Common use of Mutual Release Clause in Contracts

Mutual Release. (a) Effective upon the Closing and without further action by any Person, the Seller, on behalf of itself and each of its Subsidiaries (other than the Transferred Entities) (each, a “Seller Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Purchaser, its direct parent entity and the Transferred Entities (collectively, the “Purchaser Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Seller Released Claims”), and the Seller, on behalf of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (b) Effective upon the Closing and without further action by any Person, the Purchaser, on behalf of itself and each of the Transferred Entities (each, a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or shall be deemed to constitute, a release of any claim that any party to this Agreement or any Ancillary Agreement may have hereunder or thereunder.

Mutual Release. (a) Effective In consideration of the agreements set forth herein and subject to paragraph (b) below (including that the releases provided for in this Section 28 are effective only upon the Closing consummation of the Exchange Offer and without further action by any PersonConsent Solicitation), the Seller, on behalf of itself and each of its Subsidiaries (other than the Transferred Entities) (each, a “Seller Releasing Person”), signatories hereto hereby irrevocably, unconditionally and fully waives, acquits, remisesreleases, and forever discharges and releases acquits, each of the Purchaserother signatories hereto, its their parents, subsidiaries and affiliates and their respective directors, officers, executives, employees, attorneys, advisors, representatives and shareholders (the “Released Persons”), from all, and all manner of, actions, suits, debts, claims, duties, payment and performance of all obligations, liabilities and indebtedness of every kind, direct parent entity or indirect, determined or undetermined, at law or in equity, whether or not asserted or raised and existing or alleged to exist or to have existed, at any time, which such signatory ever had or has or may have at this time against any Released Person, arising out of, relating to, or incurred in connection with, the Transferred Entities Notes, the Indenture, this Agreement or the Exchange Offer and Consent Solicitation, or any transaction entered into hereunder or thereunder or any action taken or omitted to be taken by the Released Persons hereunder or thereunder (collectively, the “Purchaser Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Seller Released Claims”), and the Seller, on behalf of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (b) Effective The releases provided for by paragraph (a) above shall be effective upon the Closing consummation of the Exchange Offer and without further action Consent Solicitation. The release by a signatory hereto will not apply if and to the extent that any Personpayment or delivery, the Purchaserin whole or in part, by or on behalf of itself another signatory hereto under or in connection with this Agreement or the Exchange Offer and each of the Transferred Entities (eachConsent Solicitation is rescinded or must be otherwise restored, whether as a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Released Parties”) from any and all Liabilities result of any kind proceedings in bankruptcy, insolvency or nature whatsoeverreorganization or otherwise, in each case arising all as though such payment or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, delivery had not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, been made. Each signatory hereto hereby covenants and agrees not to ▇▇▇, assert ▇ or otherwise seek to recover pursue any amounts in legal or equitable action against any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true signatory hereto with respect to the subject matter of this release may hereafter any Released Claim, and if any such signatory shall breach such covenant, then (i) such non-breaching signatory shall be discoveredentitled to collect from such breaching signatory all reasonable out-of-pocket costs and expenses, but the Purchaserincluding attorneys’ fees, on behalf of itself losses, claims and each other Purchaser Releasing Persondamages, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard incurred by such non-breaching signatory that are directly related to the subsequent discovery or existence defense of different or additional facts such action and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (cii) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release granted to such breaching signatory by such non-breaching signatory shall be void ab initio and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or shall be deemed never to constitute, a release of any claim that any party to this Agreement or any Ancillary Agreement may have hereunder or thereunderbeen given.

Mutual Release. (a) Effective upon the Closing and without further action Closing, to the fullest extent permitted by any Personapplicable Law, the SellerBuyer, on behalf of itself and each of its Subsidiaries the Buyer Related Parties (other than including, following the Transferred EntitiesClosing, the Acquired Company) (eachcollectively, a the “Seller Releasing PersonBuyer Releasers”), hereby irrevocablyknowingly and willingly, unconditionally fully and fully irrevocably expressly waives, acquits, remises, discharges and forever discharges and releases each of the Purchaser, its direct parent entity Seller and the Transferred Entities (collectively, the “Purchaser Released Parties”) Seller Related Parties from any and all Liabilities and obligations to such Buyer Releasers of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior related to the Closing and business or equity ownership of the Acquired Company, whether now or hereafter existing, absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any applicable Law, Contract, arrangement, duty or understanding, whether written or oral Contract (other than as expressly set forth in this Agreement and or any Ancillary Agreement) or otherwise at law Law or in equity (collectively, the “Seller Released Claims”)equity, and Buyer hereby agrees that it will not, and it will cause the Sellerother Buyer Releasers not to, on behalf of itself and each other Seller Releasing Personassert, covenants and agrees not to ▇▇▇directly or indirectly, assert or otherwise seek to recover any amounts in any forum in regard to connection therewith or thereunder from Seller or any Seller Released Claims from any of the Purchaser Released Parties Related Party (except as expressly provided for in this Agreement or any Ancillary Agreement). (b) Effective upon the Closing, in each case, only to the fullest extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoingpermitted by applicable Law, the Seller, on behalf of itself and each other the Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. Related Parties (b) Effective upon the Closing and without further action by any Personcollectively, the Purchaser, on behalf of itself and each of the Transferred Entities (each, a “Purchaser Releasing PersonSeller Releasers”), hereby irrevocablyknowingly and willingly, unconditionally fully and fully irrevocably expressly waives, acquits, remises, discharges and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Released Parties”) Acquired Company from any and all Liabilities and obligations to such Seller Releasers of any kind or nature whatsoeverwhatsoever with respect to any fact, in each case arising matter or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) circumstance existing on or prior to the Closing and with respect to the business of the Acquired Company or the LLC Interests, in each case, whether now or hereafter existing, absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any applicable Law, Contract, arrangement, duty or understanding, whether written or oral Contract (other than as expressly set forth in this Agreement and or any Ancillary Agreement) or otherwise at law Law or in equity (collectively, the “Purchaser Released Claims”)equity, and the PurchaserSeller hereby agrees that it will not, on behalf of itself and each it will cause its other Purchaser Releasing PersonSeller Releasers not to, covenants and agrees not to ▇▇▇assert, assert directly or otherwise indirectly, or seek to recover any amounts in any forum in regard to any Purchaser Released Claims connection therewith or thereunder from Buyer or any of the Seller Released Buyer Related Parties (except as expressly provided for in this Agreement Agreement); provided that this Section 10.3 shall not prevent or otherwise restrict any Seller Releaser from bringing or otherwise asserting any actions, or any Ancillary Agreementrights or remedies, arising under or in each caseconnection with any rights to indemnification, only exculpation and/or advancement of expenses to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general releaseGoverning Documents. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes10.3 shall waive, release or shall be deemed to constituteotherwise affect the rights, a release remedies and obligations of any claim that any party to the Parties set forth in this Agreement or any Ancillary Agreement may have hereunder or thereunderAgreements, including any claims against a Party in respect of its Fraud.

Mutual Release. (a) Effective upon the Closing and without further action by any Person, the SellerEach Investor, on behalf of itself and each of its Subsidiaries Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges, and covenants not to ▇▇▇ in any capacity (or cause to be sued through a derivative or other than the Transferred Entities) (each, a “Seller Releasing Person”representative action), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each any of the PurchaserCompany or any Indemnified Person and their respective heirs, its direct parent entity representatives, Affiliates and the Transferred Entities Associates for any and all claims, causes of action, actions, judgments, liens, debts, damages, losses, liabilities, rights, interests and demands of whatsoever kind or character, in law, equity or otherwise (collectively, the “Purchaser Released PartiesClaims”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen been asserted, or occurred ever could be asserted, that in any way arise from any actions, omissions or state of facts occurring, not occurring or in existence (connection with, relate to or are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified Persons, whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected including, without limitation, any Claim arising out of, in connection with, relating to or unsuspectedbased on the fact that the Indemnified Person is or was a director, matured officer, employee or unmatured agent of the Company or determined or determinable, and whether arising under any Law, Contract, arrangementof its subsidiaries, or understandinga trustee, whether written custodian, administrator, committeeman or oral (fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other than enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this Agreement waiver and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Seller Released Claims”), release and the Seller, on behalf of itself and each other Seller Releasing Person, covenants and agrees covenant not to ▇▇▇, assert or otherwise seek to recover ▇ shall not include any amounts in any forum in regard to any Seller Released Claims arising from any the breach of the Purchaser Released Parties (except as provided in this Agreement by the Company, the Resigning Directors or the Company Nominees or any Ancillary Agreement, in each case, only to knowing criminal act by the extent set forth herein Company or therein). The Seller, on behalf of itself and each other Seller Releasing any Indemnified Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (b) Effective upon the Closing The Company and without further action by any Person, the Purchasereach Resigning Director and Company Nominee, on behalf of himself or itself and each his or its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges and covenants not to ▇▇▇ in any capacity, any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by any of the Transferred Entities (eachInvestors, a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected occurring or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than existing prior to the date of this Agreement relating to the Company or any its subsidiaries; provided, however, this waiver and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), release and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees covenant not to ▇▇▇, assert or otherwise seek to recover ▇ shall not include any amounts in any forum in regard to any Purchaser Released Claims arising from any the breach of the Seller Released Parties (except as provided in this Agreement by any Investor or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of knowing criminal act by any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general releaseInvestor. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or shall be deemed to constitute, a release of any claim that any party to this Agreement or any Ancillary Agreement may have hereunder or thereunder.

Mutual Release. (a) Effective In consideration of the agreements set forth herein and subject to paragraph (b) below (including that the releases provided for in this Section 31 are effective only upon the Closing consummation of the Exchange Offer and without further action by any PersonConsent Solicitation), the Seller, on behalf of itself and each of its Subsidiaries (other than the Transferred Entities) (each, a “Seller Releasing Person”), signatories hereto hereby irrevocably, unconditionally and fully waives, acquits, remisesreleases, and forever discharges and releases each of the Purchaseracquits, BCI, its parent, subsidiaries and affiliates and their respective directors, officers, executives, employees, attorneys, advisors, representatives and shareholders (the “Released Persons”), from all, and all manner of, actions, suits, debts, claims, duties, payment and performance of all obligations, liabilities and indebtedness of every kind, direct parent entity or indirect, determined or undetermined, at law or in equity, whether or not asserted or raised and existing or alleged to exist or to have existed, at any time, which such signatory ever had or has or may have at this time against any Released Person, arising out of, relating to, or incurred in connection with, the Transferred Entities Preferred Stock, the Certificate of Designation, this Agreement or the Exchange Offer and Consent Solicitation, or any transaction entered into hereunder or thereunder or any action taken or omitted to be taken by the Released Persons hereunder or thereunder (collectively, the “Purchaser Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Seller Released Claims”), and the Seller, on behalf of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (b) Effective The releases provided for by paragraph (a) above shall be effective upon the Closing consummation of the Exchange Offer and without further action Consent Solicitation. The release by a signatory hereto will not apply if and to the extent that any Personpayment or delivery, the Purchaserin whole or in part, by or on behalf of itself another signatory hereto under or in connection with this Agreement or the Exchange Offer and each of the Transferred Entities (eachConsent Solicitation is rescinded or must be otherwise restored, whether as a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Released Parties”) from any and all Liabilities result of any kind proceedings in bankruptcy, insolvency or nature whatsoeverreorganization or otherwise, in each case arising all as though such payment or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, delivery had not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, been made. Each signatory hereto hereby covenants and agrees not to ▇▇▇, assert ▇ or otherwise seek to recover pursue any amounts in legal or equitable action against any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true signatory hereto with respect to the subject matter of this release may hereafter any Released Claim, and if any such signatory shall breach such covenant, then (i) such non-breaching signatory shall be discoveredentitled to collect from such breaching signatory all reasonable out-of-pocket costs and expenses, but the Purchaserincluding attorneys’ fees, on behalf of itself losses, claims and each other Purchaser Releasing Persondamages, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard incurred by such non-breaching signatory that are directly related to the subsequent discovery or existence defense of different or additional facts such action and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (cii) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release granted to such breaching signatory by such non-breaching signatory shall be void ab initio and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or shall be deemed never to constitute, a release of any claim that any party to this Agreement or any Ancillary Agreement may have hereunder or thereunderbeen given.

Mutual Release. (a) Effective upon the Closing Subject to sections 2(c) and without further action by any Person2(d) hereof, the SellerPlaintiffs, on behalf of itself the KCI Shareholders and each of its Subsidiaries (other than their respective successors, assigns, affiliates and subsidiaries hereby irrevocably and forever release, remise, cancel, acquit and discharge the Transferred Entities) (eachDefendants and the H▇▇▇▇▇▇▇▇▇▇ Shareholders, a “Seller Releasing Person”)their respective successors, hereby irrevocablyassigns, unconditionally affiliates and fully waives, acquits, remisessubsidiaries, and forever discharges and releases each of the Purchasertheir respective officers, its direct parent entity directors, shareholders, partners, members, employees, representatives, attorneys, advisors and the Transferred Entities agents (collectively, the “Purchaser Defendants Released Parties”) ), both individually and in corporate capacities as such, from any and all Liabilities actions, causes of action, claims, counter-claims, cross-claims, liabilities, demands, debts, liens, damages, multiple damages, punitive damages, costs, losses, attorneys’ fees, expenses and/or compensation of any kind or and nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured disclosed or unmatured undisclosed, asserted or determined unasserted, contingent or determinableaccrued, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity equity, under statute, rule, regulation, at common law or otherwise, that any of the Plaintiffs or the KCI Shareholders has, ever had or ever in the future can, shall or may have, against any of the Defendants Released Parties relating to, in connection with or arising out of the Action or the Business based on conduct or events from the beginning of time through the date hereof (collectively, the “Seller Released Plaintiffs’ Claims”). Subject to sections 2(c) and 2(d) hereof, the Plaintiffs and the KCI Shareholders expressly acknowledge and agree that the foregoing release is a full general release which includes, without limitation, all Plaintiffs’ Claims which may result from the current or future effects of conduct or events occurring prior to or which may exist as of the Effective Date, including without limitation those which the Plaintiffs and the KCI Shareholders do not know exist in their favor, whether through ignorance, oversight, error, negligence or otherwise, and the Sellerwhich might, on behalf if known, have materially affected their decision to enter into this Agreement. For purposes of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, “affiliate” shall have the meaning given such term in each caseRule 12b-2 under the Securities Exchange Act of 1934, only to as amended (the extent set forth herein or therein“Exchange Act”). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (b) Effective upon the Closing Subject to sections 2(c) and without further action by any Person2(d) of this Agreement, the PurchaserDefendants, on behalf of itself the H▇▇▇▇▇▇▇▇▇▇ Shareholders and each of their respective successors, assigns, affiliates and subsidiaries hereby irrevocably and forever release, remise, cancel, acquit and discharge the Transferred Entities (eachPlaintiffs and the KCI Shareholders, a “Purchaser Releasing Person”)their respective successors, hereby irrevocablyassigns, unconditionally affiliates and fully waives, acquits, remisessubsidiaries, and forever discharges and releases each of the Seller their respective officers, directors, shareholders, partners, members, employees, representatives, attorneys, advisors and its Subsidiaries (other than the Transferred Entities) agents (collectively, the “Seller Plaintiffs Released Parties”) ), both individually and in corporate capacities as such, from any and all Liabilities actions, causes of action, claims, counter-claims, cross-claims, liabilities, demands, debts, liens, damages, multiple damages, punitive damages, costs, losses, attorneys’ fees, expenses and/or compensation of any kind or and nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured disclosed or unmatured undisclosed, asserted or determined unasserted, contingent or determinableaccrued, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity equity, under statute, rule, regulation, at common law or otherwise, that any of the Defendants or the H▇▇▇▇▇▇▇▇▇▇ Shareholders has, ever had or ever in the future can, shall or may have, against any of the Plaintiffs Released Parties relating to, in connection with or arising out of the Action or the Business based on conduct or events from the beginning of time through the date hereof (collectively, the “Purchaser Released Defendants’ Claims”). Subject to sections 2(c) and 2(d) hereof, the Defendants and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to H▇▇▇▇▇▇▇▇▇▇ Shareholders expressly acknowledge and agree that the foregoing release is a full general release which includes, assert without limitation, all Defendants’ Claims which may result from the current or otherwise seek future effects of conduct or events occurring prior to recover any amounts in any forum in regard to any Purchaser Released Claims from any or which may exist as of the Seller Released Parties (except as provided in this Agreement or any Ancillary AgreementEffective Date, in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from including without limitation those which are now known the Defendants and the H▇▇▇▇▇▇▇▇▇▇ Shareholders do not know exist in their favor, whether through ignorance, oversight, error, negligence or believed otherwise, and which might, if known, have materially affected their decision to be true with respect to the subject matter of enter into this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general releaseAgreement. (c) Section 1542 Notwithstanding the provisions of sections 2(a) and 2(b) of this Agreement, the parties specifically agree that the mutual releases set forth therein shall not release, remise, cancel, acquit or discharge the parties’ obligations relating to, in connection with or arising under: (i) this Agreement; (ii) previously executed letter agreements between or among the parties or any of them concerning or comprising settlement communications; (iii) (A) that certain Joint Defense and Confidentiality Agreement, dated as of May 8, 2001, by and among Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, J▇▇▇▇, Day, R▇▇▇▇▇ & P▇▇▇▇ and B▇▇▇▇ & M▇▇▇▇▇▇▇, as amended by that certain First Addendum to Joint Defense and Confidentiality Agreement, dated as of December 1, 2001, and (B) that certain Confidentiality Agreement, dated as of December 1, 2001, by and between KCI and H▇▇▇▇▇▇▇▇▇▇ Industries; (iv) binding agreements between or among the parties or any of them entered on or after the Effective Date; or (v) any post-Effective Date conduct or events, except as expressly set forth in section 2(d) hereof, and without modifying or limiting the release of future effects of conduct or events occurring prior to or which may exist as of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist Effective Date as set forth in his or her favor at the time of executing the release sections 2(a) and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party2(b) hereof.” (d) For Notwithstanding the avoidance provisions of doubtsections 2(a) and 2(b) of this Agreement, nothing in this Section 5.20 constitutesthe parties specifically agree that with respect to conduct or events occurring after the Effective Date, the following shall constitute released or shall be deemed to constitutenon-released claims: (i) Released Claims include actions, a release causes of action, claims, counter-claims, cross-claims, liabilities, demands, debts, liens, damages, multiple damages, punitive damages, costs, losses, attorneys’ fees, expenses and/or compensation of any claim that kind and nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, asserted or unasserted, contingent or accrued, at law or in equity, under statute, rule, regulation, at common law or otherwise, relating to, in connection with or arising out of: [* * *]. (ii) Non-Released Claims include actions, causes of action, claims, counter-claims, cross-claims, liabilities, demands, debts, liens, damages, multiple damages, punitive damages, costs, losses, attorneys’ fees, expenses and/or compensation of any party to this Agreement kind and nature whatsoever, whether known or any Ancillary Agreement may have hereunder unknown, suspected or thereunderunsuspected, disclosed or undisclosed, asserted or unasserted, contingent or accrued, at law or in equity, under statute, rule, regulation, at common law or otherwise, relating to, in connection with or arising out of: [* * *].

Mutual Release. (a) The Parties acknowledge that the Rare Senior Indebtedness Note is being issued in an amount less than the Rare Claim and on terms and conditions that have been negotiated between the Parties. a. Effective upon as of the Closing and without further action by any PersonSettlement Date, the SellerDebtors, on behalf of themselves and the estates in the bankruptcy cases (the "Estates"), and each of their respective past, present and future officers, directors (in their representative and individual capacities), employees, and each of them, shall and hereby do release and forever discharge Rare and its past, present and future officers, directors (in their representative and individual capacities), and employees, from any and all claims, demands, debts, liabilities and obligations, known or unknown, contingent or fixed, liquidated or unliquidated, arising out of any fact, matter, occurrence, or transaction occurring prior to the Settlement Date, including, but not limited to, any ability to object to the Rare Claim and/or to commence an avoiding power cause of action against Rare under Bankruptcy Code section 547, et seq. (the "Released Rare Claims"); provided however, that -------- ------- this release shall not apply to any obligation arising under this Agreement. b. Effective as of the Settlement Date, other than the obligations represented by the Rare Senior Indebtedness Note, Rare, on behalf of itself and each of its Subsidiaries respective past, present and future officers, directors (other than the Transferred Entities) (each, a “Seller Releasing Person”in their representative and individual capacities), hereby irrevocably, unconditionally and fully waives, acquits, remisesemployees, and forever discharges and releases each of them, shall and hereby do release and forever discharge the PurchaserDebtors and their Estates, its direct parent entity and the Transferred Entities each of their respective past, present and future officers, directors (collectivelyin their representative and individual capacities), the “Purchaser Released Parties”) and employees, from any and all Liabilities of any kind claims, demands, debts, liabilities and obligations, known or nature whatsoeverunknown, in each case arising contingent or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingentfixed, liquidated or unliquidated, known arising out of any fact, matter, occurrence, or unknowntransaction occurring prior to the Settlement Date (the "Released Debtor Claims"); provided -------- however, suspected or unsuspected, matured or unmatured or determined or determinable, and whether that this release shall not apply to any obligation arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement Agreement. c. With respect to the Released Rare Claims and any Ancillary Agreement) or otherwise at law or in equity (collectivelythe Released Debtor Claims, the “Seller Released Claims”), and the SellerDebtors, on behalf of itself themselves and the Estates, and Rare, and each other Seller Releasing Personof their respective past, covenants present and agrees not to ▇▇▇future officers, assert or otherwise seek to recover any amounts directors (in any forum in regard to any Seller Released Claims from their representative and individual capacities), employees, and each of them, expressly waive all rights any of them may have or may claim to have that any claim, demand, obligation and/or cause of action has through ignorance, oversight or error been omitted from the Purchaser Released Parties (except as provided in terms of this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases expressly waive all Seller Released Claims without regard rights they may have or may claim to the subsequent discovery have under any statutory or existence of different decisional authority or additional facts and waives the protection law of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Lawjurisdiction, including the provisions of California Civil Code Section section 1542, that purports to limit the scope of a general release. (b) Effective upon the Closing and without further action by any Person, the Purchaser, on behalf of itself and each of the Transferred Entities (each, a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except which provides as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (c) Section 1542 of the California Civil Code providesfollows: “"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 thatrelease, which if known by him or her, would must have materially affected his or her settlement with the debtor or released partydebtor.”" (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or d. Nothing herein shall be deemed in any manner to constitute, be a release by or against a non-debtor affiliate or subsidiary of any claim that any party to this Agreement or any Ancillary Agreement may have hereunder or thereunderthe Debtors, including, without limitation, Mobile Satellite Ventures, LP.

Mutual Release. The Parties agree to the following: (a) Effective On the condition that all payments due under Paragraph 1 above have been fully made and effective only upon the Closing and without further action by any Personsatisfaction of such condition, the SellerReceiver, on behalf of itself the one hand, and Transferee on the other hand, and each of its Subsidiaries (other than the Transferred Entities) (eachthem, a “Seller Releasing Person”)for themselves, hereby irrevocablytheir agents, employees, partners, directors, officers, successors and assigns, forever, irrevocably and unconditionally release and fully waives, acquits, remisesdischarge one another, and forever discharges their respective officers, directors, representatives, heirs, executors, administrators, receivers, successors, assigns, predecessors, agents, attorneys and releases each employees, of the Purchaser, its direct parent entity and the Transferred Entities (collectively, the “Purchaser Released Parties”) from any and all Liabilities claims, demands, debts, obligations, liabilities, costs, expenses, rights of any action, causes of action, awards and judgments arising from the Transfers, all of which are hereinafter called, “Released Claims.” (b) Each of the Receiver and Transferee acknowledges and agrees that the Released Claims may include claims of every nature and kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected and further acknowledge that they may be presently unknown or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangementmay be based upon hereafter discovered facts different from, or understandingin addition to, whether written those which they now know, or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectivelybelieve to be true. Nevertheless, the “Seller Released Claims”)parties agree that the foregoing release shall be and remain effective in all respects, and the Seller, on behalf of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of notwithstanding such different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (b) Effective upon the Closing and without further action by any Person, the Purchaser, on behalf of itself and each of the Transferred Entities (each, a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangementfacts, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general releasethereof. (c) Section 1542 The Receiver and Transferee expressly waive and release any rights and benefits that they have or may have under any similar law or rule of any other jurisdiction pertaining to the matters released herein. It is the intention of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release parties through this Agreement and that, if known by him or her, would have materially affected his or her settlement with the debtor advice of counsel to fully, finally and forever settle and release the claims and disputes existing between them as provided herein, known or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or unknown. The releases herein given shall be deemed to constitute, a release and remain in effect as full and complete releases of all such matters notwithstanding the discovery of any claim that any party to this Agreement additional claims or any Ancillary Agreement may have hereunder or thereunderfacts relating thereto.

Mutual Release. (a) Effective upon the Closing and without further action Closing, to the fullest extent permitted by any Personapplicable Law, each of the SellerCompany Entities, in each case on behalf of itself and each of its Subsidiaries respective Representatives (other than collectively, the Transferred Entities) (each, a “Seller Releasing PersonCompany Releasers”), hereby irrevocablyknowingly, unconditionally willingly, irrevocably and fully expressly waives, acquits, remises, discharges and forever discharges and releases each of the Purchaser, its direct parent entity Sellers and the Transferred Entities (collectively, the “Purchaser Released Parties”) Sellers’ Affiliates and subsidiaries and their respective Representatives from any and all Liabilities and obligations to such Company Releasers of any kind or nature whatsoeverwhatsoever arising out of any matter, circumstance or event occurring prior to the Closing (the “Company Released Claims”), whether in the capacity as an equityholder of the Company or otherwise, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, Law or understanding, whether written or oral Contract (other than this Agreement Agreement, the Ancillary Agreements and any Ancillary Agreementof the other agreements executed and delivered in connection herewith, but, in each case, only to the extent set forth herein or therein) or otherwise at law or in equity (collectively, the “Seller Released Claims”)equity, and each of the SellerCompany Releasers hereby agrees that it will not commence, on behalf of itself and each other Seller Releasing Person, covenants and agrees not institute or cause to ▇▇▇, assert be commenced any Proceeding or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims connection therewith or thereunder from any of the Purchaser Released Parties Sellers or the Sellers’ Affiliates and subsidiaries (except as provided for in this Agreement or any Ancillary Agreementof the other agreements executed and delivered in connection herewith, but, in each case, only to the extent set forth herein or therein). The Seller, on behalf of itself B▇▇▇▇ understands and each other Seller Releasing Person, acknowledges and h▇▇▇▇▇ agrees that facts in addition to or different from those which are now known or believed to be true the release under this Section 10.3(a) with respect to the subject matter Company Released Claims will remain effective in all respects notwithstanding such additional or different facts and legal theories or the discovery of those additional or different facts or legal theories. Notwithstanding anything to the contrary herein, (i) nothing contained in this Section 10.3(a) will constitute a release or waiver of any rights of any Company Entity or any of its Representatives provided for in this Agreement or any Ancillary Agreement or in any Fund Documentation or JVA, including with respect to any Excluded Liabilities, (ii) this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees shall only relate to remain bound hereby and hereby fully releases all Seller Released Claims without regard those claims arising from conduct occurring at or prior to the subsequent discovery Closing, (iii) this release will not release any Liability under the Contracts set forth on Section 6.16 of the Disclosure Schedules and (iv) nothing contained in this Section 10.3(a) will constitute a release or existence of different or additional facts and waives the protection waiver of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application rights of any provision Company Entity against any past, present or future officers, managers, directors and employees of Law, including California Civil Code Section 1542, that purports to limit the scope of a general releaseany Company Entity. (b) Effective upon the Closing and without further action Closing, to the fullest extent permitted by any Personapplicable Law, each of the PurchaserSellers, on behalf of itself and each of its respective Affiliates and other Representatives (collectively, the Transferred Entities (each, a “Purchaser Releasing PersonSeller Releasers”), hereby irrevocablyknowingly, unconditionally willingly, irrevocably and fully expressly waives, acquits, remises, discharges and forever discharges and releases each of Buyer and Buyer’s Affiliates and subsidiaries (including the Seller and its Subsidiaries (other than the Transferred Company Entities) (collectively, the “Seller Released Parties”) and their respective Representatives from any and all Liabilities and obligations to such Seller Releasers of any kind or nature whatsoeverwhatsoever arising out of any matter, circumstance or event occurring prior to the Closing (the “Seller Released Claims”), whether in the capacity as an equityholder of the Company or otherwise, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, Law or understanding, whether written or oral Contract (other than this Agreement Agreement, the Ancillary Agreements and any Ancillary Agreementof the other agreements executed and delivered in connection herewith, but, in each case, only to the extent set forth herein or therein) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”)equity, and each of the PurchaserSeller Releasers hereby agrees that it will not commence, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not institute or cause to ▇▇▇, assert be commenced any Proceeding or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims connection therewith or thereunder from any of the Seller Released Parties Buyer or Buyer’s Affiliates and subsidiaries (except as provided for in this Agreement or any Ancillary Agreementof the other agreements executed and delivered in connection herewith, but, in each case, only to the extent set forth herein or therein). The PurchaserEffective upon the Closing, on behalf to the fullest extent permitted by applicable Law, each of itself the Seller Releasers hereby knowingly, willingly, irrevocably and expressly waives, acquits, remises, discharges and forever releases each other Purchaser Releasing Personof the Company Entities and their respective Representatives from any and all Liabilities and obligations arising out of any breach of any provision of this Agreement made by Seller and the Company in this Agreement. Each Seller represents to Buyer and B▇▇▇▇’s Affiliates and their respective Representatives that it has not assigned or transferred or purported to assign or transfer to any Person all or any part of, acknowledges or any interest in, any Seller Released Claim. Each Seller understands and hereby agrees that facts in addition to or different from those which are now known or believed to be true the release under this Section 10.3(b) with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Seller Released Claims without regard will remain effective in all respects notwithstanding such additional or different facts and legal theories or the discovery of those additional or different facts or legal theories. Notwithstanding anything to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoingcontrary herein, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (ci) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing contained in this Section 5.20 constitutes, or shall be deemed to constitute, 10.3(b) will constitute a release or waiver of any claim that rights of any party to Seller or any of its Affiliates or Representatives provided for in this Agreement or any Ancillary Agreement may Agreement, the Fund Documentation or JVA, including with respect to (A) all Promotes accruing in respect of any of the Funds or any of the Investment JVs as of the date hereof, other than Promotes accruing in respect of C▇▇▇▇▇▇ Multifamily Venture VII, LP with respect to assets that have hereunder not yet been acquired by C▇▇▇▇▇▇ Multifamily Venture VII, LP, and (B) the GP Co-Investments set forth on Exhibit A, (ii) this release shall only relate to those claims arising from conduct occurring at or thereunderprior to the Closing and (iii) this release will not release any Liability under the Contracts set forth on Section 6.16 of the Disclosure Schedules.

Mutual Release. Effective as of the later of (ax) Effective upon the Closing Initial Funding Date and without further action by any Person(y) the Holder’s (or its designee’s) receipt of the Initial Purchase Price, the Seller, each party hereto on behalf of itself and each of its Subsidiaries (other than the Transferred Entities) (each, a “Seller Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Purchaser, its direct parent entity and the Transferred Entities affiliates (collectively, the “Purchaser Released Releasing Parties”) from any hereby unconditionally release and forever discharge the other party hereto, including, but not limited to, all Liabilities of any kind or nature whatsoeversuch other party’s present and former subsidiaries, in each case arising or occurring or that could have arisen or occurred from any actionsaffiliate companies, omissions or state of facts occurringshareholders, not occurring or in existence (whether or not known) on or prior to the Closing officers, directors, employees, attorneys and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity agents (collectively, the “Seller Released ClaimsParties”), from any and all causes of action demands claims contracts, encumbrances, liabilities, obligations, expenses, losses, and rights of every nature and description, whether arising or pleaded in law or in equity, under contract, statute, tort or otherwise, whether known or unknown, whether accrued, potential, inchoate, liquidated, contingent or actual, asserted or that might have been asserted (including, without limitation, the SellerNote Claim) (collectively, on behalf of itself and each other Seller “Claims”) which the Releasing PersonParties now have, covenants and agrees not to ▇▇▇have ever had or may hereafter have, assert accruing or otherwise seek to recover any amounts arising contemporaneously with, or before the date hereof, including all Claims based upon, arising out of, or in any forum in regard way relating to, the Securities Purchase Agreement, the Exchange Agreement, the Exchanged Notes or any other Transaction Document, other than Claims arising pursuant to any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only other Settlement Document or any Claims arising after the date hereof relating to enforcing the Exchanged Notes subject to the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter terms of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released ClaimsAgreement. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (b) Effective upon the Closing and without further action by any Person, the Purchaser, on behalf of itself and each of the Transferred Entities (each, a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing this mutual release shall not release any Releasing Party of its obligations, if any, under this Agreement or any other Settlement Document or any Claims arising after the date hereof relating to enforcing to the Exchanged Notes subject to the terms of this Agreement. Also, for the avoidance of doubt, in this connection with the release of the Note Claim as set forth herein, the default interest rate contemplated in Section 5.20 constitutes, or 2(b) of the Exchanged Notes shall be deemed to constitute, a release of any claim that any party have never applied with respect to this Agreement or any Ancillary Agreement may have hereunder or thereunderthe Exchanged Notes.

Mutual Release. (a) Effective upon the Closing and without further action by any Person, the Seller, on behalf of itself and each of its Subsidiaries (other than the Transferred Nutrition Entities) (each, a “Seller Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Parent, Purchaser, its direct parent entity and the Transferred Nutrition Entities (and all directors and officers of the Nutrition Entities solely in their capacity as such and for the avoidance of doubt not in any capacity served at Seller or its Subsidiaries (other than the Nutrition Entities)) (collectively, the “Purchaser Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Seller Released Claims”), and the Seller, on behalf of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, Law that purports to limit the scope of a general release. (b) Effective upon the Closing and without further action by any Person, the Parent and Purchaser, on behalf of itself themselves and each of the Transferred Nutrition Entities (each, a “Purchaser Releasing Person” and together with the Seller Releasing Persons, the “Releasing Persons”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Nutrition Entities) (collectively, the “Seller Released Parties” and together with the Purchaser Released Parties, the “Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), and the Parent and Purchaser, on behalf of itself themselves and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Parent and Purchaser, on behalf of itself themselves and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Parent and Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, Law that purports to limit the scope of a general release. (c) Notwithstanding anything in this Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that9.02, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For for the avoidance of doubt, nothing in this Section 5.20 9.02 constitutes, or shall be deemed to constitute, a release of (i) any claim claim, obligation, right or Liability that any party to Released Party may have under this Agreement or any Ancillary Agreement may have hereunder or thereunderin respect of Fraud, or (ii) claims described in Section 9.02(c) of the Seller Disclosure Letter.

Mutual Release. (aSubject to sections 2(c) Effective upon the Closing and without further action by any Person2(d) hereof, the SellerPlaintiffs, on behalf of itself the KCI and each of its Subsidiaries (other than their respective successors, assigns, affiliates and subsidiaries hereby irrevocably and forever release, remise, cancel, acquit and discharge the Transferred Entities) (eachDefendants and the ▇▇▇▇▇▇▇▇▇▇▇ Shareholders, a “Seller Releasing Person”)their respective successors, hereby irrevocablyassigns, unconditionally affiliates and fully waives, acquits, remisessubsidiaries, and forever discharges and releases each of the Purchasertheir respective officers, its direct parent entity directors, shareholders, partners, members, employees, representatives, attorneys, advisors and the Transferred Entities agents (collectively, the “Purchaser "Defendants Released Parties”) "), both individually and in corporate capacities as such, from any and all Liabilities actions, causes of action, claims, counter-claims, cross-claims, liabilities, demands, debts, liens, damages, multiple damages, punitive damages, costs, losses, attorneys' fees, expenses and/or compensation of any kind or and nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured disclosed or unmatured undisclosed, asserted or determined unasserted, contingent or determinableaccrued, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity equity, under statute, rule, regulation, at common law or otherwise, that any of the Plaintiffs or the KCI Shareholders has, ever had or ever in the future can, shall or may have, against any of the Defendants Released Parties relating to, in connection with or arising out of the Action or the Business based on conduct or events from the beginning of time through the date hereof (collectively, the “Seller Released "Plaintiffs' Claims”"). Subject to sections 2(c) and 2(d) hereof the Plaintiffs and the KCI Shareholders expressly acknowledge and agree that the foregoing release is a full general release which includes, without limitation, all Plaintiffs' Claims which may result from the current or future effects of conduct or events occurring prior to or which may exist as of the Effective Date, including without limitation those which the Plaintiffs and the KCI Shareholders do not know exist in their favor, whether through ignorance, oversight, error, negligence or otherwise, and which might, if known, have materially affected their decision to enter into this Agreement. For purposes of this Agreement, "affiliate" shall have the Sellermeaning given such term in Rule 1 2b-2 under the Securities Exchange Act of 1934, on behalf as amended (the "Exchange Act"). Subject to sections 2(c) and 2(d) of itself and each other Seller Releasing Personthis Agreement, covenants and agrees not to the Defendants, the ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (b) Effective upon the Closing and without further action by any Person, the Purchaser, on behalf of itself ▇▇▇▇▇▇▇▇ Shareholders and each of their respective successors, assigns, affiliates and subsidiaries hereby irrevocably and forever release, remise, cancel, acquit and discharge the Transferred Entities (eachPlaintiffs and the KCI Shareholders, a “Purchaser Releasing Person”)their respective successors, hereby irrevocablyassigns, unconditionally affiliates and fully waives, acquits, remisessubsidiaries, and forever discharges and releases each of the Seller their respective officers, directors, shareholders, partners, members, employees, representatives, attorneys, advisors and its Subsidiaries (other than the Transferred Entities) agents (collectively, the “Seller "Plaintiffs Released Parties”) "), both individually and in corporate capacities as such, from any and all Liabilities actions, causes of action, claims, counter-claims, cross-claims, liabilities, demands, debts, liens, damages, multiple damages, punitive damages, costs, losses, attorneys~ fees, expenses and/or compensation of any kind or and nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured disclosed or unmatured undisclosed, asserted or determined unasserted, contingent or determinableaccrued, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity equity, under statute, rule, regulation, at common law or otherwise, that any of the Defendants or the ▇▇▇▇▇▇▇▇▇▇▇ Shareholders has, ever had or ever in the future can, shall or may have, against any of the Plaintiffs Released Parties relating to, in connection with or arising out of the Action or the Business based on conduct or events from the beginning of time through the date hereof (collectively, the “Purchaser Released "Defendants' Claims”"). Subject to sections 2(c) and 2(d) hereof, the Defendants and the ▇▇▇▇▇▇▇▇▇▇▇ Shareholders expressly acknowledge and agree that the foregoing release is a full general release which includes, without limitation, all Defendants' Claims which may result from the current or future effects of conduct or events occurring prior to or which may exist as of the Effective Date, including without limitation those which the Defendants and the ▇▇▇▇▇▇▇▇▇▇▇ Shareholders do not know exist in their favor, whether through ignorance, oversight, error, negligence or otherwise, and which might, if known, have materially affected their decision to enter into this Agreement. Notwithstanding the Purchaserprovisions of sections 2(a) and 2(b) of this Agreement, on behalf the parties specifically agree that the mutual releases set forth therein shall not release, remise, cancel, acquit or discharge the parties' obligations relating to, in connection with or arising under: (i) this Agreement; (ii) previously executed letter agreements between or among the parties or any of itself them concerning or comprising settlement communications; (iii) (A) that certain Joint Defense and each other Purchaser Releasing PersonConfidentiality Agreement, covenants dated as of May 8, 2001, by and agrees not to among Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇, assert Day, ▇▇▇▇▇▇ & ▇▇▇▇▇ and ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, as amended by that certain First Addendum to Joint Defense and Confidentiality Agreement, dated as of December 1, 2001, and (B) that certain Confidentiality Agreement, dated as of December 1, 2001, by and between KCI and ▇▇▇▇▇▇▇▇▇▇▇ Industries; (iv) binding agreements between or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from among the parties or any of them entered on or after the Seller Released Parties Effective Date; or (v) any post-Effective Date conduct or events, except as provided expressly set forth in section 2(d) hereof, and without modifying or limiting the release of future effects of conduct or events occurring prior to or which may exist as of the Effective Date as set forth in sections 2(a) and 2(b) hereof. Notwithstanding the provisions of sections 2(a) and 2(b) of this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees parties specifically agree that facts in addition to or different from those which are now known or believed to be true with respect to conduct or events occurring after the subject matter of this release may hereafter be discoveredEffective Date, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser following shall constitute released or non-released claims: Released Claims without regard to the subsequent discovery include actions, causes of action, claims, counter-claims, cross-claims, liabilities, demands, debts, liens, damages, multiple damages, punitive damages, costs, losses, attorneys' fees, suspected or existence unsuspected, disclosed or undisclosed, asserted or unasserted, contingent or accrued, at law or in equity, under statute, rule, regulation, at common law or otherwise, relating to, in connection with or arising out of: [***]. Non-Released Claims include actions, causes of different or additional facts and waives the protection action, claims, counter-claims, cross-claims, liabilities, demands, debts, liens, damages, multiple damages, punitive damages, costs, losses, attorneys' fees, expenses and/or compensation of any statute kind and nature whatsoever, whether known or doctrine limiting a release of unknown unknown, suspected or unsuspected Purchaser Released Claims. Without limitation of the foregoingunsuspected, the Purchaserdisclosed or undisclosed, on behalf of itself and each other Purchaser Releasing Personasserted or unasserted, hereby waives the application of any provision of Lawcontingent or accrued, including California Civil Code Section 1542at law or in equity, that purports to limit the scope of a general releaseunder statute, rule, regulation, at common law or otherwise, relating to, in connection with or arising out of: [***]. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or shall be deemed to constitute, a release of any claim that any party to this Agreement or any Ancillary Agreement may have hereunder or thereunder.

Mutual Release. (a) Effective In consideration of the covenants, agreements and undertakings of the Parties under this Agreement, effective upon the Closing Effective Date, each of Biodel, on one hand, and without further action by any Personthe Unilife Parties, on the Sellerother hand, on behalf of itself themselves and each of its Subsidiaries their respective present and former parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, successors, and assigns (other than the Transferred Entities) (eachcollectively, a “Seller Releasing PersonReleasors”), hereby irrevocablyfully, completely, absolutely and unconditionally and fully waives, acquitsreleases, remisesdischarges and holds harmless the other and their respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, SUBJECT TO FRE 408 AND STATE EQUIVALENTS CONFIDENTIAL directors, shareholders, members, agents, representatives, successors, and forever discharges and releases each of the Purchaser, its direct parent entity and the Transferred Entities permitted assigns (collectively, the “Purchaser Released PartiesReleasees”) ), from any and all Liabilities causes of action, rights, obligations, damages, losses, liabilities, demands, debts, contracts, agreements, actions, and claims of any kind or nature whatsoever, at law and in each case arising or occurring or that could have arisen or occurred from any actionsequity, omissions or state regardless of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, foreseen or unforeseen, suspected or unsuspected, matured vested or unmatured contingent, accrued or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity unaccrued (collectively, the “Seller Released Claims”), and the Seller, on behalf of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts including all Claims in any forum in regard way arising out of or relating to any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Supply Agreement or any Ancillary other agreement between the Parties in existence as of the Effective Date, the Existing Lawsuit, or the Arbitration; provided, however that the waivers and releases in this Article VII shall not include any Claims that seek to enforce, or relief for a breach of, any terms of this Agreement. Each Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the Claims released in this Article VII, and which, if known at the time of signing this Agreement, may have materially affected this Agreement and such Releasor’s decision to enter into this Agreement and grant the release contained in each casethis Article VII. Nevertheless, only the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the extent set forth herein or therein). The Sellerrelease contained in this Article VII, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now whether known or believed to be true with respect to unknown, foreseen or unforeseen, or suspected or unsuspected, and the subject matter of this release may hereafter be discoveredgiven herein is and will remain in effect as a complete release, but notwithstanding the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional facts and waives the protection of any statute Claims or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general releasefacts. (b) Effective upon the Closing and without further action by any Person, the Purchaser, on behalf of itself and each of the Transferred Entities (each, a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or shall be deemed to constitute, a release of any claim that any party to this Agreement or any Ancillary Agreement may have hereunder or thereunder.

Mutual Release. (a) Effective upon In full and complete settlement of any and all claims which Privia or any of the Closing Covenantors has had, now has, or may in the future have against the Company, and without further action by any Personand all claims which the Company has had, now has, or may in the Sellerfuture have against Privia or the Covenantors arising out of acts occurring on or before the date of this Settlement Agreement as it relates to the MSA, on behalf and in consideration of itself all of the covenants, terms, and conditions contained herein. The Parties each unconditionally and irrevocably release, waive and forever discharge each other, together with each of its Subsidiaries (other than the Transferred Entities) (eachtheir respective predecessors, a “Seller Releasing Person”)successors, hereby irrevocablyheirs, unconditionally assigns, parents, subsidiaries, affiliates, directors, officers, partners, employees, agents, representatives and fully waives, acquits, remises, and forever discharges and releases each of the Purchaser, its direct parent entity and the Transferred Entities attorneys (collectively, the “Purchaser Released Parties”), from: (a) from any and all Liabilities liabilities, obligations, duties, promises, responsibilities, fees, or indebtedness of any kind as they relate to the MSA; and (b) all claims, offsets, causes of action, suits or nature whatsoeverdefenses of any kind whatsoever (if any), which the Parties might otherwise have against each other and the Released Parties, as it relates to the MSA, in each either case arising (a) or occurring (b) on account of any agreement, contract, understanding, promise, condition, act, omission, event, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or that could have arisen any other matter of any kind which existed, arose or occurred at any time from any actions, omissions or state the beginning of facts occurring, not occurring or in existence (whether or not known) on or prior the world to the Closing and execution of this Settlement Agreement, whether absolute direct or contingent, liquidated or unliquidatedindirect, known or unknown, suspected disclosed or unsuspectedundisclosed, matured or unmatured not matured, discovered or determined undiscovered, or determinablecontemplated or not contemplated as it relates to the MSA. This Mutual Release herein described shall not include any release, waiver or discharge for any future liability, obligation, duty, promise, responsibility, fee, or indebtedness not related to the MSA or any future claim, offset, cause of action, suit, or defense not related to the MSA, but it is intended to waive and whether release all claims, including future claims, arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, on the “Seller Released Claims”), and the Seller, on behalf of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any termination of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general releaseMSA. (b) Effective upon the Closing and without further action by any Person, the Purchaser, on behalf of itself and each of the Transferred Entities (each, a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or shall be deemed to constitute, a release of any claim that any party to this Agreement or any Ancillary Agreement may have hereunder or thereunder.

Mutual Release. (a) Effective upon In full consideration of and in exchange for the Closing promises and without further action by any Personconsideration provided, the SellerParties hereby release and discharge each other and all of their respective stockholders, on behalf agents, partners, affiliates, attorneys, employees, officers, directors, assigns and insurers ("Releasees") from all liability, claims and causes of itself action, whether known, unknown, unforeseen, unanticipated or latent, which any Party hereto may have or claim to have against the other arising prior to the effective date of this Addendum, including without limitation, claims relating to the Asset Purchase Agreement, the transactions contemplated thereby and each of its Subsidiaries (other than the Transferred Entities) (each, a “Seller Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each performance of the Purchaser, its direct parent entity Parties thereunder. It is further understood and agreed by the Transferred Entities (collectivelyParties that as a condition of this Addendum, the “Purchaser Released Parties”) from Parties hereby expressly waive and relinquish any and all Liabilities of claims, rights or benefits that they may have under California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” In connection with such waiver and relinquishment, the Parties hereby acknowledge that they or their attorneys may hereafter discover claims or facts in addition to, or different from, those which they now know or believe to exist, but that they expressly agree to fully, finally and forever settle and release any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidatedall claims, known or unknown, suspected or unsuspected, matured which exist or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Seller Released Claims”), and the Seller, may exist on their behalf of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (b) Effective upon the Closing and without further action by any Person, the Purchaser, on behalf of itself and each of the Transferred Entities (each, a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor against Releases at the time of executing the release execution of this Addendum. The Parties further acknowledge, understand and that, if known by him or her, agree that this representation and commitment is essential to each Party and that this Addendum would not have materially affected his or her settlement with the debtor or released partybeen entered into were it not for this representation and commitment.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or shall be deemed to constitute, a release of any claim that any party to this Agreement or any Ancillary Agreement may have hereunder or thereunder.

Mutual Release. (a) Effective upon In consideration of the Closing mutual representations, warranties and without further action by any Personcovenants contained herein, the Sellereach Party, on behalf of for itself and for each of its Subsidiaries (other than affiliates, effective upon the Transferred Entities) (each, a “Seller Releasing Person”)Effective Date and without limitation of Section 3.2, hereby irrevocably, unconditionally and fully waives, acquits, remises, completely releases and forever discharges the other Parties, such other Parties’ affiliates, and releases each of the Purchaserits and their officers, its direct parent entity directors, stockholders, agents, employees, heirs, administrators, executors, predecessors, successors and the Transferred Entities assigns (collectivelyhereinafter, the “Purchaser Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinablefrom, and whether arising under any Lawhereby irrevocably, Contractunconditionally and completely waives and relinquishes, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Seller Released Claims”), and the Seller, on behalf of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller such Party’s Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or thereindefined below). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees Parties acknowledge they are aware that they may hereafter discover facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discoveredrelease, but the Sellerthat it is their intention to hereby fully, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (b) Effective upon the Closing and without further action by any Person, the Purchaser, on behalf of itself and each of the Transferred Entities (each, a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, finally and forever discharges settle and releases each of the Seller release all such claims, disputes and its Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidateddifferences, known or unknown, suspected or unsuspected, matured that now exist or unmatured heretofore have existed between the Parties and that in furtherance of such intention, this release shall remain in effect as a full and complete release notwithstanding the discovery or determined existence of any such additional or determinabledifferent facts. The term “Released Claims,” when used herein with respect to a Party, shall mean and include each and every claim, charge, complaint, demand, action, cause of action, suit, right, debt, sum of money, cost, reckoning, covenant, contract, agreement, promise, doing, omission, damage, execution, obligation, liability and expense (including attorneys’ fees and costs), of every kind and nature (whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity equity) (collectively, the “Purchaser Released Claims”)) that such Party may have had in the past, may now have or may have in the future against the Released Parties, and which has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any circumstance, agreement, activity, action, omission, event or matter occurring or existing on or prior to the PurchaserEffective Date to the extent such claim relates to or arose out of a breach of the Technology Transfer Agreement; provided, on behalf of itself and each other Purchaser Releasing Personhowever, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser that the Released Claims from shall exclude: (1) any and all rights to seek and obtain indemnification for any breach of any representation, warranty, covenant or agreement under this Agreement; (2) any and all rights to seek and obtain enforcement of, or a remedy arising out of the breach of, any obligation provided for in this Agreement; (3) Claims arising directly or indirectly out of, or relating directly or indirectly to, any circumstance, agreement, activity, action, omission, event or matter occurring or existing after the Effective Date, even if any of the Seller Released Parties (except as provided in this Agreement foregoing also existed on or any Ancillary Agreement, in each case, only prior to the extent set forth herein Effective Date; and (4) Claims arising directly or therein). The Purchaserindirectly out of, on behalf of itself and each other Purchaser Releasing Personor relating directly or indirectly to, acknowledges and agrees that facts in addition to any infringement, misappropriation or different from those which are now known unauthorized use or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection disclosure by a Party of any statute other Party’s intellectual property, confidential information or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general releaseproprietary rights. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or shall be deemed to constitute, a release of any claim that any party to this Agreement or any Ancillary Agreement may have hereunder or thereunder.

Mutual Release. (a) Effective upon Except as provided in Section 5.1(c), effective as of the Closing and without further action by any PersonBusiness Transfer Time, the SellerVistana does hereby, on behalf of for itself and each wholly-owned Vistana Entity and their respective Affiliates, predecessors, successors and assigns, remise, release and forever discharge each Starwood Entity, their respective Affiliates, successors and assigns, and all Persons that at any time prior to the Business Transfer Time have been stockholders, members, partners, directors, managers, officers, agents or employees of its Subsidiaries Starwood or any such wholly-owned Starwood Entity (other than the Transferred Entities) (eachin each case, a “Seller Releasing Person”in their respective capacities as such), hereby irrevocablyand their respective heirs, unconditionally executors, administrators, successors and fully waives, acquits, remises, and forever discharges and releases each of the Purchaser, its direct parent entity and the Transferred Entities assigns (collectively, the “Purchaser Starwood Released PartiesPersons”) ), from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectivelyincluding any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Business Transfer Time, whether or not known as of the Business Transfer Time, including in connection with the transactions and all other activities to implement the Internal Reorganization and the Distribution. Without limitation, the “Seller Released Claims”), foregoing release includes a release of any rights and the Seller, on behalf of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true benefits with respect to such Liabilities that each Vistana Entity and its respective Affiliates, predecessors, successors and assigns, now has or in the subject matter of this release future may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection have conferred upon them by virtue of any statute or doctrine limiting common law principle which provides that a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (b) Effective upon the Closing and without further action by any Person, the Purchaser, on behalf of itself and each of the Transferred Entities (each, a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing which a party does not know or suspect to exist in his or her its favor at the time of executing the release and thatrelease, if known by him or her, knowledge of such claims would have materially affected his or her such party’s settlement with the debtor obligor. In this connection, Vistana hereby acknowledges that it is aware that factual matters now unknown to it may have given or released party.” (d) For may hereafter give rise to Liabilities that are presently unknown, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the avoidance Starwood Released Persons from the Liabilities described in the first sentence of doubt, nothing in this Section 5.20 constitutes, or shall be deemed to constitute, a release of any claim that any party to this Agreement or any Ancillary Agreement may have hereunder or thereunder5.1(a).

Mutual Release. (a) Effective upon the Closing As a material inducement to Michaels to enter into this Agreement, Employee hereby irrevocably and without further action by any Person, the Seller, on behalf of itself and each of its Subsidiaries (other than the Transferred Entities) (each, a “Seller Releasing Person”), hereby irrevocably, unconditionally and fully waivesreleases, acquits, remises, and forever discharges Michaels and releases each of the PurchaserMichaels' present and former stockholders, its direct parent entity predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries and the Transferred Entities affiliates (and agents, directors, officers, employees, representatives and attorneys of such divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the “Purchaser Released Parties”) "Releasees"), or any of them, from any and all Liabilities charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including without limitation attorney's fees and costs actually incurred), of any kind nature whatsoever (other than (a) liabilities, claims, obligations and other rights arising solely under this Agreement or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or incurred prior to the Closing and whether absolute date hereof under Michaels' Deferred Compensation Plan, or contingent, liquidated or unliquidated(b) claims to workers compensation benefits to which Employee would have otherwise been entitled), known or unknownunknown ("Claim" or "Claims"), suspected or unsuspectedwhich Employee now has, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangementowns, or understandingholds, whether written or oral (other than this Agreement and claims to have, own, or hold, or which Employee at any Ancillary Agreement) time heretofore had, owned, or otherwise at law held, or in equity (collectivelyclaimed to have, the “Seller Released Claims”)own, and the Selleror hold, on behalf of itself and against each other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any of the Purchaser Released Parties Releasees, which are (except y) related to Employee's employment with Michaels or any subsidiary or affiliate of Michaels; (z) related to the termination of Employee's employment with Michaels or any subsidiary or affiliate of Michaels, or (c) claims of age discrimination under the Age Discrimination in Employment Act of 1967, as provided in amended (the "ADEA"). Employee understands and acknowledges that this Agreement does not waive rights or claims under the ADEA or comparable state law that may arise after the date this Agreement is executed and does not waive his right to challenge this Agreement's waiver of ADEA claims under the Older Workers Benefit Protection Act. Employee represents and warrants to Michaels that Employee has not heretofore assigned or transferred, or purported to assign or transfer, to any person or entity, any Claim or any Ancillary portion thereof or interest therein. As a material inducement to Employee to enter into this Agreement, in each case, only to the extent set forth herein or therein). The Seller, on behalf of itself Michaels hereby irrevocably and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (b) Effective upon the Closing and without further action by any Person, the Purchaser, on behalf of itself and each of the Transferred Entities (each, a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and fully waivesreleases, acquits, remises, and forever discharges Employee and releases each of the Seller Employee's heirs, assigns, agents, representatives and its Subsidiaries (other than the Transferred Entities) attorneys, and all persons acting by, through, under or in concert with any of them (collectively, the “Seller Released Parties”) "Employee Releasees"), or any of them, from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral Claims (other than Claims arising solely under this Agreement and or from any Ancillary Agreement) fraud or otherwise at law or in equity (collectively, the “Purchaser Released Claims”criminal misconduct by Employee), and the Purchaserwhich Michaels now has, on behalf of itself and owns, or holds, or claims to have, own, or hold, or which Michaels at any time heretofore had, owned, or held, or claimed to have, own, or hold, against each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except as provided in Employee Releasees arising by or before the date this Agreement is executed by Employee. Michaels represents and warrants to Employee that Michaels has not heretofore assigned or transferred, or purported to assign or transfer, to any person or entity, any Claim or any Ancillary Agreement, in each case, only to the extent set forth herein portion thereof or interest therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or shall be deemed to constitute, a release of any claim that any party to this Agreement or any Ancillary Agreement may have hereunder or thereunder.

Mutual Release. Notwithstanding the provisions of any law stating that a general release does not extend to claims which a party does not know of or suspect to exist in its favor at the time of executing the release, and in consideration of the mutual releases set forth herein, the issuance of the Shares pursuant to this Agreement and other good and valuable consideration: (a) Effective upon Each of the Closing Investors hereby irrevocably and without further action by any Person, the Seller, on behalf of itself and each of its Subsidiaries (other than the Transferred Entities) (each, a “Seller Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, releases and forever discharges Deep Well and releases each and all of the PurchaserDeep Well’s officers, its direct parent entity agents, directors, securityholders, affiliates, subsidiaries, supervisors, employees, attorneys or representatives, and the Transferred Entities (collectivelytheir successors and assigns, the “Purchaser Released Parties”) from any and all Liabilities charges, complaints, claims, and liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspectedunsuspected (hereinafter referred to as “claim” or “claims”) that such Investor at any time heretofore had or claimed to have or which such Investor may have or claim to have regarding events that have occurred as of the date of this Agreement, matured including, without limitation, any and all claims in connection with, or unmatured arising from, the SPA or determined or determinableRRA, and whether arising under any Lawand all claims for intentional or negligent infliction of emotional distress; fraud, Contractdeceit or defamation; express or implied breach of contract; and any claim for stock, arrangementstock options, warrants, or understandingrelated shareholder rights; provided, whether written however, that nothing herein shall constitute a waiver or oral (other than this Agreement and release of any Ancillary Agreement) claims or otherwise at law causes of action arising out of or in equity connection with (collectively, the “Seller Released Claims”), and the Seller, on behalf i) any breach of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to (ii) circumstances or events occurring after the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter effective date of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released ClaimsAgreement. Without limitation of Notwithstanding the foregoing, the Seller, on behalf of itself this Section 12 shall not apply to any and each other Seller Releasing Person, hereby waives the application all claims of any provision Investor against Deep Well that may arise out of Lawor in connection with the non-convertible gross overriding royalty as referenced in the Royalty Agreement, including California Civil Code Section 1542dated December 12, that purports to limit the scope of a general release2003, between Mikwec Energy Canada Ltd. and Nearshore Petroleum Corporation. (b) Effective upon the Closing Deep Well hereby irrevocably and without further action by any Person, the Purchaser, on behalf of itself unconditionally releases and forever discharges each of the Transferred Entities (eachInvestors and all of such Investor’s officers, a “Purchaser Releasing Person”)agents, hereby irrevocablymembers, unconditionally and fully waivespartners, acquitsdirectors, remisessecurityholders, affiliates, subsidiaries, supervisors, employees, attorneys or representatives, and forever discharges their successors and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) (collectivelyassigns, the “Seller Released Parties”) from any and all Liabilities claims that Deep Well at any time heretofore had or claimed to have or which Deep Well may have or claim to have regarding events that have occurred as of the date of this Agreement, including, without limitation, any and all claims in connection with, or arising from, the SPA or RRA, and any and all claims for intentional or negligent infliction of emotional distress; fraud, deceit or defamation; express or implied breach of contract; and any claim for stock, stock options, warrants, or related shareholder rights; provided, however, that nothing herein shall constitute a waiver or release of any kind claims or nature whatsoever, causes of action arising out of or in each case arising connection with (i) any breach of this Agreement or (ii) circumstances or events occurring or that could have arisen or occurred from any after the effective date of this Agreement (c) The parties understand the word “claims” to include all actions, omissions claims, and grievances, whether actual or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidatedpotential, known or unknown, suspected and specifically but not exclusively all claims that have or unsuspectedmay have arisen as of the date of this Agreement out of or in connection with the SPA and RRA. All such claims (including related attorneys’ fees and costs) that have or may have arisen as of the date of this Agreement are forever barred without regard to whether those claims are based on any alleged breach of a duty arising in a statute, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangementcontract, or understandingtort; any alleged unlawful act; or any other claim or cause of action; and regardless of the forum in which it might be brought; provided, whether written however, that nothing herein shall constitute a waiver or oral (other than this Agreement and release of any Ancillary Agreement) claims or otherwise at law causes of action arising out of or in equity connection with (collectively, the “Purchaser Released Claims”), and the Purchaser, on behalf i) any breach of itself and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to (ii) circumstances or events occurring after the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter effective date of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general releaseAgreement. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or shall be deemed to constitute, a release of any claim that any party to this Agreement or any Ancillary Agreement may have hereunder or thereunder.

Mutual Release. (a) Effective upon Subject to Section 7.9(c), if and only if the Closing and without further action by any Personoccurs, the Seller, on behalf for itself, its Affiliates (excluding, for the avoidance of itself doubt, the Company Group) and each of its Subsidiaries successors and assigns, and their respective Affiliates (other than collectively, the Transferred Entities) (each, a “Seller Releasing PersonReleasors”), hereby irrevocably, unconditionally forever fully and fully waives, acquits, remises, irrevocably releases and forever discharges and releases each of the Purchaser, its the Company Group, and each of their respective predecessors, successors, direct parent entity or indirect Subsidiaries and past and present equityholders (excluding, for the Transferred Entities avoidance of doubt, the Seller), managers, directors, officers, employees, agents, and other Representatives (collectively, the “Purchaser Released Parties”) from any and all Liabilities Actions, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in Law or nature whatsoeverequity and causes of action of every kind and nature, in each case or otherwise (including claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or occurring related to events, facts, conditions or that could have arisen circumstances existing or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or arising prior to the Closing and Closing, which the Seller Releasors can, shall or may have against the Purchaser Released Parties, whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity unanticipated as well as anticipated (collectively, the “Seller Released Claims”), and the Sellerhereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any Action of any kind, on behalf of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to court or before any tribunal, against any Purchaser Released Party based upon any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general releaseClaim. (b) Effective upon Subject to Section 7.9(c), if and only if the Closing occurs, each member of the Company Group and without further action by any Person, the Purchaser, on behalf for itself, its Affiliates (excluding, for the avoidance of itself doubt, the Seller) and each of its successors and assigns (collectively, the Transferred Entities (each, a “Purchaser Releasing PersonReleasors”), hereby irrevocably, unconditionally forever fully and fully waives, acquits, remises, irrevocably releases and forever discharges and releases each of the Seller and each of its predecessors, successors, direct or indirect Subsidiaries (excluding, for the avoidance of doubt, the Company Group) and past and present equityholders, managers, directors, officers, employees, agents, and other Representatives (in each case other than the Transferred EntitiesCompany Group) (collectively, the “Seller Released Parties”) from any and all Liabilities Actions, debts, agreements, obligations, promises, judgments or liabilities of any kind whatsoever in Law or nature whatsoeverequity and causes of action of every kind and nature, in each case or otherwise (including claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or occurring related to events, facts, conditions or that could have arisen circumstances existing or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or arising prior to the Closing and solely to the extent relating to the Company Group, which the Purchaser Releasors can, shall or may have against the Seller Released Parties, whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity unanticipated as well as anticipated (collectively, the “Purchaser Released Claims”), and the Purchaserhereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any Action of any kind, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to court or before any Purchaser Released Claims from tribunal, against any of the Seller Released Parties (except as provided in this Agreement or Party based upon any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general releaseClaim. (c) Notwithstanding anything to the contrary in this Section 1542 7.9, neither the “Purchaser Released Claims” nor the “Seller Released Claims” shall include, and the provisions of this Section 7.9 shall not release or otherwise diminish, (i) the California Civil Code provides: “A general release does not extend to claims that the creditor obligations of any Party set forth in or releasing party does not know arising under any provisions of this Agreement or suspect to exist in his or her favor at the time of executing the release and thatany Transaction Document, if known by him or herincluding, would have materially affected his or her settlement with the debtor or released party.” (d) For for the avoidance of doubt, nothing any indemnification obligations set forth herein or therein and the survival periods set forth in this Section 5.20 constitutesArticle IX, or shall be deemed to constitute, a release of (ii) any claim that any party to this Agreement or any Ancillary Agreement may have hereunder or thereunderclaims for Fraud.

Mutual Release. (a) Effective upon the Closing and without further action by any Person, the Each Seller, on behalf of itself such Seller and each of its Subsidiaries (other than the Transferred Entities) (each, a “Seller Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Purchaser, its direct parent entity and the Transferred Entities such Seller’s Related Persons (collectively, the “Purchaser Released PartiesSeller Releasors”), hereby releases and forever discharges the Buyer, the Acquired Companies and each of their respective individual, joint or mutual, past, present and future Related Persons and their respective representatives, successors and assigns (collectively, the “Seller Releasees”) from any and all Liabilities claims, demands, Proceedings, causes of action and judgments that any respective Seller Releasor now has, has ever had or may hereafter have against the Seller Releasees and from any and all Contracts, debts, liabilities and obligations that any such Seller Releasee now has, has ever had or may hereafter have to or in favor of any kind or nature whatsoeversuch Seller Releasors, in each case arising or occurring or that could have arisen or occurred from of any actions, omissions or state of facts occurring, not occurring or in existence nature (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated asserted or unliquidatedunasserted, known or unknown, suspected primary or unsuspectedsecondary, matured direct or unmatured or determined or determinableindirect, and whether or not accrued) arising contemporaneously with or before the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or before the Closing Date (in any case other than (i) any obligations of the Buyer arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and or any Ancillary Agreement, (ii) any claims, demands, Proceedings, causes of action and judgments, Contracts, debts, liabilities or otherwise at law obligations that are unrelated to the transactions contemplated hereby (it being agreed that any of the foregoing that are related to the Acquired Companies shall be deemed to be related to the transactions contemplated hereby and not the subject of this clause (ii)), (iii) any claims, actions, demands, damages or in equity liabilities of Management Seller or any Management Holder on account of, arising out of, relating to or under any Employment and Confidentiality Agreement, the Share Distribution and Acquisition Agreements or any employment, director or officer arrangement or relationship with any Acquired Company or the Buyer, including rights to earned but unpaid wages or compensation, unpaid vacation and unreimbursed business expenses, or under any Plans post-Closing (but expressly excluding any rights or remedies under each employment agreement set forth under the caption “Management Agreements” on Section 4.12(a) of the Disclosure Schedules, which will be terminated effective on or prior to Closing) and (iv) Fraud) (collectively, the “Seller Released Claims”). Each Seller hereby irrevocably covenants to refrain from, and to cause each of its Related Persons to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any Proceeding of any kind against any Seller Releasee, based upon any Seller Released Claim. Buyer and each of the Management Holders acknowledges that each Management Holder is a Related Person of the Management Seller and a Seller Releasor and Buyer Releasee (as defined below) hereunder. Notwithstanding anything to the contrary in this Section 6.16, no Seller, whether on behalf of itself and each or its Related Persons, is releasing any other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any of the Purchaser Released Parties such other Seller’s Related Persons (except as provided in this Agreement or any Ancillary Agreementother than, in each case, only to the extent set forth herein or thereinAcquired Companies) under this Section 6.16(a). The SellerFor the avoidance of doubt, on behalf of itself other than Buyer’s obligation to pay the Purchase Price in accordance with this Agreement, Buyer and each its Affiliates (including the Acquired Companies following the Closing) shall have no obligation to make any payment or distribution to Management Seller or any other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true party with respect to the subject matter CFC I Promote Interests or the CFC II Promote Interests, whether arising out of this release may hereafter or resulting from the transactions contemplated hereby or any other event, circumstance or occurrence. The Sellers agree that any payment in respect of the CFC I Promote Interests and CFC II Promote Interests shall be discoveredmade on the Closing Date in accordance with the Waterfall and, but the Sellerupon such payment, on behalf of itself all obligations with respect thereto shall be fully and each other Seller Releasing Personfinally satisfied. This Section 6.16(a) is not intended to eliminate, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery diminish or existence of different or additional facts and waives the protection reduce any obligation of any statute Acquired Company set forth in its organizational documents or doctrine limiting a release as contemplated by Section 6.3 to provide indemnity to any Management Holder in his or her capacity as employee, officer or director of unknown such Acquired Company. For the avoidance of doubt, this Section 6.16(a) is not intended to limit eliminate, diminish or unsuspected Seller Released Claims. Without limitation reduce (1) any obligation of any Acquired Company set forth in its organizational documents to provide indemnity to any Management Holder in his or her capacity as employee, officer or director of any such Acquired Company, (2) any obligation of the foregoingBuyer or the Acquired Companies under Section 6.3, the Selleror (3) any right to exculpation, on behalf indemnification or advancement of itself and each other Seller Releasing Personfunds to any Management Holder in his or her capacity as employee, hereby waives the application officer or director of any provision of Lawsuch Acquired Company, including California Civil Code Section 1542, that purports or any related rights to limit the scope of a general releasecoverage under any director and officer liability insurance policy. (b) Effective upon the Closing and without further action by any Person, the PurchaserThe Buyer, on behalf of itself and each of its Related Persons including the Transferred Entities (each, a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) Acquired Companies (collectively, the “Seller Released PartiesBuyer Releasors”), hereby releases and forever discharges the Sellers and each of their respective individual, joint or mutual, past, present and future Related Person and their respective representatives, successors and assigns (collectively, the “Buyer Releasees”) from any and all Liabilities claims, demands, Proceedings, causes of action and judgments that any respective Buyer Releasor now has, has ever had or may hereafter have against the Buyer Releasees and from any and all Contracts, debts, liabilities and obligations that any such Buyer Releasee now has, has ever had or may hereafter have to or in favor of any kind or nature whatsoeversuch Buyer Releasors, in each case arising or occurring or that could have arisen or occurred from of any actions, omissions or state of facts occurring, not occurring or in existence nature (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated asserted or unliquidatedunasserted, known or unknown, suspected primary or unsuspectedsecondary, matured direct or unmatured or determined or determinableindirect, and whether or not accrued) arising contemporaneously with or before the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or before the Closing Date (in any case other than (i) any obligations of the Sellers arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case(ii) any claims, only demands, Proceedings, causes of action and judgments, Contracts, debts, liabilities or obligations that are unrelated to the extent set forth herein or thereintransactions contemplated hereby (it being agreed that any of the foregoing that are related to the Acquired Companies shall be deemed to be related to the transactions contemplated hereby and not the subject of this clause (ii)) and (iii) Fraud) (collectively, the “Buyer Released Claims”). The PurchaserBuyer hereby irrevocably covenants to refrain from, on behalf and to cause each of itself and each other Purchaser Releasing Personits Related Persons to refrain from, acknowledges and agrees that facts in addition to directly or different from those which are now known indirectly, asserting any claim or believed demand, or commencing, instituting or causing to be true with respect to the subject matter of this release may hereafter be discoveredcommenced, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection any Proceeding of any statute or doctrine limiting a release of unknown or unsuspected Purchaser kind against any Buyer Releasee, based upon any Buyer Released Claims. Without limitation of Claim. (c) The Seller Releasors and the foregoingBuyer Releasors have been made aware of, and understand, the Purchaser, on behalf provisions of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542 (“Section 1542”), that purports to limit which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Seller Releasors and the Buyer Releasors expressly, knowingly, and intentionally waive any and all rights, benefits, and protections of Section 1542 and of any other state or federal statute or common law principle limiting the scope of a general release. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or shall be deemed to constitute, a release of any claim that any party to this Agreement or any Ancillary Agreement may have hereunder or thereunder.

Mutual Release. (a) Effective upon as of the Closing Closing, in consideration of the mutual covenants and without further action agreements contained herein, including the consideration to be received by any Personhim or her, the Seller, on behalf of itself and each of its Subsidiaries (other than the Transferred Entities) Sellers (each, a “Seller Releasing Person”), ) hereby irrevocably, unconditionally and fully waives, acquits, remises, irrevocably releases and forever discharges Buyer, the Company and releases each their respective parents, Subsidiaries, Affiliates (other than a Seller Releasing Person to the extent that such Seller Releasing Person would be deemed such an Affiliate for purposes of this Agreement), divisions and predecessors and their respective past and present shareholders, directors, officers, members, managers, partners (general or limited), agents, employees and Affiliates (other than Seller Releasing Persons to the Purchaserextent that they would be deemed Affiliates for purposes of this Agreement), its direct parent entity and the Transferred Entities successors, heirs, assigns, executors and administrators to the foregoing (collectively, the “Purchaser Buyer Released PartiesPersons”) ), of and from any and all Liabilities manner or causes of any kind or nature action and actions, claims, suits, rights, debts, sums of money, covenants, contracts, damages and judgments whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring law or in existence (equity, which such Seller Releasing Person ever had, now has or which he hereafter can, shall or may have, against the Buyer Released Persons, whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured unmatured, fixed or determined contingent, for, upon or determinableby reason of any matter relating to the Company, and arising at any time on or prior to the Closing Date, whether arising under any Lawin such Seller Releasing Person’s capacity as an equityholder, Contractdirector, arrangementofficer, holder of Indebtedness or otherwise, and the Buyer Released Persons shall not have liability with respect thereto; provided, however, that such release shall not cover claims or liabilities for amounts owed pursuant to, or understandingother rights set forth in, whether written or oral (other than claims arising in connection with this Agreement or any agreement ancillary to this Agreement; provided further that, notwithstanding the preceding proviso, such release shall be deemed an irrevocable waiver and release by the Sellers of the Company and its Subsidiary from any Ancillary right of contribution or right of indemnity from or against the Company or its Subsidiary with respect to any indemnification payments by the Sellers to the Buyer Indemnified Parties pursuant to this Agreement. (b) or otherwise at law or Effective as of the Closing, in equity consideration of the mutual covenants and agreements contained herein, including the consideration to be received, each of Buyer and the Company (each, a “Buyer Releasing Person”) hereby irrevocably releases and forever discharges each of the Sellers and their successors, heirs, assigns, executors and administrators (collectively, the “Seller Released ClaimsPersons”), of and the Seller, on behalf of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (b) Effective upon the Closing and without further action by any Person, the Purchaser, on behalf of itself and each of the Transferred Entities (each, a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Released Parties”) from any and all Liabilities manner or causes of any kind or nature action and actions, claims, suits, rights, debts, sums of money, covenants, contracts, damages and judgments whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring law or in existence (equity, which such Buyer Releasing Person ever had, now has or which he hereafter can, shall or may have, against the Seller Released Persons, whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured unmatured, fixed or determined contingent, for, upon or determinableby reason of any matter relating to the Company, and whether arising under at any Law, Contract, arrangement, time on or understandingprior to the Closing Date, whether written in such Buyer Releasing Person’s capacity as an equityholder or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”)otherwise, and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except as provided Persons shall not have liability with respect thereto; provided, however, that such release shall not cover claims or liabilities for amounts owed pursuant to, or other rights set forth in, or other claims arising in connection with this Agreement or any Ancillary agreement ancillary to this Agreement, in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (c) Each Seller Releasing Person acknowledges and agrees that the release set forth in this Section 10.7 applies to all claims or liabilities of any nature whatsoever, whether at law or in equity, whether known or unknown, fixed or contingent, suspected or unsuspected, foreseen or unforeseen, that it may have against the Buyer or the Company or any of their respective Affiliates with respect to the matters being released hereunder. Each Seller Releasing Person expressly acknowledges that he or she is familiar with Section 1542 of the California Civil Code, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (d) Each Buyer Releasing Person acknowledges and agrees that the release set forth in this Section 10.7 applies to all claims or liabilities of any nature whatsoever, whether at law or in equity, whether known or unknown, fixed or contingent, suspected or unsuspected, foreseen or unforeseen, that it may have against the Sellers, or any of their respective successors, heirs, assigns, executors and administrators with respect to the matters being released hereunder. Each Buyer Releasing Person expressly acknowledges that it is familiar with Section 1542 of the California Civil Code, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (e) Each Seller Releasing Person and Buyer Releasing Person acknowledges that the significance and consequence of this waiver of Section 1542 of the California Civil Code provides: “A general release does not extend to is that even if he or she or it should eventually suffer additional damages arising out of 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 liabilities released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutesAgreement, he or shall she or it will not be deemed able to constitute, a release of make any claim that for those damages. Each Seller Releasing Person and Buyer Releasing Person expressly waives and relinquishes any party to this Agreement or any Ancillary Agreement and all rights and benefits which he may have hereunder or thereunderunder Section 1542 of the California Civil Code.

Mutual Release. (a) Effective upon The Arbor Group, for themselves and their respective members, officers, directors, assigns, agents, and successors, past and present (each individually, an “Arbor Group Releasing Party”) does hereby expressly, absolutely and forever release and discharge the Closing Company and without further each officer, director, stockholder, agent, affiliate, employee, attorney, assigns, predecessor, and successor, past and present, of the Company (each individually, a “Company Released Party”) from, and forever fully releases and discharges each Company Released Party of, any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, attorneys’ fees, expenses, suits, losses, and causes of action (“Claims”) of any kind or nature whatsoever (including those arising under contract, statute or common law), whether known or unknown, contingent or absolute, suspected or unsuspected, arising in respect of or in connection with the Proxy Solicitation, which any Arbor Group Releasing Party ever had or owned arising at any time prior to the date of this Agreement (including the future effects of such occurrences, conditions, acts or omissions); provided, however, that the foregoing release does not apply to (i) any Claim relating to the performance of obligations under this Agreement or for breach of or to enforce this Agreement and (ii) any Claims that cannot be waived by any Personlaw (with clauses (i) and (ii) together, the Seller“Arbor Excluded Claims”). The Claims released pursuant to this Section 4(a) are referred to herein as “Arbor Group Claims.” The Arbor Group, on behalf of itself and the Arbor Group Releasing Parties, hereby irrevocably covenants to refrain from asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Company Released Party based upon any Arbor Group Claim. (b) The Company, for itself and for its officers, directors, assigns, agents, and successors, past and present (each of its Subsidiaries (other than the Transferred Entities) (eachindividually, a “Seller Company Releasing PersonParty”)) does hereby expressly, hereby irrevocablyabsolutely and forever release and discharge the Arbor Group and each of their respective officers, unconditionally directors, stockholders, agents, affiliates, employees, attorneys, assigns, predecessors, and fully waivessuccessors, acquitspast and present, remisesof each member of the Arbor Group (each individually, an “Arbor Group Released Party”) from, and forever fully releases and discharges and releases each of the PurchaserArbor Group Released Party of, its direct parent entity and the Transferred Entities (collectively, the “Purchaser Released Parties”) from any and all Liabilities Claims of any kind or nature whatsoeverwhatsoever (including those arising under contract, in each case arising statute or occurring or that could have arisen or occurred from any actionscommon law), omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, contingent or absolute, suspected or unsuspected, matured arising in respect of or unmatured in connection with the Proxy Solicitation, any Schedule 13D or determined proxy filings made prior to the date hereof or determinablein respect of or in connection with the nomination and election of directors at the 2008 Annual Meeting or the other proposals contained in the Notice, and whether which any Company Releasing Party ever had or owned arising at any time prior to the date of this Agreement (including the future effects of such occurrences, conditions, acts or omissions); provided, however, that the foregoing release does not apply to (i) any Claim relating to the performance of obligations under any Law, Contract, arrangement, this Agreement or understanding, whether written for breach of or oral (other than to enforce this Agreement and (ii) any Ancillary AgreementClaims that cannot be waived by law (with clauses (i) or otherwise at law or in equity and (collectivelyii) together, the “Seller Released Claims”), and the Seller, on behalf of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (b) Effective upon the Closing and without further action by any Person, the Purchaser, on behalf of itself and each of the Transferred Entities (each, a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or shall be deemed to constitute, a release of any claim that any party to this Agreement or any Ancillary Agreement may have hereunder or thereunder.the

Mutual Release. (a) Effective upon A. Upon GTL's receipt of the Closing Cash Payment, GTL and without further action by any Personits past, the Sellerpresent and future parent companies, on behalf of itself affiliates, and subsidiaries, and each of its Subsidiaries (other than the Transferred Entities) (eachrespective past, a “Seller Releasing Person”)present and future officers, hereby irrevocablydirectors, unconditionally and fully waivesemployees, acquitsinsurers, remisespredecessors, successors, and assigns hereby knowingly and voluntarily release and forever discharges discharge Lattice and releases its past, present and future parent companies, affiliates, and subsidiaries, and each of the Purchaserits respective past, its direct parent entity present and the Transferred Entities (collectivelyfuture officers, the “Purchaser Released Parties”) directors, employees, insurers, predecessors, successors, and assigns, from any all claims, demands, rights, and all Liabilities causes of action of any kind kind, whether known, unknown, or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior yet to the Closing and whether absolute or contingentbe discovered, liquidated or unliquidated, known fixed or unknowncontingent, suspected direct or unsuspectedindirect, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law on account of or in equity (collectively, the “Seller Released Claims”), and the Seller, on behalf of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert any way arising from or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect relating to the subject matter of the Arbitration through and including the Effective Date of this release may hereafter Settlement Agreement, including without limitation any claims that were made against Lattice in the Arbitration or could have been made against Lattice in the Arbitration. Nothing contained herein is intended to be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees or shall be deemed to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting be a release of unknown or unsuspected Seller Released Claims. Without limitation of Lattice's obligations contained in this Settlement Agreement, and the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, Parties expressly agree that purports to limit the scope of a general releaseLattice is not released from its obligations herein. (b) Effective upon the Closing B. Lattice and without further action by any Personits past, the Purchaserpresent and future parent companies, on behalf of itself affiliates, and subsidiaries, and each of the Transferred Entities (eachits respective past, a “Purchaser Releasing Person”)present and future officers, directors, employees, insurers, predecessors, successors, and assigns hereby irrevocably, unconditionally knowingly and fully waives, acquits, remises, voluntarily releases and forever discharges GTL and releases its past, present and future parent companies, affiliates, and subsidiaries, and each of the Seller its respective past, present and its Subsidiaries (other than the Transferred Entities) (collectivelyfuture officers, the “Seller Released Parties”) directors, employees, insurers, predecessors, successors, and assigns from any all claims, demands, rights, and all Liabilities causes of action of any kind kind, whether known, unknown, or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior yet to the Closing and whether absolute or contingentbe discovered, liquidated or unliquidated, known fixed or unknowncontingent, suspected direct or unsuspectedindirect, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law on account of or in equity (collectively, the “Purchaser Released Claims”), and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇, assert any way arising from or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect relating to the subject matter of the Arbitration through and including the Effective Date of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of LawSettlement Agreement, including California Civil Code Section 1542, that purports to limit the scope of a general release. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to without limitation any claims that were made against GTL in the creditor Arbitration or releasing party does not know or suspect could have been made against GTL in the Arbitration. Nothing contained herein is intended to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, be or shall be deemed to constitute, be a release of any claim GTL's obligations contained in this Settlement Agreement, and the Parties expressly agree that any party to this Agreement or any Ancillary Agreement may have hereunder or thereunderGTL is not release from its obligations herein.

Mutual Release. (a) Effective upon the Closing and without further action by any PersonEach party hereto, the Sellerfor itself, on behalf of itself and each of its Subsidiaries (other than the Transferred Entities) (eachmembers, a “Seller Releasing Person”)partners, hereby irrevocablyjoint venturers, unconditionally and fully waivesemployees, acquitsdirectors, remisespartners, shareholders, successors, assigns, and forever discharges and releases each of the Purchaser, its direct parent entity and the Transferred Entities all other persons claiming through such party (collectively, the “Purchaser Released PartiesReleasors”) from any ), does hereby release, waive, and forever discharge the other parties hereto, its members, partners, joint venturers, employees, directors, partners, shareholders, successors, assigns, and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity persons claiming through such party (collectively, the “Seller Released ClaimsReleasees”) from, and does fully waive any obligations of any of the Releasees to the Releasors for, any and all liability, actions, charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses (including attorneys’ fees and costs) of any kind whatsoever (each a “Claim”), whether known or unknown or contingent or absolute, which heretofore has been or which hereafter may be suffered or sustained, directly or indirectly, by Releasors for or by reason of any cause, matter or thing whatsoever relating to or in any way arising out of the transactions relating to this Agreement. This release and waiver does not apply to: (i) any agreement entered into after the Seller, on behalf date hereof; or (ii) any actions or omissions of itself and each other Seller Releasing Person, covenants and Releasees after the date hereof. b) Each party hereto agrees not to take any step or initiate any proceeding against any person who might be entitled to claim contribution, indemnity or other relief over against the Releasees with respect to any of the matters hereby released by it, and warrants that it has not assigned to any person any right in respect of any of the matters hereby released by it. As used herein, the term “person” shall be broadly interpreted and includes an individual, body corporate, partnership, joint venture, trust, association, unincorporated organization, any governmental or regulatory agency or any entity recognized by law. c) Each party hereto represents and warrants that such party has not filed any complaint, charge, or lawsuit against the Releasees with any government agency or any court. ALL PARTIES ACKNOWLEDGE THAT THEY ARE FAMILIAR WITH AND VOLUNTARILY WAIVE ANY RIGHT OR BENEFIT ARISING FROM SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” ALL PARTIES WAIVE AND RELINQUISH ANY RIGHT OR BENEFIT THEY HAVE OR MAY HAVE UNDER ANY SIMILAR PROVISION OF THE STATUTORY OR NON-STATUTORY LAW OF ANY JURISDICTION. EMERALD DEVELOPMENT GROUP, LLC, a California limited liability co. ALISO VIEJO GOLF CLUB JOINT VENTURE, a California joint venture By: GCL CORPORATION, general partner By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein)President ▇▇▇▇▇▇▇ ▇. The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (b) Effective upon the Closing and without further action by any Person, the Purchaser, on behalf of itself and each of the Transferred Entities (each, a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except as provided in this Agreement or any Ancillary AgreementPresident ALISO VIEJO COMMERCIAL PROPERTY JOINT VENTURE, in each caseCalifornia joint venture By: GCL CORPORATION, only to the extent set forth herein or therein)general partner By: /s/ ▇▇▇▇▇▇▇ ▇. The Purchaser▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, on behalf of itself and each other Purchaser Releasing PersonPresident GCL CORPORATION By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discoveredVice President LEGAV CORPORATION By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, but the PurchaserVice President LEGAV COMMERCIAL PROPERTY CORPORATION By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or shall be deemed to constitute, a release of any claim that any party to this Agreement or any Ancillary Agreement may have hereunder or thereunder.Vice President

Mutual Release. (a) Effective upon as of the Closing and without further action by any PersonClosing, the SellerParent agrees, on behalf of itself and each of its Subsidiaries (other than the Transferred Entities) (each, a “Seller Releasing Person”), hereby irrevocably, unconditionally current and fully waives, acquits, remisesfuture Affiliates, and forever discharges and releases each of its and their respective past, present and/or future officers, directors, agents, general or limited partners, principals, managers, members, advisors, stockholders, equity holders, controlling Persons or other Representatives, or any heir, executor, administrator, successor or permitted assign of any of the Purchaser, its direct parent entity and the Transferred Entities foregoing (collectively, the “Purchaser Parent Releasors”), that none of Buyer or its Non-Recourse Parties (including, from and after the Closing, the Business Companies) (collectively, the “Buyer Released Parties”) from shall have any Liability or responsibility whatsoever (including any personal Liability) for, and Parent, on behalf of itself and each of the other Parent Releasors, hereby unconditionally releases and discharges, effective as of the Closing, the Buyer Released Parties from, any and all Actions, Liabilities or causes of action of any kind or nature whatsoever, in each case fixed or contingent, known or unknown, liquidated or unliquidated that any Parent Releasor or any Person claiming through or under a Parent Releasor ever had or now has or hereafter can, shall or may have arising out of or occurring relating to any Business Company, the Transferred Assets, the Assumed Liabilities or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on the Business at or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral Date. Each Parent Releasor (other than this Agreement and any Ancillary Agreementi) or otherwise at law or in equity (collectively, the “Seller Released Claims”), and the Seller, on behalf of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees is aware that it may hereafter discover facts in addition to or different from those which are it now known knows or believed believes to be true with respect to the subject matter of the release provided for in this ‎Section 8.05(a); provided however, it is the intention of each Parent Releasor that such release may hereafter shall be discoveredeffective as a full and final accord and satisfactory release of each and every matter specifically or generally referred to in this ‎Section 8.05(a) and (ii) has been informed of, but and that it is familiar with, Section 1542 of the SellerCivil Code of the State of California, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Notwithstanding anything to the contrary in the foregoing, this ‎Section 8.05(a) shall not apply (A) if such Parent Releasor is an employee of any Business Company, claims in respect of compensation or benefits, (B) to any rights, claims or remedies with respect to exculpation, indemnification, contribution, advancement of expenses or reimbursement against or from the Business Companies by reason of the fact that any Parent Releasor is or was an equity holder, director, manager, officer, employee or other agent of any Business Company pursuant to (i) any Organizational Document, (ii) any Indemnity Agreement or (iii) any directors’ and officers’, fiduciary, employment practices and/or similar insurance policies, (C) in the case of Fraud by Buyer, or (D) to the obligations of the Parties under the this Agreement, the other Transaction Documents or any Affiliate Contract that survives the Closing in accordance with the terms hereof and to which Buyer or a Business Company is a party after the Closing. (b) Effective as of the Closing, ▇▇▇▇▇ agrees, on behalf of itself and each of its current and future Affiliates (including, from and after the Closing, the Business Companies), and each of its and their respective past, present and/or future officers, directors, agents, general or limited partners, principals, managers, members, advisors, stockholders, equity holders, controlling Persons or other Seller Releasing PersonRepresentatives, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different any heir, executor, administrator, successor or additional facts and waives the protection permitted assign of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoingforegoing (collectively, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542“Buyer Releasors”), that purports to limit none of the scope of a general release. Parent Entities or their Non-Recourse Parties (b) Effective upon the Closing and without further action by any Personcollectively, the Purchaser“Parent Released Parties”) shall have any Liability or responsibility whatsoever (including any personal Liability) for, and Buyer, on behalf of itself and each of the Transferred Entities (each, a “Purchaser Releasing Person”)other Buyer Releasors, hereby irrevocablyunconditionally releases and discharges, unconditionally and fully waives, acquits, remises, and forever discharges and releases each effective as of the Seller and its Subsidiaries (other than the Transferred Entities) (collectivelyClosing, the “Seller Parent Released Parties”) from Parties from, any and all Actions, Liabilities or causes of action of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute fixed or contingent, liquidated or unliquidated, known or unknown, suspected liquidated or unsuspectedunliquidated that any Buyer Releasor or any Person claiming through or under a Buyer Releasor ever had or now has or hereafter can, matured shall or unmatured may have arising out of or determined relating to any Business Company, the Transferred Assets, the Assumed Liabilities or determinablethe Business. Notwithstanding anything contrary to the foregoing, and whether arising under the Buyer Releasors shall not be deemed to have released any Lawclaim, Contractdefense, arrangementfact or circumstance, which Buyer reasonably determines after the Closing is necessary to defend against or to prosecute any Action brought by or against, as applicable, any director, officer, employee, contractor, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only agent relating to the extent set forth herein work such individual performed for any Business Company or therein)the Business prior to the Closing. The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees Each Buyer Releasor (i) is aware that it may hereafter discover facts in addition to or different from those which are it now known knows or believed believes to be true with respect to the subject matter of the release provided for in this ‎Section 8.05(b); provided however, it is the intention of each Buyer Releasor that such release may hereafter shall be discovered, but the Purchaser, on behalf of itself effective as a full and each other Purchaser Releasing Person, agrees to remain bound hereby final accord and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a satisfactory release of unknown each and every matter specifically or unsuspected Purchaser Released Claims. Without limitation of the foregoinggenerally referred to in this ‎Section 8.05(b) and (ii) has been informed of, the Purchaserand that it is familiar with, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (c) Section 1542 of the California Civil Code providesof the State of California, which provides as follows: “A general release does GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Notwithstanding anything to the contrary in the foregoing, this ‎Section 8.05(b) shall not extend apply (A) in the case of Fraud by or on behalf of Parent or (B) to claims the obligations of the Parties under the this Agreement, the other Transaction Documents or any Affiliate Contract that survives the creditor or releasing party does not know or suspect to exist Closing 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 accordance with the debtor or released partyterms hereof and to which a Parent Entity is a party after the Closing.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or shall be deemed to constitute, a release of any claim that any party to this Agreement or any Ancillary Agreement may have hereunder or thereunder.

Mutual Release. (a) Effective upon Subject to Section 7.06(c), if and only if the Closing and without further action by any Personoccurs, the Seller, on behalf for itself, its Affiliates (excluding, for the avoidance of itself doubt, the Group Companies) and each of its Subsidiaries (other than the Transferred Entities) (each, a “Seller Releasing Person”), hereby irrevocably, unconditionally successors and fully waives, acquits, remisesassigns, and forever discharges and releases each of the Purchaser, its direct parent entity and the Transferred Entities their respective Affiliates (collectively, the “Purchaser Seller Releasors”), hereby forever fully and irrevocably releases and discharges the Buyer, the Group Companies, and each of their respective predecessors, successors, direct or indirect Subsidiaries and past and present equity holders (excluding, for the avoidance of doubt, the Seller), managers, directors, officers, employees, agents, and other Representatives (collectively, the “Buyer Released Parties”) from any and all Liabilities actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, Proceedings or liabilities of any kind whatsoever in Law or nature whatsoeverequity and causes of action of every kind and nature, in each case or otherwise (including claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or occurring related to events, facts, conditions or that could have arisen circumstances existing or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or arising prior to the Closing Date and solely to the extent relating to the Group Companies, which the Seller Releasors can, shall or may have against the Buyer Released Parties, whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity unanticipated as well as anticipated (collectively, the “Seller Released Claims”), and the Sellerhereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, on behalf action, or other Proceeding of itself and each other Seller Releasing Personany kind, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to court or before any tribunal, against any Buyer Released Party based upon any Seller Released Claims from Claim; provided, that such Seller Released Claim shall not include (and the provisions of this Section 7.06(a) shall not release or otherwise diminish) any matter arising between a portfolio company or limited partner (or equity or debt investor) of a Seller Releasor, on the Purchaser one hand, and any Buyer Released Parties (except as provided Party, on the other hand, that arises in this Agreement or any Ancillary Agreement, in each case, only the ordinary course of business and is unrelated to the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general releasetransactions contemplated hereunder. (b) Effective upon Subject to Section 7.06(c), if and only if the Closing occurs, each Group Company and without further action by any Personthe Buyer, for itself, its Affiliates (excluding, for the avoidance of doubt, the PurchaserSeller) and its successors and assigns, on behalf of itself and each of their respective Affiliates (collectively, the Transferred Entities (each, a “Purchaser Releasing PersonBuyer Releasors”), hereby irrevocably, unconditionally forever fully and fully waives, acquits, remises, irrevocably releases and forever discharges and releases each of the Seller and each of its predecessors, successors, direct or indirect Subsidiaries (excluding, for the avoidance of doubt, the Group Companies) and past and present equity holders, managers, directors, officers, employees, agents, and other than the Transferred Entities) Representatives (collectively, the “Seller Released Parties”) from any and all Liabilities actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, Proceedings or liabilities of any kind whatsoever in Law or nature whatsoeverequity and causes of action of every kind and nature, in each case or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or occurring related to events, facts, conditions or that could have arisen circumstances existing or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or arising prior to the Closing Date and solely to the extent relating to the Group Companies, which the Buyer Releasors can, shall or may have against the Seller Released Parties, whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity unanticipated as well as anticipated (collectively, the “Purchaser Buyer Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or other Proceeding of any kind, in any court or before any tribunal, against any Seller Released Party based upon any Buyer Released Claim; provided, that such Buyer Released Claim shall not include (and the Purchaser, on behalf provisions of itself and each other Purchaser Releasing Person, covenants and agrees this Section 7.06(b) shall not to ▇▇▇, assert release or otherwise seek to recover diminish) (x) any amounts in matter between any forum in regard to any Purchaser Released Claims from Group Company and any of the Seller Released Parties (except as provided in this Agreement its employees or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true advisors with respect to matters arising in connection with the subject matter management or operation of the businesses of the Group Companies (including under any (i) any Organizational Documents for any Group Company in effect as of the date of this release may hereafter be discoveredAgreement which provide for indemnification rights and obligations, but the Purchaser(ii) employment agreement or (iii) restrictive covenant agreement or Intellectual Property protection agreement), or (y) any matter arising between a portfolio company or limited partner (or equity or debt investor) of a Seller Releasor, on behalf the one hand, and a Buyer Released Party, on the other hand, that arises in the ordinary course of itself business and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard is unrelated to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general releasetransactions contemplated hereunder. (c) Section 1542 of Notwithstanding anything to the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing contrary in this Section 5.20 constitutes7.06, neither the “Buyer Released Claims” nor the “Seller Released Claims” shall include, and the provisions of this Section 7.06 shall not release or shall be deemed to constituteotherwise diminish, a release (i) the obligations of any claim that Party set forth in or arising under any party to provisions of this Agreement or any Ancillary Agreement may have hereunder Related Agreement, or thereunder(ii) any claims for Fraud.

Mutual Release. (a) Effective upon as of the Closing, Pubco, on behalf of itself and its Subsidiaries and its and their respective successors and assigns (each, an “Pubco Releasing Party”), hereby unconditionally and irrevocably forever releases and discharges each Sponsor and each of its Affiliates, and any past, present or future directors, managers, officers, employees, Representatives, agents, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the foregoing Persons, and the respective successors and assigns of the foregoing Persons (each, an “Pubco Released Party”), of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all proceedings, covenants, claims, liabilities, suits, judgments, accounts, actions and causes of action of any kind or character whatsoever, known or unknown, suspected or unsuspected, in Contract, direct or indirect, primary or secondary, at Law or in equity, that such Pubco Releasing Party ever had, now has or ever may have or claim to have against any Pubco Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing arising at or prior to the Closing, or otherwise related to the pre-Closing period; provided, that nothing contained in this Section 3.12(a) shall be construed as a waiver of any rights under (i) this Agreement, (ii) any other Ancillary Agreements to which any Pubco Releasing Party is party or (iii) with respect to any Pubco Released Party who is a natural person, any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses). Pubco, on behalf of itself and without further action the other Pubco Releasing Parties, expressly waives all rights afforded by any Personstatute which limits the effect of a release with respect to unknown claims, and understands the Sellersignificance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and the other Pubco Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Pubco, on behalf of itself and each other Pubco Releasing Party, acknowledges that each Sponsor will be relying on the waiver and release provided in this Section 3.12(a) in connection with entering into this Agreement and that this Section 3.12(a) is intended for the benefit of the Pubco Released Parties and to grant third party beneficiary rights to each Pubco Released Party to enforce this Section 3.12(a). (b) Effective as of the Closing, each Sponsor, on behalf of itself and its Affiliates and its and their respective successors and assigns (each, a “Sponsor Releasing Party”), hereby unconditionally and irrevocably forever releases and discharges Pubco and each of its Affiliates, and any past, present or future directors, managers, officers, employees, Representatives, agents, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the foregoing Persons, and the respective successors and assigns of the foregoing Persons (each, a “Sponsor Released Party”), of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all proceedings, covenants, claims, liabilities, suits, judgments, accounts, actions and causes of action of any kind or character whatsoever, known or unknown, suspected or unsuspected, in Contract, direct or indirect, primary or secondary, at Law or in equity, that such Sponsor Releasing Party ever had, now has or ever may have or claim to have against any Sponsor Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing arising at or prior to the Closing, or otherwise related to the pre-Closing period; provided, that nothing contained in this Section 3.12(b) shall be construed as a waiver of any rights under (i) this Agreement, (ii) any other Ancillary Agreements to which any Sponsor Releasing Party is party or (iii) with respect to any Sponsor Releasing Party who is a natural person, any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses). Each Sponsor, on behalf of itself and each of its Subsidiaries (other than associated Sponsor Releasing Parties, expressly waives all rights afforded by any statute which limits the Transferred Entities) (each, effect of a “Seller Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remisesrelease with respect to unknown claims, and forever discharges understands the significance of this release of unknown claims and releases each waiver of the Purchaser, its direct parent entity and the Transferred Entities (collectively, the “Purchaser Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Seller Released Claims”), and the Sellerstatutory protection against a release, on behalf of itself and each other Seller its associated Sponsor Releasing PersonParties, covenants of unknown claims, and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter this waiver is an essential and material term of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released ClaimsAgreement. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (b) Effective upon the Closing and without further action by any Person, the PurchaserEach Sponsor, on behalf of itself and each of its associated Sponsor Releasing Parties, acknowledges that Acquiror will be relying on the Transferred Entities (each, a “Purchaser Releasing Person”), hereby irrevocably, unconditionally waiver and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entitiesrelease provided in this Section 3.12(b) (collectively, the “Seller Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than connection with entering into this Agreement and any Ancillary Agreementthat this Section 3.12(b) or otherwise at law or in equity (collectively, is intended for the “Purchaser Released Claims”), and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from any benefit of the Seller Sponsor Released Parties (except as provided in and to grant third party beneficiary rights to each Sponsor Released Party to enforce this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or thereinSection 3.12(b). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims The Company acknowledges and agrees that the creditor or releasing party does not know or suspect to exist in his or her favor at the time foregoing provisions of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or shall be deemed 3.12 were specifically requested by the Company as a material inducement to constitute, a release of any claim that any party its willingness to this Agreement or any Ancillary Agreement may have hereunder or thereunderenter into the Transaction Agreement.

Mutual Release. (a) Effective upon as of the Closing Closing, in consideration of the mutual covenants and without further action agreements contained herein, including the consideration to be received by any PersonSellers, the Seller, on behalf of itself and each of its Subsidiaries (other than the Transferred Entities) Seller (each, a “Seller Releasing Person”), ) hereby irrevocably, unconditionally and fully waives, acquits, remises, irrevocably releases and forever discharges Buyer, the Company and releases each their respective parents, Subsidiaries, Affiliates (other than a Seller Releasing Person to the extent that such Seller Releasing Person would be deemed such an Affiliate for purposes of this Agreement), divisions and predecessors and their respective past and present shareholders, directors, officers, members, managers, partners (general or limited), agents, employees and Affiliates (other than Seller Releasing Persons to the Purchaserextent that they would be deemed Affiliates for purposes of this Agreement), its direct parent entity and the Transferred Entities successors, heirs, assigns, executors and administrators to the foregoing (collectively, the “Purchaser Buyer Released PartiesPersons”) ), of and from any and all Liabilities manner or causes of any kind or nature action and actions, claims, suits, rights, debts, sums of money, covenants, contracts, damages and judgments whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring law or in existence (equity, which such Seller Releasing Person ever had, now has or which it hereafter can, shall or may have, against the Buyer Released Persons, whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured unmatured, fixed or determined contingent, for, upon or determinableby reason of any matter relating to the Company, and whether arising under at any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Seller Released Claims”), and the Seller, on behalf of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (b) Effective upon the Closing and without further action by any Person, the Purchaser, on behalf of itself and each of the Transferred Entities (each, a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) time on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understandingDate, whether written in such Seller Releasing Person’s capacity as an equityholder, director, officer, holder of Indebtedness or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”)otherwise, and the PurchaserBuyer Released Persons shall not have liability with respect thereto; provided, on behalf of itself and each however, that such release shall not cover (i) claims or liabilities for amounts owed pursuant to, or other Purchaser Releasing Personrights set forth in, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts other claims arising in any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except as provided in connection with this Agreement or any Ancillary Agreement, in each case, only Related Documents or (ii) any obligations (if any) related to accrued but unpaid compensation owed by the Company immediately prior to the extent set forth herein Closing to such Seller Releasing Person in connection with the performance of services in the ordinary course by such Seller Releasing Person for the Company; provided, further that, notwithstanding the preceding proviso, such release shall be deemed an irrevocable waiver and release by Sellers of the Company from any right of contribution or therein). The Purchaser, on behalf right of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to indemnity from or different from those which are now known or believed to be true against the Company with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard any indemnification payments by Sellers to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or shall be deemed to constitute, a release of any claim that any party Buyer Indemnified Parties pursuant to this Agreement or any Ancillary Agreement may have hereunder or thereunderAgreement.

Mutual Release. For and in consideration of the mutual covenants of the parties set forth in this Agreement, and other good and valuable consideration, the sufficiency of which are hereby acknowledged, Purchaser and Seller have agreed to release each other, and their respective affiliates, from any and all claims, disputes, causes of action or controversies, including, without limitation, any and all claims based upon any violation or alleged violation of any securities laws in connection with the Property, the offer and sale to the Seller of its respective undivided interests in the Property, the Confidential Private Placement Memorandum for Tenant in Common Interests in Residence Inn Perimeter, dated November 15, 2007, any matter arising under or in connection with the purchase and operation of Property, including, without limitation, matters with respect to the Owner Agreement, Management Agreement, the financing of the Property, or any other matter related to the above referenced items (hereinafter collectively the “Released Matters”). (a) Effective upon the Closing Each and without further action by any Person, the Seller, every Seller on behalf of itself and each of its Subsidiaries (other than the Transferred Entities) (eachaffiliates does hereby, a “Seller Releasing Person”)for itself and for its executors, hereby irrevocablyadministrators, unconditionally successors, and fully waivesassigns, acquitsrelease, remisesacquit, and forever discharges and releases discharge each of the Purchaser, its direct parent entity and the Transferred Entities Purchaser and its respective affiliates (collectively, the “Released Purchaser Released Parties”) from any and all Liabilities actions, claims, controversies, suits, damages (whether general, special or punitive), liabilities, demands, obligations, attorneys fees (whether or not litigation is commenced), debts, expenses, fees, costs, demands or causes of action of any kind or nature character whatsoever, whether at law, equity or otherwise, whether in each case arising a judicial, administrative, or occurring other forum or tribunal, that could have arisen such Seller or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidatedits affiliates may have, known or unknown (and, if unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and regardless of whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than such knowledge would have been material to the decision to execute this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Seller Released Claims”), and contingent or actual, now existing or that may arise hereafter with regard to the SellerReleased Matters or the facts underlying the Released Matters. THE SELLER AND ITS AFFILIATES INTEND TO AND DO HEREBY RELEASE ALL CLAIMS OF ANY KIND THAT ANY AND ALL TIC PARTIES AND THEIR RESPECTIVE AFFILIATES HAVE AGAINST EACH OF THE RELEASED PURCHASER PARTIES WITH REGARD TO THE RELEASED MATTERS OR THE FACTS UNDERLYING THE RELEASED MATTERS, INCLUDING, WITHOUT LIMITATION, ANY AND ALL CLAIMS BASED ON ANY AND ALL VIOLATIONS OR ALLEGED VIOLATIONS OF ANY SECURITIES LAWS BY ANY RELEASED PARTIES IN CONNECTION WITH THE OFFER, SALE OR ISSUANCE OF INTERESTS OR THE OFFER AND SALE OF THE PROJECT, AND ANY OTHER RELEASED MATTER (INCLUDING ANY CLAIM BASED ON ANY MISSTATEMENT OF A MATERIAL FACT, OR ANY OMISSION TO STATE A MATERIAL FACT NECESSARY TO MAKE SUCH INFORMATION, IN LIGHT OF THE CIRCUMSTANCES IN WHICH IT WAS MADE, NOT MISLEADING). (b) The Purchaser on behalf of itself and each other Seller Releasing Personits affiliates does hereby, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any of the Purchaser Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Seller, on behalf of for itself and for its executors, administrators, successors, and assigns, release, acquit, and forever discharge each other and every Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to its respective affiliates (the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other “Released Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (b) Effective upon the Closing and without further action by any Person, the Purchaser, on behalf of itself and each of the Transferred Entities (each, a “Purchaser Releasing PersonParties”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Released Parties”) from any and all Liabilities actions, claims, controversies, suits, damages (whether general, special or punitive), liabilities, demands, obligations, attorneys fees (whether or not litigation is commenced), debts, expenses, fees, costs, demands or causes of action of any kind or nature character whatsoever, whether at law, equity or otherwise, whether in each case arising a judicial, administrative, or occurring other forum or tribunal, that could have arisen such ▇▇▇▇▇ Party or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidatedits Affiliates may have, known or unknown (and, if unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and regardless of whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than such knowledge would have been material to the decision to execute this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), and contingent or actual, now existing or that may arise hereafter with regard to the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to Released Matters or the facts underlying the Released Matters. THE ▇▇▇▇▇ PARTIES AND THEIR AFFILIATES INTEND TO AND DO HEREBY RELEASE ALL CLAIMS OF ANY KIND THAT ANY AND ALL ▇▇▇▇▇ PARTIES AND THEIR RESPECTIVE AFFILIATES HAVE AGAINST EACH OF THE RELEASED TIC PARTIES WITH REGARD TO THE RELEASED MATTERS OR THE FACTS UNDERLYING THE RELEASED MATTERS, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties INCLUDING, WITHOUT LIMITATION, ANY AND ALL CLAIMS BASED ON ANY AND ALL VIOLATIONS OR ALLEGED VIOLATIONS OF ANY SECURITIES LAWS BY ANY RELEASED PARTIES IN CONNECTION WITH THE OFFER, SALE OR ISSUANCE OF INTERESTS OR THE OFFER AND SALE OF THE PROJECT, AND ANY OTHER RELEASED MATTER (except as provided in this Agreement or any Ancillary AgreementINCLUDING ANY CLAIM BASED ON ANY MISSTATEMENT OF A MATERIAL FACT, in each caseOR ANY OMISSION TO STATE A MATERIAL FACT NECESSARY TO MAKE SUCH INFORMATION ,IN LIGHT OF THE CIRCUMSTANCES IN WHICH IT WAS MADE, only to the extent set forth herein or thereinNOT MISLEADING). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (c) Section 1542 The provisions of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or 11 shall be deemed to constitute, a release of any claim that any party to this Agreement survive the Closing or any Ancillary Agreement may have hereunder or thereunderearlier termination of this Agreement.

Mutual Release. (a) Effective upon Except with respect to the Closing obligations created by, acknowledged or arising out of this Agreement and without further action by any Personthe Notes, the Seller▇▇▇▇▇▇ and Callflow, on behalf of itself the one hand, and each of its Subsidiaries (GlobalNet, on the other than the Transferred Entities) (each, a “Seller Releasing Person”)hand, hereby irrevocablyfor themselves and their respective legal successors, unconditionally and fully waives, acquits, remisesassigns, and forever discharges affiliates, release and releases discharge each of the Purchaserother and their own respective legal successors, its direct parent entity assigns, and affiliates release and discharge each other and their own and the Transferred Entities (collectivelyother's agents, the “Purchaser Released Parties”) employees and attorneys from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (claims whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, now known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangementwhich either now has, or understandingat any time heretofore ever had, whether written against the other, based upon or oral arising out of or in connection with the matters referenced in the Recitals hereof or any other matter, cause, or anything whatsoever, from the beginning of the world to the date of this Agreement (other than hereafter referred to as the "Released Matters"). Furthermore, it is the intention of the parties in executing this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, giving and receiving the “Seller consideration called for by this Agreement that this Agreement shall be effective as a full and final accord and satisfaction and mutual release of and from all Released Claims”), and the Seller, on behalf of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Released Claims from any Matters. Each of the Purchaser Released Parties (except as provided in this Agreement parties acknowledges that it is aware that it may hereafter discover claims or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are it now known knows or believed believes to be true exist with respect to the subject matter of this release may hereafter be discoveredAgreement, but it is its intention hereby fully, finally and forever to settle and release all of the SellerReleased Matters, on behalf disputes and differences known or unknown, except as otherwise expressly provided herein. In furtherance of itself this intention, the releases herein given shall be and each other Seller Releasing Person, agrees to remain bound hereby in effect and hereby fully the complete mutual releases all Seller Released Claims without regard to the subsequent herein given shall be and shall remain in effect as full and complete mutual releases notwithstanding discovery or existence of any additional or different claims or additional facts facts. Each party warrants and waives represents to the protection other that it is the sole and lawful owner of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation all right, title and interest in and to all of the foregoingrespective Released Matters and that it has not heretofore voluntarily, the Sellerby operation of law or otherwise, on behalf of itself and each other Seller Releasing Person, hereby waives the application of assigned or transferred or purported to assign or transfer to any provision of Law, including California Civil Code Section 1542, that purports to limit the scope person whatsoever any Released Matter or any part or portion of a general release. claim, demand or right against the other. Each party shall indemnify and hold harmless the other from and against any claim (b) Effective upon the Closing including payment of attorneys' fees and without further action by any Person, the Purchaser, on behalf of itself and each of the Transferred Entities (each, a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (cost actually incurred whether or not knownlitigation be commenced) based on or prior to the Closing and whether absolute in connection with or contingent, liquidated arising out of any assignments or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under transferring any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser Released Claims from any of the Seller Released Parties (except as provided in this Agreement Matter or any Ancillary Agreement, in each case, only to the extent set forth herein part or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general releaseportion thereof. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or shall be deemed to constitute, a release of any claim that any party to this Agreement or any Ancillary Agreement may have hereunder or thereunder.

Mutual Release. (a) Effective upon the Closing and without further action by any Person, the SellerBuyer, on behalf of itself and each of its Subsidiaries (other than the Transferred Entities) Acquired Entities (each, a “Seller Buyer Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of Ultimate Seller Parent, Seller Parent, Seller and their respective Subsidiaries (other than the Purchaser, its direct parent entity and the Transferred Entities Acquired Entities) (collectively, the “Purchaser Seller Released Parties”) from any and all Liabilities liabilities or obligations of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity equity, that, in any such case, arises out of or relates to the relationship between the Seller Released Parties and the Acquired Entities (collectively, the “Seller Buyer Released Claims”), and the SellerBuyer, on behalf of itself and each other Seller Buyer Releasing Person, covenants and agrees not to ▇▇▇sue, assert or otherwise seek to recover any amounts in any forum in regard to any Seller Buyer Released Claims from any of the Purchaser Seller Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The SellerBuyer, on behalf of itself and each other Seller Buyer Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the SellerBuyer, on behalf of itself and each other Seller Buyer Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Buyer Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Buyer Released Claims. Without limitation of the foregoing, the SellerBuyer, on behalf of itself and each other Seller Buyer Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, Law that purports to limit the scope of a general release. For the avoidance of doubt, nothing in this Section 7.15(a) constitutes, or shall be deemed to constitute, a release of any claim that any Party may have under this Agreement or any Ancillary Agreement. (b) Effective upon the Closing and without further action by any Person, the Purchaser, on behalf of itself and each of the Transferred Entities Seller Parties and their Subsidiaries (other than the Acquired Entities) (each, a “Purchaser Seller Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of Buyer and the Seller Acquired Entities and its their respective Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Buyer Released Parties”) from any and all Liabilities liabilities or obligations of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity equity, that, in any such case, arises out of or relates to the relationship between the Seller Releasing Persons and the Acquired Entities (collectively, the “Purchaser Seller Released Claims”), and the Purchasereach Seller Party, on behalf of itself and each other Purchaser Seller Releasing Person, covenants and agrees not to ▇▇▇sue, assert or otherwise seek to recover any amounts in any forum in regard to any Purchaser Seller Released Claims from any of the Seller Buyer Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the extent set forth herein or therein). The PurchaserEach Seller Party, on behalf of itself and each other Purchaser Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Purchasereach Seller Party, on behalf of itself and each other Purchaser Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Seller Released Claims. Without limitation of the foregoing, the Purchasereach Seller Party, on behalf of itself and each other Purchaser Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, Law that purports to limit the scope of a general release. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) . For the avoidance of doubt, nothing in this Section 5.20 7.15(b) constitutes, or shall be deemed to constitute, a release of any claim that any party to Party may have under this Agreement or any Ancillary Agreement may have hereunder or thereunderAgreement.