Common use of Mutual Release Clause in Contracts

Mutual Release. (a) The Shareholder, solely in such capacity as a Shareholder of the Company, hereby releases and discharges 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, employees, agents, attorneys and representatives) from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, 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, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which 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), 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, 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 itself (as applicable) and the Shareholder’s affiliates, each (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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. (a) The ShareholderParties, solely in such capacity as a Shareholder 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 Companyforegoing, hereby releases affiliates and discharges Parentassigns, the Company, the Surviving Corporation and its and their respective past, present, and future officers, directors, employeesshareholders, interest holders, members, partners, attorneys, agents, attorneysemployees, 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 the respective heirsits and their past, executorspresent, administrators, representatives, successors and assigns of such future officers, directors, employeesshareholders, interest holders, members, partners, attorneys, agents, attorneys employees, managers, representatives, assigns and representatives) from any 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, debtsrights, sums of moneydemands, controversiescosts, agreementslosses, promisesNotes, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, judgments, claims and demands of any nature whatsoever, at law known or in equityunknown, which the Shareholdereither Party has, 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 had, against the Parent other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for failure any acts or omissions related to pay or arising from the purchase price Note. This Agreement resolves any claim for the Shares tendered pursuant to Section 1.3 or otherwise relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of the Merger Agreement. (b) Parentcontract, 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, sums of money, controversies, agreements, promises, bad faith damages, judgmentsreliance damages, claims liquidated damages, damages for humiliation and demands whatsoeverembarrassment, at law punitive damages, costs and attorneys’ fees related to or in equity, which Parent, arising from 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), 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 AgreementNote. (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, 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 itself (as applicable) and the Shareholder’s affiliates, each (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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. (a) The ShareholderPartnership, solely in such capacity as a Shareholder Elite and Clinicis, each on its own behalf and on behalf of the Companyits respective past, hereby releases present and discharges Parentfuture affiliates, the Companypredecessors, the Surviving Corporation successors and their respective officersassigns, directors, 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 (assigns, and the respective heirs, executors, administrators, representatives, successors any and assigns of such officers, directors, all employees, agents, attorneys attorneys, officers, directors and representativesholders of any class of security of any of the foregoing (each of the foregoing, as applicable, a "Released Party") from from, any and all claimsdirect or indirect, actions, causes of action, suits, known or unknown and suspected or unsuspected debts, sums obligations or liabilities of moneyany nature, controversieswhether absolute, agreementsaccrued, promisescontingent, liquidated or otherwise, and whether due or to become due, asserted or unasserted; claims; demands; actions; causes; contingencies; suits; damages, judgments, claims ; costs and demands expenses whatsoever, at law or in equity, which the Shareholderin tort, solely as a result 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 Shareholder’s status as a Shareholder Prior Agreements that such Releasing Party or any of the Companyits affiliates, had predecessors, successors or assigns ever had, now has as of the date of this Agreement, upon have or by reason of may have against any matter, cause or thing whatsoever relating, directly or indirectly, to ParentReleased Party (collectively, the Company or the Surviving Corporation"Released Claims"); provided, however, that this release shall each such Releasing Party expressly reserves, and does not cover release, any claims the Shareholder contractual rights it may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 a Released Party (a) under this Termination Agreement; or otherwise for breach of the Merger Agreement. (b) Parent, for fees and expenses earned or accrued under 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, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which 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), had or now has Prior Agreements as of the date of this Agreement, upon Effective Date and listed on Exhibit A 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, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives)Exhibit B attached hereto, and the Shareholdersame 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, on behalf public or private. Each Releasing Party represents that it (i) has agreed to this release knowingly and voluntarily and in the absence of himselfany fraud, herself mistake, duress, coercion or itself undue influence; (as applicableii) and the Shareholder’s affiliates, each (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 Californiato obtain, and has had reasonable opportunity to obtain, counsel from its legal representatives prior to executing and delivering this release; and (Biii) hereby expressly waives has not assigned any claims or rights in connection with the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 subject matter of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12release.

Mutual Release. Upon the Closing Date, (a) The ShareholderSeller shall, solely in such capacity as a Shareholder on behalf of the Companyitself and each of its predecessors, hereby releases successors, present and discharges Parentformer affiliates, the Companysubsidiaries, the Surviving Corporation and their respective parents, assigns, officers, directors, employeesstockholders, agentspartners, attorneysmanagers, representativesmembers, successors employees and assigns agents and each and all of their respective affiliates and subsidiaries (collectively, the “Seller Related Parties”) release and the forever discharge Buyer and its respective heirspredecessors, executorssuccessors, administratorspresent and former affiliates, representativessubsidiaries, successors and assigns of such parents, assigns, officers, directors, employeesstockholders, agentspartners, attorneys managers, members, employees and representativesagents and each and all of their respective affiliates and subsidiaries (collectively, the “Buyer Related Parties”) from any and all claims, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, controversies, agreements, promises, damages, (whether compensatory, punitive, statutory, interest, costs, attorneys’ fees or otherwise), judgments, claims executions, claims, counterclaims, demands, and demands whatsoeverother forms of liability howsoever denominated, whether at law or in equity, whether based on contract, tort, statute or otherwise (collectively, the “Released Claims”), which each and all of the ShareholderSeller Related Parties now owns or holds, solely has at any time heretofore owned or held or may hereafter own or hold against any one or more of the Buyer Related Parties as a result of, arising out of or relating in any way to the Shareholder’s status as a Shareholder of the Company, had or now has as of the date of this Company Operating 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 Management Agreement. (b) Parent, the Company, the Surviving Corporation Subsidiaries or the Property and their respective any other lease, license, agreement, arrangement or understanding (whether written or otherwise) in any 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, employeesstockholders, agentspartners, attorneysmanagers, representativesmembers, successors employees and assigns agents and each and all of their respective affiliates and subsidiaries (and collectively, the respective heirs“Buyer Related Parties”), executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and forever discharge Shareholdereach and all of the Seller Related Parties from the Released Claims which each and all of the Buyer Related Parties now owns or holds, solely in such capacity 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 Shareholder result of, arising out of or relating in any way to the Company, from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which ParentProperty-Related Obligations. Notwithstanding the foregoing, the Company, term “Released Claims” shall not include any claims arising out of obligations under this Agreement. The releases described this Section 11 shall be self-operative upon the Surviving Corporation Closing and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and shall not require the respective heirs, executors, administrators, representatives, successors and assigns execution of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of the date any additional instrument. The provisions of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, Section 11 shall survive 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 AgreementClosing. (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, 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 itself (as applicable) and the Shareholder’s affiliates, each (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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. (a) The Shareholder, solely in such capacity as a Shareholder In consideration of the Companycovenants, hereby releases agreements and discharges Parentundertakings of the parties hereunder, effective upon the CompanyEffective Date, the Surviving Corporation each of ▇▇▇▇ Park and ▇▇▇▇▇▇▇▇▇, on behalf of itself, its predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, Affiliates and assigns, and its and their respective past, present and future officers, directors, employeesstockholders, interest holders, Principals, attorneys, agents, attorneysemployees, 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 “▇▇▇▇▇▇▇▇▇ 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 the respective heirsits and their past, executors, administrators, representatives, successors present and assigns of such future officers, directors, employeesstockholders, interest holders, Principals, attorneys, agents, attorneys employees, managers, representatives, assigns and representatives) from any 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, sums of moneypenalties, controversiesfees, agreementswages, promisesmedical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred) and punitive damages, judgments, claims and demands of any nature whatsoever, at law known or in equityunknown, which either such ▇▇▇▇▇▇▇▇▇ Releasor has, or may have had, against any 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 Shareholder, solely as ▇▇▇▇ Park Purchase Agreement or (ii) any other actions or omissions of a result of Company Releasee prior to the Shareholder’s status as a Shareholder of date hereof and relating to the Company. Each ▇▇▇▇▇▇▇▇▇ Releasor further agrees that, had following the Effective Date, it shall not initiate or now has as 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 of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, hereof and relating 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 AgreementCompany. (b) ParentIn consideration of the covenants, agreements and undertakings of the parties hereunder, effective upon the Effective Date, the Company, the Surviving Corporation on behalf of itself, its predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, Affiliates and assigns, and its and their respective past, present and future officers, directors, employeesstockholders, interest holders, Principals, attorneys, agents, attorneysemployees, 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 the respective heirsits and their past, executors, administrators, representatives, successors present and assigns of such future officers, directors, shareholdersstockholders, interest holders, Principals, attorneys, agents, employees, agentsmanagers, attorneys representatives, assigns and representatives) hereby release successors in interest, and discharge Shareholderall Persons acting by, solely through, under or in concert with them, and each of them (each such party, in such capacity as capacity, a Shareholder of the Company“▇▇▇▇▇▇▇▇▇ Releasee”), from all known and unknown charges, complaints, claims (including, without limitation, any and all derivative or class action claims), grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, sums of moneypenalties, controversiesfees, agreementswages, promisesmedical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred) and punitive damages, judgments, claims and demands of any nature whatsoever, at law known or in equityunknown, which Parenteither 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, 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), 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 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’ fees related to or arising from any of the release under this matters set forth in Section 5.12, Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable10(a) and the Shareholder’s affiliates, each (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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives10(b), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. (a) The Shareholder3.1 Except for the obligations set forth in this Settlement Agreement, solely in such capacity as a Shareholder of the Company, NuRx hereby forever releases and discharges ParentDYVA and its past and present subsidiary corporations, the Companyparent corporations, the Surviving Corporation and their respective officersaffiliates, directorspartners, employeesmembers, agentsjoint venturers, attorneys, representatives, successors and assigns (and the respective heirs, executorssuccessors, administratorsassigns, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives) from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, 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 representativesinsurers (in their individual and representative capacities) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Company, from any and all claims, demands, losses, damages, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damagesliabilities, judgmentsobligations, claims and demands liens, costs, expenses, attorneys’ fees, indemnities, subrogations (contractual or equitable) or duties, of any nature, character or description whatsoever, at law whether known or in equityunknown, which Parentfixed or contingent, accrued or not yet accrued, matured or not yet matured, anticipated or unanticipated, asserted or unasserted, arising from or related to, directly or indirectly, the CompanyLawsuit. 3.2 Except for the obligations set forth in this Settlement Agreement, and upon the Surviving Corporation receipt of all of the consideration specified in Section 2, DYVA forever releases and their respective officersdischarges NuRx and its past and present subsidiary corporations, directorsparent corporations, employeesaffiliates, agentspartners, attorneysmembers, representativesjoint venturers, successors and assigns (and the respective heirs, executorssuccessors, administratorsassigns, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives)insurers (in their individual and representative capacities) from any and all claims, had demands, losses, damages, actions, causes of action, suits, debts, promises, liabilities, obligations, liens, costs, expenses, attorneys’ fees, indemnities, subrogations (contractual or now has as of the date of this Agreementequitable) or duties, upon or by reason of any matternature, cause character or thing whatsoever relatingdescription whatsoever, whether known or unknown, fixed or contingent, accrued or not yet accrued, matured or not yet matured, anticipated or unanticipated, asserted or unasserted, arising from or related to, 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 AgreementLawsuit. (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, 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 itself (as applicable) and the Shareholder’s affiliates, each (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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. (ai) The ShareholderAs a material inducement for the Company to enter into this Agreement, solely in such capacity effective as a Shareholder of the Closing Date, the Seller (on behalf of himself and his successors and assigns) hereby unequivocally, voluntarily, knowingly, willingly, unconditionally, completely, irrevocably and immediately remises, releases and discharges the Company, hereby releases its stockholders, and discharges Parent, the Company, the Surviving Corporation and each of their respective officersAffiliates, directors, employeesmanagers, agents, attorneysinsurers, representativespredecessors, assigns and successors and assigns (and collectively, the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives“Company Released Persons”) from and with respect to any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promisesjudgments, damages, judgmentsliabilities, claims settlements, losses, costs and demands whatsoeverexpenses, including attorneys’ fees and disbursements (collectively, “Losses”) of whatever kind or nature to the extent arising on or prior to the Closing Date, whether at law law, equity or in equityotherwise, whether now known or unknown, and whether or not concealed or hidden, which the ShareholderSeller now has, solely or has ever had or may hereafter have against any of the Company Released Person occurring at any time on or prior to the Closing Date and under any law in any jurisdiction in connection with (A) the acquisition, ownership, transfer, sale or disposition of the Shares, and (B) the Seller’s acts or omissions in his capacity as a result stockholder, Founder, manager, director or employee of the Shareholder’s status Company or its Affiliates, including in connection with the termination of his service as a Shareholder director, manager, or employee (the “Seller Released Claims”); provided that the Seller Released Claims shall not include (1) any claims pursuant to this Agreement or the Sale Cooperation Agreement arising with respect to acts or omissions after the Closing Date, (2) any rights to be indemnified, exculpated or held harmless arising under any indemnification agreement, the Stockholders’ Agreement or bylaws, charter, certificate of incorporation, certificate of formation or any other organizational documents of the CompanyCompany or any of its Affiliates, had or now has any insurance policy of the Company or any of its Affiliates for the benefit of any current or former director, officer, manager or employee of the Company or its Affiliates and (3) any claims that may not be released as a matter of law. It is the intention of the Seller that such release of the Seller Released Claims shall be effective as a bar to each and every demand, claim and proceeding hereinabove specified and in furtherance of such intention, and the Seller, hereby expressly waives, effective as of the date Closing Date, any and all rights and benefits conferred upon the Seller under applicable law and expressly agrees that this release will be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected demands and proceedings, if any, as those relating to any other demands and proceedings hereinabove specified, but only to the extent such provision is applicable to releases such as this Section 4(c)(i). The Seller further agrees to execute any and all additional documents as may be required under any applicable law to give effect to his obligations under this Section 4(c)(i). (ii) As a material inducement for the Seller to enter into 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 effective as of the Merger Agreement. (b) ParentClosing Date, the Company, on behalf of itself and each of its Affiliates, managers, predecessors, assigns and successors (collectively, the Surviving Corporation “Company Parties”), hereby unequivocally, voluntarily, knowingly, willingly, unconditionally, completely, irrevocably and their respective officersimmediately remises, directorsreleases and discharges the Seller and each of his assigns and successors (collectively, employeesthe “Seller Released Persons”) from and with respect to any and all Losses of whatever kind or nature to the extent arising on or prior to the Closing Date, agentswhether at law, attorneysequity or otherwise, representativeswhether now known or unknown, successors and assigns whether or not concealed or hidden, which any of the Company Parties now has, or has ever had or may hereafter have against any of the Seller Released Persons occurring at any time on or prior to the Closing Date in connection with (A) the acquisition, ownership, transfer, sale or disposition of the Shares, and (B) 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 Seller’s acts or omissions in such his capacity as a Shareholder stockholder, Founder, director or employee of the Company or its Affiliates, as applicable (the “Company Released Claims”); provided that the Company Released Claims shall not include (1) any claims pursuant to this Agreement or the Sale Cooperation Agreement arising with respect to acts or omissions that occur after the Closing Date, and (2) any claims that may not be released as a matter of law. It is the intention of Company that such release of the Company Released Claims shall be effective as a bar to each and every demand, claim and proceeding hereinabove specified and in furtherance of such intention, and Company, from hereby expressly waives, effective as of the Closing Date, any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims rights and demands whatsoever, at law or in equity, which 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), had or now has as benefits conferred upon any 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, Parties under applicable law and expressly agrees that this release shall not cover will be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected demands and proceedings, if any, as those relating to any claims other demands and proceedings hereinabove specified, but only to the Parent extent such provision is applicable to releases such as this Section 4(c)(ii). The Company further agrees to execute any and all additional documents as may have against be required under any applicable law to give effect to its and the Shareholder for breach of other Company Parties’ obligations under this AgreementSection 4(c)(ii). (ciii) With respect to the release under this Section 5.12, ParentEach party hereto, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, its successors and assigns (assigns, knowingly and voluntarily hereby expressly waives any and all rights or benefits conferred by 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 itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents provisions of Section 1542 of the California Civil Code of the State of California(“Section 1542”), or any similar law enacted in any other jurisdiction, and (Bexpressly consents that the releases contained in Section 4(c)(i) hereby expressly waives the benefits thereof that heand Section 4(c)(ii) shall each be given full force and effect according to each and all of its express terms and conditions, she including those relating to waiving and releasing all claims, whether now known or itunknown, as applicablesuspected, may have thereunderor unsuspected, and whether or not concealed or hidden. Section 1542 provides: (iv) Each of the Civil Code of the State of California provides as follows: Parentparties hereto, on behalf of itself, the Company and the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, its successors and assigns (assigns, acknowledges that its own legal counsel has explained the effect and importance of the respective heirs, executors, administrators, representatives, successors and assigns provisions of such officers, directors, employees, agents, attorneys and representatives)Section 1542, and of a waiver of the Shareholderprovisions of Section 1542. With this knowledge and understanding, each of the parties hereto, on behalf of himselfitself, herself its successors and assigns, waives and relinquishes any rights or itself benefits that it has or might have under Section 1542 or any similar law enacted in any other jurisdiction. Each of the parties hereto, on behalf of itself, its successors and assigns, acknowledges that it is aware that it might hereafter discover facts in addition to or different from those that it now knows or believes to be true with respect to the subject matter of this Agreement, but it is the intention of the Seller and the Company (as applicableA) hereby to fully and finally forever settle and release any and all matters, disputes and differences, known or unknown, suspected and unsuspected, arising out of, based upon, or relating to, any and all claims, and (B) that the releases contained in Section 4(c)(i) and the Shareholder’s affiliatesSection 4(c)(ii) shall remain in effect as full and complete general releases, also hereby waive the benefits notwithstanding discovery of, and any rights that such party may have underor the existence of, any statute such additional or common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12different facts.

Mutual Release. (a) The Shareholder, solely in such capacity Effective as a Shareholder of the CompanyClosing (but only if the Closing actually occurs), hereby releases except for any rights or obligations under this Agreement and discharges Parentthe 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 itself and each of its Subsidiaries (including the CompanyCompanies), on the Surviving Corporation one 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/or future officers, directors, employees, agents, attorneysgeneral or limited partners, representativesmanagers, successors management companies, members, advisors, stockholders, equity holders, controlling Persons, other representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, as applicable, the “Releasing Parties”), hereby irrevocably and assigns unconditionally releases and forever discharges Seller and its Affiliates (other than the Companies), in the case of Buyer, and Buyer and its Affiliates (including the Companies), in the case of Seller, and each of the foregoing’s respective heirspast, executors, administrators, representatives, successors and assigns of such present or future officers, directors, employees, agents, attorneys general or limited partners, managers, management companies, members, advisors, stockholders, equity holders, controlling Persons, other representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, as applicable, the “Released Parties”) of and representatives) from any and all claims, actions, causes of action, suits, debtsProceedings, sums of money, controversies, agreements, promises, damagesexecutions, judgments, duties, debts, dues, accounts, bonds, Contracts and covenants (whether express or implied), and claims and demands whatsoever, at whatsoever whether in law or in equityequity (whether based upon contract, tort or otherwise) which the Shareholder, solely as a result Releasing Parties may have against each of the Shareholder’s status as a Shareholder Released Parties, now or in the future, in each case, in respect of the Companynegotiation, had execution or now has as of the date performance of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company Agreement or the Surviving Corporationtransactions 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 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 waive, discharge, relinquish or otherwise for breach affect the rights or obligations of the Merger any Person under this Agreement or any other Transaction 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, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which 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), 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, 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 itself (as applicable) and the Shareholder’s affiliates, each (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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. As of the Closing (but only if the Closing actually occurs), (a) The Shareholdereach of Buyer and its Subsidiaries (including the Company and its Subsidiaries) (each, solely in such capacity as a Shareholder of the Company“Releasing Buyer Person”), hereby releases and forever discharges Parentthe Sellers and each of their Affiliates, the Companysuccessors, the Surviving Corporation and their respective officersassigns, former, current or future direct or indirect stockholders, equity holders, controlling persons, portfolio companies, directors, officers, employees, agentsincorporators, attorneysmanagers, representativesmembers, successors and assigns (and the respective heirstrustees, executors, administrators, representatives, successors and assigns of such officers, directors, employeesgeneral or limited partners, agents, attorneys and representativesor other Representatives (in each case, solely in their capacities as such) (each, a “Released Sellers Person”) from any and all claimsdebts, actionsdemands, causes of action, suits, debtscovenants, sums of moneytorts, controversies, agreements, promises, damages, judgments, claims damages 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, actionsdefenses, offsets, judgments, demands and liabilities whatsoever, of every name and nature, both at law and in equity, known or unknown, accrued or unaccrued, that have been or could have been asserted against any Released Sellers Person, that 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, as of immediately following the Closing, the 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, debtscovenants, sums of moneytorts, controversiesdamages and any and all claims, agreementsdefenses, promises, damagesoffsets, judgments, claims demands and demands liabilities whatsoever, of every name and nature, both at law or and in equity, which Parentknown or unknown, the Companyaccrued or unaccrued, the Surviving Corporation and their respective officersthat have been or could have been asserted against any Released Buyer Person, directorsthat any Releasing Sellers Person has or ever had, employeesthat arises out of or in any way relates to events, agentscircumstances or actions occurring, 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), had existing or now has taken prior to or as of the date Closing in respect of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, matters relating to Parent, the Company or the Surviving Corporationand its Subsidiaries; provided, however, that the parties acknowledge and agree that this release Section 2.07 does not apply to and shall not cover constitute a release of any claims rights or obligations (i) to the Parent may have against the Shareholder for breach of extent arising under this Agreement. , the Original SPA (cand any other Transaction Agreements (as defined in the Original SPA) With respect to the release under this Section 5.12, Parent, or any certificate or other instrument delivered by or on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney any party hereto pursuant to any of the contents of Section 1542 of foregoing or (ii) under 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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction Shareholders’ Agreement to the extent relating to the claims released by such party under this Section 5.12.rights or

Mutual Release. (a) The ShareholderExcept for any claim based on fraud and subject to Section 10.18(c), solely in such capacity effective as a Shareholder of the Closing Date, (i) the Company, on behalf of itself and its officers, directors, employees, members, managers and subsidiaries, and each of their respective successors and assigns, hereby releases releases, acquits and discharges Parentforever discharges, to the fullest extent permitted by Law, each Seller and their respective beneficiaries, agents, heirs, executors, trustees, successors and assigns of, from and against any and all actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, which the Company, or its successors or assigns, ever had, now has or may have, in each case solely in connection with the ownership or operation of the Company prior to the Closing, and (ii) each Seller, on behalf of itself and its respective beneficiaries, agents, heirs, executors, trustees, successors and assigns, hereby releases, acquits and forever discharges, to the fullest extent permitted by Law, the Company, from and against any and all actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, which any Seller, or its trustees, beneficiaries, agents, heirs, executors, trustees, successors or assigns, ever had, now has or may have, in each case based upon any fact or action occurring or arising prior to the Surviving Corporation Closing. (b) Subject to Section 10.18(c), the Company agrees not to, and their agrees to cause its respective officers, directors, employees, members, managers and subsidiaries, and each of their respective successors and assigns, not to, assert any such released claim against the Sellers. Subject to Section 10.18(c), each Seller agrees not to, and agrees to cause its respective trustees, beneficiaries, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representativestrustees, successors and assigns of assigns, not to, assert any such officers, directors, employees, agents, attorneys and representatives) from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, 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 released claim against 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, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which 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), 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 Notwithstanding the foregoing, neither Buyer nor the Company, on the one hand, nor any of the Sellers, on the other hand, release and each of them retain, their respective rights and interests under the terms and conditions of this Agreement, the Transaction Documents and the Confidentiality Agreement. Nothing contained in this Section 10.18 shall in any way limit or impair any of the rights of the parties under this Section 5.12, Parent, on behalf of itselfAgreement, the Company and Transaction Documents or 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12Confidentiality Agreement.

Mutual Release. (a) The Shareholder, solely in such capacity as a Shareholder Each member of the CompanyEquity Group, hereby releases for itself and discharges Parentits directors, officers, employees, stockholders, agents, successors, assigns, attorneys and trustees (collectively, the Company"Equity Releasors"), does hereby irrevocably and unconditionally remise, release, acquit, exonerate and forever discharge each member of the Surviving Corporation Patriot/ Interstate Group and their respective directors, officers, directors, employees, stockholders, agents, successors, assigns, attorneys, representativesfinancial advisors, successors investment bankers, lenders and assigns trustees (collectively, the "Patriot and the respective heirsInterstate Released Parties"), executors, administrators, representatives, successors of and assigns of such officers, directors, employees, agents, attorneys and representatives) from any and or all claims, actions, causes of action, suits, debts, dues, sums of money, accounts, claims, demands, covenants, contracts, controversies, promises, agreements, promises, damages, attorney's fees, costs and expenses of suit, obligations, liabilities and judgments, claims and demands whatsoeverof whatever kind or nature, at known or unknown, now existing or which may develop in the future, in law or in equity, which the Shareholder, solely as a result each member of the Shareholder’s status as a Shareholder Equity Group ever had against the Patriot and Interstate Released Parties, now has or which any of the CompanyEquity Releasors hereafter can, had shall or now has as of the date of this Agreementmay have, upon or by reason of any act, omission, matter, cause or thing whatsoever relatingwhatsoever, directly from the beginning of time through the date of this Agreement, arising out of, related to, or indirectly, to Parentin connection with the Master Agreement, the Company Leases, the Merger, the Divestiture, any applications for a new franchise agreement, including, without limitation, claims arising under any statute or law of the Surviving Corporation; providedUnited States (excepting only such state statutory claims as may not be released, howeverregardless of the agreement of the parties, that this as a matter of Law). This release shall not cover apply to (a) any claims existing obligations that members of the Shareholder Patriot/Interstate Group may have against under the Parent for failure to pay Leases, the purchase price for Master Agreement or the Shares tendered pursuant to Section 1.3 or otherwise for breach Existing Guarantees, none of which obligations are in default as of the Merger Agreementdate 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) ParentEach member of the Patriot/Interstate Group, the Companyfor itself and its respective directors, the Surviving Corporation and their respective officers, directors, 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, representativesfinancial advisors, successors investment bankers, lenders and assigns trustees (collectively, the "Equity Released Parties"), of 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 or all claims, actions, causes of action, suits, debts, dues, sums of money, accounts, claims, demands, covenants, contracts, controversies, promises, agreements, promises, damages, attorney's fees, costs and expenses of suit, obligations, liabilities and judgments, claims and demands whatsoeverof whatever kind or nature, at known or unknown, now existing or which may develop in the future, in law or in equity, which Parenteach member of the Patriot/Interstate Group ever had against the Equity Released Parties, 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), had or now has as or which any of the date of this AgreementPatriot/Interstate Releasors hereafter can, shall or may have, upon or by reason of any act, omission, matter, cause or thing whatsoever relatingwhatsoever, directly from the beginning of time through the date of this Agreement, arising out of, relating to, or indirectly, to Parentin connection with the Master Agreement, the Company Leases, the Merger, and the Divestiture, including, without limitation, claims arising under any statute or law of the Surviving Corporation; providedUnited States (excepting only such state statutory claims as may not be released, howeverregardless of the agreement of the parties, that this as a matter of law). This release shall not cover apply to (a) any claims existing obligations that members of the Parent Equity Group may have against under the Shareholder for breach of this Agreement. (c) With respect to the release under this Section 5.12, Parent, on behalf of itselfLeases, the Company Master Agreement and the Surviving Corporation and their respective officersExisting Guarantees, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns none of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (which obligations are in default as applicable) and the Shareholder’s affiliates, each (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 Californiadate hereof, and (Bb) hereby expressly waives any defenses by the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of Patriot/Interstate Releasors in the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, pending lawsuit and any rights that such party related claims which have been or may have underbe brought by any person or entity, any statute or common law principle of similar effect in any jurisdiction to the extent relating to the claims released Pittsburgh, Pennsylvania by such party under this Section 5.12▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., against Patriot and its Affiliates.

Mutual Release. (a) The Shareholder, solely in such capacity as a Shareholder In consideration of the Companypayments 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, hereby releases or may be entitled to claim, Executive, for himself, and discharges Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective his heirs, executors, administrators, representativessuccessors and assigns, does hereby release, forever discharge and promise not to ▇▇▇ the Company, its parents, subsidiaries, affiliates, successors and assigns of such assigns, and its past and present officers, directors, partners, employees, members, managers, shareholders, agents, attorneys and representativesattorneys, accountants, insurers, heirs, administrators, executors (collectively the “Company Released Parties”) from any and all claims, actionsliabilities, causes of actioncosts, suits, debts, sums of money, controversies, agreements, promises, damagesexpenses, judgments, claims attorney fees, actions, known and demands whatsoeverunknown, at of every kind and nature whatsoever in law or in equity, which Executive had, now has, or may have against the ShareholderCompany Released Parties relating in any way to Executive’s employment with the Company or termination thereof, solely as a result 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 of any kind or nature; all contracts, oral or written, between Executive and any of the Shareholder’s status Company Released Parties except as a Shareholder otherwise described herein; any business enterprise or proposed enterprise contemplated by any of the CompanyCompany Released Parties, had as well as anything done or now has as of not 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 liabilities arising out of or relating to Executive’s employment with the Company and the termination of such employment, upon 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 by reason 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 common law; any claims arising out of any matteremployment contract, policy or procedure; and any 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 thing whatsoever relatingencourage 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, directly by law, cannot be waived, including the right to file an administrative charge or indirectlyparticipate in an administrative investigation or proceeding; provided, however that Executive disclaims and waives any right to Parentshare or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding with respect to any claims released herein. 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 and under the Employment Agreement; (ii) any 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 Executive and participating dependents; (iv) any rights Executive may have under the Company or the Surviving CorporationCompany Released Parties benefit plans and programs subject to and in accordance with the terms of such plans and programs and related agreements; provided(v) any rights to contribution, howeveradvancement of expenses, that this release shall not cover defense or indemnification Executive has under the Company or the Company Released Parties’ current Articles of Incorporation or Bylaws, Director and Officer Liability Insurance, Employed Lawyers Liability Insurance or under any claims separate indemnification contract between the Shareholder may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 Company or otherwise for breach a Company Released Party and Executive, or as provided by applicable law; (vi) any rights Executive has as a shareholder of the Merger AgreementCompany 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) ParentIn 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, the Surviving Corporation for itself, and their respective officers, directors, employees, agents, attorneys, representativesits administrators, successors and assigns (assigns, does hereby release, forever discharge and the respective promise not to ▇▇▇ Executive, his heirs, executors, administrators, representatives, successors and assigns of such officersassigns, directors, shareholders, employees, agents, attorneys and representatives(collectively the “Executive Released Parties”) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Company, from any and all claims, actionsliabilities, causes of actioncosts, suits, debts, sums of money, controversies, agreements, promises, damagesexpenses, judgments, claims attorney fees, actions, known and demands whatsoeverunknown, at of every kind and nature whatsoever in law or in equity, which 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), 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 had, now has, or the Surviving Corporation; provided, however, that this release shall not cover any claims the Parent may have against the Shareholder 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 breach contract damages, tort damages, special, general, direct, punitive and consequential damages, compensatory damages, loss of profits, attorney fees and any and all other damages of any kind or nature; all contracts, oral or written, between the Company and any of the Executive Released Parties; any business enterprise or proposed enterprise contemplated by any of the Executive Released Parties, as well as anything done or not done prior to and including the date of execution of this Agreement. (c) With respect . Nothing in this Agreement shall be construed to release Executive from any obligations set forth in this Agreement. Notwithstanding the release under this Section 5.12, Parent, on behalf of itselfforegoing, the Company and is not waiving or releasing any action related to 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 commission of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf any crime or act of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised willful misconduct by its attorney any 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 thereunderExecutive Released Parties. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itselfIn addition, the Company and agrees not to cause or encourage any legal proceeding to be maintained or instituted against any of 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and Executive Released Parties with respect to any rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12herein.

Mutual Release. (a) The Shareholder, solely in such capacity as a Shareholder In consideration of the Companyprovisions hereof, hereby releases each of the Parties, for and discharges Parenton behalf of itself and its attorneys, the Company, the Surviving Corporation and their respective officers, directors, shareholders, employees, representatives, agents, predecessors, successors, assigns, Affiliates, subsidiaries and related entities (collectively, the “Releasing Parties”), does hereby agree to unconditionally and irrevocably waive, remise, acquit, satisfy, release and forever discharge the other Parties, and their respective attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, representatives, agents, attorneys predecessors, successors, assigns, Affiliates, subsidiaries and representatives) related entities (collectively, the “Released Parties”), of and from any and all claims, demands, dues, sums of money, reckonings, bonds, bills, specialties, agreements, contracts, covenants, actions, suits, causes of action, suitsobligations, controversies, promises, variances, trespasses, executions, debts, sums of moneycosts, controversiesexpenses, agreements, promisesaccounts, damages, judgments, claims losses and demands whatsoeverliabilities, at law of whatever kind or nature, in equitylaw, equity or otherwise, whether known or unknown, whether or not concealed or hidden, absolute or contingent, liquidated or unliquidated, which the Shareholder, solely as a result any of the Shareholder’s status as a Shareholder Releasing Parties, had, may have had, now have or can, shall or may have against each of the CompanyReleased Parties, had or now has as of the date of this Agreement, for upon or by reason of any matter, cause or thing whatsoever relatingrelating to or otherwise associated with the Venture, directly 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 indirectly, to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims arising by virtue of the Shareholder Released Parties breach of any such obligations) under the terms of this Agreement. Each of the Releasing Parties represents that it has not previously sold, transferred, conveyed, exchanged, or otherwise disposed of any claims it 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 any of the Merger AgreementReleased Parties. (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, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which 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), 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, 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 itself (as applicable) and the Shareholder’s affiliates, each (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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. (a) The Shareholder, solely in such capacity as a Shareholder of the Company, hereby releases and discharges Parenton behalf of itself, the Company, the Surviving Corporation its subsidiaries and their respective officerssuccessors, assigns, and other legal representatives, hereby, jointly and severally, absolutely, unconditionally and irrevocably releases, remises and forever discharges the Investors, their successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, employees, agentsofficers, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys agents and representatives) from any other representatives (the Investors and all claimssuch other parties being hereinafter referred to collectively as the “Investor Releasees” and individually as an “Investor Releasee”), of and from all demands, actions, causes of action, suits, debtscovenants, sums of moneycontracts, controversies, agreements, promises, damagessums of money, judgmentsaccounts, claims bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands whatsoeverand liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law or and in equity, which the Shareholder, solely as a result of the Shareholder’s status as a Shareholder of the Company, had its subsidiaries, or any of their respective successors, assigns, or other legal representatives may now has as or hereafter own, hold, have or claim to have against the Investor Releasees or any of the date of this Agreementthem for, upon upon, or by reason of any matternature, cause or thing whatsoever relatingwhich arises at any time on or prior to the Effective Date, directly for or indirectlyon account of, to Parentor in relation to, or in any way in connection with the Company or Note Documents, as amended and supplemented through 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 AgreementEffective Date. (b) Parent, Subject to the Company’s obligations pursuant to Section 2 hereof, 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 each of the Company, from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which 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), 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, ParentInvestors, 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 Surviving Corporation “Company Releasees” and their respective officersindividually as a “Company Releasee”), directorsof and from all Claims of every name and nature, employeesknown or unknown, agentssuspected or unsuspected, attorneysboth at law and in equity, representativeswhich such Investors, successors 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, costs and assigns other expenses payable to the Investors prior to and including the date hereof. (c) Except as set forth in Section 2 above, each of the Investors and the respective heirsCompany, executorsfor itself and its representatives and assigns, administratorsunderstands, representativesacknowledges 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, successors and assigns suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such officersrelease. (d) Except as set forth in Section 2 above, directors, employees, agents, attorneys and representatives), each of the Investors and the ShareholderCompany, on behalf 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 himselfthe release set forth above. (e) Except as set forth in Section 2 above, herself or itself (as applicable) each of the Investors and the Shareholder’s affiliates, each (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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: ParentCompany, on behalf of itself, the Company and the Surviving Corporation its subsidiaries and their respective officerssuccessors, directorsassigns, employees, agents, attorneys, and other legal representatives, successors hereby absolutely, unconditionally and assigns irrevocably, jointly and severally, covenants and agrees with each Company Releasee or Investor Releasee, as the case may be, that it will not s▇▇ (and at law, in equity, in any regulatory proceeding or otherwise) any Company Releasee or Investor Releasee, as the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholdercase may be, on behalf the basis of himselfany Claim released, herself or itself (as applicable) remised and the Shareholder’s affiliates, also hereby waive the benefits of, and any rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to the extent relating to the claims released discharged by such party under pursuant to this Section 5.126. 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 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 costs incurred by any Company Releasee as a result of such violation.

Mutual Release. (a) The ShareholderIn consideration for the full and timely performance of all Terms and Conditions of this AGREEMENT in the manner prescribed herein, solely in such capacity as a Shareholder including but not limited to all releases, dismissals, waivers, covenants, warranties and representations, each SETTLING PARTY hereto, on behalf of the Company, hereby releases itself and discharges Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the on behalf of each of its respective heirs, executors, administrators, representativestrustors, successors trustees, beneficiaries, predecessors, successors, assigns, members, partners, partnerships, parents, subsidiaries, affiliated and assigns of such related entities, officers, directors, employeesprincipals, agents, attorneys servants, employees, representatives and representatives) all persons, firms, associations and/or corporations connected with them, including without limitation their insurers, sureties, attorneys, consultants and experts, hereby release and forever discharge all other SETTLING PARTIES hereto and each of the SETTLING PARTY'S respective heirs, executors, administrators, trustors, trustees, beneficiaries, predecessors, successors, assigns, members, partners, partnerships, parents, subsidiaries, affiliated and related entities, officers, directors, principals, agents, servants, employees, representatives and all persons, firms, associations and/or corporations connected with them, including without limitation their insurers, sureties, attorneys, consultants and experts, who are or may ever become liable to them, of and from any and all claims, actionsdemands, causes of action, suitsobligations, debtsliens, sums of money, controversies, agreements, promisestaxes, damages, judgmentslosses, claims costs, attorneys' fees and demands expenses of every kind and nature whatsoever, at law known or in equityunknown, fixed or contingent, including any and all rights to subrogation and/or indemnity therefor, which any of them may now have or may hereafter have against 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 other SETTLING PARTIES by reason of any matter, cause or thing whatsoever relating, directly arising out of or indirectly, to Parent, connected with 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 AgreementONGOING LITIGATIONS. (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, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which 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), 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, 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 itself (as applicable) and the Shareholder’s affiliates, each (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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. (a) The Shareholder, solely in such capacity as a Shareholder In consideration of the Companypayments 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, hereby releases or may be entitled to claim, Executive, for himself, and discharges Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective his heirs, executors, administrators, representativessuccessors and assigns, does hereby release, forever discharge and promise not to ▇▇▇ the Company, its parents, subsidiaries, affiliates, successors and assigns of such assigns, and its past and present officers, directors, partners, employees, members, managers, shareholders, agents, attorneys and representativesattorneys, accountants, insurers, heirs, administrators, executors (collectively the “Company Released Parties”) from any and all claims, actionsliabilities, causes of actioncosts, suits, debts, sums of money, controversies, agreements, promises, damagesexpenses, judgments, claims attorney fees, actions, known and demands whatsoeverunknown, at of every kind and nature whatsoever in law or in equity, which Executive had, now has, or may have against the ShareholderCompany Released Parties relating in any way to Executive’s employment with the Company or termination thereof, solely as a result 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 of any kind or nature; all contracts, oral or written, between Executive and any of the Shareholder’s status Company Released Parties except as a Shareholder otherwise described herein; any business enterprise or proposed enterprise contemplated by any of the CompanyCompany Released Parties, had as well as anything done or now has as of not 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 liabilities arising out of or relating to Executive’s employment with the Company and the termination of such employment, upon 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 by reason 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 common law; any claims arising out of any matteremployment contract, policy or procedure; and any 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 thing whatsoever relatingencourage 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, directly by law, cannot be waived, including the right to file an administrative charge or indirectlyparticipate in an administrative investigation or proceeding; provided, however that Executive disclaims and waives any right to Parentshare or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding with respect to any claims released herein. 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 and under the Employment Agreement; (ii) any 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 Executive and participating dependents; (iv) any rights Executive may have under the Company or the Surviving CorporationCompany Released Parties benefit plans and programs subject to and in accordance with the terms of such plans and programs and related agreements; provided(v) any rights to contribution, howeveradvancement of expenses, that this release shall not cover defense or indemnification Executive has under the Company or the Company Released Parties’ current Articles of Incorporation or Bylaws, Director and Officer Liability Insurance, Employed Lawyers Liability Insurance or under any claims separate indemnification contract between the Shareholder may have against the Parent for failure to pay the purchase price for the Shares tendered pursuant to Section 1.3 Company or otherwise for breach a Company Released Party and Executive, or as provided by applicable law; (vi) any rights Executive has as a shareholder of the Merger AgreementCompany 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) ParentIn 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, the Surviving Corporation for itself, and their respective officers, directors, employees, agents, attorneys, representativesits administrators, successors and assigns (assigns, does hereby release, forever discharge and the respective promise not to ▇▇▇ Executive, his heirs, executors, administrators, representatives, successors and assigns of such officersassigns, directors, shareholders, employees, agents, attorneys and representatives(collectively the “Executive Released Parties”) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Company, from any and all claims, actionsliabilities, causes of actioncosts, suits, debts, sums of money, controversies, agreements, promises, damagesexpenses, judgments, claims attorney fees, actions, known and demands whatsoeverunknown, at of every kind and nature whatsoever in law or in equity, which 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), 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 had, now has, or the Surviving Corporation; provided, however, that this release shall not cover any claims the Parent may have against the Shareholder 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 breach contract damages, tort damages, special, general, direct, punitive and consequential damages, compensatory damages, loss of profits, attorney fees and any and all other damages of any kind or nature; all contracts, oral or written, between the Company and any of the Executive Released Parties; any business enterprise or proposed enterprise contemplated by any of the Executive Released Parties, as well as anything done or not done prior to and including the date of execution of this Agreement. (c) With respect . Nothing in this Agreement shall be construed to release Executive from any obligations set forth in this Agreement. Notwithstanding the release under this Section 5.12, Parent, on behalf of itselfforegoing, the Company and is not waiving or releasing any action related to 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 commission of such officers, directors, employees, agents, attorneys and representatives), and the Shareholder, on behalf any crime or act of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised willful misconduct by its attorney any 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 thereunderExecutive Released Parties. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itselfIn addition, the Company and agrees not to cause or encourage any legal proceeding or grievance proceeding with the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and State Bar of Texas to be maintained or instituted against any of 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 itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and Executive Released Parties with respect to any rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12herein.

Mutual Release. (a) The ShareholderFrom and after the Closing, solely in such capacity as a Shareholder of Buyer and the Company, hereby releases and discharges Parenttheir respective Subsidiaries, the CompanyAffiliates, the Surviving Corporation successors and assigns, and their respective officers, directors, managers, partners, equityholders, employees, agentsrepresentatives and agents (each, attorneysa “Buyer Releasing Party”), representativeseach on behalf of itself and each of the Buyer Releasing Parties, hereby unconditionally and irrevocably and forever releases and discharges Seller, Seller Representative, each Beneficial Owner and their respective successors and assigns (assigns, any of their respective Affiliates, and the respective heirsany past, executorspresent or future directors, administratorsmanagers, representatives, successors and assigns of such officers, directors, employees, agents, attorneys investment bankers, advisors, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the foregoing Persons (collectively, the “Seller Released Parties”) of and representatives) from from, and hereby unconditionally and irrevocably waives, releases and discharges any and all claims, actionsTransaction Claims and Actions, causes of action, suits, debts, dues, sums of money, accounts, reckoning, bonds, bills, liabilities, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, losses, judgments, extents, executions, claims and demands of any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract, direct or indirect, primary or secondary, at law or in equityequity that such Buyer Releasing Party ever had, 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 Agreementor ever may have or claim to have against any Seller Released Party, upon for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever relatingarising at or prior to the Closing (including in respect of the management or operation of the Company) (each, a “Buyer Released Claim”) and agrees not to bring or threaten to bring or otherwise join in any Buyer Released Claim against the Seller Released Parties or any of them, relating to, arising out of or in connection with any facts or circumstances, directly or indirectly, relating to Parent, the Company or any assets of the Surviving Corporation; Company, which existed on or prior to the Signing Date, provided, howeverthat nothing contained in this Section 8.5 shall be construed as a waiver by Buyer or the Company of any of their respective rights expressly provided under the Preserved Claims. Buyer, on behalf of itself and the other Buyer Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims. ▇▇▇▇▇, on behalf of itself and the other Buyer Releasing Parties, understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and the other Buyer Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. ▇▇▇▇▇, on behalf of itself and the other Buyer Releasing Parties, acknowledges that Seller will be relying on the waiver and release shall not cover any claims the Shareholder may have against the Parent for failure to pay the purchase price provided in this Section 8.5 in connection with entering into this Agreement and that this Section 8.5 is intended for the Shares tendered pursuant benefit of, and to grant third party beneficiary rights to each Seller Released Party to enforce this Section 1.3 or otherwise for breach of the Merger Agreement8.5. (b) ParentFrom and after the Closing, the CompanySeller and its Affiliates, the Surviving Corporation successors and assigns, and their respective officers, directors, managers, partners, equityholders, employees, agentsrepresentatives and agents (each, attorneysa “Seller Releasing Party”), representativeseach on behalf of itself and each of the Seller Releasing Parties, hereby unconditionally and irrevocably and forever releases and discharges Buyer and the Company and their respective successors and assigns (assigns, any of their respective Affiliates, and the respective heirsany past, executors, administrators, representatives, successors and assigns of such officers, present or future directors, shareholdersmanagers, officers, employees, agents, attorneys and representatives) hereby release and discharge Shareholderinvestment bankers, solely in such capacity as a Shareholder advisors, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the Companyforegoing Persons (collectively, from the “Buyer Released Parties”) of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all claims, actionsActions, causes of action, suits, debts, dues, sums of money, accounts, reckoning, bonds, bills, liabilities, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, losses, judgments, extents, executions, claims and demands of any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract, direct or indirect, primary or secondary, at law or in equityequity that Seller Releasing Party ever had, which 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), had or now has as of the date of this Agreementor ever may have or claim to have against any Buyer Released Party, upon for or by reason of (i) a Seller Releasing Party’s capacity as a direct or indirect equityholder of the Company or otherwise in respect of its investment in the Company and (ii) the organization, management or operation of the Company, in each case, arising at or prior to the Closing (including in respect of the management or operation of the Company) (each, a “Seller Released Claim”) and agrees not to bring or threaten to bring or otherwise join in any matterSeller Released Claim against the Buyer Released Parties or any of them, cause relating to, arising out of or thing whatsoever relatingin connection with any facts or circumstances, directly or indirectly, relating to Parent, the Company or any assets of the Surviving Corporation; Company, which existed on or prior to the Signing Date, provided, howeverthat nothing contained in this Section 8.5 shall be construed as a waiver by the Seller Releasing Parties of any of their rights (A) expressly provided under the Preserved Claims, that this release shall not cover any claims the Parent may have against the Shareholder (B) to compensation or benefits for breach of this Agreement. (c) With respect services rendered to the release Company that remain unpaid or unawarded (including rights to payment for salary, bonuses, commissions and vacation pay and vested benefits in any Employee Plan), (C) under this Section 5.12any agreement entered into with the Company in connection with such Seller Releasing Party’s employment with or service for the Company, Parentand (D) to coverage under any applicable insurance policy, or any right to indemnification as provided by any Company documents, applicable Law or any existing agreement. Seller, on behalf of itself, the Company itself and the Surviving Corporation and their respective officersother Seller Releasing Parties, directors, employees, agents, attorneys, representatives, successors and assigns (and expressly waives all rights afforded by any statute which limits the respective heirs, executors, administrators, representatives, successors and assigns effect of such officers, directors, employees, agents, attorneys and representatives), and the Shareholdera release with respect to unknown claims. Seller, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliatesother Seller Releasing Parties, each (A) represents, warrants understands the significance of this release of unknown claims and acknowledges that he, she or it, as applicable, has been fully advised by its attorney waiver 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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parentstatutory protection against a release, on behalf of itself, the Company itself and the Surviving Corporation and their respective officersother Seller Releasing Parties, 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)unknown claims, and the Shareholderacknowledges and agrees that this waiver is an essential and material term of this Agreement. Seller, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliatesother Seller Releasing Parties, also hereby waive acknowledges that Buyer and its Affiliates (including the benefits Company) will be relying on the waiver and release provided in this Section 8.5 in connection with entering into this Agreement and that this Section 8.5 is intended for the benefit of, and any to grant third party beneficiary rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to the extent relating each Buyer Released Party to the claims released by such party under enforce this Section 5.128.5.

Mutual Release. (a) The ShareholderIn consideration of Lender's agreements set forth herein, solely in such capacity as a Shareholder Borrowers and Shareholders, for themselves, their Affiliates, and the respective successors, heirs and assigns of each of the Companyforegoing (collectively, some or all of such persons and entities 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 releases fully, forever and discharges Parentirrevocably release, discharge and acquit Lender, and its respective past and present Affiliates, and the Company, the Surviving Corporation respective past and their respective present officers, directors, employeesshareholders, agents, attorneysand employees of each and all of the foregoing entities, representativesand its and their respective successors, successors and assigns (and the respective heirs, executorsand assigns, administratorsand any other person or entity now, representativespreviously, successors or hereafter affiliated with any or all of the foregoing entities (Lender, together with each and assigns of such all said Affiliates, officers, directors, employeesshareholders, agents, attorneys agents and representativesemployees 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 and entities) of and from any and all rights, claims, actionsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, suits, debts, sums of money, accounts, compensations, contracts, controversies, agreements, promises, damages, judgmentscosts, claims losses and demands whatsoeverexpenses of every type, at law kind, nature, description or in equitycharacter, which the Shareholderand irrespective of how, solely as a result of the Shareholder’s status as a Shareholder of the Companywhy, had or now has as of the date of this Agreement, upon or by reason of what facts, whether heretofore or now existing, or that could, might, or may be claimed to exist, of whatever kind or name, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, claimed or unclaimed, whether based on contract, tort, breach of any matterduty, cause or thing whatsoever relatingother legal or equitable theory of recovery, directly each as though fully set forth herein at length (collectively, a "CLAIM" or indirectlythe "CLAIMS") arising from or out of, connected with, or relating to Parentthis Agreement, the Company transactions contemplated hereby, 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 Agreementadministration hereof. (b) ParentIn consideration of Borrowers' and Shareholders' agreements set forth herein, Lender, for itself, its Affiliates, and the Companyrespective successors, heirs and assigns of each of the Surviving Corporation 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 officerspast and present Affiliates, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors past and assigns of such present officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release employees of each and discharge Shareholder, solely in such capacity as a Shareholder all of the Companyforegoing entities, from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which Parent, the Company, the Surviving Corporation and their respective officerssuccessors, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executorsand assigns, administratorsand any other person or entity now, representativespreviously, successors or hereafter affiliated with any or all of the foregoing entities (Borrowers and assigns of such Shareholders, together with each and all said Affiliates, officers, directors, shareholders, employeesagents and employees shall be referred to collectively hereinbelow as the "LENDER RELEASED PARTIES" and each such reference shall refer jointly and severally to each and all of Borrowers, agentsShareholders and such other persons and entities) of and from any and all Claims arising from or out of, attorneys and representatives)connected with, had or now has as of the date of relating to this Agreement, upon or by reason of any matterthe transactions contemplated hereby, 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 Agreementadministration hereof. (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, 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 itself (as applicable) and the Shareholder’s affiliates, each (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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. (a) The Shareholder, solely in such capacity as a Shareholder A. Simultaneous with payment of the Company, hereby releases Commutation Payments by the Reinsurer to the Reassureds and discharges Parentthe release of amounts under the Letters of Credit by the Reassureds to the Reinsurer, the CompanyReinsurer on behalf of itself and its predecessors, the Surviving Corporation successors, assigns, and their respective officerspast, directors, employees, agents, attorneys, representatives, successors present and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives) from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, 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 future officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and discharge Shareholderreceivers, solely in such capacity as a Shareholder of the Company, from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which Parent, the Company, the Surviving Corporation and their respective officers, directors, employees, agentstrustees, attorneys, representativesand legal representatives hereby releases, successors acquits, and assigns (forever discharges the Reassureds, its predecessors, successors, assigns, and the respective heirstheir past, executorspresent, administrators, representatives, successors and assigns of such future officers, directors, shareholders, employees, agents, attorneys receivers, trustees, attorneys, and representatives)legal representatives from any and all claims, had debts, demands, causes of action, liabilities, obligations, costs, disbursements, fees, attorneys' fees, expenses, damages, and injuries of every kind, nature, and description based on, relating to, or now has as arising out of the date Reinsurance Agreements and any applicable letters of this Agreementcredit, upon 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 whether currently existing or arising in the future. B. Simultaneous with payment of the Commutation Payments by reason the Reinsurer to the Reassureds and the release of any matter, cause or thing whatsoever relating, directly or indirectly, amounts under the Letters of Credit by the Reassureds to Parentthe Reinsurer, 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, Reassureds on behalf of itself, the Company and the Surviving Corporation themselves and their respective predecessors, successors, assigns, and their past, present, and future officers, directors, shareholders, employees, agents, receivers, trustees, attorneys, and legal representatives, successors hereby releases, acquits, and assigns (forever discharges the Reinsurer, its predecessors, successors, assigns, and the respective heirstheir past, executorspresent, administrators, representatives, successors and assigns of such future officers, directors, shareholders, employees, agents, attorneys receivers, trustees, attorneys, and legal representatives), from any and all claims, debts, demands, causes of action, liabilities, obligations, costs, disbursements, fees, attorneys' fees, expenses, damages, and injuries of every kind, nature, and description based on, relating to, or arising 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 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 are 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, rule or 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 things, or, (ii) which restricts or prohibits the releasing of such claims. D. This Agreement is made without any admission of liability or wrongdoing by any party, and the Shareholder, on behalf existence of himself, herself this Agreement or itself (the use of any term or condition herein shall not be used as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she an admission 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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and evidence against any rights that such party may have under, any statute or common law principle of similar effect in any jurisdiction to subsequent dispute, action or proceeding. Nothing in this Article 2, however, shall prevent any party from relying upon and enforcing the extent relating to the claims released by such party under terms of this Section 5.12Agreement.

Mutual Release. (a) The ShareholderIf the Consent becomes irrevocable pursuant to Section 2.2, solely in such capacity as a Shareholder of the CompanyNPS and its Affiliates, hereby releases and discharges Parent, the Company, the Surviving Corporation its 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, employees, agents, attorneys and representatives) from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, 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 predecessors, successors and representativesassigns (collectively, the "NPS Released Parties") hereby release shall automatically be fully, finally and discharge Shareholderirrevocably relinquished, solely in such capacity as a Shareholder released and discharged by DR3, on behalf of the Companyitself and its Affiliates, and its and their respective officers, directors, limited partners, employees, agents, predecessors, successors and assigns, from any and all claims, actionsdamages, liabilities, obligations, and causes of action, suitsincluding indemnification claims, debtsknown or unknown, sums of moneysuspected or unsuspected, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at in law or in equity, which Parentthat were asserted, the Companyor that could have been asserted by DR3 and its Affiliates, the Surviving Corporation and its 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 predecessors, successors and representatives)assigns, had or now has as against the NPS Released Parties arising out of the date of this Original Purchase Agreement and the Security Agreement, upon whether accrued or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporationnot; provided, however, that nothing in this release Section 2.4(a) shall not cover any claims be deemed to affect the Parent may have against enforceability of DR3's rights or the Shareholder for breach obligations of this Agreement. (c) With respect to the release Parties under this Agreement or the Restated Security Agreement. If the Consent becomes irrevocable pursuant to Section 5.122.2, ParentDR3 and its Affiliates, on behalf of itself, the Company and the Surviving Corporation its and their respective officers, directors, shareholders, employees, agents, attorneys, representativespredecessors, successors and assigns (collectively, the "DR3 Released Parties") shall automatically be fully, finally and the respective heirsirrevocably relinquished, executors, administrators, representatives, successors released and assigns of such officers, directors, employees, agents, attorneys and representatives), and the Shareholderdischarged by NPS, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (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 CaliforniaAffiliates, and (B) hereby expressly waives the benefits thereof that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and the Surviving Corporation its 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, directorslimited partners, employees, agents, attorneys predecessors, successors and representatives)assigns, from any and all claims, damages, liabilities, obligations, and 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 NPS and its Affiliates, and its and their respective officers, directors, shareholders, employees, agents, predecessors, successors and assigns, against the Shareholder, on behalf DR3 Released Parties arising out of himself, herself or itself (as applicable) the Original Purchase Agreement and the Shareholder’s affiliatesSecurity Agreement, also hereby waive whether accrued or not; provided, however, that nothing in this Section 2.4(b) shall be deemed to affect the benefits of, and any enforceability of NPS's rights that such party may have under, any statute or common law principle the obligations of similar effect in any jurisdiction to the extent relating to the claims released by such party Parties under this Section 5.12Agreement or the Restated Security Agreement.

Mutual Release. (a) The ShareholderCompany knowingly and voluntarily waives, solely in such capacity releases and forever discharges, as a Shareholder of the Company, hereby releases and discharges Parentdate hereof, 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, employees, agents, attorneys and representatives) Executive from any and all claims, lawsuits, controversies, actions, causes of action, suitscross-claims, counter-claims, demands, debts, sums of money, controversies, agreements, promises, compensatory damages, judgmentsliquidated damages, punitive or exemplary damages, other damages, claims for costs and demands whatsoeverattorneys’ fees, at or liabilities of any nature whatsoever in law or and 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 both past and present (through the date of this Agreement) and whether known or unknown, upon suspected, or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, claimed against the Executive which 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 AgreementExecutive. (b) ParentIn consideration of the Company’s release of claims and other good and valuable consideration, the Companysufficiency of which is hereby acknowledged, the Surviving Corporation Executive, on behalf of himself and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective 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, successors and assigns of such employees, officers, directors, shareholders, employeespartners, agentsattorneys, attorneys predecessors, successors and representatives) hereby release and discharge Shareholderassigns (collectively, solely in such capacity as a Shareholder of the Company“Released Parties”), from any and all claims, lawsuits, controversies, actions, causes of action, suitscross-claims, counter-claims, demands, debts, sums of money, controversies, agreements, promises, compensatory damages, judgmentsliquidated damages, punitive or exemplary damages, other damages, claims for costs and demands whatsoeverattorneys’ fees, at or liabilities of any nature whatsoever in law or and in equity, which Parent, the Company, the Surviving Corporation both past and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns present (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 through the date of this Agreement) and whether known or unknown, upon suspected, or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, claimed against the Company or any of the Surviving Corporation; providedReleased Parties which the Executive, howeverthe Executive’s spouse, that this release shall not cover or any claims of the Parent Executive’s heirs, executors, administrators or assigns, may have against the Shareholder 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 this Agreementcontract 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) With 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 Released Parties with respect to any Barred Claim. As a material inducement to the release under Company to enter into this Section 5.12, Parent, on behalf of itselfAgreement, the Company and Executive represents that 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, Executive 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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of, and not assigned any rights that such party may have under, Barred Claim to any statute or common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12third party.

Mutual Release. (a) The Shareholdera. Misonix, solely in such capacity as a Shareholder of the Companyfor itself and its past, hereby releases present, and discharges Parentfuture agents, the Companyaffiliates, the Surviving Corporation and their respective principals, officers, directors, managers, employees, agentsparents, subsidiaries, contractors, predecessors, successors, partners, shareholders, attorneys, representativesassigns, successors and assigns representatives (the “Misonix Releasors”) hereby releases, waives, and the forever discharges PuriCore and each of its respective heirspast, executorspresent and future agents, administratorsaffiliates, representativesprincipals, successors and assigns of such officers, directors, managers, employees, agentsparents, attorneys subsidiaries, contractors, predecessors, successors, assigns, partners, shareholders, attorneys, and representatives, including but not limited to PuriCore plc and PuriCore International Limited (collectively, the “PuriCore Releasees”) from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promisesdemands, 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, liabilities, proceedings, suits, debtsor costs (including attorneys’ fees and court costs) of any nature, sums whether known or unknown, contingent or liquidated, and/or mature or not yet mature (the “Misonix Claims”), that the Misonix Releasors, or any of moneythem, controversiesever had, agreementsor may have, promisesagainst any of the PuriCore Releasees, damagesincluding but not limited to (i) any Misonix Claims that in any way relate to the License Agreement or intellectual property, judgmentsproducts, claims or technologies sold and/or licensed pursuant to the License Agreement; and demands whatsoever(ii) any Misonix Claims that relate to Note payments due under the Purchase Agreement. b. PuriCore, at law or in equityfor itself and its past, which Parentpresent, the Companyand future agents, the Surviving Corporation and their respective affiliates, principals, officers, directors, managers, employees, agentsparents, subsidiaries, contractors, predecessors, successors, partners, shareholders, attorneys, assigns, and representatives, successors including but not limited to PuriCore plc and assigns PuriCore International Limited (the “PuriCore Releasors”) hereby releases, waives, and the forever discharges Misonix and each of its respective heirspast, executorspresent and future agents, administratorsaffiliates, representativesprincipals, successors and assigns of such officers, directors, shareholdersmanagers, employees, agentsparents, attorneys and representatives)subsidiaries, had or now has as of the date of this Agreementcontractors, upon or by reason of any matterpredecessors, cause or thing whatsoever relatingsuccessors, directly or indirectlyassigns, to Parentpartners, 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, agentsshareholders, attorneys, representativesand representatives (collectively, successors the “Misonix Releasees”) from any and assigns 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 respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives“PuriCore Claims”), and that the ShareholderPuriCore Releasors, on behalf or any of himselfthem, herself ever had, or itself (as applicable) and the Shareholder’s affiliatesmay have, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney against any of the contents of Section 1542 of the Civil Code of the State of CaliforniaMisonix Releasees, and (B) hereby expressly waives the benefits thereof including but not limited to any PuriCore Claims that he, she or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction way relate to the extent relating License Agreement or intellectual property, products, or technologies sold and/or licensed pursuant to the claims released by such party under this Section 5.12License Agreement.

Mutual Release. (a) The Shareholder, solely in such capacity as a Shareholder As of the Company, hereby releases and discharges ParentClosing Date, the CompanyDIC Parties shall voluntarily and unconditionally release and forever discharge Seller and its parents, the Surviving Corporation subsidiaries and associated companies and other Affiliates, and each of their respective officers, directors, employees, agents, attorneys, representativespredecessors, successors and assigns (and the respective heirs, executors, administrators, representatives, successors current and assigns of such officers, directors, employees, agents, attorneys and representatives) former Representatives from any and all claims, actions, causes of action, claims, demands suits, debts, sums of moneyobligations, controversieslosses, agreementsliabilities or whatsoever kind or nature, promiseswhether known or unknown and whether in law, damagesarbitration equity or otherwise, 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 DIC Parties and each of their respective predecessors, successors and assigns and current and former Representatives, relating to the Company, had Cellcom their subsidiaries or now has as any of their respective Affiliates, or their businesses (except for rights or obligations arising under this Agreement or the date Acquisition Documents, including, under Article IX, and fraud and willful misconduct), that arise out of this Agreementacts, upon events, conditions or by reason of any matter, cause omissions occurring or thing whatsoever relating, directly or indirectly, to Parent, existing from the time 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 predecessor thereof) or Cellcom was formed or otherwise for breach of organized to and including the Merger AgreementClosing Date. (b) ParentAs of the Closing Date, Seller shall voluntarily and unconditionally release and forever discharge the DIC Parties and its parents, subsidiaries and associated companies and other Affiliates, and the Company, the Surviving Corporation Support Net and Cellcom, and each of their respective officers, directors, employees, agents, attorneys, representativespredecessors, successors and assigns and current and former Representatives (and the respective heirs, executors, administrators, representatives, successors and assigns other than any Representatives that are also Representatives of such officers, directors, shareholders, employees, agents, attorneys and representatives) hereby release and discharge Shareholder, solely in such capacity as a Shareholder any Other Equity Holder or any officers or directors of the Company, Cellcom or Support Net that have been designated by any Other Equity Holder) from any and all claims, actions, causes of action, claims, demands suits, debts, sums obligations, losses, liabilities or whatsoever kind or nature, whether known or unknown and whether in law, arbitration, equity or otherwise, of money, controversies, agreements, promises, damages, judgments, claims Seller and demands whatsoever, at law or in equity, which Parent, the Company, the Surviving Corporation and their each of its respective officers, directors, employees, agents, attorneys, representativespredecessors, successors and assigns and current and former Representatives, relating to the Company, Cellcom, their subsidiaries or any of respective Affiliates, or their businesses (except for rights or obligations arising under this Agreement or the Acquisition Documents, including under Article IX and fraud and willful misconduct) that arise out of acts, events, conditions or omissions occurring or existing from 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, time the Company (or any predecessor thereof) or Cellcom was formed or otherwise organized to and including the Surviving Corporation; provided, however, that this release shall not cover any claims the Parent may have against the Shareholder for breach of this AgreementClosing Date. (c) With respect At such time as the DIC Parties or any IDB Affiliate, or any of their respective Affiliates, has sufficient power to cause the release under this Section 5.12Company, Parent, on behalf of itselfCellcom or Support Net to do so, the Company DIC Parties shall cause the Company, Cellcom and the Surviving Corporation Support Net to voluntarily and unconditionally release and forever discharge Seller and its parents, subsidiaries and associated companies and other Affiliates, and each of their respective officers, directors, employees, agents, attorneys, representativespredecessors, successors and assigns (and current and former Representatives from any and all actions, causes of action, claims, demands suits, debts, obligations, losses, liabilities or whatsoever kind or nature, whether known or unknown and whether in law, arbitration equity or otherwise, of the Company, Cellcom and Support Net, and each of their respective heirs, executors, administrators, representativespredecessors, successors and assigns and current and former Representatives (other than any Representatives that are also Representatives of such officersany Other Equity Holder or any officers or directors of the Company, directors, employees, agents, attorneys and representativesCellcom or Support Net that have been designated by any Other Equity Holder), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party Company, Cellcom, Support Net and each of their respective subsidiaries or Affiliates, or their respective businesses (except for rights or obligations arising under this Section 5.12Agreement or the Acquisition Documents, including, under Article IX, and fraud and willful misconduct), that arise out of acts, events, conditions or omissions occurring or existing from the time the Company (or any predecessor thereof) or Cellcom was formed or otherwise organized to and including the Closing Date.

Mutual Release. (a) a. The ShareholderParties, solely in such capacity as a Shareholder 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 Companyforegoing, hereby releases affiliates and discharges Parentassigns, the Company, the Surviving Corporation and its and their respective past, present, and future officers, directors, employeesshareholders, interest holders, members, partners, attorneys, agents, attorneysemployees, 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 Parties, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, insurers companies, under common control with any of the foregoing, affiliates and assigns (and the respective heirsits and their past, executorspresent, administrators, representatives, successors and assigns of such future officers, directors, employeesshareholders, interest holders, members, partners, attorneys, agents, attorneys employees, managers, representatives, assigns and representatives) from any 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, liabilities, obligations, promises, agreements, controversies, damages, tort claims, personal injury claims, actions, causes of action, suits, rights, demands, costs, losses, debts, sums of moneypenalties, controversiesfees, agreementswages, promisesmedical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, judgments, claims and demands of any nature whatsoever, at law known or in equityunknown, which the ShareholderParties have, 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 had, against the Parent other Parties, whether or not apparent or yet to be discovered, or which may hereafter develop, for failure any acts or omissions related to pay or arising between the purchase price Parties regarding the Project and/or the Litigation. b. This Agreement resolves any claim for the Shares tendered pursuant to Section 1.3 or otherwise relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of the Merger Agreement. (b) Parentcontract, the Companytort damages, the Surviving Corporation personal injury damages, bad faith damages, reliance damages, liquidated damages, punitive damages, costs 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, ’ fees related to or arising from any claims amongst the Parties and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which 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), 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 limited 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, 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 itself (as applicable) and the Shareholder’s affiliates, each (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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12Project.

Mutual Release. (a) The ShareholderCompany and the Holder, solely in such capacity as a Shareholder 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 Companyforegoing, hereby releases affiliates and discharges Parentassigns, the Company, the Surviving Corporation and its and their respective past, present, and future officers, directors, employeesshareholders, interest holders, members, partners, attorneys, agents, attorneysemployees, 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 the respective heirsits and their past, executorspresent, administrators, representatives, successors and assigns of such future officers, directors, employeesshareholders, interest holders, members, partners, attorneys, agents, attorneys employees, managers, representatives, assigns and representatives) from any 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, sums of moneypenalties, controversiesfees, agreementswages, promisesmedical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys' fees and costs actually incurred), and punitive damages, judgments, claims and demands of any nature whatsoever, at law known or in equityunknown, which the Shareholdereither party has, 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 had, against the Parent other party, whether or not apparent or yet to be discovered, or which may hereafter develop, for failure any acts or omissions related to pay or arising under the purchase price Financing. This Agreement resolves any claim for the Shares tendered pursuant to Section 1.3 or otherwise relief that could have been alleged under, no matter how characterized, including, without limitation, compensatory damages, damages for breach of the Merger Agreement. (b) Parentcontract, 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, sums of money, controversies, agreements, promises, bad faith damages, judgmentsreliance damages, claims liquidated damages, punitive damages, costs and demands whatsoeverattorneys fees related to or arising from, at law or in equitySections 5.15, which 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), 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, 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 itself (as applicable) and the Shareholder’s affiliates, each (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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, also hereby waive the benefits of5.18, and any rights that such party may have under, any statute or common law principle other relevant provisions of similar effect in any jurisdiction to the extent relating to SPA and Section 4.10 of the claims released by such party under this Section 5.12Convertible Note.

Mutual Release. (a) The ShareholderExcept for their obligations under this Agreement, solely in such capacity as a Shareholder of including with respect to the Company, hereby releases Settlement Payment and discharges Parentthe Warrant Agreement, the CompanyParties, the Surviving Corporation and each for themselves, their respective trustees, beneficiaries, managers, members, boards of directors, officers, directorsshareholders, assigns, employees, agents, attorneyspredecessors, representatives, successors and assigns (and the respective heirs, executors, and administrators, representativessuccessors, successors subsidiary entities, former entities, attorneys, and assigns any others claiming under or through them, both past and present, do hereby release and forever discharge each other, and each of such the others’ trustees, beneficiaries, managers, members, boards of directors, officers, directorsshareholders, assigns, employees, agents, attorneys predecessors, successors, heirs, executors, and representatives) administrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of them, from any and all claims, manner of action or actions, cause or causes of action, in law or in equity, suits, debts, sums of moneyliens, controversiescontracts (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, damages, judgmentslosses, claims and demands costs, or expenses, of any nature whatsoever, at law known or in equityunknown, suspected or unsuspected, fixed or contingent, which the Shareholder, solely as a result of the Shareholder’s status as a Shareholder of the Company, had or each now has as of the date of this Agreement, upon or may hereafter have by reason of any matter, cause cause, or thing whatsoever relatingfrom the beginning of time to the date hereof, directly including, without limiting the generality of the foregoing, any matters that have or indirectlymight have been in any way raised, to Parentby petition, complaint, cross-complaint or otherwise in the Company Litigation, including without limitation any claim or demand arising under the Lease or the Surviving Corporation; providedLC or relating to the Premises (the “Released Claims”). The Released Claims include all claims of every kind and nature, howeverknown or unknown, suspected or unsuspected, foreseen or unforeseen, that can be legally released. The Parties hereby expressly agree to release such unknown and unsuspected claims, and except as otherwise stated in 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 waive any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which 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), 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 rights they may have against the Shareholder for breach of this Agreement. (c) With respect under any applicable statute, including but not limited 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, 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 itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and acknowledges that he, she or it, as applicable, has been fully advised by its attorney of the contents of California Civil Code 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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle principles which would limit the effect of similar effect in any jurisdiction this Agreement to those claims actually known or suspected to exist at the extent relating 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 claims released by such party under this provisions of California Civil Code Section 5.12.1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows:

Mutual Release. (a) Receipt by BCP&G of all funds in Section 6 is a condition precedent to this mutual release taking effect. The Shareholder, solely in such capacity as Parties acknowledge and agree that the releases they are obtaining hereunder constitute a Shareholder material inducement for them to enter into this Agreement. Upon the execution of this Agreement by all Parties hereto and subject to the Company, hereby releases terms and discharges Parentconditions of this Agreement, the CompanyParties, the Surviving Corporation and for themselves, their respective officersheirs, directorssuccessors, personal representatives, administrators, executors, assigns, receivers, partners, insurers, employees, agents, attorneys, representativessubsidiaries, successors parent companies, shareholders (past, current and assigns (future), officers, directors, and the accountants, hereby mutually release, remise, and discharge forever each other, and their respective heirs, executorssuccessors, personal representatives, administrators, representativesexecutors, successors and assigns of such officersassigns, directorsreceivers, partners, employees, agents, attorneys attorneys, subsidiaries, parent companies, shareholders (past, current and representatives) future), officers, directors and accountants, and each of them, and anyone chargeable on their behalf, of and from any and all, and all claimsmanner of, actions, causes of action, claims, cross-claims for indemnification and/or contribution, suits, arbitrations, settlements, debts, dues, sums of money, accounts, reckonings, bonds, bills, special- ties, covenants, controversies, agreements, promises, variances, trespasses, injuries, damages, costs, expenses, attorneys’ fees, judgments, claims executions, obligations, and demands whatsoever, at in law or in equity, which known or unknown, patent or latent, that the Shareholder, solely as a result of the Shareholder’s status as a Shareholder of the Company, had Parties now hold or now has as of the date of this Agreement, upon have at any time heretofore owned or held or may at any time own or hold against any other Party by reason of any matteracts, cause circumstances, facts, events or thing whatsoever relating, directly transactions arising from 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, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which 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), 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 relating 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, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives)Project, and the Shareholder, on behalf of himself, herself or itself (as applicable) and the Shareholder’s affiliates, each (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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction to the extent Action excepting there from claims relating to and/or arising from latent construction defects in the claims released work performed by such party under this Section 5.12.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 ShareholderParties hereby knowingly and voluntarily release and forever discharge the other Parties, solely in such capacity as a Shareholder for itself, successors, and assigns and each of the Company, hereby releases and discharges Parent, the Company, the Surviving Corporation and their respective its officers, directors, employeesmanagers, members, shareholders, subsidiaries and affiliates, and hereby further release, remise and forever discharge the other Parties and their respective predecessors, successors, assigns, managers, shareholders, representatives, parent corporations, subsidiaries, affiliates, agents, servants, employees, attorneys, representativesconsultants, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employeeseach in their corporate and individual capacities, agentsfrom any and all claims or causes of action, attorneys counterclaims and representativescross-claims arising out of or in any way related to the Violations and/or Sears Violations as set forth in this Agreement. (b) from This Agreement specifically and generally includes any and all claims, actionsviolations, counterclaims, cross-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, and liabilities of any kind (upon any legal or equitable theory, whether contractual, common law, statutory, federal, state, local or otherwise, and including, but not limited to, any claims for attorneys’ fees, costs and demands disbursements of any kind), whether known or unknown whatsoever, at law or in equity, which the Shareholder, solely as a result that each of the Shareholder’s status as a Shareholder of the CompanyParties ever had, had now have, or now has as of the date of this Agreementhereafter can, upon shall, or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, may claim to Parent, the Company or the Surviving Corporation; provided, however, that this release shall not cover any claims the Shareholder may have against another Party solely in connection with the Parent for failure to pay Fire at the purchase price for the Shares tendered pursuant to Section 1.3 or otherwise for breach of the Merger AgreementProperty. (bc) ParentWithout limiting the generality of the foregoing set forth above, the Company, the Surviving Corporation Parties and each of their respective officers, directors, employeesmanagers, members, shareholders, subsidiaries and aff iliates, hereby further release, remise and forever discharge the other Parties and their respective predecessors, successors, assigns, managers, shareholders, representatives, parent corporations, subsidiaries, affiliates, agents, servants, employees, attorneys, representativesconsultants, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys each in their corporate and representatives) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Companyindividual capacities, from any and all claims, actions, claims or causes of action, suits, debts, sums action arising out of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equityany 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, which Parentexcept Telgian, Sears, the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (Kmart-related Stores and the respective heirsTownship, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as of shall be deemed subject to the date terms of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, . This Agreement shall be deemed to Parent, apply only to Telgian and Sears and the Company or the Surviving Corporation; provided, however, that this release Violations and/or Sears Violations issued to them. This Agreement shall not cover 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 Parent may have beginning of time to the date hereof by any Party against another Party, solely in connection with and arising out of the Shareholder for breach of Violations and/or Sears Violations and/or the Fire at the Property, about which the Parties do not know or suspect to exist in their favor, whether through ignorance, oversight, error, negligence or otherwise, and which, if known, would materially affect the Parties’ decision to enter into 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, 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 itself (as applicable) and the Shareholder’s affiliates, each (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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. (a) The ShareholderExcept for the Parties’ respective obligations hereunder, solely and for and in such capacity as a Shareholder consideration of the Companymutual promises and covenants contained herein, hereby releases and discharges Parentother good and valuable consideration, the Companyreceipt and sufficiency of which are hereby acknowledged, upon receipt of the Surviving Corporation Settlement Payment referenced in Section 2, Venture for itself and their respective its Affiliates (including without limitation Tollgate Venture LLC and KJE Investments, LLC), officers, directors, shareholders, members (including without limitation ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇), employees, agents, attorneyssuccessors and assigns (collectively, representativesthe “Tollgate Parties”), does hereby and forever discharge each of CCTI, the Company, Century Casinos, Inc., a Delaware corporation, and each of their respective Affiliates, officers, directors, shareholders, employees, agents, successors and assigns (collectively, the “Century Parties”), of and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives) from any and all manner of claims, contractual obligations, demands, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands promises or damages whatsoever, at in law or in equity, whether heretofore asserted or not and whether known or unknown (“Claims”), which any of the ShareholderTollgate Parties has, solely 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 Shareholder’s status as a Shareholder Company or of the CompanyCentury Parties. (b) Except for the Parties’ respective obligations hereunder, and for 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 and all manner of Claims, which any of the Century Parties has, had or now has as claims to have against any or all of the date Tollgate 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 Tollgate Parties. (c) For purposes of this Agreement, upon “Affiliate” means, with respect to any Person (as defined below), any Person that controls, is controlled by or by reason of any matteris under common control with such Person, cause or thing whatsoever relatingtogether 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 Parentdirect, or cause the direction of, the Company management or the Surviving Corporation; providedpolicies of another Person, howeverwhether through ownership of voting securities, 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 by contract, or otherwise for breach of the Merger Agreementotherwise. “Person” means an individual, partnership, limited liability company, association, corporation, or other entity. (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, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, which 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), 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, 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 itself (as applicable) and the Shareholder’s affiliates, each (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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. (a) The ShareholderEffective as of the Closing Date and the payment of the entire Purchase Price by the Purchaser to the Sellers, solely in such capacity as a Shareholder the Purchaser, each of the Sellers, and the Company, hereby releases and discharges Parent, the Company, the Surviving Corporation for each of them and their respective respective, as applicable, successors, legal representatives, assigns and all persons claiming by, through or under them, and each of their respective, as applicable, members, parent, subsidiary and/or affiliated companies or entities, shareholders, officers, directors, partners, members, employees, agents, attorneysrepresentatives and attorneys of all of the foregoing, and their respective successors, legal representatives, successors assigns and assigns all persons claiming by, through or under any of them (collectively, "Representatives"), do hereby release, acquit and the forever discharge each other and their respective heirs, executors, administrators, representatives, successors Representatives from and assigns of such officers, directors, employees, agents, attorneys and representatives) from against any and all claims, manner of actions, causes of action, suits, debts, dues, sums of moneymoney owed to them, controversiescompensation, agreementscommissions, promisescovenants, costs, judgments, damages, judgmentsand claims, claims demands and demands whatsoeveractions of whatever nature or kind, at in law or in equityequity (collectively, the "Claims") which any of them now have or had or may ever have against each other and all of their respective Representatives, singularly or in combination, on account of, arising out of, or in connection with any matter, transaction, act, omission or other involvement of whatever nature or kind from the beginning of time through the end of time, which in any way relate to (a) the Shareholder, solely as a result of Sellers' investment and membership in the Shareholder’s status as a Shareholder of Mall Owner and the Company, had (b) any and all rights and obligations under the current or now has as any former Operating Agreements for the Mall Owner or the Company, (c) any and all rights and obligations under any other agreements or understandings relating to the Seller's investment in and ownership of the date Mall Owner's or the Company's business or assets, including without limitation any and all financial reporting and accounting matters associated therewith, (d) the transfer of this Agreementthe Interests, upon or by reason of (e) any matter, cause or thing whatsoever relatingother matters, directly or indirectly, relating to Parentany of the foregoing, or (f) matters relating to this Agreement, except for any obligations set forth in this Agreement which are expressly intended to survive the Closing Date or expressly intended to occur after the Closing Date. Each of the Purchaser, the Company or Sellers and the Surviving Corporation; providedCompany, howeveras of the Closing Date agree to indemnify and hold the other and all of its respective Representatives harmless, that this release shall not cover any claims including without limitation, the Shareholder may have against the Parent for failure obligation to pay the purchase price for the Shares tendered pursuant to Section 1.3 or otherwise for breach other's legal fees and expenses arising out of any Claims made in violation of the Merger release and indemnity provisions contained in this section of the Agreement. (b) Parent. Not in limitation of the foregoing, but as further illustration, each of the Purchaser, the CompanySellers and the Company covenant and agree, as of the Surviving Corporation Closing Date for and on behalf of each of them and their respective officersRepresentatives, directorsto forever refrain from instituting, employeesprosecuting, 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 asserting or otherwise pursuing or pressing against each other any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law or in equity, Claims which 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), had or now has as of the date are released hereby. The terms of this Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, section are intended to Parent, survive the Company or the Surviving Corporation; provided, however, that this Closing forever. The foregoing mutual release shall not cover any claims the Parent may have against the Shareholder for breach contained in Section 8 of this Agreement.Agreement is not intended to terminate or release any obligations under the following agreements: (c) With respect a. The Ring Road Agreement attached to this Agreement as Exhibit B; and, b. Various declarations of restrictions, curb cut and access maintenance agreements and sign easement agreements relating to real estate adjacent 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, 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 itself (as applicable) and the Shareholder’s affiliates, each (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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12Center.

Mutual Release. (a) The Shareholder, solely in such capacity as a Shareholder Effective on the Surrender Date and upon satisfaction of the Companyapplicable terms and conditions set forth in this Seventh Amendment and except as set forth in Section 4(e) below, hereby releases Lessor, on behalf of itself and discharges Parentits officers, members, managers, agents, employees, attorneys, and representatives (collectively, the Company“Releasing Landlord Parties”) hereby releases, the Surviving Corporation acquits, and their respective officersforever discharges Lessee and its subsidiaries, affiliates, partners, shareholders, directors, employeesofficers, agents, employees, attorneys, and representatives, successors and assigns (and as well as the respective heirs, executors, administrators, personal representatives, successors successors, and assigns of such officersany and all of them (collectively, directors, employees, agents, attorneys and representativesthe “Released Tenant Parties”) from any and all losses, damages, claims, demands, debts, actions, causes of action, suits, debts, sums of money, controversiescontracts, agreements, promisesobligations, damagesaccounts, judgmentsdefenses, claims offsets, expenses (including, without limitation, court costs, the deductible amount of any insurance, attorneys’ fees, charges, and demands whatsoeverdisbursements), and liabilities of any kind 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 the ShareholderReleasing Landlord Parties ever had, solely as a result of now have, or might hereafter have, against the Shareholder’s status as a Shareholder of the CompanyReleased Tenant Parties, had jointly or now has as of the date of this Agreementseverally, upon for or by reason of any matter, cause or thing whatsoever relatingwhatsoever, 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, to Parent, excepting only the Company rights created or the Surviving Corporation; provided, however, that reserved by 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 AgreementSeventh Amendment. (b) ParentEffective 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), the CompanyLessee, the Surviving Corporation on behalf of itself and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns (and the respective heirs, executors, administrators, representatives, successors and assigns of such its officers, directors, shareholders, agents, employees, attorneys, agents, attorneys 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”) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Company, from any and all claimsLosses, actionsknown or unknown, causes of actionsuspected or unsuspected, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoeverin contract or in tort, at law or in equity, which Parentthe Releasing Tenant Parties ever had, now have or might hereafter have, against the CompanyReleased Landlord Parties, the Surviving Corporation and their respective officersjointly or severally, 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), had or now has as of the date of this Agreement, upon for or by reason of any matter, cause or thing whatsoever relatingwhatsoever, 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, to Parent, excepting only the Company rights created or the Surviving Corporation; provided, however, that reserved by this release shall not cover any claims the Parent may have against the Shareholder for breach of this AgreementSeventh Amendment. (c) With respect to Each of 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, 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 itself (as applicable) and the Shareholder’s affiliates, each (A) represents, warrants and Releasing Parties acknowledges that he, she she, or it, as applicable, it has been fully advised informed by his, her, or its attorney attorneys of the contents provisions of Section 1542 of the Civil Code of the State of California, and (B) does hereby expressly waives the waive and relinquish all rights and benefits thereof that he, she she, or itit has or may have, as applicableor had under that section (and under any and all similar provisions contained in the law of any and all other jurisdictions, may have thereunder. Section 1542 of within and without the Civil Code of United States), respecting the State of California provides Losses released in this Article 4, which reads as follows: ParentA 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, on behalf IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. (d) Each of itselfthe Releasing Parties acknowledges that it may hereafter discover facts or law different from or in addition to those it now knows or believes to be true 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 Company matters released, notwithstanding any such additional facts or law. (e) It is the express intention of the Releasing Parties and 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, employees, agents, attorneys and representatives)Released Parties, and each of them, that the ShareholderLosses released pursuant to this Article 4 above do not include Losses, on behalf of himselfif any, herself which arise from, pertain to, or itself are based upon: (1) the Surviving Obligations (as applicablelimited by the last sentence of Section 3(a) above); (2) a breach of this Seventh Amendment, including, without limitation, a breach of any representations and warranties set forth in this Seventh Amendment; (3) a breach of the Shareholder’s affiliates, also hereby waive Lease respecting the benefits of, and any rights that such party may have under, any statute Remaining Premises; or common law principle of similar effect in any jurisdiction to (4) the extent relating to the claims released by such party under this Section 5.12Remaining Premises.

Mutual Release. A. Except for (ai) The Shareholderthose obligations created by or arising out of this Transition Agreement, solely (ii) Executive's existing benefits under the ▇▇▇▇▇ Instruments Corp. 1997 Stock Incentive Plan, as amended (which benefits shall remain in such capacity effect as a Shareholder specified in Section II hereof), and (iii) the obligations of the Company, hereby releases and discharges Parent, Company in favor of Executive under the Company's Certificate of Incorporation, the Surviving Corporation and their respective officersBylaws or pursuant to that certain Indemnity Agreement, directorsdated March 1, employees1998, agents, attorneys, representatives, successors and assigns (between Executive and the respective Company (the "Indemnity Agreement"), Executive on behalf of himself, his descendants, dependents, heirs, executors, administrators, representativesassigns, successors and assigns successors, and each of such officersthem, hereby covenants not to ▇▇▇ and fully releases and discharges the Company, and its parents, subsidiaries and affiliates, past and present, and each of them, as well as its and their trustees, directors, employeesofficers, agents, attorneys attorneys, insurers, employees, stockholders, representatives, assigns, and representatives) successors, past and present, and each of them, hereinafter together and collectively referred to as "the Company Releasees," with respect to and from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, suitsobligations, debts, sums of moneycosts, controversiesexpenses, agreements, promisesattorneys' fees, damages, judgments, claims orders and demands liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against said Company Releasees, arising out of or in any way connected with his service as an officer, director, or employee of any of the Company Releasees, his separation from his position as an officer, director, and employee of any of the Company Releasees, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatsoever, at law known or in equityunknown, which suspected or unsuspected, resulting from any act or omission by or on the Shareholderpart of said Company Releasees, solely as a result or any of the Shareholder’s status as a Shareholder of the Companythem, had committed or now has as of omitted prior to the date of this Transition Agreement including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the California Fair Employment and Housing Act, the California Family Rights Act, or any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers' compensation or disability. B. Except for those obligations created by or arising out of this Transition Agreement, upon or by reason of any matter, cause or thing whatsoever relating, directly or indirectly, to Parent, the Company or the Surviving Corporation; providedon behalf of itself, howeverits directors, 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, directorssubsidiaries, employeesassigns, agentsand successors, attorneysand each of them, representativeshereby covenants not to ▇▇▇ and fully releases and discharges Executive, successors and assigns (and the respective his descendants, dependents, heirs, executors, administrators, representativesassigns and successors, successors past and assigns present, and each of such officersthem, as well as their trustees, directors, shareholdersofficers, agents, attorneys, insurers, employees, agents, attorneys stockholders and representatives) hereby release and discharge Shareholder, solely in such capacity as a Shareholder of the Company, representatives from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, suitsobligations, debts, sums of moneycosts, controversiesexpenses, agreements, promisesattorneys' fees, damages, judgments, claims orders and demands liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, which it now owns or holds or it has at any time heretofore owned or held or may in the future hold as against Executive, arising out of or in any way connected with his service as an officer, director, or employee of the Company or any of its subsidiaries, his separation from his position as an officer, director, and employee of the Company or any of its subsidiaries, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatsoever, at law known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of Executive, committed or omitted prior to the date of this Transition Agreement and in equityany way related to the Company. C. It is the intention of Company and Executive in executing this instrument that the same shall be effective as a bar to each and every claim, which Parentdemand and cause of action hereinabove specified. In furtherance of this intention, the Company and Executive each hereby expressly waives any and all rights and benefits conferred upon such party by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE and expressly consents that this Transition Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. SECTION 1542 provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." The Company and Executive each acknowledges that such party understands the significance and consequence of such release and such specific waiver of SECTION 1542. D. In addition (i) Executive agrees that he shall not directly or indirectly, make or ratify any statement, public or private, oral or written, to any person that disparages, either professionally or personally, the Company or its subsidiaries and affiliates, past and present, and each of them, as well as its and their directors, officers and employees, and each of them and (ii) the Company agrees that it shall not directly or indirectly, make or ratify any statement, public or private, oral or written, to any person that disparages Executive, either professionally or personally. The Company shall have no right to offset payments otherwise required under this Agreement in the event of a breach of Executive's undertakings in this paragraph but the Company shall in such event be permitted to seek specific performance and any other remedies available to it, including recovery of any damages incurred by it as a result of such breach. E. The Company expressly acknowledges that the provisions of the Indemnity Agreement, including Section 8 thereof, and the provisions of Section 14 of the Employment Agreement continue to apply to Executive. Accordingly, the Company covenants and agrees that as long as Executive shall continue to serve as a director and/or officer of the Company and thereafter so long as Executive shall be subject to any possible Proceeding, the Company, subject to the Surviving Corporation penultimate sentence of this Section VI.E, shall promptly obtain and their respective maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance") in reasonable amounts from established and reputable insurers. In all D&O Insurance policies, directors, employees, agents, attorneys, representatives, successors Executive shall be provided the same rights and assigns (and benefits as are accorded to the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, shareholders, employees, agents, attorneys and representatives), had or now has as most favorably insured of the date Company's directors and officers. Notwithstanding anything in this Section VI.E, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that insurance is not reasonably available, the premium costs for insurance are disproportionate to the amount of coverage provided or the coverage provided by insurance is so limited by exclusions that it provides an insufficient benefit. For purposes of this AgreementSection VI.E, upon the term "Proceeding" shall include any threatened, pending or completed action, suit or proceeding, whether brought by or in the name of the Company or otherwise and whether of a civil, criminal or administrative or investigative nature, by reason of any matterthe fact that Executive is or was a director and/or officer of the Company, cause or thing whatsoever relating, directly is or indirectly, to Parent, was serving at the request of the Company as a director, officer, employee or agent of another enterprise, whether or not he is serving in such capacity at the Surviving Corporation; provided, however, that this release shall not cover time any claims liability or expense is incurred for which indemnification or reimbursement is to be provided under the Parent may have against the Shareholder for breach of this Indemnity 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, 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 itself (as applicable) and the Shareholder’s affiliates, each (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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.

Mutual Release. (a) The Shareholder, solely in such capacity as a Shareholder of the Company, hereby releases on behalf of itself, its Affiliates, and discharges Parent, the Company, the Surviving Corporation its and their respective officersRepresentatives (collectively, directorsthe “Company Releasing Parties”) hereby waive, employeesrelease and fully discharge, agentsto the fullest extent permitted under applicable Law, attorneysPurchaser, representativesits Affiliates, successors and assigns their respective Representatives (collectively, the “Purchaser Released Parties”), from and the respective heirs, executors, administrators, representatives, successors and assigns of such officers, directors, employees, agents, attorneys and representatives) from against any and all rights, claims, actionscounterclaims, remedies, liabilities, demands, covenants, costs, damages, expenses, dues, accounts, bonds, Contracts, executions, judgments, actions and causes of action, suitswhether known or unknown, debtsvested or contingent, sums of moneyexpress or implied, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at whether in law or equity or whether sounding in equitycontract or tort, 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 relatingCompany Releasing Party may have, directly or indirectly, against any Purchaser Released Party, now or in the future, that in any way relate (directly or indirectly) to Parentthe Securities Purchase Agreement, the Company 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 or the Surviving Corporation; providedsubject matter or negotiation thereof, however, that other than with respect to 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 Termination Agreement. (b) ParentEach of Purchaser and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, on its and his behalf and on behalf of its and his Affiliates and its and their and his respective Representatives (collectively, the “Purchaser Releasing Parties”) hereby waive, release and fully discharge, to the fullest extent permitted under applicable Law, the Company, the Surviving Corporation its Affiliates, and their respective officersRepresentatives (collectively, 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“Company Released Parties”), from and against any and all rights, claims, actionscounterclaims, remedies, liabilities, demands, covenants, costs, damages, expenses, dues, accounts, bonds, Contracts, executions, judgments, actions and causes of action, suitswhether known or unknown, debtsvested or contingent, sums of moneyexpress or implied, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at whether in law or equity or whether sounding in equitycontract or tort, which 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), had or now has as of the date of this Agreement, upon or by reason of any matter, cause or thing whatsoever relatingPurchaser Releasing Party may have, directly or indirectly, against any Company Released Party, now or in the future, that in any way relate (directly or indirectly) to Parentthe Securities Purchase Agreement, the Company 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 Surviving Corporation; providedsubject matter or negotiation thereof, however, that other than with respect to this release shall not cover any claims Termination Agreement. The Company Releasing Parties and the Parent may have against Purchaser Releasing Parties are sometimes collectively referred to herein as the Shareholder for breach of this Agreement“Releasing Parties.” (c) With respect to the release under this The releases set forth in Section 5.12, Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or itself (as applicable2(a) and the Shareholder’s affiliatesSection 2(b) extend to all claims identified therein of any nature, each (A) representswhether or not known, warrants and acknowledges that he, she expected or itanticipated to exist in favor of either Company Releasing Parties or Purchaser Releasing Parties against any Purchaser Released Party or Company Released Party, as applicable, has been regardless of whether any unknown, unsuspected or unanticipated claim would materially affect settlement and compromise of any matter mentioned herein. In making this voluntary express waiver, the Releasing Parties acknowledge that claims or facts in addition to or different from those which are now known to exist with respect to the matters mentioned herein or may later be discovered and that it is the Releasing Parties’ respective intentions to hereby fully advised by its attorney and forever settle and release any and all matters identified in Section 2(a) and Section 2(b), regardless of the contents possibility of Section 1542 of the Civil Code of the State of California, and (B) hereby expressly waives the benefits thereof that he, she later discovered claims or it, as applicable, may have thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12facts.

Mutual Release. (aA) The ShareholderAs material inducement for, solely and in such capacity as a Shareholder consideration of, this Agreement, Polar, upon effectiveness of the CompanyResale Registration Statement, hereby releases for itself and discharges Parentits present, the Companyformer, the Surviving Corporation 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, 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, successors agents, and assigns (attorneys, and the their respective heirspresent, executorsformer, administratorsand future directors, representatives, successors and assigns of such officers, directorsstockholders, managers, members, partners, employees, trustees, agents, and attorneys to the fullest extent permitted by law, of and representatives) from any and all claims, actions, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law Claims arising under or in equity, which related to the Shareholder, solely as a result Amounts Due (or any one or more of the Shareholder’s status as Amounts Due) that could have been asserted in a Shareholder of the Companylawsuit. (B) As material inducement for, had or now has as of the date of and in consideration of, this Agreement, each Party hereto other than Polar, 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 effectiveness of the Merger Agreement. (b) ParentResale Registration Statement, the Companyfor itself and its present, the Surviving Corporation 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, directorsstockholders, 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, successors agents, and assigns (attorneys, and the their respective heirspresent, executorsformer, administratorsand future directors, representatives, successors and assigns of such officers, directorsstockholders, shareholdersmanagers, members, partners, employees, trustees, agents, and attorneys to the fullest extent permitted by law, of 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, sums of money, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, at law Claims arising under or in equity, which Parent, related to the Company, the Surviving Corporation and their respective officers, directors, employees, agents, attorneys, representatives, successors and assigns Amounts Due (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 any one or more 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, Amounts Due) that this release shall not cover any claims the Parent may could have against the Shareholder for breach of this Agreementbeen asserted in a lawsuit. (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, 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 itself (as applicable) and the Shareholder’s affiliates, each (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 thereunder. Section 1542 of the Civil Code of the State of California provides as follows: Parent, on behalf of itself, the Company and 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, employees, agents, attorneys and representatives), and the Shareholder, on behalf of himself, herself or 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 common law principle of similar effect in any jurisdiction to the extent relating to the claims released by such party under this Section 5.12.