of any matter mentioned herein. In making this voluntary express waiver, for any acts the Releasing Parties acknowledge that claims or omissions related facts in addition to or arising different from those which are now known to exist with respect to the Debt. This Agreement resolves matters mentioned herein or may later be discovered and that it is the Releasing Parties’ respective intentions to hereby fully and forever settle and release any claim for relief that could have been allegedand all matters identified in Section 2(a) and Section 2(b), no matter how characterized, including, without limitation, compensatory damages, damages for breach regardless of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to the possibility of later discovered claims or arising from the Debtfacts.

Mutual Release. The PartiesEffective as of the Closing (but only if the Closing actually occurs), except for any rights or obligations under this Agreement and the other Transaction Agreements (and/or any rights in respect of employment Taxes and/or social security contributions and/or statutory rights in respect of any secondary Tax Liabilities), Buyer, on behalf of themselvesitself and each of its Subsidiaries (including the Companies), their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of on the foregoing, affiliates and assignsone hand, and Seller, on behalf of itself and each of its Subsidiaries, on the other hand, and each of its and their respective past, present, and present and/or future officers, directors, shareholdersemployees, interest holdersagents, general or limited partners, managers, management companies, members, partnersadvisors, attorneysstockholders, agentsequity holders, employeescontrolling Persons, managersother representatives or Affiliates, representativesor any heir, assignsexecutor, administrator, successor or assign of any of the foregoing (collectively, as applicable, the “Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges Seller and its Affiliates (other than the Companies), in the case of Buyer, and successors Buyer and its Affiliates (including the Companies), in interest, and all persons acting by, through, under, or in concert with themthe case of Seller, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their ’s respective past, present, and present or future officers, directors, shareholdersemployees, interest holdersagents, general or limited partners, managers, management companies, members, partnersadvisors, attorneysstockholders, agentsequity holders, employeescontrolling Persons, managersother representatives or Affiliates, representativesor any heir, assigns executor, administrator, successor or assign of any of the foregoing (collectively, as applicable, the “Released Parties”) of and successors in interest, from any and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rightsProceedings, demandsexecutions, costsjudgments, lossesduties, debts, penaltiesdues, feesaccounts, wagesbonds, medical costs, pain Contracts and suffering, mental anguish, emotional distress, expenses covenants (including attorneys’ fees and costs actually incurredwhether express or implied), and punitive damagesclaims and demands whatsoever whether in law or in equity (whether based upon contract, tort or otherwise) which the Releasing Parties may have against each of the Released Parties, now or in the future, in each case, in respect of negotiation, execution or performance of this Agreement or the transactions contemplated by this Agreement (including any representation or warranty made in connection with, or as an inducement to a party’s entry into this Agreement) or any other Transaction Agreement or the transactions contemplated by any such other Transaction Agreement; provided, however, that nothing contained in this ‎Section 5.14 shall release waive, discharge, relinquish or otherwise affect the rights or obligations of any nature whatsoever, known Person under this Agreement or unknown, which either Party has, or may have had, against the any other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the DebtTransaction Agreement.

Mutual Release. (i) The Partiesreleases set forth in Section 12.21 of the Management Agreement shall survive termination. The following releases are in addition to and supplemental to the aforesaid releases. (ii) Subject only to the provisions of subparagraph 14(c) below, Owner, on its own behalf and on behalf of themselves, their predecessors, successors, direct each of its present and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, former members, partners, attorneysstockholders, trustees, beneficiaries, predecessors with respect to the Management Agreement, successors, affiliates, subsidiaries, parents, assigns, heirs, agents, directors, officers, employees, managers, representatives, assigns, and successors in interest, and all persons Persons acting by, through, under, under or in concert with them, or any of them (collectively, the “Owner Release Parties”) does hereby release and forever discharge the Operator and each of themits present and former members, hereby release and discharge the other Partypartners, together with their stockholders, trustees, beneficiaries, predecessors, successors, direct and indirect parent companiesaffiliates, direct and indirect subsidiary companiessubsidiaries, companies under common control with any of the foregoingparents, affiliates and assigns and its and their pastassigns, presentheirs, and future officersagents, directors, shareholdersofficers, interest holders, membersemployees, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, or any of them (collectively, the “Operator Release Parties”), of and each from any and all manner of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, action or actions, cause or causes of action, in law or in equity, suits, rightsdebts, liens, contracts, agreements, promises, liability, claims, demands, costsdamages, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damagesor expenses, of any nature whatsoever, known or unknown, fixed or contingent, whether now existing or hereafter arising based upon or relating to the ownership, operation or management of any of the Resort prior to the Execution Date (collectively, “Released Claims”), provided, however, that this release shall not affect, waive, limit, modify or otherwise change in any manner the Parties’ obligations set forth in this Agreement, which either Party hasobligations shall remain in full force and effect. (iii) Subject only to the provisions of subparagraph 14(c) below, or may have hadOperator, against on its own behalf and on behalf of each of the other PartyOperator Release Parties, whether does hereby release and forever discharge each of the Owner Release Parties of and from any and all manner of Released Claims, provided, however, that this release shall not affect, waive, limit, modify or not apparent or yet to be discoveredotherwise change in any manner the Parties’ obligations set forth in this Agreement, or which may hereafter develop, for any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation obligations shall remain in full force and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debteffect.