Common use of Mutual Release Clause in Contracts

Mutual Release. (a) If and only if the Closing occurs, Parent and Seller, each for itself, and their respective heirs, personal representatives, successors and assigns (collectively, the “Seller Releasors”), hereby forever fully and irrevocably releases and discharges the Company, each of its Subsidiaries, and each of their respective predecessors, successors, direct or indirect subsidiaries and past and present stockholders (other than Buyer), members, managers, directors, officers, employees, agents, and other representatives (collectively, the “Released Parties”) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Seller Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements. (b) If and only if the Closing occurs, Buyer, for itself and its heirs, personal representatives, successors and assigns (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Released Parties (other than Parent and Seller) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Buyer Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Buyer Released Claim. Notwithstanding the preceding sentence of this Section 5.3(b), “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements.

Mutual Release. (a) If and only if Effective upon the Closing occursand without further action by any Person, Parent and the Seller, on behalf of itself and each for itselfof its Subsidiaries (other than the Transferred Entities) (each, a “Seller Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and their respective heirsforever discharges and releases each of the Purchaser, personal representatives, successors its direct parent entity and assigns the Transferred Entities (collectively, the “Seller Releasors”), hereby forever fully and irrevocably releases and discharges the Company, each of its Subsidiaries, and each of their respective predecessors, successors, direct or indirect subsidiaries and past and present stockholders (other than Buyer), members, managers, directors, officers, employees, agents, and other representatives (collectively, the “Purchaser Released Parties”) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities Liabilities of any kind whatsoever or nature whatsoever, in law each case arising or equity and causes occurring or that could have arisen or occurred from any actions, omissions or state of action of every kind and naturefacts occurring, not occurring or otherwise in existence (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenseswhether or not known) arising out of on or related to events, facts, conditions or circumstances existing or arising prior to the Closing Dateand whether absolute or contingent, which the Seller Releasors canliquidated or unliquidated, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Seller Released Claims”), and hereby irrevocably agree the Seller, on behalf of itself and each other Seller Releasing Person, covenants and agrees not to refrain from directly ▇▇▇, assert or indirectly asserting otherwise seek to recover any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, amounts in any court or before any tribunal, against any Released Party based upon forum in regard to any Seller Released ClaimClaims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). Notwithstanding The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the preceding sentence subject matter of this Section 5.3(a)release may hereafter be discovered, “but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims” does not include, and . Without limitation of the provisions of this Section 5.3(a) shall not release or otherwise diminishforegoing, the obligations Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any Party set forth in or arising under any provisions provision of this Agreement or Law, including California Civil Code Section 1542, that purports to limit the Ancillary Agreementsscope of a general release. (b) If and only if Effective upon the Closing occursand without further action by any Person, Buyerthe Purchaser, for on behalf of itself and each of the Transferred Entities (each, a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its heirs, personal representatives, successors and assigns Subsidiaries (other than the Transferred Entities) (collectively, the “Buyer ReleasorsSeller Released Parties”), hereby forever fully and irrevocably releases and discharges the Released Parties (other than Parent and Seller) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities Liabilities of any kind whatsoever or nature whatsoever, in law each case arising or equity and causes occurring or that could have arisen or occurred from any actions, omissions or state of action of every kind and naturefacts occurring, not occurring or otherwise in existence (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenseswhether or not known) arising out of on or related to events, facts, conditions or circumstances existing or arising prior to the Closing Dateand whether absolute or contingent, which the Buyer Releasors canliquidated or unliquidated, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Buyer Purchaser Released Claims”), and hereby irrevocably agree the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to refrain from directly ▇▇▇, assert or indirectly asserting otherwise seek to recover any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, amounts in any court or before forum in regard to any tribunal, against Purchaser Released Claims from any of the Seller Released Party based upon any Buyer Released Claim. Notwithstanding the preceding sentence of this Section 5.3(b), “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) shall not release or otherwise diminish, the obligations of any Party set forth Parties (except as provided in or arising under any provisions of this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or shall be deemed to constitute, a release of any claim that any party to this Agreement or any Ancillary AgreementsAgreement may have hereunder or thereunder.

Mutual Release. (a) If In consideration of the mutual promises and only if the Closing occurs, Parent and Seller, each for itselfcovenants contained herein, and after consultation with their respective heirscounsel, personal representatives, successors and assigns (collectively, the “Seller Releasors”), hereby forever fully and irrevocably releases and discharges the Company, each of its SubsidiariesTinicum, the Stockholder Group, and each of them, on behalf of themselves and for all of their respective predecessorspast and present affiliated, associated, related, parent and subsidiary companies, joint venturers and partnerships, successors, direct or indirect subsidiaries assigns, and past and present stockholders (other than Buyer)the respective owners, members, managersofficers, directors, officerspartners, agents, employees, agentsshareholders, consultants and other representatives attorneys of each of them (collectivelycollectively "Affiliated Persons"), irrevocably and unconditionally release, acquit and forever discharge each of the “Released Parties”) others and all of their Affiliated Persons, from any and all actions, suitscauses of action, claims, actions, rights, judgments, obligations, damages, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, agreementsdues, obligationssums of money, promisesexpenses, judgmentsspecialties and fees and costs (whether direct, indirect or liabilities consequential, incidental or otherwise including, without limitation, attorney's fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Partieswhatsoever, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated in their own right and derivatively, in law or in equity or liabilities of whatever kind or character (collectively, the “Seller Released "Claims”"), and hereby irrevocably agree to refrain from directly which the Parties have or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, may have against any Released Party one another based upon any Seller Released Claim. Notwithstanding events occurring prior to the preceding sentence date of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions execution of this Agreement or the Ancillary Agreements. (b) If and only if the Closing occurs, Buyer, for itself and its heirs, personal representatives, successors and assigns (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Released Parties (other than Parent and Seller) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to eventsthe proxy solicitations being conducted by each of the Company and the Stockholder Group in connection with the Annual Meeting, factsas well as the purchase and ownership of the Common Stock by each of Tinicum and the Stockholder Group (the "Released Matters"). The Parties acknowledge that this general release of claims includes, conditions or circumstances existing or arising but is not limited to, any and all statutory and common law claims for, among other things, fraud and breach of fiduciary duty based upon events occurring prior to the Closing Date, which date of the Buyer Releasors can, shall or may have against execution of this Agreement. The Parties intend that the foregoing release be broad with respect to the Released PartiesMatters, whether known provided, however, this release and waiver of Claims shall not include claims to enforce the terms of this Agreement; and provided further that nothing in the foregoing release shall be deemed or unknownconstrued, suspected now or unsuspectedhereafter, unanticipated as well limiting in any manner any right of indemnification inuring to the benefit of any director or former director of the Company arising under the Certificate of Incorporation, as anticipated (collectivelyamended, of the Company, the “Buyer Released Claims”), and hereby irrevocably agree to refrain from directly Company’s by-laws or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Buyer Released Claim. Notwithstanding the preceding sentence of this Section 5.3(b), “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreementsotherwise.

Mutual Release. (a) If In consideration for the Sellers' execution, delivery and only if performance of this Agreement, and for other good and valuable consideration, the Closing occursreceipt of which is hereby acknowledged, Parent the Buyer and SellerCTIG for themselves and on behalf of their heirs, each for itselfexecutors, administrators, personal representatives, present and former officers, directors, employees, agents, predecessors, successors and/or assigns, as applicable, hereby releases, remises and forever discharges the Sellers, and their respective heirs, executors, administrators, personal representatives, agents, successors and assigns (the "Seller Released Parties") of and from all manner of actions, causes of action, suits, claims, controversies, covenants, contracts, agreements, rights, promises, trespasses, damages, losses and expenses, judgments, sums of money, debts, dues, demands, obligations or liabilities of any nature whatsoever, at law or in equity, whether asserted or unasserted, mature or contingent, known or unknown, accrued or unaccrued and whether for individual or joint conduct (collectively, the "Claims"), which now exist or which can, shall or may arise from, in connection with or relating to any action or omission from the beginning of the world through the date hereof; provided, however, nothing contained herein shall release or discharge any or all of the Sellers from any obligation they may have under this Agreement or affect the Buyer' or CTIG's right to enforce claims arising from or permitted under this Agreement. (b) In consideration for the Buyer's and CTIG's execution, delivery and performance of this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, each of the Sellers, for himself or herself and on behalf of his or her heirs, personal representatives, successors and assigns (collectively, the “Seller Releasors”)assigns, hereby releases, remises and forever fully and irrevocably releases and discharges the CompanyBuyer and CTIG and their respective heirs, each of its Subsidiariesexecutors, administrators, personal representatives, present and former officers, directors, employees, agents, predecessors, successors (by merger or otherwise) and/or assigns, as applicable, and each of their respective predecessorsCTIG's present and future parents, successorssubsidiaries, direct affiliates, divisions and partnerships in which such party has or indirect subsidiaries may have any interest, and past and present stockholders (other than Buyer), members, managers, the directors, officers, employees, agents, affiliates, shareholders, partners, members and other representatives managers of each of them (collectively, the “"Buyer Released Parties”) "), of and from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, Claims which now exist or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Seller Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kindarise from, in connection with or relating to any court action or before any tribunalomission from the beginning of the world through the date hereof; provided, against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.3(a)however, “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) nothing contained herein shall not release or otherwise diminish, discharge the obligations of Buyer and CTIG from any Party set forth in or arising obligation it may have under any provisions of this Agreement or the Ancillary Agreementsaffect Sellers' right to enforce claims arising from or permitted under this Agreement. (bc) If and only if The Sellers will hold the Closing occurs, Buyer, for itself and its heirs, personal representatives, successors and assigns (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Released Parties (other than Parent harmless and Seller) from will indemnify the same for any and all actionsexpenses, suits, claims, demands, debts, agreements, obligations, promises, judgments, costs and attorneys' fees that the Buyer Released Parties may suffer or liabilities incur by reason of a breach of any kind whatsoever in law or equity of the provisions herein by the Sellers. CTIG and causes of action of every kind the Buyer will hold the Seller Released Parties harmless and naturewill indemnify the same for any and all expenses, or otherwise (including, claims for damages, costs, expense, costs and attorneys’, brokers’ and accountants ' fees and expenses) arising out that the Seller Released Parties may suffer or incur by reason of or related to events, facts, conditions or circumstances existing or arising prior to a breach of any of the Closing Date, which provisions herein by the Buyer Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Buyer Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Buyer Released Claim. Notwithstanding the preceding sentence of this Section 5.3(b), “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary AgreementsCTIG.

Mutual Release. (a) If Effective as of the Closing, Acquiror, on behalf of itself and only if the Closing occurs, Parent its Subsidiaries and Seller, each for itself, its and their respective heirs, personal representatives, successors and assigns (collectivelyeach, the an “Seller ReleasorsAcquiror Releasing Party”), hereby forever fully unconditionally and irrevocably forever releases and discharges the Company, each Sponsor and each of its SubsidiariesAffiliates, and each of their respective predecessorsany past, successorspresent or future directors, direct or indirect subsidiaries and past and present stockholders (other than Buyer)managers, officers, employees, Representatives, agents, lenders, investors, partners, principals, members, managers, directors, officers, employees, agentsdirect or indirect shareholders or equityholders of any of the foregoing Persons, and other representatives the respective successors and assigns of the foregoing Persons (collectivelyeach, the an “Acquiror Released PartiesParty”) from ), of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all actionsproceedings, covenants, claims, liabilities, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity accounts, actions and causes of action of every any kind and natureor character whatsoever, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectivelyin Contract, the “Seller direct or indirect, primary or secondary, at Law or in equity, that such Acquiror Releasing Party ever had, now has or ever may have or claim to have against any Acquiror Released Claims”)Party, and hereby irrevocably agree to refrain from directly for or indirectly asserting by reason of any claim or demand or commencing (or causing to be commenced) any suitmatter, circumstance, event, action, inaction, omission, cause or proceeding thing arising at or prior to the Closing, or otherwise related to the pre-Closing period; provided, that nothing contained in this Section 4.11(a) shall be construed as a waiver of any kindrights under (i) this Sponsor Agreement, in (ii) any court other Transaction Agreement to which any Acquiror Releasing Party is party or before (iii) with respect to any tribunal, against any Acquiror Released Party based upon who is a natural person, any Seller Released Claimindemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses). Notwithstanding Acquiror, on behalf of itself and the preceding sentence other Acquiror Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims, and understands the significance of this Section 5.3(a)release of unknown claims and waiver of statutory protection against a release, “Seller Released Claims” does not includeon behalf of itself and the other Acquiror Releasing Parties, of unknown claims, and the provisions acknowledges and agrees that this waiver is an essential and material term of this Sponsor Agreement. Acquiror, on behalf of itself and each other Acquiror Releasing Party, acknowledges that each Sponsor will be relying on the waiver and release provided in this Section 5.3(a4.11(a) shall not release or otherwise diminish, in connection with entering into this Sponsor Agreement and that this Section 4.11(a) is intended for the obligations benefit of any the Acquiror Released Parties and to grant third party beneficiary rights to each Acquiror Released Party set forth in or arising under any provisions of to enforce this Agreement or the Ancillary AgreementsSection 4.11(a). (b) If and only if Effective as of the Closing occursClosing, Buyereach Sponsor, for on behalf of itself and its heirs, personal representatives, Subsidiaries and its and their respective successors and assigns (collectivelyeach, the a “Buyer ReleasorsSponsor Releasing Party”), hereby forever fully unconditionally and irrevocably forever releases and discharges Acquiror and each of its Affiliates, and any past, present or future directors, managers, officers, employees, Representatives, agents, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the foregoing Persons, and the respective successors and assigns of the foregoing Persons (each, a “Sponsor Released Parties (other than Parent Party”), of and Seller) from from, and hereby unconditionally and irrevocably waives, releases and discharges any and all actionsproceedings, covenants, claims, liabilities, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity accounts, actions and causes of action of every any kind and natureor character whatsoever, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectivelyin Contract, the “Buyer direct or indirect, primary or secondary, at Law or in equity, that such Sponsor Releasing Party ever had, now has or ever may have or claim to have against any Sponsor Released Claims”)Party, and hereby irrevocably agree to refrain from directly for or indirectly asserting by reason of any claim or demand or commencing (or causing to be commenced) any suitmatter, circumstance, event, action, inaction, omission, cause or proceeding thing arising at or prior to the Closing, or otherwise related to the pre-Closing period; provided, that nothing contained in this Section 4.11(b) shall be construed as a waiver of any kindrights under (i) this Sponsor Agreement, (ii) any other Transaction Agreement to which such Sponsor or any of its associated Sponsor Releasing Parties is party, (iii) any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses), (iv) any Affiliate Agreement set forth on Schedule II, or (v) any obligation to pay any Acquiror Expenses. Each Sponsor, on behalf of itself and each of its associated Sponsor Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims, and understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and its associated Sponsor Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Sponsor Agreement. Each Sponsor, on behalf of itself and each of its associated Sponsor Releasing Parties, acknowledges that Acquiror will be relying on the waiver and release provided in any court or before any tribunal, against any this Section 4.11(b) in connection with entering into this Sponsor Agreement and that this Section 4.11(b) is intended for the benefit of the Sponsor Released Parties and to grant third party beneficiary rights to each Sponsor Released Party based upon any Buyer Released Claim. Notwithstanding the preceding sentence of to enforce this Section 5.3(b4.11(b), “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements.

Mutual Release. (a) If Subject to Section 7.06(c), if and only if the Closing occurs, Parent and the Seller, each for itself, its Affiliates (excluding, for the avoidance of doubt, the Group Companies) and its successors and assigns, and their respective heirs, personal representatives, successors and assigns Affiliates (collectively, the “Seller Releasors”), hereby forever fully and irrevocably releases and discharges the CompanyBuyer, each of its Subsidiariesthe Group Companies, and each of their respective predecessors, successors, direct or indirect subsidiaries Subsidiaries and past and present stockholders equity holders (other than Buyerexcluding, for the avoidance of doubt, the Seller), members, managers, directors, officers, employees, agents, and other representatives Representatives (collectively, the “Buyer Released Parties”) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, Proceedings or liabilities of any kind whatsoever in law Law or equity and causes of action of every kind and nature, or otherwise (including, including claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing DateDate and solely to the extent relating to the Group Companies, which the Seller Releasors can, shall or may have against the Buyer Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Seller Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding other Proceeding of any kind, in any court or before any tribunal, against any Buyer Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.3(a); provided, “that such Seller Released Claims” does Claim shall not include, include (and the provisions of this Section 5.3(a7.06(a) shall not release or otherwise diminish) any matter arising between a portfolio company or limited partner (or equity or debt investor) of a Seller Releasor, on the obligations one hand, and any Buyer Released Party, on the other hand, that arises in the ordinary course of any Party set forth in or arising under any provisions of this Agreement or business and is unrelated to the Ancillary Agreementstransactions contemplated hereunder. (b) If Subject to Section 7.06(c), if and only if the Closing occurs, each Group Company and the Buyer, for itself itself, its Affiliates (excluding, for the avoidance of doubt, the Seller) and its heirs, personal representatives, successors and assigns assigns, and their respective Affiliates (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Seller and each of its predecessors, successors, direct or indirect Subsidiaries (excluding, for the avoidance of doubt, the Group Companies) and past and present equity holders, managers, directors, officers, employees, agents, and other Representatives (collectively, the “Seller Released Parties (other than Parent and SellerParties”) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, Proceedings or liabilities of any kind whatsoever in law Law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing DateDate and solely to the extent relating to the Group Companies, which the Buyer Releasors can, shall or may have against the Seller Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Buyer Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding other Proceeding of any kind, in any court or before any tribunal, against any Seller Released Party based upon any Buyer Released Claim. Notwithstanding ; provided, that such Buyer Released Claim shall not include (and the preceding sentence provisions of this Section 5.3(b7.06(b) shall not release or otherwise diminish) (x) any matter between any Group Company and any of its employees or advisors with respect to matters arising in connection with the management or operation of the businesses of the Group Companies (including under any (i) any Organizational Documents for any Group Company in effect as of the date of this Agreement which provide for indemnification rights and obligations, (ii) employment agreement or (iii) restrictive covenant agreement or Intellectual Property protection agreement), or (y) any matter arising between a portfolio company or limited partner (or equity or debt investor) of a Seller Releasor, on the one hand, and a Buyer Released Party, on the other hand, that arises in the ordinary course of business and is unrelated to the transactions contemplated hereunder. (c) Notwithstanding anything to the contrary in this Section 7.06, neither the “Buyer Released Claims” does not nor the “Seller Released Claims” shall include, and the provisions of this Section 5.3(b) 7.06 shall not release or otherwise diminish, (i) the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreementsany Related Agreement, or (ii) any claims for Fraud.

Mutual Release. (a) If and only if the Closing occurs, Parent and Seller, each for itself, itself and their respective its heirs, personal representatives, successors and assigns (collectively, the “Seller Releasors”), hereby forever fully and irrevocably releases and discharges FM Holdings and the Company, each of its Subsidiaries, Company and each of their respective predecessors, successors, direct or indirect subsidiaries and past and present stockholders (other than BuyerPurchaser), members, managers, directors, officers, employees, agents, and other representatives (collectively, the “Released Parties”) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities Liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Seller Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.3(a5.5(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a5.5(a) shall not release or otherwise diminish, the obligations of any Party Purchaser set forth in this Contract. Further, for the avoidance of doubt, the release by the Seller Releasors contained in this Section 5.5(a) is not, and shall not be construed as, a release by COF or CRIC of any claims, actions, obligations, or Liabilities arising under any provisions of this Agreement or relating to the Ancillary AgreementsGuaranties. (b) If and only if the Closing occurs, BuyerPurchaser, for itself and its heirs, personal representatives, successors and assigns (collectively, the “Buyer Purchaser Releasors”), hereby forever fully and irrevocably releases and discharges the Released Parties (other than Parent and Seller) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising with respect to the condition of the Property prior to or as of the Closing Date, which the Buyer Purchaser Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Buyer Purchaser Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Buyer Purchaser Released Claim. Notwithstanding the preceding sentence of this Section 5.3(b5.5(b), “Buyer Purchaser Released Claims” does not include, and the provisions of this Section 5.3(b5.5(b) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary AgreementsContract.

Mutual Release. Upon execution and delivery of this Agreement (a) If including receipt of its Note), and only if for other good and valuable consideration, the Closing occurs, Parent receipt and Sellersufficiency of which are hereby acknowledged, each of the Company and its Subsidiaries on the one hand, and each Purchaser on the other hand, for itself, and its respective successors, predecessors, assigns, subsidiaries, parents, affiliates and/or related entities, as well as their respective heirsofficers, personal representativesdirectors, successors and assigns (collectively, the “Seller Releasors”), hereby forever fully and irrevocably releases and discharges the Company, each of its Subsidiaries, and each of their respective predecessors, successors, direct or indirect subsidiaries and past and present stockholders (other than Buyer)owners, members, managersemployees, partners, agents, guarantors, investors, and/or any other successor in interest, hereby, and from the beginning of time through the date of the Transaction Documents, (x) agrees and acknowledges that the SPA has been mutually terminated as of January 10, 2024 and the execution of this Agreement constitutes written confirmation of such mutual termination and (y) releases, acquits and forever discharges the other party, its respective successors, predecessors, assigns, subsidiaries, parents, affiliates and/or related entities, as well as their respective officers, directors, officersowners, members, employees, partners, agents, and attorneys, guarantors, investors, and/or any other representatives (collectivelysuccessor in interest, the “Released Parties”) from any and all actionsclaims, suits, claimscounterclaims, demands, debtsactions, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and natureaction, or otherwise (including, claims for damages, costs, expenseexpenses, fees, suits, debts, dues, sums of money, accounts, bonds, bills, contracts, rights, covenants, controversies, variances, judgments, obligations and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Partiesother liabilities whatsoever, whether known or unknown, suspected whether foreseen or unsuspectedunforeseen, unanticipated as well as anticipated (collectively, the “Seller Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements. (b) If and only if the Closing occurs, Buyer, for itself and its heirs, personal representatives, successors and assigns (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Released Parties (other than Parent and Seller) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever whether in law or equity and causes of action of every kind and naturein equity, whether compulsory or permissive, whether sounding in tort, contract, fraud, statutory or regulatory violation or whether arising under federal, state, common, statutory or foreign law, or otherwise (includingany other law, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising rule or regulation that arise out of or related to events, facts, conditions or circumstances existing or arising prior relate in any way to the Closing DateSPAs, which including, but not limited to, as to the Buyer Releasors canMerger Agreement and the Business Combination to the extent that it relates in any way to the SPAs, shall amounts due or may have against payable thereunder or shares of the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectivelyCompany’s capital stock issuable in connection with such SPAs, the “Buyer Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Buyer Released Claim. Notwithstanding the preceding sentence of this Section 5.3(b), “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) shall not release or otherwise diminishMerger Agreement, the obligations of Business Combination and any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreementssuch related transactions.

Mutual Release. (a) If Subject to Section 7.9(c), if and only if the Closing occurs, Parent and the Seller, each for itself, its Affiliates (excluding, for the avoidance of doubt, the Company Group) and its successors and assigns, and their respective heirs, personal representatives, successors and assigns Affiliates (collectively, the “Seller Releasors”), hereby forever fully and irrevocably releases and discharges the CompanyPurchaser, each of its Subsidiariesthe Company Group, and each of their respective predecessors, successors, direct or indirect subsidiaries Subsidiaries and past and present stockholders equityholders (other than Buyerexcluding, for the avoidance of doubt, the Seller), members, managers, directors, officers, employees, agents, and other representatives Representatives (collectively, the “Purchaser Released Parties”) from any and all actions, suits, claims, demands, debtsActions, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law Law or equity and causes of action of every kind and nature, or otherwise (including, including claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing DateClosing, which the Seller Releasors can, shall or may have against the Purchaser Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Seller Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding Action of any kind, in any court or before any tribunal, against any Purchaser Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements. (b) If Subject to Section 7.9(c), if and only if the Closing occurs, Buyereach member of the Company Group and the Purchaser, for itself itself, its Affiliates (excluding, for the avoidance of doubt, the Seller) and its heirs, personal representatives, successors and assigns (collectively, the “Buyer Purchaser Releasors”), hereby forever fully and irrevocably releases and discharges the Released Parties Seller and each of its predecessors, successors, direct or indirect Subsidiaries (excluding, for the avoidance of doubt, the Company Group) and past and present equityholders, managers, directors, officers, employees, agents, and other Representatives (in each case other than Parent and Sellerthe Company Group) (collectively, the “Seller Released Parties”) from any and all actions, suits, claims, demandsActions, debts, agreements, obligations, promises, judgments, judgments or liabilities of any kind whatsoever in law Law or equity and causes of action of every kind and nature, or otherwise (including, including claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Dateand solely to the extent relating to the Company Group, which the Buyer Purchaser Releasors can, shall or may have against the Seller Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Buyer Purchaser Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding Action of any kind, in any court or before any tribunal, against any Seller Released Party based upon any Buyer Seller Released Claim. . (c) Notwithstanding anything to the preceding sentence of contrary in this Section 5.3(b)7.9, neither the “Buyer Purchaser Released Claims” does not nor the “Seller Released Claims” shall include, and the provisions of this Section 5.3(b) 7.9 shall not release or otherwise diminish, (i) the obligations of any Party set forth in or arising under any provisions of this Agreement or any Transaction Document, including, for the Ancillary Agreementsavoidance of doubt, any indemnification obligations set forth herein or therein and the survival periods set forth in Article IX, or (ii) any claims for Fraud.

Mutual Release. (a) If and only if the Closing occursThe Company, Parent and Seller, each for itself, and their respective heirsits parents, personal representativessubsidiaries, successors and assigns (collectivelyaffiliates, the “Seller Releasors”)attorneys, hereby forever fully and irrevocably releases and discharges the Company, each of its Subsidiaries, and each of their respective predecessors, successors, direct or indirect subsidiaries and past and present stockholders (other than Buyer), members, managersemployees, directors, officers, successors, legal representatives and assigns, does hereby irrevocably and completely release and discharge each of the Investors, and each Investor's fund management companies and all other entities providing services to such Investors, and all of their affiliates, partners, successors, assigns, employees, attorneys, agents, beneficiaries, heirs, representatives, and all other representatives (collectivelypersons, the “Released Parties”) firms or corporations liable, or who might be claimed to be liable, none of whom admit any liability, but all of whom deny liability, of and from any and all actions, suits, claims, demands, debtssums of money, agreementsactions, rights, causes of action, obligations, promises, judgments, liabilities or liabilities of any kind whatsoever in law or equity and causes of action costs of every kind and naturecharacter whatsoever which the Company has ever had or claimed to have or now has or claims to have or hereafter may have or claim to have against all, each or otherwise any of the Investors (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out or any of the persons or entities identified above related to events, facts, conditions or circumstances existing or arising prior to each of the Closing Date, which the Seller Releasors can, shall or may have against the Released PartiesInvestors), whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated or which the Company (collectivelyor any of the persons or entities identified above related to the Company), by itself or derivatively through any other entity, may now or hereafter otherwise have against each of the Investors arising out of any acts, omissions, events, occurrences, happenings, or circumstances occurring or existing prior to the date hereof. At the Effective Time, the “Seller Released Claims”)court action filed in the Supreme Court of the State of New York, County of New York, Index No. 98/105848 on April 3, 1998, will be dismissed with prejudice by the Company only as to the Investors; provided that the foregoing release and dismissal shall not affect or limit in any way whatsoever the rights of the Company in the aforesaid litigation or otherwise against the Non-Participating Investors, and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, all rights against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreementssuch Non-Participating Investors are expressly reserved. (b) If and only if the Closing occurs, BuyerEach Investor, for itself itself, its fund management companies and all other entities providing services to such Investors, its affiliates, successors, assigns, employees, attorneys, agents, beneficiaries, heirs and representatives, does hereby irrevocably and completely release and discharge the Company, and its heirsparents, personal subsidiaries, affiliates, attorneys, employees, directors, officers, successors, legal representatives, successors assigns, and assigns (collectivelyall other related persons, the “Buyer Releasors”)firms or corporations liable, hereby forever fully or who might be claimed liable, none of whom admit liability, but all of whom deny liability, of and irrevocably releases and discharges the Released Parties (other than Parent and Seller) from any and all actions, suits, claims, demands, debtssums of money, agreementsactions, rights, causes of action, obligations, promises, judgments, liabilities or liabilities of any kind whatsoever in law or equity and causes of action costs of every kind and nature, character whatsoever which each of the Investors (or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out any of the persons or entities identified above related to events, facts, conditions each of the Investors) has ever had or circumstances existing claimed to have or arising prior now has or claims to the Closing Date, which the Buyer Releasors can, shall have or hereafter may have or claim to have against the Released PartiesCompany (or any of the persons or entities identified above related to the Company), whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectivelyor which each of the Investors, by itself or derivatively through any other entity, may now or hereafter otherwise have against the “Buyer Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing Company (or causing any of the persons or entities identified above related to be commencedthe Company) arising out of any suitacts, actionomissions, events, occurrences, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Buyer Released Claim. Notwithstanding happenings occurring prior to the preceding sentence of this Section 5.3(b), “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreementsdate hereof.

Mutual Release. Each of the following subsections (a) If and only if through (d) is conditioned upon the Closing occurs, Parent and Seller, each for itselfoccurrence of the Termination Date, and their effective as of the Termination Date. (a) Authority, on behalf of itself and its respective heirspresent and former parents, personal representativessubsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, the “Seller Authority Releasors”), hereby releases, waives and forever fully discharges Central and irrevocably releases its respective present and discharges the Company, each of its Subsidiaries, and each of their respective predecessors, successors, direct or indirect subsidiaries and past and present stockholders (other than Buyer), former members, managers, directors, officers, employees, agents, representatives, permitted successors and other representatives permitted assigns (collectively, the “Released PartiesCentral Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Partiesnature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, unanticipated as well as anticipated in law, admiralty or equity (collectively, the “Seller Released Authority Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting which any claim or demand or commencing (or causing to be commenced) any suitof such Authority Releasors ever had, actionnow have, or proceeding hereafter can, shall, or may have against any of such Central Releasees for, upon, or by reason of any kindmatter, in cause, or thing whatsoever from the beginning of time through the Termination Date arising out of or relating to the Coordination Agreement, except for any court Authority Claims relating to rights and obligations preserved by, created by or before any tribunal, against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence otherwise arising out of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary AgreementsAgreement. (b) If and only if the Closing occursCentral, Buyer, for on behalf of itself and its heirs, personal representativesrespective present and former members, successors and assigns (collectively, the “Buyer Central Releasors” and, together with Authority Releasors, the “Releasors”)) hereby releases, hereby waives and forever fully discharges Authority and irrevocably releases its respective present and discharges former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members agents, representatives, permitted successors and permitted assigns (collectively, the Released Parties (other than Parent “Authority Releasees” and, together with the Central Releasees, the “Releasees”) of and Seller) from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and naturenature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, the “Central Claims” and, together with Authority Claims, the “Claims”), which any of such Central Releasors ever had, now have, or otherwise (includinghereafter can, claims for damagesshall, costsor may have against any of such Authority Releasees for, expenseupon, and attorneys’or by reason of any matter, brokers’ and accountants fees and expenses) cause, or thing whatsoever from the beginning of time through the Termination Date arising out of or related to events, facts, conditions or circumstances existing or arising prior relating to the Closing DateCoordination Agreement, which except for any Central Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Agreement. (c) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the Buyer Releasors cansubject matter of the release contained in this Section 2, shall or and which, if known at the time of signing this Agreement, may have against materially affected this Agreement and such Party’s decision to enter into it and grant the Released Partiesrelease contained in this Section 2. Nevertheless, except as otherwise expressly set forth herein, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, unanticipated and the release given herein is and will remain in effect as well a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as anticipated (collectivelya result of such different or additional Claims or facts. The Releasors expressly, the “Buyer Released Claims”)knowingly and intentionally waive any and all rights, benefits, and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding protections of any kind, state or federal statute or common law principle limiting the scope of a general release. (d) The Parties acknowledge and agree that all liabilities and obligations of Authority under or arising out of the Coordination Agreement and that are not released under this Agreement will remain the sole liabilities and obligations of Authority after the Closing and neither NextEra nor Buyer Subsidiary are assuming any of such liabilities or obligations in any court or before any tribunalrespect whatsoever. Accordingly, against any Released Party based upon any Buyer Released Claim. Notwithstanding the preceding sentence of this Section 5.3(b), “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) Central agrees that it shall not release seek any recourse with respect to such liabilities and obligations, no matter when or otherwise diminishhow arising, the obligations from NextEra, Buyer Subsidiary or any of their respective affiliates. NextEra, as a successor in interest of Authority, agrees that it shall not seek and shall not permit Buyer Subsidiary to seek any Party set forth recourse with respect to such liabilities and obligations, no matter when or how arising, from Central in or arising under any provisions of this Agreement or the Ancillary Agreementsrespect whatsoever.

Mutual Release. (a) If As of the Effective Date, the Company, Heart, Lung and only if Vascular Center of Yuma, Inc., and each of the Closing occursBuyers, Parent together with their respective officers, directors, shareholders, members, managers, affiliates, subsidiaries, successors and assigns (collectively, the “Releasing Parties”), for and in consideration of the execution of this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby releases, waives and discharges Seller (including in Seller’s capacity as a Member and as the manager of the Company pursuant to the LLC Management Agreement) and Seller’s officers, each for itselfdirectors, and their respective heirsmembers, personal representativesparents, managers, affiliates, subsidiaries, successors and assigns (collectively, the “Seller Releasors”), hereby forever fully and irrevocably releases and discharges the Company, each of its Subsidiaries, and each of their respective predecessors, successors, direct or indirect subsidiaries and past and present stockholders (other than Buyer), members, managers, directors, officers, employees, agents, and other representatives (collectively, the “Released Parties”) from and against any and all actions, suits, claims, demands, debtsactions, agreementscauses of action, obligationssuits, promisesdamages, judgments, or liabilities liabilities, debts, sums of any kind whatsoever in money, costs and expenses, both at law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Partiesin equity, whether known or unknown, suspected vested or unsuspectedcontingent, unanticipated as well as anticipated whichever have or may have existed, or which do exist, against any Seller Party arising out of, relating to or in respect of any period on or prior to the Effective Date (collectively, the “Seller Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting ; provided that nothing shall release any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or Claims arising under any provisions of this Agreement or the Ancillary AgreementsAgreement. (b) If and only if As of the Closing occursEffective Date, Buyereach of the Seller Parties, for itself and its heirsin consideration of the execution of this Agreement, personal representatives, successors and assigns (collectivelyother good and valuable consideration, the “Buyer Releasors”)receipt and sufficiency of which are hereby acknowledged, now does hereby forever fully release, waive and irrevocably releases discharge each of the Releasing Parties from and discharges the Released Parties (other than Parent and Seller) from against any and all actionsClaims arising out of, suits, claims, demands, debts, agreements, obligations, promises, judgments, relating to or liabilities in respect of any kind whatsoever in law period on or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Effective Date, which the Buyer Releasors can, ; provided that nothing shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Buyer Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting release any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Buyer Released Claim. Notwithstanding the preceding sentence of this Section 5.3(b), “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) shall not release or otherwise diminish, the obligations of any Party set forth in or Claims arising under any provisions of this Agreement or the Ancillary AgreementsAgreement.

Mutual Release. (a) If Effective from and only if after the Closing occursEffective Date, Parent and SellerPurchaser, each for itselfon the one hand, and their the Company, Pubco and Merger Subs, on the other hand, acknowledge and agree, in each case on behalf of itself and each of its respective heirsAffiliates, personal Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors and successors, predecessors or assigns (collectivelyeach, the a “Seller ReleasorsReleasing Party”), hereby forever fully that: a. Releasing Party (i) has no Claims (as defined below), (ii) has not transferred or assigned, or purported to transfer or assign, any Claims, and irrevocably releases and discharges (iii) will not transfer or assign, or purport to transfer or assign, any Claims, in each case, against the Company, each of its SubsidiariesPubco or Merger Subs, and each on the one hand, or Purchaser, on the other hand, or any of their respective predecessorsAffiliates, Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors, direct predecessors or indirect subsidiaries and past and present stockholders (other than Buyer), members, managers, directors, officers, employees, agents, and other representatives assigns (collectively, the “Released Parties”) from ); b. Releasing Party hereby unconditionally, irrevocably and forever releases, acquits and discharges the Released Parties from, and covenants not to sue any Released Parties for, any and all present, past, or future claims, demands, allegations, assertions, complaints, controversies, charges, duties, grievances, rights, causes of action, actions, suits, claims, demandsliabilities, debts, agreements, obligations, promises, judgmentscommitments, agreements, guarantees, endorsements, duties, damages (whether compensatory, punitive, or liabilities otherwise), costs, losses, debts, expenses (including attorneys’ fees and costs incurred) of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out other obligation of any type or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Partiesnature whatsoever, whether at law or in equity, known or unknown, suspected asserted or unsuspectednot asserted, unanticipated foreseen or unforeseen, direct or derivative, vested or contingent, under the laws of any jurisdiction including, but not limited to, federal and state statutes and constitutions, and common law under the law of the United States or any other place whose law might apply, including, notwithstanding anything to the contrary contained in the BCA (together with the Ancillary Documents (including, for the avoidance of doubt, the Contribution Agreement between Purchaser, on the one hand, and the Company, Pubco and Merger Subs, on the other hand) and other documents contemplated thereby referred to collectively herein as well as anticipated “Transaction Documents”), liabilities relating to fraud or willful material breach in connection with or arising from the BCA, the Transaction Documents or the Transactions, including but not limited to their negotiation, execution, performance or nonperformance (collectively, the “Seller Released Claims”); c. Each Party acknowledges and understands that there is a risk that subsequent to the execution of this Termination Agreement, each Party may discover, incur or suffer Claims that were unknown or unanticipated at the time of the execution of this Termination Agreement, and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suitwhich, action, or proceeding if known on the date of any kind, in any court or before any tribunal, against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence execution of this Section 5.3(a)Termination Agreement, “Seller Released Claims” does not includemight have materially affected such Party’s decision to enter into and execute this Termination Agreement. Each Party further agrees that by reason of the releases contained herein, each Party is assuming the risk of such unknown Claims and the provisions of agrees that this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Termination Agreement or the Ancillary Agreementsapplies thereto. (b) If and only if the Closing occurs, Buyer, for itself and its heirs, personal representatives, successors and assigns (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Released Parties (other than Parent and Seller) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Buyer Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Buyer Released Claim. Notwithstanding the preceding sentence of this Section 5.3(b), “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements.

Mutual Release. (a) If and only if the Closing occurs, Parent and the Seller, each for itself, its Affiliates and its successors and assigns, and their respective heirs, personal representatives, successors and assigns Affiliates (collectively, the “Seller Releasors”), hereby forever fully and irrevocably releases and discharges Amedisys, the Company, each of its SubsidiariesBuyer and the Acquired Companies, and each of their respective predecessors, successors, direct or indirect subsidiaries Subsidiaries and past and present stockholders (other than Buyer), membersequityholders, managers, directors, officers, employees, agents, and other representatives Representatives (collectively, the “Buyer Released Parties”) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law Law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ ’, and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall will or may have against the Buyer Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Seller Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding Proceeding of any kind, in any court or before any tribunal, against any Buyer Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements. (b) If and only if the Closing occurs, Buyereach of the Acquired Companies and the Buyer for itself, for itself its Affiliates and its heirs, personal representatives, successors and assigns assigns, their respective Affiliates (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Seller and each of its predecessors, successors, direct or indirect Subsidiaries and past and present equityholders, managers, directors, officers, employees, agents, and other Representatives (collectively, the “Seller Released Parties (other than Parent and SellerParties”) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law Law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ ’, and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to after the Closing Date, which the Buyer Releasors can, shall will or may have against the Seller Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Buyer Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding Proceeding of any kind, in any court or before any tribunal, against any Seller Released Party based upon any Buyer Released Claim. . (c) Notwithstanding anything to the preceding sentence of contrary in this Section 5.3(b)7.06, neither the “Buyer Released Claims” does not nor the “Seller Released Claims” will include, and the provisions of this Section 5.3(b) shall 7.06 will not release or otherwise diminish, (i) the obligations of any Party set forth in or arising under any provisions of this Agreement or any Related Agreement, or (ii) any claims for Fraud, or (iii) any claims against an insurer pursuant to any insurance coverages of the Ancillary AgreementsBuyer Releasors or the Seller Releasors, as applicable.

Mutual Release. (a) If In consideration for covenants and only if the Closing occurs, Parent and Seller, each for itself, and their respective heirs, personal representatives, successors and assigns (collectivelyagreements herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the following releases (“Seller ReleasorsReleases”), ): 3.1 ▇▇▇▇▇▇ hereby forever fully and irrevocably releases and forever discharges the Company, each of its SubsidiariesRTD, and each of their respective predecessorsits subsidiaries, affiliates, successors, direct predecessors, trustees, assigns, investors, past, present or indirect subsidiaries and past and present stockholders (other than Buyer)future employees, members, managersofficers, directors, officersshareholders, employeesrepresentatives, agents, insurers, attorneys, and any and all other representatives persons, entities and agencies operating on its behalf (collectively, the “RTD Released Parties”) from any and all actionsclaims, causes of action, damages, losses, expenses, compensation, reimbursements, liabilities, costs, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities debts and other claims of any kind whatsoever in law or equity and causes that have accrued before the execution of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Partiesthis Agreement, whether known or unknown, suspected whether liquidated or unsuspectedunliquidated, unanticipated as well as anticipated (collectivelywhether matured or unmatured, whether individual or joint, whether asserted or not, whether in law, equity or otherwise that she may have against the “Seller RTD Released Claims”)Parties related to the Litigation. 3.2 RTD, on behalf of itself, its subsidiaries, affiliates, successors, predecessors, trustees, assigns, investors, past, present or future employees, officers, directors, shareholders, representatives, agents, insurers, attorneys, and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suitand all other persons, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, entities and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements. (b) If and only if the Closing occurs, Buyer, for itself and agencies operating on its heirs, personal representatives, successors and assigns (collectively, the “Buyer Releasors”)behalf, hereby forever fully and irrevocably releases and forever discharges the Released Parties (other than Parent and Seller) ▇▇▇▇▇▇ from any and all actionsclaims, causes of action, damages, losses, expenses, compensation, reimbursements, liabilities, costs, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities debts and other claims of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Released Partieswhatsoever, whether known or unknown, suspected whether liquidated or unsuspectedunliquidated, unanticipated whether matured or unmatured, whether individual or joint, whether asserted or not, whether in law, equity or otherwise that they may have against ▇▇▇▇▇▇ related to the Litigation. 3.3 The Parties understand and acknowledge that, for purposes of this Release and as well as anticipated (collectivelyused herein, the term “Buyer Released Claims”)claims” includes, without limitation, all claims, actions, causes of action, demands, compensation, reimbursement, and hereby irrevocably agree to refrain from directly damages including, without limitation, nominal, actual and compensatory damages, punitive or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suitexemplary damages, actionall tort claims and damages, or proceeding of any kindcontractual claims and damages, in any court or before any tribunalstatutory claims, against any Released Party based upon any Buyer Released Claim. Notwithstanding the preceding sentence of this Section 5.3(b)penalties, “Buyer Released Claims” does not includecosts, expenses, attorneys’ fees, and the provisions of this Section 5.3(b) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreementsinterest.

Mutual Release. (a) If Effective on the Surrender Date and only if upon satisfaction of the Closing occursapplicable terms and conditions set forth in this Seventh Amendment and except as set forth in Section 4(e) below, Parent Lessor, on behalf of itself and Sellerits officers, each for itselfmembers, managers, agents, employees, attorneys, and their representatives (collectively, the “Releasing Landlord Parties”) hereby releases, acquits, and forever discharges Lessee and its subsidiaries, affiliates, partners, shareholders, directors, officers, agents, employees, attorneys, and representatives, as well as the respective heirs, personal representatives, successors successors, and assigns of any and all of them (collectively, the “Seller ReleasorsReleased Tenant Parties”) from any and all losses, damages, claims, demands, debts, actions, causes of action, suits, contracts, agreements, obligations, accounts, defenses, offsets, expenses (including, without limitation, court costs, the deductible amount of any insurance, attorneys’ fees, charges, and disbursements), and liabilities of any kind or character whatsoever (each a “Loss” and collectively, “Losses”), hereby forever fully known or unknown, suspected or unsuspected, in contract or in tort, at law or in equity, which the Releasing Landlord Parties ever had, now have, or might hereafter have, against the Released Tenant Parties, jointly or severally, for or by reason of any matter, cause or thing whatsoever, occurring prior to the Surrender Date, which relates to, in whole or in part, directly or indirectly: (a) the relationship between the Parties as landlord and irrevocably releases tenant respecting the Surrendered Space only; (b) the Lease respecting the Surrendered Space only; and discharges (c) the CompanySurrendered Space; in each case, each excepting only the rights created or reserved by this Seventh Amendment. (b) Effective on the Surrender Date and upon satisfaction of the applicable terms and conditions set forth in this Seventh Amendment and except as set forth in Section 4(e), Lessee, on behalf of itself and its Subsidiariesofficers, directors, shareholders, agents, employees, attorneys, agents, and each of their respective predecessorsrepresentatives (collectively, successorsthe “Releasing Tenant Parties”, direct or indirect subsidiaries and past with the Releasing Landlord Parties, the “Releasing Parties”) hereby releases, acquits, and present stockholders (other than Buyer)forever discharges Lessor and its subsidiaries, affiliates, members, managers, directorspartners, officersagents, employees, agentsattorneys, and other representatives representatives, as well as the respective heirs, personal representatives, successors, and assigns of any and all of them (collectively, the “Released Landlord Parties” and with the Released Tenant Parties, the “Released Parties”) from any and all actionsLosses, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectivelyin contract or in tort, at law or in equity, which the “Seller Releasing Tenant Parties ever had, now have or might hereafter have, against the Released Claims”)Landlord Parties, and hereby irrevocably agree jointly or severally, for or by reason of any matter, cause or thing whatsoever, occurring prior to refrain from the Surrender Date, which relates to, in whole or in part, directly or indirectly asserting any claim indirectly: (i) the relationship between the Parties as landlord and tenant respecting the Surrendered Space only; (ii) the Lease respecting the Surrendered Space only; and (iii) the Surrendered Space; in each case, excepting only the rights created or demand or commencing reserved by this Seventh Amendment. (or causing to be commencedc) any suitEach of the Releasing Parties acknowledges that he, actionshe, or proceeding it has been informed by his, her, or its attorneys of any kind, in any court or before any tribunal, against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release 1542 of the Civil Code of the State of California, and does hereby expressly waive and relinquish all rights and benefits that he, she, or otherwise diminishit has or may have, or had under that section (and under any and all similar provisions contained in the obligations law of any Party set forth and all other jurisdictions, within and without the United States), respecting the Losses released in or arising under any provisions of this Agreement or the Ancillary AgreementsArticle 4, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. (bd) If Each of the 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 only if the Closing occursremain in effect as complete, Buyer, for itself and its heirs, personal representatives, successors and assigns (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Released Parties (other than Parent and Seller) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expensegeneral, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior mutual releases as to the Closing Datematters released, which notwithstanding any such additional facts or law. (e) It is the Buyer Releasors can, shall or may have against express intention of the Releasing Parties and the Released Parties, whether known or unknownand each of them, suspected or unsuspectedthat the Losses released pursuant to this Article 4 above do not include Losses, unanticipated as well as anticipated (collectivelyif any, the “Buyer Released Claims”)which arise from, and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, actionpertain to, or proceeding are based upon: (1) the Surviving Obligations (as limited by the last sentence of Section 3(a) above); (2) a breach of this Seventh Amendment, including, without limitation, a breach of any kind, in any court or before any tribunal, against any Released Party based upon any Buyer Released Claim. Notwithstanding the preceding sentence of this Section 5.3(b), “Buyer Released Claims” does not include, representations and the provisions of this Section 5.3(b) shall not release or otherwise diminish, the obligations of any Party warranties set forth in this Seventh Amendment; (3) a breach of the Lease respecting the Remaining Premises; or arising under any provisions of this Agreement or (4) the Ancillary AgreementsRemaining Premises.

Mutual Release. (a) If The Company and only if the Closing occursSillerman hereby releases and discharges, Parent unconditionally, absolutely and Sellerforever, each for itselfSubscriber, and their respective Releasees (as defined below) and each Subscriber hereby releases and discharges, unconditionally, absolutely and forever, the Company and its Releasees, from and against any and all actions, causes of action, suits, liabilities, losses, costs, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever of every kind and description, whether arising under common law, rule, regulation, statute, in law, admiralty or equity, against the Parties and their Releasees, that the undersigned, on its own behalf and on behalf of its heirs, personal representativesexecutors, administrators, successors and assigns (collectivelyever had, now have or hereafter can, shall or may, have for, upon, by reason of or arising out of the Subscription Agreement, the “Seller Releasors”Offering (as defined in the Subscription Agreement), hereby forever fully the issuance and irrevocably releases and discharges sale of the Company, each of its SubsidiariesSeries G Stock, and each any and all disclosures, representations and/or warranties made in connection therewith and any and all matters related to any of their respective predecessorsthe forgoing, successors, direct whether or indirect subsidiaries and past and present stockholders (other than Buyer), members, managers, directors, officers, employees, agents, and other representatives not known or unknown (collectively, the “Released PartiesSubscription Claims”); provided, however, this paragraph does not and is not intended to release any Party from its obligations under (i) from this Agreement, (ii) the Escrow Agreement, (iii) any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgmentsother agreement with the Company or available to a Subscriber with respect to any debt obligation or security of the Company other than the Series G Stock, or liabilities of (iv) or any kind whatsoever in indemnification rights available to such Subscriber under any agreement or at law or equity equity. For purposes hereof, the term “Releasees” means, with respect to any Party, such Party’s heirs, executors, administrators, parent company, holding company, subsidiaries, successors, assigns, predecessors, past and causes of action of every kind present, officers, directors, principals, control persons, past and naturepresent employees and registered representatives, or otherwise (includinginsurers, claims for damages, costs, expenserepresentatives, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to provided that any such Release must acknowledge the Closing Date, which the Seller Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Seller Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements. (b) If and only if the Closing occurs, Buyer, for itself and its heirs, personal representatives, successors and assigns (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Released Parties (other than Parent and Seller) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action status of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated other Releasee as well as anticipated (collectively, the “Buyer Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Buyer Released Claim. Notwithstanding the preceding sentence of this Section 5.3(b), “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreementsa Releasee hereunder.

Mutual Release. (a) If Effective as of the Closing, Acquiror, on behalf of itself and only if the Closing occurs, Parent its Subsidiaries and Seller, each for itself, its and their respective heirs, personal representatives, successors and assigns (collectivelyeach, the an “Seller ReleasorsAcquiror Releasing Party”), hereby forever fully unconditionally and irrevocably forever releases and discharges the Company, each Sponsor and each of its SubsidiariesAffiliates, and each of their respective predecessorsany past, successorspresent or future directors, direct or indirect subsidiaries and past and present stockholders (other than Buyer)managers, officers, employees, Representatives, agents, lenders, investors, partners, principals, members, managers, directors, officers, employees, agentsdirect or indirect shareholders or equityholders of any of the foregoing Persons, and other representatives the respective successors and assigns of the foregoing Persons (collectivelyeach, the an “Acquiror Released PartiesParty”) from ), of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all actionsproceedings, covenants, claims, liabilities, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity accounts, actions and causes of action of every any kind and natureor character whatsoever, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectivelyin Contract, the “Seller direct or indirect, primary or secondary, at Law or in equity, that such Acquiror Releasing Party ever had, now has or ever may have or claim to have against any Acquiror Released Claims”)Party, and hereby irrevocably agree to refrain from directly for or indirectly asserting by reason of any claim or demand or commencing (or causing to be commenced) any suitmatter, circumstance, event, action, inaction, omission, cause or proceeding thing arising at or prior to the Closing, or otherwise related to the pre-Closing period; provided, that nothing contained in this Section 3.11(a) shall be construed as a waiver of any kindrights under (i) this Agreement, in (ii) any court other Transaction Agreement to which any Acquiror Releasing Party is party or before (iii) with respect to any tribunal, against any Acquiror Released Party based upon who is a natural person, any Seller Released Claimindemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses). Notwithstanding Acquiror, on behalf of itself and the preceding sentence other Acquiror Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims, and understands the significance of this Section 5.3(a)release of unknown claims and waiver of statutory protection against a release, “Seller Released Claims” does not includeon behalf of itself and the other Acquiror Releasing Parties, of unknown claims, and the provisions acknowledges and agrees that this waiver is an essential and material term of this Agreement. Acquiror, on behalf of itself and each other Acquiror Releasing Party, acknowledges that each Sponsor will be relying on the waiver and release provided in this Section 5.3(a3.11(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of connection with entering into this Agreement or and that this Section 3.11(a) is intended for the Ancillary Agreementsbenefit of the Acquiror Released Parties and to grant third party beneficiary rights to each Acquiror Released Party to enforce this Section 3.11(a). (b) If and only if Effective as of the Closing occursClosing, Buyereach Sponsor, for on behalf of itself and its heirs, personal representatives, Affiliates and its and their respective successors and assigns (collectivelyeach, the a “Buyer ReleasorsSponsor Releasing Party”), hereby forever fully unconditionally and irrevocably forever releases and discharges Acquiror and each of its Affiliates, and any past, present or future directors, managers, officers, employees, Representatives, agents, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the foregoing Persons, and the respective successors and assigns of the foregoing Persons (each, a “Sponsor Released Parties (other than Parent Party”), of and Seller) from from, and hereby unconditionally and irrevocably waives, releases and discharges any and all actionsproceedings, covenants, claims, liabilities, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity accounts, actions and causes of action of every any kind and natureor character whatsoever, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectivelyin Contract, the “Buyer direct or indirect, primary or secondary, at Law or in equity, that such Sponsor Releasing Party ever had, now has or ever may have or claim to have against any Sponsor Released Claims”)Party, and hereby irrevocably agree to refrain from directly for or indirectly asserting by reason of any claim or demand or commencing (or causing to be commenced) any suitmatter, circumstance, event, action, inaction, omission, cause or proceeding thing arising at or prior to the Closing, or otherwise related to the pre-Closing period; provided, that nothing contained in this Section 3.11(b) shall be construed as a waiver of any kindrights under (i) this Agreement, (ii) any other Transaction Agreement to which such Sponsor or any of its associated Sponsor Releasing Parties is party or (iii) with respect to any Sponsor Releasing Party who is a natural person, any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses). Each Sponsor, on behalf of itself and each of its associated Sponsor Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims, and understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and its associated Sponsor Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Each Sponsor, on behalf of itself and each of its associated Sponsor Releasing Parties, acknowledges that Acquiror will be relying on the waiver and release provided in any court or before any tribunal, against any this Section 3.11(b) in connection with entering into this Agreement and that this Section 3.11(b) is intended for the benefit of the Sponsor Released Parties and to grant third party beneficiary rights to each Sponsor Released Party based upon any Buyer Released Claim. Notwithstanding the preceding sentence of to enforce this Section 5.3(b3.11(b), “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements.

Mutual Release. (a) If and only if the Closing occurs, Parent the Seller Parties and SellerSeller Parent, each for itself, its controlled Affiliates, its successors and assigns, and their respective heirs, personal representatives, successors and assigns controlled Affiliates (collectively, the “Seller Releasors”), hereby forever fully and irrevocably releases and discharges the CompanyBuyer, each of its Subsidiariesthe Acquired Companies, and each of their respective predecessors, assigns, successors, direct or indirect subsidiaries Subsidiaries, and past and present stockholders (other than Buyer)Affiliates, equityholders, managers, members, managers, directors, officers, employees, agents, agents and other representatives Representatives, past and present (collectively, the “Buyer Released Parties”) from any and all Proceedings, actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, duties, or Liabilities of any kind whatsoever in Law or equity and causes of action of every kind and nature or otherwise (including, claims for damages, costs, expense and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances and existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Buyer Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Seller Released Claims”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any Proceeding of any kind, in any court or before any tribunal, against any Buyer Released Party based upon any Seller Released Claim. (b) If and only if the Closing occurs, the Acquired Companies and the Buyer, each for itself, its controlled Affiliates, its successors and assigns, and their respective controlled Affiliates (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Sellers, Seller Parent, and each of their predecessors, assigns, successors, direct or indirect Subsidiaries, and past and present Affiliates, equityholders, managers, members, directors, officers, employees, agents and other Representatives, past or present (collectively, the “Seller Released Parties”) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, duties, or liabilities Liabilities of any kind whatsoever in law Law or equity and causes of action of every kind and nature, nature or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior related to the Closing Date, which the Seller Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Seller Released Claims”), Business and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements. (b) If and only if the Closing occurs, Buyer, for itself and its heirs, personal representatives, successors and assigns (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Released Parties (other than Parent and Seller) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Seller Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Buyer Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding Proceeding of any kind, in any court or before any tribunal, against any Seller Released Party based upon any Buyer Released Claim. . (c) Notwithstanding anything to the preceding sentence of contrary in this Section 5.3(b)7.04, neither the “Buyer Released Claims” does not nor the “Seller Released Claims” shall include, and the provisions of this Section 5.3(b) 7.04 shall not release or otherwise diminish, (i) the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreementsany Related Agreement, or (ii) any claims for Fraud.

Mutual Release. (a) If In consideration of and only if subject to the Closing occurspromises made in this Settlement Agreement, Parent Lonza, Regenicin and SellerAmarantus, each for itself, individually and together on behalf of their respective heirsdirect and indirect parent and subsidiary companies, personal representativesaffiliates, successors and assigns predecessors (collectively, the “Seller Releasors”including Regenicin as a predecessor to Amarantus), hereby forever fully and irrevocably releases and discharges the Companysuccessors, each of its Subsidiariesassigns, and each of their respective predecessors, successors, direct or indirect subsidiaries and past and present stockholders officers, directors, stockholders, employees, agents, heirs, executors, administrators, insurers, attorneys, and consultants, and all persons or entities taking by, through, or under them (other than Buyereach an "Affiliate" and collectively, "Affiliates"), membershereby release, managersacquit, covenant not to ▇▇▇ and forever discharge each other and each other's Affiliates, and their or their Affiliates' respective directors, officers, employees, agents, attorneys, insurers, aliases, affiliates and other representatives (collectivelyconsultants, the “Released Parties”) of and from any and all actionsclaims, suits, claimscounterclaims, demands, debtsjudgments, liabilities, damages, costs, including attorneys' fees, losses, accounts, bonds, bills, covenants, contracts, agreements, obligations, promises, judgmentscomplaints, or liabilities of any kind whatsoever in law or equity and causes of action of every whatever kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Partiescharacter, whether known or unknown, suspected at law or unsuspectedin equity, unanticipated as well as anticipated (collectivelywhich Lonza, the “Seller Released Claims”)Amarantus and/or Regenicin have, and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suitmay have, actionever had, or proceeding of any kind, may in any court or before any tribunal, the future have against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or each other arising under any provisions of this Agreement or the Ancillary Agreements. (b) If and only if the Closing occurs, Buyer, for itself and its heirs, personal representatives, successors and assigns (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Released Parties (other than Parent and Seller) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to eventsthe Action, factsincluding all Claims and Counterclaims that were asserted or could have been asserted therein. This Mutual Release expressly includes, conditions or circumstances existing or arising prior but is not limited to the Closing Date, which the Buyer Releasors can, shall or may have against the Released Partiesany claims, whether known or unknown, suspected asserted or unsuspectedunasserted, unanticipated as well as anticipated relating to, (collectivelyi) the Know-How License, and/or (ii) Regenicin's claim of right, title, interest in and/or ownership of Cutanogen and/or the “Buyer Released Claims”)Product, (iii) the Know-How License and hereby irrevocably agree Stock Purchase Agreement, dated June 30, 2009, between LWI and Vectoris Pharma LLC (the "Vectoris Agreement") and/or (iv) claims relating to refrain Lonza's and/or Cutanogen's intellectual property, manufacturing rights and know how technology; (v) claims related to Lonza's right to any payments due from directly or indirectly asserting any claim or demand or commencing Regenicin; and/or (or causing vi) claims for attorneys' fees and/or costs relating to be commenced) any suitthe Action, action, or proceeding to Regenicin's Offer of any kind, Judgment filed in any court or before any tribunal, against any Released Party based upon any Buyer Released Claimthe Action and/or relating to the negotiation and/or settlement of the Action. Notwithstanding the preceding sentence of this Section 5.3(b)foregoing, “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) Mutual Release set forth herein shall not release include any claims Amarantus or otherwise diminishLonza may have pursuant to the Option Agreement between Amarantus ' and Lonza, as amended (the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements"Option Agreement").

Mutual Release. (a) If and only if 7.1 Effective upon the Closing occurs, Parent and SellerClosing, each for itselfSeller Party, on behalf of such Seller Party and its Affiliates and each of their respective assigns, heirs, personal representativesbeneficiaries, successors representatives and assigns agents (collectively, the “Seller ReleasorsReleasing Parties”), hereby forever irrevocably and fully and irrevocably releases waives, releases, acquits and discharges the Companyforever, each of Buyer and its Subsidiaries, Affiliates and each of their respective present and former direct or indirect partners, members and equityholders, and the officers, directors, partners, members, equityholders, managing directors, employees, principals, trustees, representatives, subsidiaries, predecessors, successors, direct or indirect subsidiaries assigns, beneficiaries, heirs, executors, insurers, attorneys and past and present stockholders (other than Buyer), members, managers, directors, officers, employees, agents, and other representatives Affiliates of each of them (collectively, the “Buyer Released Parties”) ), from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity Losses and causes of action of every kind and naturenature whatsoever, at law or in equity, whether known or unknown, that such Seller Releasing Parties, or otherwise (any of them, may have had in the past, may now have or may have in the future against the Buyer Released Parties, or any of them, which relate to or arise out of the operations and activities of Seller or the Business or any of its Affiliates related to the Business prior to or on the Closing Date, including, any claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated Supply Agreement (collectively, the “Seller Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing other than (or causing to be commenceda) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or claims arising under any provisions out of this Agreement or the Ancillary Agreements. in any other agreement, instrument, certificate or document delivered by or on behalf of Buyer to which such Seller Releasing Party is a party, (b) If claims for payment for products purchased prior to Closing by a Buyer Releasing Party under the Supply Agreement, and only if the Closing occurs, Buyer, for itself (c) counterclaims and its heirs, personal representatives, successors and assigns defenses related to Warranty Claims (collectively, collectively the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Released Parties (other than Parent and Seller) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Buyer Released Seller Excluded Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Buyer Released Claim. Notwithstanding the preceding sentence of this Section 5.3(b), “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements.

Mutual Release. (a) If Effective as of the Closing, except for any rights or remedies arising under the covenants and only if agreements (i) under this Agreement that survive the Closing occursunder Section 7.1 (including, Parent for the avoidance of doubt, any rights of indemnification under Article VII) or (ii) under any Ancillary Agreement, Module Purchase Order or Surviving Affiliate Contract, and Sellerexcept in the case of Fraud, each for itselfBuyer, on behalf of itself and its Subsidiaries (including the Acquired Companies) and its and their respective heirspast, personal representativespresent and future officers, successors directors, employees, agents, general or limited partners, managers, management companies, members, advisors, direct or indirect equityholders, controlling Persons, other Representatives or controlled Affiliates and assigns any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “Seller ReleasorsBuyer Releasing Parties”), hereby forever fully irrevocably and irrevocably unconditionally releases and forever discharges the Company, each of Seller and its SubsidiariesAffiliates, and each of their Seller’s and such Affiliates’ respective predecessorspast, successors, direct or indirect subsidiaries present and past and present stockholders (other than Buyer), members, managersfuture officers, directors, officers, employees, agents, and general or limited partners, managers, management companies, members, advisors, direct or indirect equity holders, controlling Persons, other representatives (collectivelyor Affiliates, the “Released Parties”) from and any and all actionsheir, suitsexecutor, claimsadministrator, demands, debts, agreements, obligations, promises, judgments, successor or liabilities assign of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated foregoing (collectively, the “Seller Released Parties”) of and from, and irrevocably and unconditionally waives and relinquishes any rights, claims or remedies arising from or related to, any and all Claims”, causes of action, Orders, assessments, damages, deficiencies, losses, fines, interest, liabilities (including any indebtedness), obligations, penalties, executions and hereby irrevocably agree covenants whatsoever (in each case, whether accrued, absolute, contingent or otherwise, known or unknown, or due or to refrain from directly become due, express or indirectly asserting implied, in law or in equity, or based on contract, tort or otherwise) that any claim Buyer Releasing Party may have against any of the Seller Released Parties, now or demand in the future, in each case related to (a) the Company Interests, (b) the FS Development Platform or commencing the operation thereof, (c) the Acquired Companies, (d) this Agreement, (e) any actions taken or causing failed to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon taken by any Seller Released ClaimParty in any capacity related to or affecting the FS Development Platform or any Acquired Company occurring or arising on or prior to, or related to any period prior to, the Closing Date or (f) any other cause, matter or thing relating to the FS Development Platform or the Acquired Companies or the Transactions, including any claim for breach of contract, breach of representation or warranty or negligent misrepresentation. Notwithstanding Buyer, on behalf of the preceding sentence Buyer Releasing Parties, understands that the Buyer Releasing Parties currently have sustained, or currently have or are subject to, or may in the future sustain or have or be subject to, as applicable, Claims, causes of action, Orders, assessments, damages, deficiencies, losses, fines, interest, liabilities (including any indebtedness), obligations, penalties, executions and covenants for which they might otherwise have made a claim, or sought a right or remedy, that are presently unknown or unsuspected; provided, that nothing contained in this Section 5.3(a), “Seller Released Claims” does not include, and the provisions 10.2 shall limited in any manner (x) any rights of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Buyer Releasing Party set forth in or arising under any provisions of pursuant to this Agreement or any other agreement and instruments contemplated hereby (including the Ancillary AgreementsReorganization) or (y) any Claims for Fraud. Buyer, on behalf of the Buyer Releasing Parties, acknowledges that the releases and waivers in this Section 10.2 have been agreed upon and given in light of such facts and that the releases and waivers are intended to apply to all Claims, causes of action, Orders, assessments, damages, deficiencies, losses, fines, interest, liabilities (including any indebtedness), obligations, penalties, executions and covenants. BUYER, ON BEHALF OF THE BUYER RELEASING PARTIES, HEREBY EXPRESSLY WAIVES THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE (“SECTION 1542”) AND ANY OTHER STATE, FEDERAL, PROVINCIAL OR FOREIGN STATUTE OR COMMON LAW PRINCIPLE OF SIMILAR EFFECT. SECTION 1542 READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” (b) If Effective as of the Closing, except for any rights or remedies arising under the covenants and only if agreements (i) under this Agreement that survive the Closing occurs, Buyerunder Section 7.1 (including, for the avoidance of doubt, the Reorganization Documents and any rights of indemnification under Article VII); or (ii) under any 90 Ancillary Agreement, Module Purchase Order or Surviving Affiliate Contract, and except in the case of Fraud, Seller, on behalf of itself and its heirsSubsidiaries and its and their respective past, personal representativespresent and future officers, successors directors, employees, agents, general or limited partners, managers, management companies, members, advisors, direct or indirect equityholders, controlling Persons, other Representatives or controlled Affiliates and assigns any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “Buyer ReleasorsSeller Releasing Parties”), hereby forever fully irrevocably and irrevocably unconditionally releases and forever discharges Buyer and its Affiliates (including the Released Parties (Acquired Companies), and Buyer’s and such Affiliates’ respective past, present and future officers, directors, employees, agents, general or limited partners, managers, management companies, members, advisors, direct or indirect equity holders, controlling Persons, other than Parent representatives or Affiliates, and Seller) from any and all actionsheir, suitsexecutor, claimsadministrator, demands, debts, agreements, obligations, promises, judgments, successor or liabilities assign of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated foregoing (collectively, the “Buyer Released Parties”) of and from, and irrevocably and unconditionally waives and relinquishes any rights, claims or remedies arising from or related to, any and all Claims”, causes of action, Orders, assessments, damages, deficiencies, losses, fines, interest, liabilities (including any indebtedness), obligations, penalties, executions and hereby irrevocably agree covenants whatsoever (in each case, whether accrued, absolute, contingent or otherwise, known or unknown, or due or to refrain from directly become due, express or indirectly asserting implied, in law or in equity, or based on contract, tort or otherwise) that any claim Seller Releasing Party may have against any of the Buyer Released Parties, now or demand in the future, in each case related to (a) the Company Interests, (b) the FS Development Platform or commencing the operation thereof, (c) the Acquired Companies, (d) this Agreement, (e) any actions taken or causing failed to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon taken by any Buyer Released ClaimParty in any capacity related to or affecting the FS Development Platform or any Acquired Company occurring or arising on or prior to, or related to any period prior to, the Closing Date or (f) any other cause, matter or thing relating to the FS Development Platform or the Acquired Companies or the Transactions, including any claim for breach of contract, breach of representation or warranty or negligent misrepresentation; provided, that nothing contained in this Section 10.2 shall limited in any manner (x) any rights of indemnification or to advancement or reimbursement of expenses to which the current or former directors and officers of the Acquired Companies may be entitled hereunder or pursuant to the Acquired Companies’ Organizational Documents, (y) any rights of Seller Releasing Party pursuant to this Agreement or any other agreement and instruments contemplated hereby (including the Reorganization) or (z) any Claims for Fraud. Notwithstanding Seller, on behalf of the preceding sentence Seller Releasing Parties, understands that the Seller Releasing Parties currently have sustained, or currently have or are subject to, or may in the future sustain or have or be subject to, as applicable, Claims, causes of action, Orders, assessments, damages, deficiencies, losses, fines, interest, liabilities (including any indebtedness), obligations, penalties, executions and covenants for which they might otherwise have made a claim, or sought a right or remedy, that are presently unknown or unsuspected. Seller, on behalf of the Seller Releasing Parties, acknowledges that the releases and waivers in this Section 10.2 have been agreed upon and given in light of such facts and that the releases and waivers are intended to apply to all Claims, causes of action, Orders, assessments, damages, deficiencies, losses, fines, interest, liabilities (including any indebtedness), obligations, penalties, executions and covenants. SELLER, ON BEHALF OF THE SELLER RELEASING PARTIES HEREBY EXPRESSLY WAIVES THE PROVISIONS OF SECTION 1542 AND ANY OTHER STATE, FEDERAL, PROVINCIAL OR FOREIGN STATUTE OR COMMON LAW PRINCIPLE OF SIMILAR EFFECT. SECTION 1542 READS AS FOLLOWS: 91 “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN TO HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” (c) The Buyer Released Parties and the Seller Released Parties are intended third-party beneficiaries of this Section 5.3(b)10.2, “Buyer Released Claims” does not include, and the provisions with full rights of enforcement of this Section 5.3(b) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements10.2 as if a party hereto.

Mutual Release. (a) If and only if the Closing occursThe Arbor Group, Parent and Seller, each for itself, themselves and their respective heirs, personal representatives, successors and assigns (collectively, the “Seller Releasors”), hereby forever fully and irrevocably releases and discharges the Company, each of its Subsidiaries, and each of their respective predecessors, successors, direct or indirect subsidiaries and past and present stockholders (other than Buyer), members, managersofficers, directors, officers, employeesassigns, agents, and other representatives successors, past and present (collectivelyeach individually, the an “Released PartiesArbor Group Releasing Party”) from does hereby expressly, absolutely and forever release and discharge the Company and each officer, director, stockholder, agent, affiliate, employee, attorney, assigns, predecessor, and successor, past and present, of the Company (each individually, a “Company Released Party”) from, and forever fully releases and discharges each Company Released Party of, any and all actions, suitsrights, claims, warranties, demands, debts, agreements, obligations, promisesliabilities, judgmentscosts, or liabilities of any kind whatsoever in law or equity attorneys’ fees, expenses, suits, losses, and causes of action (“Claims”) of every any kind and natureor nature whatsoever (including those arising under contract, statute or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Partiescommon law), whether known or unknown, contingent or absolute, suspected or unsuspected, unanticipated as well as anticipated arising in respect of or in connection with the Proxy Solicitation, which any Arbor Group Releasing Party ever had or owned arising at any time prior to the date of this Agreement (collectivelyincluding the future effects of such occurrences, conditions, acts or omissions); provided, however, that the foregoing release does not apply to (i) any Claim relating to the performance of obligations under this Agreement or for breach of or to enforce this Agreement and (ii) any Claims that cannot be waived by law (with clauses (i) and (ii) together, the “Seller Released Arbor Excluded Claims”). The Claims released pursuant to this Section 4(a) are referred to herein as “Arbor Group Claims.” The Arbor Group, on behalf of itself and the Arbor Group Releasing Parties, hereby irrevocably agree covenants to refrain from directly or indirectly asserting any claim or demand demand, or commencing (commencing, instituting or causing to be commenced) , any suit, action, or proceeding of any kind, in any court or before any tribunal, kind against any Company Released Party based upon any Seller Released Arbor Group Claim. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements. (b) If and only if the Closing occurs, BuyerThe Company, for itself and for its heirsofficers, personal representativesdirectors, successors assigns, agents, and assigns successors, past and present (collectivelyeach individually, a “Company Releasing Party”) does hereby expressly, absolutely and forever release and discharge the Arbor Group and each of their respective officers, directors, stockholders, agents, affiliates, employees, attorneys, assigns, predecessors, and successors, past and present, of each member of the Arbor Group (each individually, an “Buyer ReleasorsArbor Group Released Party”)) from, hereby and forever fully and irrevocably releases and discharges the each Arbor Group Released Parties (other than Parent and Seller) from Party of, any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities Claims of any kind or nature whatsoever in law (including those arising under contract, statute or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Released Partiescommon law), whether known or unknown, contingent or absolute, suspected or unsuspected, unanticipated as well as anticipated (collectivelyarising in respect of or in connection with the Proxy Solicitation, any Schedule 13D or proxy filings made prior to the “Buyer Released Claims”)date hereof or in respect of or in connection with the nomination and election of directors at the 2008 Annual Meeting or the other proposals contained in the Notice, and hereby irrevocably agree which any Company Releasing Party ever had or owned arising at any time prior to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Buyer Released Claim. Notwithstanding the preceding sentence of this Section 5.3(b), “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions date of this Agreement (including the future effects of such occurrences, conditions, acts or omissions); provided, however, that the Ancillary Agreements.foregoing release does not apply to (i) any Claim relating to the performance of obligations under this Agreement or for breach of or to enforce this Agreement and (ii) any Claims that cannot be waived by law (with clauses (i) and (ii) together, the

Mutual Release. (a) If Effective as of and only if conditioned upon the Closing occursClosing, Parent and Sellerin consideration of the payment of the Per Share Merger Consideration by Parent, each for itselfShareholder, on its own behalf and on behalf of their respective current, future and former officers, directors, stockholders, partners, members, managers, employees, heirs, personal dependents, executors, administrators, agents, Affiliates, representatives, successors, beneficiaries and assigns (each, together with such Shareholder, a “Shareholder Releasing Person”), hereby irrevocably releases and forever discharges Company and any of its respective stockholders, directors, officers, partners, members, managers, employees, heirs, dependents, executors, administrators, agents, affiliates, representatives, successors and assigns (collectivelyin each case, the solely in their capacities as such) (each, a “Seller Releasors”), hereby forever fully and irrevocably releases and discharges the Company, each of its Subsidiaries, and each of their respective predecessors, successors, direct or indirect subsidiaries and past and present stockholders (other than Buyer), members, managers, directors, officers, employees, agents, and other representatives (collectively, the “Company Released PartiesPerson”) from all debts, demands, causes of action, suits, covenants, torts, damages and any and all actions, suits, claims, demandsdefenses, debts, agreements, obligations, promisesoffsets, judgments, or demands and liabilities of any kind whatsoever in law or equity and causes of action whatsoever, of every kind name and nature, or otherwise (includingboth at Law and in equity, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated accrued or unaccrued, which have been or could have been or could be asserted against any Company Released Person, which such Shareholder Releasing Person has or ever had or may have, which arise out of events, circumstances, actions or omissions occurring, existing or taken prior to or as well as anticipated of the Closing in respect of rights or holdings with respect to the Shares; provided, however, that the parties acknowledge and agree that this Section 9(a) does not apply to and shall not constitute a release of (collectivelyx) any rights or obligations arising under this Agreement, the “Seller Released Claims”)Merger Agreement, the transactions and hereby irrevocably agree to refrain from directly the documents contemplated thereby or indirectly asserting any claim deposit relationship any Shareholder has with Company or demand its Subsidiaries or commencing (or causing to be commencedy) any suit, action, rights or proceeding entitlements to indemnification or insurance coverage pursuant to the organizational documents of any kind, in any court Company or before any tribunal, against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreementsits Subsidiaries. (b) If Effective as of and only if conditioned upon the Closing occursClosing, Buyerin consideration of the promises in this Agreement by Shareholder, Company, for itself and on behalf of any of its respective stockholders, directors, officers, partners, members, managers, employees, heirs, personal dependents, executors, administrators, agents, affiliates, representatives, successors and assigns (collectivelyeach, the a “Buyer ReleasorsCompany Releasing Person”), ) hereby forever fully and irrevocably releases and forever discharges the each Shareholder, on its own behalf and on behalf of their respective current, future and former officers, directors, stockholders, partners, members, managers, employees, heirs, dependents, executors, administrators, agents, Affiliates, representatives, successors, beneficiaries and assigns (each, together with such Shareholder, a “Shareholder Released Parties (other than Parent and SellerPerson”) from all debts, demands, causes of action, suits, covenants, torts, damages and any and all actions, suits, claims, demandsdefenses, debts, agreements, obligations, promisesoffsets, judgments, or demands and liabilities of any kind whatsoever in law or equity and causes of action whatsoever, of every kind name and nature, or otherwise (includingboth at Law and in equity, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated accrued or unaccrued, which have been or could have been or could be asserted against any Shareholder Released Person, which such Company Releasing Person has or ever had or may have, which arise out of events, circumstances, actions or omissions occurring, existing or taken prior to or as well as anticipated (collectivelyof the Closing in respect of Shareholder’s rights or holdings with respect to the Shares; provided, however, that the parties acknowledge and agree that this Section 9(b) does not apply to and shall not constitute a release of any rights or obligations arising under this Agreement, the “Buyer Released Claims”)Merger Agreement, and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Buyer Released Claim. Notwithstanding the preceding sentence of this Section 5.3(b), “Buyer Released Claims” does not include, transactions and the provisions of this Section 5.3(b) shall not release documents contemplated thereby or otherwise diminish, the obligations of any Party set forth in or arising under other contract binding on any provisions of this Agreement or the Ancillary AgreementsShareholder.

Mutual Release. (a) If Effective from and only if after the Closing occurs, Parent and SellerEffective Date, each for itselfof Concord and Sponsor, on the one hand, and their the Company, Topco and Merger Sub, on the other hand, acknowledge and agree, in each case on behalf of itself and each of its respective heirsAffiliates, personal Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors and successors, predecessors or assigns (collectivelyeach, the a “Seller ReleasorsReleasing Party”), hereby forever fully that: a. Releasing Party (i) has no Claims (as defined below), (ii) has not transferred or assigned, or purported to transfer or assign, any Claims, and irrevocably releases and discharges (iii) will not transfer or assign, or purport to transfer or assign, any Claims, in each case, against the Company, each of its SubsidiariesTopco or Merger Sub, and each on the one hand, or Concord or Sponsor, on the other hand, or any of their respective predecessorsAffiliates, Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors, direct predecessors or indirect subsidiaries and past and present stockholders (other than Buyer), members, managers, directors, officers, employees, agents, and other representatives assigns (collectively, the “Released Parties”) from ); b. Releasing Party hereby unconditionally, irrevocably and forever releases, acquits and discharges the Released Parties from, and covenants not to sue any Released Parties for, any and all present, past, or future claims, demands, allegations, assertions, complaints, controversies, charges, duties, grievances, rights, causes of action, actions, suits, claims, demandsliabilities, debts, agreements, obligations, promises, judgmentscommitments, agreements, guarantees, endorsements, duties, damages (whether compensatory, punitive, or liabilities otherwise), costs, losses, debts, expenses (including attorneys’ fees and costs incurred) of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out other obligation of any type or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Partiesnature whatsoever, whether at law or in equity, known or unknown, suspected asserted or unsuspectednot asserted, unanticipated foreseen or unforeseen, direct or derivative, vested or contingent, under the laws of any jurisdiction including, but not limited to, federal and state statutes and constitutions, and common law under the law of the United States or any other place whose law might apply, including, notwithstanding anything to the contrary contained in the Transaction Agreement (together with the other documents and transactions contemplated thereby referred to collectively herein as well as anticipated “Transaction Documents”), liabilities relating to fraud or willful material breach in connection with or arising from the Transaction Agreement, the Transaction Documents or the Transactions, including but not limited to their negotiation, execution, performance or nonperformance (collectively, the “Seller Released Claims”); provided, and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suithowever, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of that this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) 4.b shall not release or otherwise diminish, apply to Claims with respect to the obligations of any Party payments and issuances set forth in or arising under any provisions Section 2; c. Each Party acknowledges and understands that there is a risk that subsequent to the execution of this Agreement Termination Agreement, each Party may discover, incur or suffer Claims that were unknown or unanticipated at the Ancillary Agreements. (b) If and only if time of the Closing occurs, Buyer, for itself and its heirs, personal representatives, successors and assigns (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Released Parties (other than Parent and Seller) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities execution of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expensethis Termination Agreement, and attorneys’which, brokers’ and accountants fees and expenses) arising out if known on the date of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Buyer Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Buyer Released Claim. Notwithstanding the preceding sentence execution of this Section 5.3(b)Termination Agreement, “Buyer Released Claims” does not includemight have materially affected such Party’s decision to enter into and execute this Termination Agreement. Each Party further agrees that by reason of the releases contained herein, each Party is assuming the risk of such unknown Claims and the provisions of agrees that this Section 5.3(b) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Termination Agreement or the Ancillary Agreementsapplies thereto.

Mutual Release. (a) If A. Upon GTL's receipt of the Cash Payment, GTL and only if the Closing occursits past, Parent present and Sellerfuture parent companies, each for itselfaffiliates, and their respective heirs, personal representatives, successors and assigns (collectively, the “Seller Releasors”), hereby forever fully and irrevocably releases and discharges the Company, each of its Subsidiariessubsidiaries, and each of their its respective past, present and future officers, directors, employees, insurers, predecessors, successors, direct or indirect subsidiaries and past assigns hereby knowingly and voluntarily release and forever discharge Lattice and its past, present stockholders (other than Buyer)and future parent companies, membersaffiliates, managersand subsidiaries, and each of its respective past, present and future officers, directors, officers, employees, agentsinsurers, predecessors, successors, and other representatives (collectivelyassigns, the “Released Parties”) from any and all actions, suits, claims, demands, debtsrights, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Seller Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, whether known, unknown, or yet to be discovered, liquidated or unliquidated, fixed or contingent, direct or indirect, on account of or in any court way arising from or before any tribunal, against any Released Party based upon any Seller Released Claim. Notwithstanding relating to the preceding sentence subject matter of the Arbitration through and including the Effective Date of this Section 5.3(a)Settlement Agreement, “Seller Released Claims” does not includeincluding without limitation any claims that were made against Lattice in the Arbitration or could have been made against Lattice in the Arbitration. Nothing contained herein is intended to be or shall be deemed to be a release of Lattice's obligations contained in this Settlement Agreement, and the provisions of this Section 5.3(a) shall Parties expressly agree that Lattice is not release or otherwise diminish, the released from its obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreementsherein. (b) If and only if the Closing occurs, Buyer, for itself B. Lattice and its heirspast, personal representativespresent and future parent companies, successors affiliates, and subsidiaries, and each of its respective past, present and future officers, directors, employees, insurers, predecessors, successors, and assigns (collectively, the “Buyer Releasors”), hereby forever fully knowingly and irrevocably voluntarily releases and forever discharges the Released Parties (other than Parent GTL and Seller) its past, present and future parent companies, affiliates, and subsidiaries, and each of its respective past, present and future officers, directors, employees, insurers, predecessors, successors, and assigns from any and all actions, suits, claims, demands, debtsrights, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Buyer Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, whether known, unknown, or yet to be discovered, liquidated or unliquidated, fixed or contingent, direct or indirect, on account of or in any court way arising from or before any tribunal, against any Released Party based upon any Buyer Released Claim. Notwithstanding relating to the preceding sentence subject matter of the Arbitration through and including the Effective Date of this Section 5.3(b)Settlement Agreement, “Buyer Released Claims” does not includeincluding without limitation any claims that were made against GTL in the Arbitration or could have been made against GTL in the Arbitration. Nothing contained herein is intended to be or shall be deemed to be a release of GTL's obligations contained in this Settlement Agreement, and the provisions of this Section 5.3(b) shall Parties expressly agree that GTL is not release or otherwise diminish, the from its obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreementsherein.

Mutual Release. (a) If Mr. Sight, for himself and only if the Closing occurs, Parent and Seller, each for itself, and their respective heirs, personal representatives, successors and assigns (collectively, the “Seller Releasors”), hereby forever fully and irrevocably releases and discharges the Company, each of its Subsidiaries, and each of their respective predecessors, successors, direct or indirect subsidiaries and past and present stockholders (other than Buyer), members, managers, directors, officers, employeeshis assigns, agents, and other representatives successors, past and present (collectivelyeach individually, a “Sight Releasing Party”), does hereby expressly, absolutely and forever release and discharge the Company and each officer, director, stockholder, agent, affiliate, employee, attorney, assigns, predecessor, and successor, past and present, of the Company (each individually, a “Company Released PartiesParty”) from from, and forever fully releases and discharges each Company Released Party of, any and all actions, suitsrights, claims, warranties, demands, debts, agreements, obligations, promisesliabilities, judgmentscosts, or liabilities of any kind whatsoever in law or equity attorneys’ fees, expenses, suits, losses, and causes of action (“Claims”) of every any kind and natureor nature whatsoever (including those arising under contract, statute or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Partiescommon law), whether known or unknown, contingent or absolute, suspected or unsuspected, unanticipated as well as anticipated arising in respect of or in connection with the Proxy Solicitation, which any Releasing Party ever had or owned arising at any time prior to the date of this Agreement (collectivelyincluding the future effects of such occurrences, conditions, acts or omissions); provided, however, that the foregoing release does not apply to (i) any Claim relating to the performance of obligations under this Agreement or for breach of or to enforce this Agreement or (ii) any Claims that cannot be waived by law (with clauses (i) and (ii) together, the “Seller Released Sight Excluded Claims”). The Claims released pursuant to this Section 4(a) are referred to herein as “Sight Claims.” Mr. Sight, on behalf of himself and the Sight Releasing Parties, hereby irrevocably agree covenant to refrain from directly or indirectly asserting any claim or demand demand, or commencing (commencing, instituting or causing to be commenced) , any suit, action, or proceeding of any kind, in any court or before any tribunal, kind against any Company Released Party based upon any Seller Released Sight Claim. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements. (b) If and only if the Closing occurs, BuyerThe Company, for itself and for its heirsofficers, personal representativesdirectors, successors assigns, agents, and assigns successors, past and present (collectivelyeach individually, the a “Buyer ReleasorsCompany Releasing Party”), does hereby expressly, absolutely and forever release and discharge Mr. Sight and each of his agents, affiliates, attorneys, assigns, predecessors, and successors, past and present (each individually, an “Sight Released Party”), from, and forever fully and irrevocably releases and discharges the each Released Parties (other than Parent and Seller) from Party of, any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities Claims of any kind or nature whatsoever in law (including those arising under contract, statute or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Released Partiescommon law), whether known or unknown, contingent or absolute, suspected or unsuspected, unanticipated as well as anticipated arising in respect of or in connection with the Proxy Solicitation, any Schedule 13D or proxy filings made prior to the date hereof or in respect of or in connection with the nomination and election of directors at the 2008 Annual Meeting or the other proposals contained in the Notice, which any Company Releasing Party ever had or owned arising at any time prior to the date of this Agreement (collectivelyincluding the future effects of such occurrences, conditions, acts or omissions); provided, however, that the foregoing release does not apply to (i) any Claim relating to the performance of obligations under this Agreement or for breach of or to enforce this Agreement or (ii) any Claims that cannot be waived by law (with clauses (i) and (ii) together, the “Buyer Released Company Excluded Claims”). The Claims released pursuant to this Section 4(b) are referred to herein as “Company Claims.” The Company, on behalf of itself and the Company Releasing Parties, hereby irrevocably agree covenants to refrain from directly or indirectly asserting any claim or demand demand, or commencing (commencing, instituting or causing to be commenced) , any suit, action, or proceeding of any kind, in any court or before any tribunal, kind against any Released Party or Mr. Sight based upon any Buyer Company Claim. (c) The parties hereto hereby acknowledge and agree that the Sight Released Claim. Notwithstanding Parties and the preceding sentence Company Released Parties are intended third party beneficiaries of this Section 5.3(b), “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) shall not release or otherwise diminish, 4 and may take any and all action to enforce the obligations and agreements of any Party the releasing parties set forth in or arising under any provisions of this Agreement or the Ancillary Agreementsherein.

Mutual Release. (a) If Each party, for itself and only if the Closing occurs, Parent and Seller, each for itself, and their respective on behalf of its heirs, personal assigns, beneficiaries, executors, administrators, subsidiaries, directors, officers, shareholders, affiliates, employees, agents, representatives, attorneys, accountants, successors and assigns assigns, as applicable (collectively, the “Seller ReleasorsReleasing Parties”), does hereby forever fully and irrevocably releases remise, release and discharges forever discharge the Company, each of its Subsidiariesother party, and each of their respective predecessorsits heirs, successorsassigns, direct or indirect subsidiaries and past and present stockholders (other than Buyer)beneficiaries, membersexecutors, managersadministrators, subsidiaries, directors, officers, shareholders, affiliates, employees, agents, attorneys, accountants, successors and other representatives assigns, as applicable (collectively, the “Released Parties”) ), of and from any and all manner of claims, actions, suitscauses of action, claimsgrievances, demands, debts, agreementsliabilities, obligations, promises, judgmentsdamages, or liabilities agreements, rights, debts and expenses (including claims for attorneys' fees and costs), of any kind whatsoever every kind, either in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Partiesin equity, whether contingent, mature, known or unknown, or suspected or unsuspected, unanticipated as well as anticipated including, without limitation, any claims arising under any federal, state, local or municipal law, common law or statute, whether arising in contract or in tort, and any claims arising under any other laws or regulations of any nature whatsoever, that the Releasing Parties ever had, now have or may in the future have, for or by reason of any cause, matter or thing whatsoever, relating to the ▇▇▇▇ Securities (collectively, the “Seller Released Claims”), . The Releasing Parties further agree and hereby irrevocably agree covenant not to refrain from directly ▇▇▇ or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, actionbring, or proceeding of assign to any kindthird person, in any court Claims or before any tribunal, charges against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements. (b) If and only if the Closing occurs, Buyer, for itself and its heirs, personal representatives, successors and assigns (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Released Parties (other than Parent and Seller) from with respect to any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expensematter covered by the release set forth above, and attorneys’, brokers’ and accountants fees and expenses) arising out not to assert against any of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Released PartiesParties any action, whether known or unknowngrievance, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Buyer Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, litigation or proceeding of for any kind, in any court or before any tribunal, against any Released Party based upon any Buyer Released Claim. Notwithstanding matter covered by the preceding sentence of this Section 5.3(b), “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreementsabove.

Mutual Release. (a) If In consideration of the covenants, agreements and only if undertakings of the Closing occurs, Parent and SellerParties under this Termination Agreement, each for itselfParty, on behalf of itself and their its respective heirspresent and former parents, personal representativessubsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, the “Seller "Releasors”)") hereby releases, hereby waives and forever fully and irrevocably releases and discharges the Company, each of other Party and its Subsidiaries, respective present and each of their respective predecessors, successorsformer, direct or indirect subsidiaries and past and present stockholders (other than Buyer)indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, managers, directors, officers, employees, agents, representatives, permitted successors and other representatives permitted assigns (collectively, the “Released Parties”"Releasees") of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Partiesnature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, unanticipated as well as anticipated in law, admiralty or equity (collectively, the “Seller Released "Claims”"), and hereby irrevocably agree to refrain from directly or indirectly asserting which any claim or demand or commencing (or causing to be commenced) any suitof such Releasors ever had, actionnow have, or proceeding hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any kindmatter, in any court cause, or before any tribunal, against any Released Party based upon any Seller Released Claim. Notwithstanding thing whatsoever from the preceding sentence beginning of time through the date of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Termination Agreement or the Ancillary Agreements. (b) If and only if the Closing occurs, Buyer, for itself and its heirs, personal representatives, successors and assigns (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Released Parties (other than Parent and Seller) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior relating to the Closing DateSecurities Purchase Agreement, which the Buyer Releasors canexcept for any Claims relating to rights and obligations preserved by, shall created by or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Buyer Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Buyer Released Claim. Notwithstanding the preceding sentence otherwise arising out of this Section 5.3(bTermination Agreement (including any surviving indemnification obligations under the Placement Agent Agreement), “Buyer Released Claims” does not include, and . Obligations surviving under the provisions Securities Purchase Agreement shall also be mutually released upon execution of this Section 5.3(b) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary AgreementsAgreement.

Mutual Release. (a) If and only if Each Claimant, for itself or himself, as the Closing occurs, Parent and Seller, each for itselfcase may be, and their respective heirson behalf of its or his agents, personal representatives, successors, heirs and assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which he now has or may hereafter have, directly or indirectly, personally or in any capacity, against Verso and all and any of its present or former affiliates, parents, subsidiaries, predecessors, successors and assigns (collectivelyassigns, the “Seller Releasors”)as well as its present or former owners, hereby forever fully and irrevocably releases and discharges the Companyshareholders, each of its Subsidiariesinvestors, and each of their respective predecessorslenders, successorsagents, direct or indirect subsidiaries and past and present stockholders (other than Buyer), members, managersindependent contractors, directors, officers, partners, employees, agentsassociates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and other representatives including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) this Agreement; (ii) the O'Reilly Consulting Agreement; (iii) Section 9(a) of the Old Consulting Agreement; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto (collectively, the “Released Parties”"Options") from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related granted by Verso to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Seller Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary AgreementsO'Reilly. (b) If and only if the Closing occurs, BuyerVerso, for itself and on behalf of its heirsagents, personal representatives, successors and assigns (collectively, the “Buyer Releasors”)assigns, hereby releases, waives, acquits, withdraws, retracts, and forever fully and irrevocably releases and discharges the Released Parties (other than Parent and Seller) from any and all claims, manner of actions, causes of action, in law or in equity, suits, claimsjudgments, debts, liens, contracts, agreements, promises, liabilities, demands, debtsdamages, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damageslosses, costs, expenseexpenses or disputes, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected fixed or unsuspectedcontingent, unanticipated which he now has or may hereafter have, directly or indirectly, in any capacity, against any of the Claimants and all and any of their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as anticipated (collectivelytheir present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the “Buyer Released Claims”)date of this Agreement, and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suitincluding, action, or proceeding of any kindwithout limitation, in any court way relating to or before any tribunalarising out of the Old Consulting Agreements; provided, against any Released Party based upon any Buyer Released Claim. Notwithstanding however, that nothing herein shall release the preceding sentence of Claimants from their respective obligations under (i) this Section 5.3(b), “Buyer Released Claims” does not include, and Agreement; (ii) the provisions of this Section 5.3(bConsulting Agreements; or (iii) shall not release or otherwise diminishprovided that the aggregate Award is greater than $125,000, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary AgreementsOptions.

Mutual Release. (a) If Sellers and only if the Closing occursRFFG, Parent on behalf of themselves and Sellerall persons claiming by or through them, each for itselfincluding, and without limitation, any of their respective officers, employees, directors, shareholders, agents, subsidiaries, affiliates, heirs, personal representatives, successors and assigns assigns, or any other person, firm or entity directly or indirectly controlling, controlled by or affiliated with any or all of them (collectively, the “Seller ReleasorsRFFG Group”), hereby forever fully and irrevocably releases and forever discharges the Company, each of its Subsidiaries, Buyer and each of Parent and their respective predecessors, successors, direct or indirect subsidiaries and past and present stockholders (other than Buyer), members, managers, directors, officers, employees, directors, shareholders, agents, subsidiaries, affiliates, successors and assigns, and any other representatives person, firm or entity directly or indirectly controlling, controlled by or affiliated with any or all of them (collectively, the “Released PartiesGEE Group”) ), from any and all actions, suitslosses, claims, damages, demands, debtslawsuits, agreementsactions or causes of action, obligationsand/or liabilities (collectively, promises“Losses”) that any or all of the RFFG Group now has, judgmentshas had, or liabilities may hereafter have against any member of any the GEE Group, of whatever kind whatsoever or description whatsoever, whether arising out of tort, contract, common law, statute, or otherwise, in law or equity in equity, based on, arising out of, or in connection with the RFFG Claims or the Earnout Payments. These claims and causes of action of every kind and natureaction, or otherwise (includingif any, from which the RFFG Group releases the GEE Group include, but are not limited to, any claims for damagesreasonable counsel fees and costs and any action sounding in tort, costs, expensecontract, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Seller Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding discrimination of any kind, in any court or before any tribunal, against any Released Party based upon any Seller Released Claimexcept as such waiver is prohibited by law. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminishTo be clear, the RFFG Group is not releasing the GEE Group from any of the GEE Group’s obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary AgreementsAmendment. (b) If and only if the Closing occurs, Buyer, for itself and its heirs, personal representatives, successors and assigns (collectively, the “Buyer Releasors”), The GEE Group hereby forever fully and irrevocably releases and forever discharges the Released Parties (other than Parent and Seller) RFFG Group, from any and all actionsLosses that any or all of the GEE Group now has, suits, claims, demands, debts, agreements, obligations, promises, judgmentshas had, or liabilities may hereafter have against any member of any the RFFG Group, of whatever kind whatsoever or description whatsoever, whether arising out of tort, contract, common law, statute, or otherwise, in law or equity in equity, based on, arising out of, or in connection with the Forbearance Payments, the Prior Payments, BMPS BWC Lien, the Unpaid Management Fees, the Management Agreement Offset Amount and the payment obligations under the Management Agreement. These claims and causes of action of every kind and natureaction, or otherwise (includingif any, from which the GEE Group releases the RFFG Group include, but are not limited to, any claims for damagesreasonable counsel fees and costs and any action sounding in tort, costs, expensecontract, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Buyer Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding discrimination of any kind, in any court or before any tribunal, against any Released Party based upon any Buyer Released Claimexcept as such waiver is prohibited by law. Notwithstanding the preceding sentence of this Section 5.3(b), “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) shall not release or otherwise diminishTo be clear, the GEE Group is not releasing the RFFG Group from any of the RFFG Group’s obligations of under this Amendment, or from any Party set forth in or arising under any provisions of this Agreement Losses related to the ODJFS Matter or the Ancillary AgreementsRFFG Litigation Matters.

Mutual Release. (a) If As of the Closing, Purchaser, on its own behalf and only if on behalf of the Closing occursPurchaser Related Parties (including, Parent and Seller, each for itself, and their respective heirs, personal representatives, successors and assigns (collectivelyas of immediately following the Closing, the Company and its Subsidiaries) (each of the foregoing, together with Purchaser, a “Purchaser Releasing Person”) hereby release and forever discharge each of Seller and each other Seller Related Party (each, a “Seller Releasors”), hereby forever fully and irrevocably releases and discharges the Company, each of its Subsidiaries, and each of their respective predecessors, successors, direct or indirect subsidiaries and past and present stockholders (other than Buyer), members, managers, directors, officers, employees, agents, and other representatives (collectively, the “Released PartiesPerson”) from all debts, demands, causes of action, suits, covenants, torts, damages and any and all actions, suits, claims, demandsdefenses, debts, agreements, obligations, promisesoffsets, judgments, or demands and liabilities of any kind whatsoever in law or equity and causes of action whatsoever, of every kind name and nature, or otherwise (includingboth at law and in equity, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected accrued or unsuspectedunaccrued, unanticipated as well as anticipated (collectively, the “Seller Released Claims”), and hereby irrevocably agree to refrain from directly which have been or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, could have been asserted against any Released Party based upon any Seller Released Claim. Notwithstanding Person, which any Purchaser Releasing Person has or ever had, which arises out of or relates to events, circumstances or actions occurring, existing or taken prior to or as of the preceding sentence Closing Date in respect of matters relating to the Company and its Subsidiaries; provided that the parties acknowledge and agree that this Section 5.3(a), “Seller Released Claims” 10.19(a) does not include, apply to and the provisions of this Section 5.3(a) shall not constitute a release or otherwise diminish, the obligations of any Party set forth in rights or obligations (i) to the extent arising under any provisions provision of this Agreement that survives the Closing in accordance with Section 9.01 or any Transaction Document or any documents or instruments delivered in connection with this Agreement or any Transaction Document, (ii) relating to any matter between the Ancillary AgreementsCompany or its Subsidiaries, on one hand, and any of its directors, managers, officers, employees or advisors with respect to matters arising in connection with the management or operation of the businesses of the Company and its Subsidiaries (including any claim for indemnification or expense reimbursement pursuant to the Organizational Documents of the Company or its Subsidiaries (as in effect as of the date hereof) or this Agreement), (iii) to the extent arising in connection with Fraud or (iv) any matter arising between a portfolio company or limited partner (or equity or debt investor) of a Purchaser Releasing Person, on the one hand, and a Seller Released Person, on the other hand, that is unrelated to the transactions contemplated hereunder. (b) If As of the Closing, Seller, on its own behalf and only if on behalf of the Closing occurs, Buyer, for itself and its heirs, personal representatives, successors and assigns (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Released Seller Related Parties (each of the foregoing, together with Seller, a “Seller Releasing Person”) hereby release and forever discharge each of Purchaser and each other than Parent and SellerPurchaser Related Party (each, a “Purchaser Released Person”) from all debts, demands, causes of action, suits, covenants, torts, damages and any and all actions, suits, claims, demandsdefenses, debts, agreements, obligations, promisesoffsets, judgments, or demands and liabilities of any kind whatsoever in law or equity and causes of action whatsoever, of every kind name and nature, or otherwise (includingboth at law and in equity, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected accrued or unsuspectedunaccrued, unanticipated which have been or could have been asserted against any Purchaser Released Person, which any Seller Releasing Person has or ever had, which arises out of or relates to events, circumstances or actions occurring, existing or taken prior to or as well as anticipated (collectively, of the “Buyer Released Claims”), Closing Date in respect of matters relating to the Company and hereby irrevocably its Subsidiaries; provided that the parties acknowledge and agree that this Section 10.19(b) does not apply to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding and shall not constitute a release of any kind, in any court rights or before any tribunal, against any Released Party based upon any Buyer Released Claim. Notwithstanding obligations (i) to the preceding sentence of this Section 5.3(b), “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) shall not release or otherwise diminish, the obligations of any Party set forth in or extent arising under any provisions provision of this Agreement that survives the Closing in accordance with Section 9.01 or any Transaction Document or any documents or instruments delivered in connection with this Agreement or any Transaction Document, (ii) to the Ancillary Agreementsextent arising in connection with Fraud or (iii) any matter arising between a portfolio company or limited partner (or equity or debt investor) of a Seller Releasing Person, on the one hand, and a Purchaser Released Person, on the other hand, that is unrelated to the transactions contemplated hereunder.

Mutual Release. (a) If and only if the Closing occursThe Arbor Group, Parent and Seller, each for itself, themselves and their respective heirs, personal representatives, successors and assigns (collectively, the “Seller Releasors”), hereby forever fully and irrevocably releases and discharges the Company, each of its Subsidiaries, and each of their respective predecessors, successors, direct or indirect subsidiaries and past and present stockholders (other than Buyer), members, managersofficers, directors, officers, employeesassigns, agents, and other representatives successors, past and present (collectivelyeach individually, the an “Released PartiesArbor Group Releasing Party”) from does hereby expressly, absolutely and forever release and discharge the Company and each officer, director, stockholder, agent, affiliate, employee, attorney, assigns, predecessor, and successor, past and present, of the Company (each individually, a “Company Released Party”) from, and forever fully releases and discharges each Company Released Party of, any and all actions, suitsrights, claims, warranties, demands, debts, agreements, obligations, promisesliabilities, judgmentscosts, or liabilities of any kind whatsoever in law or equity attorneys’ fees, expenses, suits, losses, and causes of action (“Claims”) of every any kind and natureor nature whatsoever (including those arising under contract, statute or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Partiescommon law), whether known or unknown, contingent or absolute, suspected or unsuspected, unanticipated as well as anticipated arising in respect of or in connection with the Proxy Solicitation, which any Arbor Group Releasing Party ever had or owned arising at any time prior to the date of this Agreement (collectivelyincluding the future effects of such occurrences, conditions, acts or omissions); provided, however, that the foregoing release does not apply to (i) any Claim relating to the performance of obligations under this Agreement or for breach of or to enforce this Agreement and (ii) any Claims that cannot be waived by law (with clauses (i) and (ii) together, the “Seller Released Arbor Excluded Claims”). The Claims released pursuant to this Section 4(a) are referred to herein as “Arbor Group Claims.” The Arbor Group, on behalf of itself and the Arbor Group Releasing Parties, hereby irrevocably agree covenants to refrain from directly or indirectly asserting any claim or demand demand, or commencing (commencing, instituting or causing to be commenced) , any suit, action, or proceeding of any kind, in any court or before any tribunal, kind against any Company Released Party based upon any Seller Released Arbor Group Claim. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements. (b) If and only if the Closing occurs, BuyerThe Company, for itself and for its heirsofficers, personal representativesdirectors, successors assigns, agents, and assigns successors, past and present (collectivelyeach individually, a “Company Releasing Party”) does hereby expressly, absolutely and forever release and discharge the Arbor Group and each of their respective officers, directors, stockholders, agents, affiliates, employees, attorneys, assigns, predecessors, and successors, past and present, of each member of the Arbor Group (each individually, an “Buyer ReleasorsArbor Group Released Party”)) from, hereby and forever fully and irrevocably releases and discharges the each Arbor Group Released Parties (other than Parent and Seller) from Party of, any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities Claims of any kind or nature whatsoever in law (including those arising under contract, statute or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Released Partiescommon law), whether known or unknown, contingent or absolute, suspected or unsuspected, unanticipated as well as anticipated arising in respect of or in connection with the Proxy Solicitation, any Schedule 13D or proxy filings made prior to the date hereof or in respect of or in connection with the nomination and election of directors at the 2008 Annual Meeting or the other proposals contained in the Notice, which any Company Releasing Party ever had or owned arising at any time prior to the date of this Agreement (collectivelyincluding the future effects of such occurrences, conditions, acts or omissions); provided, however, that the foregoing release does not apply to (i) any Claim relating to the performance of obligations under this Agreement or for breach of or to enforce this Agreement and (ii) any Claims that cannot be waived by law (with clauses (i) and (ii) together, the “Buyer Released Company Excluded Claims”). The Claims released pursuant to this Section 4(b) are referred to herein as “Company Claims.” The Company, on behalf of itself and the Company Releasing Parties, hereby irrevocably agree covenants to refrain from directly or indirectly asserting any claim or demand demand, or commencing (commencing, instituting or causing to be commenced) , any suit, action, or proceeding of any kind, in any court or before any tribunal, kind against any Arbor Group Released Party or any member of the Arbor Group based upon any Buyer Company Claim. (c) The parties hereto hereby acknowledge and agree that the Arbor Group Released Claim. Notwithstanding Parties and the preceding sentence Company Released Parties are intended third party beneficiaries of this Section 5.3(b), “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) shall not release or otherwise diminish, 4 and may take any and all action to enforce the obligations and agreements of any Party the releasing parties set forth in or arising under any provisions of this Agreement or the Ancillary Agreementsherein.

Mutual Release. (a) If Expect for the obligations and only if rights expressly set forth and reserved in Paragraph 13 of this Agreement, in consideration of the Closing occursrecitals, Parent covenants and Seller, each for itselfagreements set forth in this Agreement, and other good and valuable consideration, receipt of which is hereby acknowledged, upon the Effective Date of this Agreement, the Parties and Additional Released Parties, for and on behalf of themselves and their respective present and future agents, successors, beneficiaries, heirs, personal representativesassigns, successors subsidiaries, and assigns any and all other persons who could claim through him/her/it (collectively, the “Seller Releasors”)) do hereby unconditionally, hereby irrevocably, forever and fully release, acquit, and irrevocably releases forever discharge each Party and discharges the CompanyAdditional Released Parties hereto and its/their predecessors, each of its Subsidiariesprincipals, parents, heirs, successors, assigns, subsidiaries, affiliates, commonly controlled entities, companies, enterprises, ventures, partners, insurers, investors, attorneys, officers, shareholders, directors, agents, representatives, employees, clients, administrators, executors, personal representatives, heirs or successors in interest and assigns, and each of their respective predecessors, successors, direct or indirect subsidiaries and past and present stockholders them (other than Buyerthe “releasees”), members, managers, directors, officers, employees, agents, of and other representatives (collectively, the “Released Parties”) from any and all actions, suits, claims, demands, actions, causes of action, suit, liens, debts, agreements, obligations, promises, judgmentsagreements, costs, damages, liabilities, and judgements of any kind, nature, or liabilities of any kind whatsoever amount whether in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Partiesequity, whether known or unknown, suspected anticipated or unsuspectedunanticipated, unanticipated as well as anticipated (collectivelyliquidated or unliquidated, the “Seller Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements. (b) If and only if the Closing occurs, Buyer, for itself and its heirs, personal representatives, successors and assigns (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Released Parties (other than Parent and Seller) from including any and all actionsclaimed or unclaimed compensatory damages, suitsconsequential damages, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damagesinterest, costs, expenseexpenses and fees (including reasonable or actual attorneys’ fees) which were or could have been raised in, and attorneys’arise out of, brokers’ and accountants fees and expenses) arising out of relate to, or in any way, directly or indirectly, involve the Action, the Parcels, prior disputes, or unnamed parties related to events, facts, conditions or circumstances existing or arising prior all disputes resolved herein. It is the intention and effect of this release to discharge all claims that the Closing Date, which the Buyer Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, Releasees up until and including the “Buyer Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Buyer Released Claim. Notwithstanding the preceding sentence Effective Date of this Section 5.3(b), “Buyer Released Claims” does not include, and the provisions of this Section 5.3(b) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary AgreementsAgreement.

Mutual Release. (a) If In exchange for the consideration stated herein, that being good and only if valuable consideration, the Closing occursCounsel Group, Parent jointly and Seller, each for itselfseverally, and on behalf of each of their respective heirsaffiliates, personal representativessuccessors, successors and assigns (collectivelyassigns, the “Seller Releasors”), hereby forever agrees to fully and irrevocably releases forever release and discharges the Companydischarge Buyers and its subsidiaries, each of its Subsidiariesaffiliates, divisions, predecessors, successors, assigns and all former, current or future officers, directors, agents, employees, managers, or shareholders, and each of their respective predecessorsthem, successors, direct or indirect subsidiaries and past and present stockholders (other than Buyer), members, managers, directors, officers, employees, agents, and other representatives (collectively, the “Released Parties”) from any and all claims, charges, demands, actions, suits, claimscauses of action, demandsliabilities, debtsdamages, agreements, obligations, promises, judgmentsassessments, or liabilities penalties of any whatsoever kind whatsoever in law or equity and causes of action of every kind and nature, in tort, contract, law, equity or otherwise (by statute or otherwise, including, but not limited to, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or in any way related to eventsthe Asset Purchase Agreement, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectivelyMemorandum, the “Seller Released Claims”)I-Link Escrow Agreement, and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Seller Released Claimthe Counsel Escrow Agreement. Notwithstanding the preceding sentence of this Section 5.3(a)foregoing, “Seller Released Claims” does not include, the above release and the provisions of this Section 5.3(a) waiver shall not release apply to any rights, obligations, or otherwise diminish, the obligations of any Party set forth in or claims arising under any provisions this Agreement, Section 5.1 or 5.2 of this Agreement the Asset Purchase Agreement, or the Ancillary AgreementsLicense Agreement. (b) If In exchange for the consideration stated herein, that being good and only if the Closing occursvaluable consideration, BuyerBuyers, for itself and each of its heirssubsidiaries, personal representativesaffiliates, successors successors, and assigns (collectivelyassigns, the “Buyer Releasors”), hereby forever agrees to fully and irrevocably releases forever release and discharges discharge each of the Released Parties (other than Parent Counsel Group and Seller) their respective subsidiaries, affiliates, divisions, predecessors, successors, assigns and all former, current or future officers, directors, agents, employees, managers, or shareholders, and each of them, from any and all claims, charges, demands, actions, suits, claimscauses of action, demandsliabilities, debtsdamages, agreements, obligations, promises, judgmentsassessments, or liabilities penalties of any whatsoever kind whatsoever in law or equity and causes of action of every kind and nature, in tort, contract, law, equity or otherwise (by statute or otherwise, including, but not limited to, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or in any way related to eventsthe Asset Purchase Agreement, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectivelyMemorandum, the “Buyer Released Claims”)I-Link Escrow Agreement, and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Buyer Released Claimthe Counsel Escrow Agreement. Notwithstanding the preceding sentence of this Section 5.3(b)foregoing, “Buyer Released Claims” does not include, the above release and the provisions of this Section 5.3(b) waiver shall not release apply to any rights, obligations, or otherwise diminish, the obligations of any Party set forth in or claims arising under any provisions of this Agreement or the Ancillary AgreementsLicense Agreement.