Common use of Shareholder Release Clause in Contracts

Shareholder Release. Each Shareholder, on its own behalf and on behalf of each of its Affiliates (other than the Company or any of the Company’s Subsidiaries) and each of its and their successors, assigns and executors (each, a “Shareholder Releasor”), effective as at the First Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge the Company, SPAC, their respective Subsidiaries and each of their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Shareholder Releasee”), from (x) any and all obligations or duties the Company, SPAC or any of their respective Subsidiaries has prior to or as of the First Effective Time to such Shareholder Releasor or (y) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Shareholder Releasor has prior to or as of the First Effective Time, against any Shareholder Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the First Effective Time (except in the event of fraud on the part of a Shareholder Releasee); provided, however, that nothing contained in this Section 5.1(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement, the Merger Agreement, the other Transaction Documents or the Company’s Organizational Documents, (ii) for indemnification or contribution, in any Shareholder Releasor’s capacity as an officer or director of the Company, (iii) arising under any then-existing insurance policy of the Company, or (iv) for any claim for fraud.

Shareholder Release. Each Shareholder(a) Effective as of the Closing, each of the Company Shareholders, severally and not jointly with the other Company Shareholders, on its own behalf and on behalf of each its affiliates and their respective heirs, estate, executors, administrators, successors and assigns (collectively, the “Releasors”), hereby unconditionally and irrevocably releases and waives any actions, losses, judgments, claims or demands whatsoever that any Releasor has or may in the future have, regardless of its Affiliates (other than the law or legal theory under which the foregoing may be sought to be imposed, whether at law, in equity, contract, tort or otherwise, against any of the Company, any Subsidiary of the Company or any of their respective equityholders, or any Company representatives (collectively, the Company’s Subsidiaries) and each of its and their successors, assigns and executors (each, a “Shareholder ReleasorReleasees”), effective solely in such Company Shareholder’s capacity as at a past, putative or current equityholder of the First Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Company (or otherwise in connection with the past or current ownership of Equity Securities of the Company), SPAC, their respective Subsidiaries and each of their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such(including future claims) (each, a “Shareholder Releasee”), from (x) any and all obligations or duties the Company, SPAC or any of their respective Subsidiaries has prior to or as of the First Effective Time to such Shareholder Releasor or (y) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Shareholder Releasor has prior to or as of the First Effective Time, against any Shareholder Releasee arising out of, based upon or resulting from any Contractor relating to actions, transactionomissions, eventfacts or circumstances occurring, circumstance, action, failure to act arising or occurrence of any sort existing on or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the First Effective Time (except in Closing. Each of the event Company Shareholders represents and warrants, on behalf of fraud on the part of a Shareholder Releasee); provided, howeverReleasors, that nothing (x) no Releasor has assigned any of the matters released by this Section 7.6(a) to any other Person on or prior to the date hereof, and will not assign any such claim, and (y) irrevocably covenants to refrain from (and to cause the Releasors to refrain from), directly or indirectly, asserting any claim or demand or commencing, instituting or causing to be commenced, any action of any kind against the Releasees based upon any matter released pursuant to this Section 7.6(a). Notwithstanding anything in this Section 7.6(a), the foregoing releases and covenants contained in this Section 5.1(a7.6(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of not apply to any party claims that relates to (i) arising under any rights pursuant to this AgreementAgreement (including, for the Merger Agreementavoidance of doubt, the other Transaction Documents with respect to any breach by Buyer of its representations or warranties contained in Article 6) or the Company’s Organizational DocumentsRelated Agreements, (ii) any rights to continuing indemnification under (A) the Company Organizational Documents as in effect as of immediately prior to the Closing and under applicable Law, (B) any indemnification agreement to which Releasor and the Company are parties that are listed on Section 7.6(a) of the Disclosure Schedule, or (C) any applicable policy of directors’ and officers’ insurance maintained by the Company as of the Calculation Time, including for indemnification or contributionthe avoidance of doubt any tail policy purchased by the Company prior to the Calculation Time, in any Shareholder Releasor’s capacity as (iii) to the extent the Releasors is an officer or employee, officer, advisor, consultant and/or director of the Company, (iii) arising under any then-existing insurance policy entitlement relating directly to his or her capacity as an employee of the Company or a Subsidiary of the Company, including any employment payment, salary, bonuses, accrued vacation, any other employee compensation and/or benefits earned or accrued by or for the benefit of any such Releasor and in accordance with the terms of a written agreement with the Company which has been made available to Buyer prior to the date of this Agreement, including any amounts set forth in this Agreement to be paid to such Releasor, and any reimbursement of expenses incurred by any such Releasor in the ordinary course of his or her employment which are reimbursable under the Company’s expense reimbursement policies, in each case of this clause (iii), to the extent accrued prior to the Closing, and (iv) for under any claim for fraudexpress written Contract with the Company, to the extent such Contract was listed in the Disclosure Schedules and does constitute a breach of any of the representations or warranties set forth in Article 4 or Article 5, and (vii) of any matter or event resulting from fraud by Buyer.

Shareholder Release. Each Such Shareholder, on its own behalf and on behalf of each of its Affiliates (other than the Company or any of the Company’s Subsidiaries) and each of its and their successors, assigns and executors (each, a “Shareholder Releasor”), effective as at the First Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge the Company, SPAC, their respective Subsidiaries and each of their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Shareholder Releasee”), from (x) any and all obligations or duties the Company, SPAC or any of their respective Subsidiaries has prior to or as of the First Effective Time to such Shareholder Releasor or (y) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Shareholder Releasor has prior to or as of the First Effective Time, against any Shareholder Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the First Effective Time (except in the event of fraud on the part of a Shareholder Releasee); provided, however, that nothing contained in this Section 5.1(a) 5.1 shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement, the Merger Agreement, the other Transaction Documents or the Company’s Organizational Documents, (ii) for indemnification or contribution, in any Shareholder Releasor’s capacity as an officer or director of the Company, (iii) arising under any then-existing insurance policy of the Company, or (iv) for any claim for fraud.

Shareholder Release. Each Shareholder, on its his own behalf and on behalf of each of its his controlled Affiliates (other than the Company or any of the Company’s Subsidiaries) and each of its and their his heirs, successors, assigns and executors (each, a “Shareholder Releasor”), effective as at the First Acquisition Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge PubCo, the Company, SPAC, their respective Subsidiaries and each of their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Shareholder Releasee”), from (x) any and all obligations or duties PubCo, the Company, SPAC or any of their respective Subsidiaries has prior to or as of the First Acquisition Effective Time to such Shareholder Releasor or (y) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Shareholder Releasor has prior to or as of the First Acquisition Effective Time, against any Shareholder Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the First Acquisition Effective Time (except in the event of fraud on the part of a Shareholder Releasee); provided, however, that nothing contained in this Section 5.1(a5.6(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party such Shareholder (i) arising under this Agreement, the Merger Agreement, Business Combination Agreement or the other Transaction Documents Documents, including the right to receive PubCo Class A Ordinary Shares or PubCo Class B Ordinary Shares, as applicable, at the Company’s Organizational DocumentsAcquisition Merger Effective Time and for any amounts owed pursuant to the terms set forth therein, (ii) for indemnification or contribution, in any Shareholder Releasor’s capacity as an officer or director of the Company, whether under Contract, the Company Charter or otherwise, (iii) arising under any then-existing insurance policy of the Company or PubCo, (iv) pursuant to a contract and/or policy of the Company, to reimbursements for reasonable and necessary business expenses incurred and documented prior to the Acquisition Effective Time, (v) any employment compensation or benefits matter owed to Shareholder Releasor in his or her capacity as a director, manager, officer or employee of PubCo, the Company, or their respective Affiliates or Subsidiaries, (ivvi) any employment agreement, restricted share unit award agreement, confidentiality agreement, non-competition agreement or any other agreement of similar nature entered into in the Ordinary Course with such Shareholder, (vii) any Liabilities of a Shareholder Releasee in connection with any future transactions between the parties that are not related to the Business Combination Agreement, the Transactions, the other Transaction Documents, or the transactions contemplated thereby, or (viii) for any claim for fraud.

Shareholder Release. Each (a) Effective upon the Closing, each Shareholder, solely in such Person’s capacity as a Shareholder, on behalf of itself and each of its own behalf affiliates, successors and assigns (collectively, the “Shareholder Releasing Parties”), shall be deemed to have remised, released and forever discharged the Company and each of its Subsidiaries and each of the officers and directors of the Company and each of its Subsidiaries (collectively, the “Shareholder Released Parties”) of and from any and all claims which the Shareholder Releasing Parties, or any of them, now have, ever had, or at the Closing may have, or hereafter can, shall or may have, against the Shareholder Released Parties, or any of them, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of time through the Closing Date, 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 agreement ancillary to this Agreement. For the avoidance of doubt, such release shall not remise, release or discharge any claim or right of such Shareholder Releasing Party under any Contract with any Shareholder Released Party or any claim or right to indemnification by the Company and its Subsidiaries for service by such Shareholder Releasing Party as an officer, director, employee, agent or similar capacity of the Company, any of its Subsidiaries or any related enterprise. As of the Closing Date, each Shareholder, on behalf of each of its Affiliates (other than the Company applicable Shareholder Releasing Parties, expressly acknowledges that it has had, or any of the Company’s Subsidiaries) has had and each of its and their successors, assigns and executors (each, a “Shareholder Releasor”), effective as at the First Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge the Company, SPAC, their respective Subsidiaries and each of their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Shareholder Releasee”), from (x) any and all obligations or duties the Company, SPAC or any of their respective Subsidiaries has prior to or as of the First Effective Time to such Shareholder Releasor or (y) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Shareholder Releasor has prior to or as of the First Effective Time, against any Shareholder Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the First Effective Time (except in the event of fraud on the part of a Shareholder Releasee); provided, however, that nothing contained in this Section 5.1(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreementwaived, the Merger Agreement, the other Transaction Documents or the Company’s Organizational Documents, (ii) for indemnification or contribution, in any Shareholder Releasor’s capacity as an officer or director of the Company, (iii) arising under any then-existing insurance policy of the Company, or (iv) for any claim for fraudopportunity to be advised by independent legal counsel.

Shareholder Release. Each ShareholderEffective for all purposes as of the date hereof, on its own behalf and each Shareholder on behalf of each of its Affiliates (other than the Company himself, herself or any of the Company’s Subsidiaries) itself and each of his, her or its agents, trustees, beneficiaries, directors, officers, affiliates, estate, successors and their successors, assigns and executors (each, a “Shareholder ReleasorReleasing Party”), effective as at the First Effective Time, shall be deemed to have, ) hereby unconditionally and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish irrevocably releases and forever discharge discharges the CompanyCompany and the Buyer and its respective affiliates, SPAC, their respective Subsidiaries and each of their respective successors, assigns, heirs, executorsdirectors, officers, directorsemployees, partnersrepresentatives, managers agents, members, shareholders, successors, predecessors and employees (in each case in their capacity as such) assigns (each, a “Shareholder ReleaseeReleased Party” and collectively, the “Released Parties”)) of and from, from (x) and hereby unconditionally and irrevocably waives, any and all obligations or duties the Company, SPAC or any of their respective Subsidiaries has prior to or as of the First Effective Time to such Shareholder Releasor or (y) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaimsdamages, actions and causes of action action, obligations, debts and liabilities of whatever any kind or naturecharacter whatsoever, whether known or unknown, which suspected or unsuspected, in contract or in tort, at Law or in equity, that such Shareholder ever had, now has or ever may have or claim to have against or with respect to the Released Parties for or by reason of any Shareholder Releasor has prior to or as of the First Effective Timematter, against any Shareholder Releasee arising out of, based upon or resulting from any Contract, transactioncircumstance, event, circumstance, action, failure to act inaction, omission, cause or occurrence of thing whatsoever, in each case arising at any sort time at or typeprior to, whether known or unknownthe Closing (collectively, and which occurred, existed, was taken, permitted or begun prior to the First Effective Time (except in the event of fraud on the part of a Shareholder Releasee“Claims”); provided, however, that nothing contained in this Section 5.1(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party release does not extend to Claims: (i) arising under relating to Buyer’s failure to pay the applicable portion of the Total Consideration pursuant to and subject to the provisions of this Agreement, the Merger Agreement, the other Transaction Documents or the Company’s Organizational Documents, (ii) for indemnification relating to Buyer’s failure to perform any of its obligations, undertakings or contribution, covenants set forth in any Shareholder Releasor’s capacity as an officer this Agreement in accordance with its terms; or director of the Company, (iii) arising under relating to any then-existing insurance policy breach by Buyer of the Company, or (iv) for any claim for fraudrepresentation given by it under this Agreement.

Shareholder Release. Each The Shareholder, on its the Shareholder’s own behalf and on behalf of each of its the Shareholder’s Affiliates (other than the Company or any of the Company’s SubsidiariesSPAC) and each of its the Shareholder’s and their the Shareholder’s Affiliates’ successors, assigns and executors (each, a “Shareholder Releasor”), effective as at the First Merger Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge the Company, SPAC, their respective Subsidiaries and each of their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Shareholder Releasee”), from (x) any and all obligations or duties the Company, SPAC or any of their respective Subsidiaries has prior to or as of the First Merger Effective Time to such Shareholder Releasor or (y) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Shareholder Releasor has prior to or as of the First Merger Effective Time, against any Shareholder Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the First Merger Effective Time (except in the event of fraud on the part of a Shareholder Releasee)Time; provided, however, that nothing contained in this Section 5.1(a5.10(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement, the Merger Business Combination Agreement, the other Transaction Documents or the Company’s Organizational DocumentsCompany Charter, (ii) for indemnification or contribution, in any Shareholder Releasor’s capacity as an officer or director of the Company, (iii) arising under any then-existing insurance policy of the Company, or (iv) for any claim for fraud.

Shareholder Release. Each Company Shareholder, on its own behalf and on behalf of each of its Affiliates (other than the Company or any of the Company’s its Subsidiaries) and each of its and their successors, assigns and executors (each, a “Shareholder Releasor”), effective as at the First Effective TimeClosing, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge PubCo, the Company, SPAC, SPAC and their respective Subsidiaries and each of its and their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Shareholder Releasee”), from (xi) any and all obligations or duties PubCo, the Company, SPAC or any of their respective Subsidiaries has prior to or as of the First Second Merger Effective Time to such Shareholder Releasor or (yii) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Shareholder Releasor has prior to or as of the First Second Merger Effective Time, against any Shareholder Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or typethe Company Shareholders’ Agreement, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the First Second Merger Effective Time (except in the event of fraud on the part of a Shareholder Releasee); provided, however, that nothing contained in this Section 5.1(a3.1(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party for (i) any claims relating to the agreements, rights and obligations preserved by, created by or otherwise arising under out of this Agreement, the Merger Agreement, the Deed or any other Transaction Documents or the Company’s Organizational Documents, (ii) for indemnification any claim of a party against one or contribution, in any Shareholder Releasor’s capacity as an officer or director more of the Companyother parties for breach of any terms of this Deed or any other Transaction Documents, (iii) any claims relating to any compensation payable by the Company to the relevant party arising under from any then-existing insurance policy service of the Companydirector or employment relationship and/or any cessation thereof (if applicable), or (iv) for any claim for fraud.

Shareholder Release. Each Effective as of the Effective Date, Shareholder, for itself and the other Shareholder Parties, hereby irrevocably, unconditionally and forever releases, discharges and remises each Company Party, from all claims of any type and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, known or unknown, that any Shareholder Party may have now or may have in the future, against any of the Company Parties to the extent that those claims arose, may have arisen, or are based on its own behalf events which occurred at any point in the past up to and on behalf of each of its Affiliates (including the Effective Date, including any such claims related to or arising with respect to the Debt, other than the Company any claims arising under this Agreement or any of the Company’s Subsidiaries) and each of its and their successorsTransaction Documents (collectively, assigns and executors (each, a the “Shareholder ReleasorReleased Claims”). Shareholder represents and warrants that no Shareholder Released Claim released herein has been assigned, effective as at the First Effective Timeexpressly, shall be deemed to haveimpliedly, or by operation of law, and hereby doesthat all Shareholder Released Claims released herein are owned by Shareholder, irrevocablywho has the sole authority to release them. Shareholder agrees that Shareholder shall forever refrain and forebear from commencing, unconditionallyinstituting or prosecuting any lawsuit action or proceeding, knowingly and voluntarily releasejudicial, waive, relinquish and forever discharge the Company, SPAC, their respective Subsidiaries and each of their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Shareholder Releasee”), from (x) any and all obligations administrative or duties the Company, SPAC otherwise collect or any of their respective Subsidiaries has prior to or as of the First Effective Time to such Shareholder Releasor or (y) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which enforce any Shareholder Releasor has prior to or as of the First Effective Time, against any Shareholder Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, Released Claim which is released and which occurred, existed, was taken, permitted or begun prior to the First Effective Time (except in the event of fraud on the part of a Shareholder Releasee); provided, however, that nothing contained in this Section 5.1(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement, the Merger Agreement, the other Transaction Documents or the Company’s Organizational Documents, (ii) for indemnification or contribution, in any Shareholder Releasor’s capacity as an officer or director of the Company, (iii) arising under any then-existing insurance policy of the Company, or (iv) for any claim for frauddischarged herein.

Shareholder Release. Each Shareholder, Shareholder on its own behalf and on behalf of each of its Affiliates (other than the Company or any of the Company’s Subsidiaries) Affiliates, and each of its and their successors, assigns and executors (each, a “Shareholder Releasor”), effective as at the First Merger Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge the Company, SPAC, their respective Subsidiaries and each of their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Shareholder Releasee”), from (xi) any and all obligations or duties the Company, SPAC or any of their respective Subsidiaries has prior to or as of the First Merger Effective Time to such Shareholder Releasor or (yii) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Shareholder Releasor has prior to or as of the First Merger Effective Time, against any Shareholder Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the First Merger Effective Time (except in the event of fraud on the part of a Shareholder Releasee); provided, however, that nothing contained in this Section 5.1(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (iI) arising under this Agreement, the Merger Agreement, the other Transaction Documents Additional Agreements, or the Company’s Organizational Documents, (iiII) for indemnification or contribution, in any Shareholder ReleasorRxxxxxxx’s capacity as an officer or director of the Company, (iiiIII) arising under any then-existing insurance policy of the Company, (IV) pursuant to a contract and/or the Company’s policy, to reimbursements for reasonable and necessary business expenses incurred and documented prior to the Merger Effective Time, or (ivV) for any claim for fraud.

Shareholder Release. Each Such Shareholder, on its own behalf and on behalf of each of its Affiliates (other than the Company or any of the Company’s Subsidiaries) and each of its and their successors, assigns and executors (each, a “Shareholder Releasor”), effective as at the First Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge the Company, SPAC, their respective Subsidiaries and each of their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Shareholder Releasee”), from (x) any and all obligations or duties the Company, SPAC or any of their respective Subsidiaries has prior to or as of the First Effective Time to such Shareholder Releasor or (y) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Shareholder Releasor has prior to or as of the First Effective Time, against any Shareholder Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the First Effective Time (except in the event of fraud on the part of a Shareholder Releasee); provided, however, that nothing contained in this Section 5.1(a) 5.1 shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement, the Merger Agreement, the other Transaction Documents or the Company’s Organizational Documents, (ii) for indemnification or contribution, in any Shareholder Releasor’s capacity as an officer or director of the Company, (iii) arising under any then-existing insurance policy of the Company, or (iv) for any claim for fraud.party

Shareholder Release. Each Shareholder, on its own behalf and The Shareholder on behalf of each of its Affiliates (other than the Company or any of the Company’s Subsidiaries) itself and each of its and their successorsRelated Persons who receive or are otherwise entitled to receive any Purchase Price Consideration, assigns and executors (each, a “Shareholder Releasor”), effective as at the First Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish releases and forever discharge discharges the CompanyBuyer, SPAC, their respective Subsidiaries the Company and each of their respective successorsindividual, assignsjoint or mutual Representatives, heirsAffiliates, executorsshareholders, officerscontrolling persons, directorsSubsidiaries, partners, managers successors and employees assigns (in each case in their capacity as such) (eachindividually, a “Shareholder Releasee” and collectively, “Releasees”), ) from (x) any and all obligations or duties the Company, SPAC or any of their respective Subsidiaries has prior to or as of the First Effective Time to such Shareholder Releasor or (y) all claims, demands, LiabilitiesProceedings, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or natureaction, Orders, Contracts, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which the Shareholder or any Shareholder Releasor of such Related Persons has prior to against the respective Releasees arising on or as of the First Effective Time, against any Shareholder Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the First Effective Time (except in Closing Date, including, but not limited to, any rights to indemnification or reimbursement from the event of fraud on Company, whether pursuant to the part of a Shareholder Releasee)Company’s Organizational Documents, Contracts or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations or liabilities of Releasees arising (a) in this Section 5.1(a) shall releaseconnection with the execution, waive, relinquish, discharge delivery or otherwise affect the rights performance or obligations of any party (i) arising under this Agreement, the Merger Agreement, the other Transaction Documents or the Company’s Organizational Documents, (ii) for indemnification or contribution, in any Shareholder Releasor’s capacity as an officer or director of the Company, (iii) arising under any then-existing insurance policy terms of the CompanyAgreement or (b) from any action taken or failed to be taken after Closing, or (ivc) for under any Contract to which the Shareholder or any of its Related Persons is a party, excluding any Contracts relating to Shareholders acquisition or ownership of equity in the Company. The Shareholder irrevocably covenants to refrain from asserting any claim for fraud.or demand, or commencing, instituting or causing to be commenced, any Proceeding of any kind against any Releasee, based upon any matter released hereby. Name:

Shareholder Release. Each Shareholder, on its own behalf and on behalf of each of its Affiliates (other than the Company or any of the Company’s Subsidiaries) affiliates and each of its and their successors, assigns and executors (each, a “Shareholder Releasor”), effective as at the First Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Purchaser, the Company, SPAC, their respective Subsidiaries subsidiaries and each of their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Shareholder Releasee”), from (xi) any and all obligations or duties the Company, SPAC Purchaser or any of their respective Subsidiaries its subsidiaries has prior to or as of the First Effective Time to such Shareholder Releasor or (yii) all claims, demands, Liabilitiesliabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Shareholder Releasor has prior to or as of the First Effective Time, against any Shareholder Releasee arising out of, based upon or resulting from any Contractcontract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the First Effective Time (except in the event of fraud on the part of a Shareholder Releasee); provided, however, that nothing contained in this Section 5.1(a) 8 shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement, the Merger Agreement, the other Transaction Documents or the Company’s Organizational Documents, (ii) for indemnification or contribution, in any Shareholder Releasor’s capacity as an officer or director of the CompanyPurchaser, (iii) arising under any then-existing insurance policy of Purchaser, (iv) pursuant to a contract and/or Purchaser policy, to reimbursements for reasonable and necessary business expenses incurred and documented prior to the CompanyEffective Time, or (ivv) for any claim for fraud.

Shareholder Release. Each ShareholderEffective for all purposes as of the date hereof, on its own behalf and each Shareholder on behalf of each of its Affiliates (other than the Company himself, herself or any of the Company’s Subsidiaries) itself and each of his, her or its agents, trustees, beneficiaries, directors, officers, affiliates, estate, successors and their successors, assigns and executors (each, a “Shareholder ReleasorReleasing Party”), effective as at the First Effective Time, shall be deemed to have, ) hereby unconditionally and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish irrevocably releases and forever discharge discharges the CompanyBuyer and its respective affiliates, SPAC, their respective Subsidiaries and each of their respective successors, assigns, heirs, executorsdirectors, officers, directorsemployees, partnersrepresentatives, managers agents, members, shareholders, successors, predecessors and employees (in each case in their capacity as such) assigns (each, a “Shareholder ReleaseeReleased Party” and collectively, the “Released Parties”)) of and from, from (x) and hereby unconditionally and irrevocably waives, any and all obligations or duties the Company, SPAC or any of their respective Subsidiaries has prior to or as of the First Effective Time to such Shareholder Releasor or (y) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaimsdamages, actions and causes of action action, obligations, debts and liabilities of whatever any kind or naturecharacter whatsoever, whether known or unknown, which suspected or unsuspected, in contract or in tort, at Law or in equity, that such Shareholder ever had, now has or ever may have or claim to have against or with respect to the Released Parties for or by reason of any Shareholder Releasor has prior to or as of the First Effective Timematter, against any Shareholder Releasee arising out of, based upon or resulting from any Contract, transactioncircumstance, event, circumstance, action, failure to act inaction, omission, cause or occurrence of thing whatsoever, in each case arising at any sort time at or typeprior to, whether known or unknownthe Closing (collectively, and which occurred, existed, was taken, permitted or begun prior to the First Effective Time (except in the event of fraud on the part of a Shareholder Releasee“Claims”); provided, however, that nothing contained in this Section 5.1(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party release does not extend to Claims: (i) arising under relating to Buyer’s failure to pay the applicable portion of the Total Consideration pursuant to and subject to the provisions of this Agreement, the Merger Agreement, the other Transaction Documents or the Company’s Organizational Documents, and (ii) for indemnification relating to Buyer’s failure to perform any of its obligations, undertakings or contribution, covenants set forth in any Shareholder Releasor’s capacity as an officer or director of the Company, (iii) arising under any then-existing insurance policy of the Company, or (iv) for any claim for fraudthis Agreement in accordance with its terms.