Common use of Mutual Release Clause in Contracts

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

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

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

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

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

Mutual Release. The Parties(a) Except for any claim based on fraud and subject to Section 10.18(c), effective as of the Closing Date, (i) the Company, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, itself and its and their past, present, and future officers, directors, shareholders, interest holdersemployees, members, partners, attorneys, agents, employees, managers, representatives, assigns, managers and successors in interest, and all persons acting by, through, under, or in concert with themsubsidiaries, and each of themtheir respective successors and assigns, hereby release releases, acquits and discharge forever discharges, to the other Partyfullest extent permitted by Law, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its each Seller and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneysrespective beneficiaries, agents, employeesheirs, managersexecutors, representativestrustees, successors and assigns of, from and successors in interest, against any and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rightsclaims, demands, costsdamages, lossesjudgments, debts, penaltiesdues and suits of every kind, feesnature and description whatsoever, wageswhich the Company, medical costsor its successors or assigns, pain ever had, now has or may have, in each case solely in connection with the ownership or operation of the Company prior to the Closing, and suffering(ii) each Seller, mental anguishon behalf of itself and its respective beneficiaries, emotional distressagents, expenses heirs, executors, trustees, successors and assigns, hereby releases, acquits and forever discharges, to the fullest extent permitted by Law, the Company, from and against any and all actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, which any Seller, or its trustees, beneficiaries, agents, heirs, executors, trustees, successors or assigns, ever had, now has or may have, in each case based upon any fact or action occurring or arising prior to the Closing. (including attorneys’ fees and costs actually incurredb) Subject to Section 10.18(c), the Company agrees not to, and punitive damagesagrees to cause its respective officers, directors, employees, members, managers and subsidiaries, and each of their respective successors and assigns, not to, assert any nature whatsoever, known or unknown, which either Party has, or may have had, such released claim against the Sellers. Subject to Section 10.18(c), each Seller agrees not to, and agrees to cause its respective trustees, beneficiaries, agents, heirs, executors, trustees, successors and assigns, not to, assert any such released claim against the Company. (c) Notwithstanding the foregoing, neither Buyer nor the Company, on the one hand, nor any of the Sellers, on the other Partyhand, whether release and each of them retain, their respective rights and interests under the terms and conditions of this Agreement, the Transaction Documents and the Confidentiality Agreement. Nothing contained in this Section 10.18 shall in any way limit or not apparent impair any of the rights of the parties under this Agreement, the Transaction Documents or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the DebtConfidentiality Agreement.

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

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

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

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

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

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

Mutual Release. The Parties(i) As a material inducement for the Company to enter into this Agreement, effective as of the Closing Date, the Seller (on behalf of themselves, their predecessors, successors, direct himself and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates his successors and assigns) hereby unequivocally, voluntarily, knowingly, willingly, unconditionally, completely, irrevocably and immediately remises, releases and discharges the Company, its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with themstockholders, and each of themtheir respective Affiliates, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneysmanagers, agents, employeesinsurers, managers, representativespredecessors, assigns and successors in interest(collectively, the “Company Released Persons”) from and with respect to any and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievancesjudgments, damages, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costssettlements, losses, debtscosts and expenses, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurreddisbursements (collectively, “Losses”) of whatever kind or nature to the extent arising on or prior to the Closing Date, whether at law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, which the Seller now has, or has ever had or may hereafter have against any of the Company Released Person occurring at any time on or prior to the Closing Date and under any law in any jurisdiction in connection with (A) the acquisition, ownership, transfer, sale or disposition of the Shares, and (B) the Seller’s acts or omissions in his capacity as a stockholder, Founder, manager, director or employee of the Company or its Affiliates, including in connection with the termination of his service as a director, manager, or employee (the “Seller Released Claims”); provided that the Seller Released Claims shall not include (1) any claims pursuant to this Agreement or the Sale Cooperation Agreement arising with respect to acts or omissions after the Closing Date, (2) any rights to be indemnified, exculpated or held harmless arising under any indemnification agreement, the Stockholders’ Agreement or bylaws, charter, certificate of incorporation, certificate of formation or any other organizational documents of the Company or any of its Affiliates, or any insurance policy of the Company or any of its Affiliates for the benefit of any current or former director, officer, manager or employee of the Company or its Affiliates and (3) any claims that may not be released as a matter of law. It is the intention of the Seller that such release of the Seller Released Claims shall be effective as a bar to each and every demand, claim and proceeding hereinabove specified and in furtherance of such intention, and the Seller, hereby expressly waives, effective as of the Closing Date, any and all rights and benefits conferred upon the Seller under applicable law and expressly agrees that this release will be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected demands and proceedings, if any, as those relating to any other demands and proceedings hereinabove specified, but only to the extent such provision is applicable to releases such as this Section 4(c)(i). The Seller further agrees to execute any and all additional documents as may be required under any applicable law to give effect to his obligations under this Section 4(c)(i). (ii) As a material inducement for the Seller to enter into this Agreement, effective as of the Closing Date, the Company, on behalf of itself and each of its Affiliates, managers, predecessors, assigns and successors (collectively, the “Company Parties”), hereby unequivocally, voluntarily, knowingly, willingly, unconditionally, completely, irrevocably and punitive damagesimmediately remises, releases and discharges the Seller and each of his assigns and successors (collectively, the “Seller Released Persons”) from and with respect to any and all Losses of whatever kind or nature whatsoeverto the extent arising on or prior to the Closing Date, whether at law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, which any of the Company Parties now has, or has ever had or may hereafter have against any of the Seller Released Persons occurring at any time on or prior to the Closing Date in connection with (A) the acquisition, ownership, transfer, sale or disposition of the Shares, and (B) the Seller’s acts or omissions in his capacity as a stockholder, Founder, director or employee of the Company or its Affiliates, as applicable (the “Company Released Claims”); provided that the Company Released Claims shall not include (1) any claims pursuant to this Agreement or the Sale Cooperation Agreement arising with respect to acts or omissions that occur after the Closing Date, and (2) any claims that may not be released as a matter of law. It is the intention of Company that such release of the Company Released Claims shall be effective as a bar to each and every demand, claim and proceeding hereinabove specified and in furtherance of such intention, and Company, hereby expressly waives, effective as of the Closing Date, any and all rights and benefits conferred upon any of the Company Parties under applicable law and expressly agrees that this release will be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected demands and proceedings, if any, as those relating to any other demands and proceedings hereinabove specified, but only to the extent such provision is applicable to releases such as this Section 4(c)(ii). The Company further agrees to execute any and all additional documents as may be required under any applicable law to give effect to its and the other Company Parties’ obligations under this Section 4(c)(ii). (iii) Each party hereto, on behalf of itself, its successors and assigns, knowingly and voluntarily hereby expressly waives any and all rights or benefits conferred by the provisions of Section 1542 of the California Civil Code (“Section 1542”), or any similar law enacted in any other jurisdiction, and expressly consents that the releases contained in Section 4(c)(i) and Section 4(c)(ii) shall each be given full force and effect according to each and all of its express terms and conditions, including those relating to waiving and releasing all claims, whether now known or unknown, suspected, or unsuspected, and whether or not concealed or hidden. Section 1542 provides: (iv) Each of the parties hereto, on behalf of itself, its successors and assigns, acknowledges that its own legal counsel has explained the effect and importance of the provisions of Section 1542, and of a waiver of the provisions of Section 1542. With this knowledge and understanding, each of the parties hereto, on behalf of itself, its successors and assigns, waives and relinquishes any rights or benefits that it has or might have under Section 1542 or any similar law enacted in any other jurisdiction. Each of the parties hereto, on behalf of itself, its successors and assigns, acknowledges that it is aware that it might hereafter discover facts in addition to or different from those that it now knows or believes to be true with respect to the subject matter of this Agreement, but it is the intention of the Seller and the Company (A) hereby to fully and finally forever settle and release any and all matters, disputes and differences, known or unknown, which either Party hassuspected and unsuspected, arising out of, based upon, or may have hadrelating to, against any and all claims, and (B) that the other Partyreleases contained in Section 4(c)(i) and Section 4(c)(ii) shall remain in effect as full and complete general releases, whether or not apparent or yet to be discoverednotwithstanding discovery of, or which may hereafter developthe existence of, for any acts such additional or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debtdifferent facts.

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

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

Mutual Release. The PartiesEach Party, by its signature below, hereby agrees, on behalf of themselves, their predecessors, itself and its predecessors and successors, including, without limitation, all past and/or present and direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their past, present, and future officers, directors, shareholders, interest holderspartners, members, partnersagents, affiliates, employees, parent companies, sister companies, subsidiaries, attorneys, agentspartners, employeesprincipals, managerstrustees, trustors, beneficiaries, heirs, representatives, assignsadministrators, insurers, successors and assigns (each, including each such Party, a “Releasing Party”), to, and successors in interestdoes hereby, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge and hold each of the other Party, together with their predecessors, Parties and such other Parties’ respective predecessors and successors, including, without limitation, all past and/or present and direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holderspartners, members, partnersagents, affiliates, employees, parent companies, sister companies, subsidiaries, attorneys, partners, principals, agents, employeestrustees, managerstrustors, beneficiaries, heirs, representatives, assigns and successors in interestadministrators, successors, and assigns (each, including each such released Party, a “Releasee”), harmless from and with respect to, any and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievancescounterclaims, liabilitiesdemands, obligationsactions, promises, agreements, controversies, damages, potential actions, causes of action, suits, rightsagreements, demandsjudgments, costsdecrees, losses, debts, rights, liabilities, losses, obligations, duties, charges, complaints, acts, omissions, costs, interests, expenses, damages, penalties, sanctions, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred)fees, injuries, and punitive damagesoffsets, matters, issues, and controversies of any nature kind, nature, and description whatsoever, whether known or unknown, which either Party hasdisclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or unmatured, perfected or not perfected, ▇▇▇▇▇▇ or inchoate, suspected or unsuspected, contingent or fixed, liquidated or unliquidated, asserted or unasserted, ripened or unripened, whether at Law or equity, whether based on or arising under state, local, foreign, federal, statutory, regulatory, common, or may have had, against the other Party, whether Law or not apparent or yet to be discovered, or which may hereafter develop, for rule and upon any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, legal theory (including, without limitation, compensatory damagesany claims that could be asserted derivatively on behalf of any Releasing Party), damages for breach of contractno matter how asserted, bad faith damageswhich any such Releasing Party has or may have against any Releasee in connection with the transactions contemplated by this Agreement (the “Released Claims”); provided, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or that the Released Claims shall not include claims arising from the DebtParties’ obligations hereunder or under the 3CM Holdings A&R LLCA. Each Party hereby agrees for itself and such Party’s other Releasing Parties that it will not, directly or indirectly, commence or assist in the commencement of any legal, regulatory or other action against any Releasee for any Released Claim. Each Party expressly agrees that it shall indemnify the other Parties for the full and complete costs of defending any such action and for enforcing this Agreement in connection therewith, including reasonable attorneys’ fees (whether incurred in a third party action or in an action to enforce this Agreement), court costs and other related expenses. Other than with respect to the Released Claims, each Party represents and warrants that, as of the execution of this Agreement, it does not presently have actual knowledge of any claims against any other Party for any alleged breaches of the Parties’ Organizational Documents to which such Party is a party. This mutual release shall be binding from the date hereof to eternity. The Parties further expressly acknowledge and agree that this release should receive full faith and credit from all courts, agencies, arbitrators and any and all other tribunals.

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

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

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

Mutual Release. The PartiesEffective as of the Closing Date and the payment of the entire Purchase Price by the Purchaser to the Sellers, on behalf the Purchaser, each of themselvesthe Sellers, and the Company, for each of them and their predecessorsrespective, as applicable, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, legal representatives, assigns, and successors in interest, assigns and all persons acting claiming by, through, under, through or in concert with under them, and each of themtheir respective, hereby release as applicable, members, parent, subsidiary and/or affiliated companies or entities, shareholders, officers, directors, partners, members, employees, agents, representatives and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any attorneys of all of the foregoing, affiliates and assigns and its and their pastrespective successors, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, legal representatives, assigns and successors in interestall persons claiming by, through or under any of them (collectively, "Representatives"), do hereby release, acquit and forever discharge each other and their respective Representatives from and against any and all persons acting by, through, under or in concert with them, and each manner of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rightsdebts, demandsdues, sums of money owed to them, compensation, commissions, covenants, costs, lossesjudgments, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred)damages, and punitive damagesclaims, demands and actions of whatever nature or kind, in law or in equity (collectively, the "Claims") which any of them now have or had or may ever have against each other and all of their respective Representatives, singularly or in combination, on account of, arising out of, or in connection with any matter, transaction, act, omission or other involvement of whatever nature whatsoever, known or unknownkind from the beginning of time through the end of time, which either Party hasin any way relate to (a) the Sellers' investment and membership in the Mall Owner and the Company, (b) any and all rights and obligations under the current or any former Operating Agreements for the Mall Owner or the Company, (c) any and all rights and obligations under any other agreements or understandings relating to the Seller's investment in and ownership of the Mall Owner's or the Company's business or assets, including without limitation any and all financial reporting and accounting matters associated therewith, (d) the transfer of the Interests, (e) any other matters, directly or indirectly, relating to any of the foregoing, or may have had(f) matters relating to this Agreement, against except for any obligations set forth in this Agreement which are expressly intended to survive the Closing Date or expressly intended to occur after the Closing Date. Each of the Purchaser, the Sellers and the Company, as of the Closing Date agree to indemnify and hold the other Partyand all of its respective Representatives harmless, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, including without limitation, compensatory damagesthe obligation to pay the other's legal fees and expenses arising out of any Claims made in violation of the release and indemnity provisions contained in this section of the Agreement. Not in limitation of the foregoing, damages but as further illustration, each of the Purchaser, the Sellers and the Company covenant and agree, as of the Closing Date for breach and on behalf of contracteach of them and their respective Representatives, bad faith damagesto forever refrain from instituting, reliance damagesprosecuting, liquidated damagesasserting or otherwise pursuing or pressing against each other any Claims which are released hereby. The terms of this section are intended to survive the Closing forever. The foregoing mutual release contained in Section 8 of this Agreement is not intended to terminate or release any obligations under the following agreements: a. The Ring Road Agreement attached to this Agreement as Exhibit B; and, b. Various declarations of restrictions, damages for humiliation curb cut and embarrassment, punitive damages, costs access maintenance agreements and attorneys fees related sign easement agreements relating to or arising from real estate adjacent to the DebtCenter.

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

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

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

Mutual Release. The (a) In consideration of the covenants, agreements and undertakings of the Parties under this Agreement, Exchange Health and the Company (the “EH Parties”), jointly and severally, each on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, itself and its respective present and their pastformer parents, presentsubsidiaries, and future affiliates, officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns (collectively, “EH Releasors”) hereby releases, waives and forever discharges TH and its respective present and their pastformer parents, presentsubsidiaries, and future affiliates, officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representativessuccessors and assigns (collectively, assigns “TH Releasees”) of and successors in interest, from any and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, losses, liabilities, rights, demandsdebts, dues, sums of money, accounts, reckonings, obligations, costs, lossesexpenses, debtsliens, penaltiesbonds, feesbills, wagesspecialties, medical costscovenants, pain and sufferingcontracts, mental anguishcontroversies, emotional distressagreements, expenses (including attorneys’ fees and costs actually incurred)promises, variances, trespasses, damages, judgments, extents, executions, claims, and punitive damagesdemands, of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, or equity (collectively, “EH Claims”), which either Party hasany of such EH Releasors ever had, now have, or hereafter can, shall, or may have against any of such TH Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the Effective Date arising out of or relating to the LLC Agreement, except for any EH Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Agreement, other than the Continuing Obligations. (b) In consideration of the covenants, agreements and undertakings of the Parties under this Agreement, TH, on behalf of itself and its respective present and former successors and assigns (collectively, “TH Releasors” and, together with the EH Releasors, the “Releasors”) hereby releases, waives and forever discharges the EH Parties and their respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors and permitted assigns (collectively, “EH Releasees” and, together with the TH Releasees, the “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, or equity (collectively, “TH Claims” and, together with the EH Claims, the “Claims”), which any of such TH Releasors ever had, now have, or hereafter can, shall, or may have against any of such EH Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the Effective Date arising out of or relating to the LLC Agreement, except for any TH Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Agreement other than the Continuing Obligations. (c) Each Party, whether on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or not apparent or yet to facts that may be discovereddifferent than, or which in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 5, and which, if known at the time of signing this Agreement, may hereafter develophave materially affected this Agreement and such Party’s decision to enter into it and grant the release contained in this Section 5. Nevertheless, for except as otherwise expressly set forth herein, the Releasors intend to fully, finally and forever settle and release all Claims (other than any acts or omissions claims related to the Continuing Obligations) that now exist, may exist or arising from previously existed, as set forth in the Debtrelease contained in this Section 5, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. This Agreement resolves The Releasors hereby waive any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees right or Claim (other than any claims related to the Continuing Obligations) that might arise as a result of such different or arising from additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all rights, benefits, and protections of any state or federal statute or common law principle limiting the Debtscope of a general release. (d) FURTHER, AS APPLICABLE, EACH OF TH RELEASORS AND THE EH RELEASORS (ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES) EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS AFFORDED BY ANY APPLICABLE LAW (INCLUDING SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA), WHICH STATES AS FOLLOWS OR SOMETHING SIMILAR: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

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

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

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

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

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

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