Common use of Mutual Release Clause in Contracts

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

Mutual Release. The PartiesEach of the Buyer and each Seller, on its own behalf and on behalf of themselves, their predecessorsrespective assigns, successors, direct and indirect parent companiesestates, direct and indirect subsidiary companiesaffiliates, companies under common control with any of the foregoingsubsidiaries, affiliates and assigns, and its and their past, present, and future officers, directors, shareholdersmanagers, interest holdersemployees, members, partnersrepresentatives and other agents, attorneysif any and as applicable, hereby knowingly, unconditionally, voluntarily, fully and irrevocably grants this general release and releases, remises, and forever discharges each of the other party’s present and former agents, successors, heirs, devisees, members, officers, employees, managers, representatives, assignssubsidiaries, affiliates, controlling persons and insurers, and their respective successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interestassigns, and all persons acting by, through, under or in concert with themany of them (hereinafter individually and collectively, the “Released Parties”) of and each of themfrom any and all liabilities, from all known and unknown charges, complaintsdamages, claims, grievancesdemands, liabilitiesdebts, taxes, accounts, covenants, promises, contracts, agreements, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damagesattorneys’ fees), damages suits, controversies, judgments, actions, inactions, omissions, or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation of law, equity or otherwise, that relate to the acquisition, ownership and operation of the Project (other than the obligations, representations and warranties set forth in this Agreement), based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise, foreseen or unforeseen, which have or allegedly have existed, occurred, happened, arisen or transpired (collectively, the “Claims”). The Released Parties each represent, warrant and covenant that no Claims have been assigned, expressly, impliedly, by operation of law or otherwise, to any third party. The foregoing is not intended to limit the parties rights with respect to its remedies for any breach of contracta representation, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to warranty or arising from the Debtcovenant set forth in this Agreement.

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

Mutual Release. The PartiesEach Party, on behalf of themselveshimself or itself and his or its successors, their officers, directors, administrators, representatives, insurers, agents and assigns hereby releases and forever discharges the other Party, its predecessors, successors, direct parents, subsidiaries, nominees and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, all present and its and their past, present, and future former officers, directors, shareholderspartners, interest holdersprincipals, members, partnersemployees, attorneys, agentsinsurers, employees, managersagents and their respective administrators, representatives, assignsspouses, heirs, agents and assigns from any and all claims, and successors in interestcauses of action and any other claim they have, whether currently known or unknown, foreseen or unseen, suspected or unsuspected. It is understood and agreed that, except as provided herein and by the attached documents incorporated herein by reference, this Agreement shall constitute a broad general release by each Party for the benefit of the other Party and shall be effective as a full and final accord and satisfaction, and as a bar to all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, lossesexpenses, debtsclaims for sanctions, penalties, attorneys' fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of including claims now pending in any nature whatsoeveraction, known indemnity or unknown, which either Party hascontribution by any party or third party, or may have hadtheir counsel, against the or any other Partyclaims or liabilities whatsoever, whether or not apparent now known, suspected, claimed or yet concealed that are related to be discoveredany action or claim. This general release includes but is not limited to any and all claims, causes of action, damages or accounts that now exist or may exist in the future arising out of any matters, agreements, omissions, representations made, money due, money paid, or which may hereafter developany other relationship between the Parties at any time prior to the date hereof. It is the intention of all Parties to fully discharge and release the remaining Parties with respect to any and all matters, for any acts claims, causes of action, contracts or omissions related to or expenses arising from any matter. Each Party acknowledges that it is familiar with Section 1542 of the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debt.California Civil Code which provides as follows:

Mutual Release. The PartiesIn consideration of the benefits afforded by this Agreement, (i) the Company, including after the Petition Date, on behalf of themselvesthemselves and their respective estates, their (ii) each Consenting Noteholder, (iii) the Administrative Agent and (iv) each Consenting Lender, on behalf of themselves and each of the foregoing Parties’ predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates successors and assigns, and its current and their pastformer shareholders, presentaffiliates, and future subsidiaries, principals, employees, agents, officers, directors, shareholdersmanagers, interest holderstrustees, partners, members, partnersprofessionals, representatives, advisors, attorneys, agentsfinancial advisors, employeesaccountants, managers, representatives, assignsinvestment bankers, and successors consultants (collectively, the “Representatives” in interesttheir capacities as such), in each case in their capacity as such, forever and irrevocably release, discharge, and all persons acting by, through, under, or in concert with them, and acquit each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, respective Representatives of and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, from any and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievancesdemands, liabilities, obligationsresponsibilities, promisesdisputes, agreements, controversies, damages, actionsremedies, causes of action, suitsindebtedness and obligations, rights, demandsassertions, allegations, actions, suits, controversies, proceedings, losses, damages, injuries, reasonable attorneys’ fees, costs, lossesexpenses, debtsor judgments of every type, penaltieswhether known, feesunknown, wagesasserted, medical costsunasserted, pain suspected, unsuspected, accrued, unaccrued, fixed, contingent, pending or threatened, including all legal and sufferingequitable theories of recovery, mental anguisharising under common law, emotional distressstatute or regulation or by contract, expenses of every nature and description, solely arising out of, in connection with, or relating to this (a) Agreement, (b) the Term Loan Agreement and the related loan documents (including attorneys’ fees and costs actually incurredany forbearance or waivers granted in connection therewith), and punitive damagesany actions taken by the Administrative Agent or Lender thereunder, including the exercise of remedies and acceleration of such debt, (c) the Second Lien Notes Indenture and the related loan documents (including any nature whatsoeverforbearance or waivers granted in connection therewith), known and any actions taken by the Indenture Trustee or unknownholders of Second Lien Notes thereunder, which either Party hasincluding the exercise of remedies and acceleration of such debt) and/or (d) in each case, any transactions contemplated hereunder or may have hadthereunder, against including any and all (x) so-called “lender liability” or similar claims or causes of action, (y) claims and causes of action arising under the Bankruptcy Code, and (z) claims and causes of action with respect to the validity, priority, perfection or avoidability of the liens or claims of the Administrative Agent, the First Lien Lenders or the holders of Second Lien Notes; provided that, the releases set forth in this section shall be limited to such claims arising prior to and including the Agreement Effective Date and, with respect to the Debtors and their estates, shall be subject to the challenge provisions of the applicable DIP Order and any applicable Challenge; provided further, that, from and after the occurrence of a MW Settlement Termination Event this Section 6(e) and the releases set forth herein shall be null and void and of no further force and effect; provided, further, that the mutual releases in this Section 6(e) shall not affect or release any Party’s rights to enforce this Agreement, the Plan or the other Partycontracts, whether instruments, releases, agreements or not apparent documents to be, entered into or yet to be discovereddelivered in connection with this Agreement, the Plan or which may hereafter develop, for any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the DebtRestructuring.

Mutual Release. (a) The PartiesCompany, on the one hand, and Third Point and the Xxxxxxxxxxx Trust, on the other hand, on behalf of themselvesthemselves and for all of their past and present affiliated, their predecessorsassociated, related, parent and subsidiary entities, joint ventures and partnerships, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their pastthe respective owners, present, and future officers, directors, shareholderspartners, interest holderslimited partners, members, partnersmanagers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, shareholders, advisors, consultants, attorneys, agentsheirs, employeesexecutors, managersadministrators, representativessuccessors and assigns of any said person or entity, assignssecurity holders of any said person or entity, and successors in interest, and all persons acting by, through, under, any other person claiming (now or in concert with themthe future) through or on behalf of any of said persons or entities (collectively “Released Persons”), irrevocably and each of themunconditionally release, hereby release settle, acquit and forever discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of themtheir Released Persons, from any and all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suitsclaims, actions, rights, judgments, obligations, damages, amounts, demands, costs, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, penaltiesdues, feessums of money, wagesexpenses, medical costs, pain specialties and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred)(whether direct, and punitive damagesindirect or consequential, of any nature whatsoever, known incidental or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, otherwise including, without limitation, compensatory damagesattorney’s fees or court costs, damages of whatever nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related in any way to the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for breach election at the 2018 Annual Meeting (collectively, the “Released Claims”); provided, however, this release and waiver of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related Claims shall not include claims to or arising from enforce the Debtterms of this Agreement.

Mutual Release. (a) The PartiesCompany, on the one hand, and Third Point and the Sxxxxxxxxxx Trust, on the other hand, on behalf of themselvesthemselves and for all of their past and present affiliated, their predecessorsassociated, related, parent and subsidiary entities, joint ventures and partnerships, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their pastthe respective owners, present, and future officers, directors, shareholderspartners, interest holderslimited partners, members, partnersmanagers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, shareholders, advisors, consultants, attorneys, agentsheirs, employeesexecutors, managersadministrators, representativessuccessors and assigns of any said person or entity, assignssecurity holders of any said person or entity, and successors in interest, and all persons acting by, through, under, any other person claiming (now or in concert with themthe future) through or on behalf of any of said persons or entities (collectively “Released Persons”), irrevocably and each of themunconditionally release, hereby release settle, acquit and forever discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of themtheir Released Persons, from any and all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suitsclaims, actions, rights, judgments, obligations, damages, amounts, demands, costs, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, penaltiesdues, feessums of money, wagesexpenses, medical costs, pain specialties and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred)(whether direct, and punitive damagesindirect or consequential, of any nature whatsoever, known incidental or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, otherwise including, without limitation, compensatory damagesattorney’s fees or court costs, damages of whatever nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related in any way to the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for breach election at the 2018 Annual Meeting (collectively, the “Released Claims”); provided, however, this release and waiver of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related Claims shall not include claims to or arising from enforce the Debtterms of this Agreement.

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

Mutual Release. The Parties, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any In consideration of the foregoingagreements and mutual covenants contained herein, affiliates and assignsthe Company, and its and their past, present, and future officers, the Company's directors, shareholders, interest holdersofficers, membersemployees, partnersagents, assignees, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of themaffiliates, hereby release and discharge the other PartyRELEASE, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns ACQUIT AND FOREVER DISCHARGE Holder and its and their past, present, and future officers, directors, shareholders, interest holderspartners, membersofficers, partnersemployees, agents, assignees, attorneys, agents, employees, managers, representatives, assigns and successors in interest, affiliates from any and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of actionactions, suits, rights, demandsclaims, costs, expenses, attorney fees, damages, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, liabilities whether known or unknown, which either Party has, matured or may have had, against the other Partycontingent, whether in contract or not apparent in tort which the Company may now have or yet hereafter arising out of or in any way related to, whether directly or indirectly to be discovered(i) Holder's acquisition or holding of the Convertible debt, (ii) Holder's conversion of the Convertible Debt into Preferred Stock, and (iii) all other causes of action and/or claims accruing on or which may hereafter develop, for any before and/or arising out of acts or omissions related to or arising occurrences before the Closing Date. In consideration of the agreements and mutual covenants contained herein and the payments received pursuant hereto, Holder and its directors, shareholders, partners, officers, employees, agents, assignees, attorneys, representatives, and affiliates hereby RELEASE, ACQUIT AND FOREVER DISCHARGE the Company, and the Company's directors, shareholders, officers, employees, agents, assignees, attorneys, representatives, and affiliates from the Debt. This Agreement resolves any claim for relief that could have been allegedand all claims, no matter how characterizedcosts, includingexpenses, without limitationattorney fees, compensatory damages, damages for breach losses, and liabilities whether known or unknown, matured or contingent, whether in contract or in tort which Holder may now have or hereafter arising out of contractor in any way related to, bad faith damageswhether directly or indirectly to (i) the formation, reliance damagesorganization and operations of the Company or any of its subsidiaries or affiliates, liquidated damages(ii) the Company's issuance of the Convertible Debt, damages for humiliation (iii) the Company's conversion of the Convertible Debt to the Preferred Stock, and embarrassment, punitive damages, costs and attorneys fees related to (iv) all other causes of action and/or claims accruing on or before and/or arising from out of acts or occurrences before the Debtdate of the Closing.

Mutual Release. The Parties, on behalf Landlord and (subject to Tenant’s timely satisfaction of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any each of the foregoing, affiliates terms and assignsconditions of, and the timely performance by Tenant of its duties and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, obligations under, or in concert with themthis Agreement) Tenant, and each of them, hereby release and discharge the other Party, together with their respective predecessors, successorssuccessors and assigns, direct their subsidiaries, parent and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with themaffiliated entities, and each of themtheir respective employees, agents, representatives, directors, officers, shareholders and partners, as applicable and as the case may be, are each hereby absolutely, irrevocably, unconditionally, fully and forever RELEASED and FOREVER DISCHARGED of and from their respective duties and obligations to observe and perform the several covenants, conditions and agreements in, under and pursuant to the Lease on their respective parts to be observed and performed, and from any and all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rightsdebts, accounts, covenants, agreements, promises, damages, awards, warranties (express or implied), liabilities, obligations, liens, judgments, losses, obligations, executions, claims, demands, costs, losses, debts, penalties, fees, wagescosts and expenses of every kind, medical costsnature and character whatsoever, pain in law 4892-9003-3038, v. 3 or in equity, whether known or unknown, suspected or unsuspected, fixed or contingent, and sufferingsounding in contract or in tort (each, mental anguisha "Claim" and collectively, emotional distress, expenses (including attorneys’ fees and costs actually incurredthe "Claims"), which either party ever had, now has or which they hereafter can, shall or may have for, upon or by reason of any matter, cause or thing whatsoever, in any way existing or arising from, under, arising out of, attributable to, or resulting from the Lease, the Premises or the Building; provided, however, in no event shall the foregoing provisions release or discharge (or be deemed in any manner to have released and punitive damagesdischarged): (a) Tenant from any Claims, of any kind, nature whatsoeveror character, known or unknown, which either Party has, accruing to or may have had, against for the other Party, whether or not apparent or yet benefit of Landlord subsequent to be discovered, or which may hereafter develop, for any the Effective Date and prior to such time as Tenant actually surrenders possession of the Premises to Landlord in accordance with Paragraph 5 above and arising out of (i) the acts or omissions related on the part of Tenant, its employees, agents or contractors, in connection with the use or occupancy of the Premises or the Building, or (ii) Tenant’s breach of any obligation, covenant or agreement to be observed or arising from performed by Tenant under the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterizedLease or pursuant to this Agreement, including, without limitation, compensatory damagesTenant’s failure to surrender the Premises in accordance with the terms and provisions of the Lease and this Agreement; (b) either party from any Claims, damages of any kind, nature or character, known or unknown, accruing to or for the benefit of Landlord or Tenant, and arising in connection with the other party's breach of contractits representations and warranties made hereunder or in the Lease, bad faith damagesregardless of when the same accrues (whether before or after the Effective Date or Cancellation Date); or (c) Tenant from its obligations to indemnify Landlord for matters set forth in the Lease and in this Agreement, reliance damagesregardless of when such obligation accrues (whether before or after the Effective Date or Cancellation Date), liquidated damagesall of which expressly survive termination of the Lease. Notwithstanding the immediately preceding sentence, damages for humiliation Xxxxxx hereby agrees to defend, indemnify and embarrassment, punitive damages, costs hold Landlord harmless under Section 18 of the Lease from and attorneys fees related against any and all Claims incurred or suffered by Landlord due to Tenant’s failure to timely surrender the Premises to Landlord on or arising from before the DebtCancellation Date as required pursuant to Paragraph 5 above.

Mutual Release. The Expect for the obligations and rights expressly set forth and reserved in Paragraph 13 of this Agreement, in consideration of the recitals, covenants and agreements set forth in this Agreement, and other good and valuable consideration, receipt of which is hereby acknowledged, upon the Effective Date of this Agreement, the Parties and Additional Released Parties, for and on behalf of themselvesthemselves and their present and future agents, successors, beneficiaries, heirs, assigns, subsidiaries, and any and all other persons who could claim through him/her/it (collectively, the “Releasors”) do hereby unconditionally, irrevocably, forever and fully release, acquit, and forever discharge each Party and Additional Released Parties hereto and its/their predecessors, principals, parents, heirs, successors, direct and indirect parent assigns, subsidiaries, affiliates, commonly controlled entities, companies, direct and indirect subsidiary companiesenterprises, companies under common control with any of the foregoingventures, affiliates partners, insurers, investors, attorneys, officers, shareholders, directors, agents, representatives, employees, clients, administrators, executors, personal representatives, heirs or successors in interest and assigns, and its each of them (the “releasees”), of and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, from any and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievancesdemands, liabilitiesactions, causes of action, suit, liens, debts, obligations, promises, agreements, controversiescosts, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred)liabilities, and punitive damages, judgements of any nature whatsoeverkind, nature, or amount whether in law or equity, whether known or unknown, anticipated or unanticipated, liquidated or unliquidated, including any and all claimed or unclaimed compensatory damages, consequential damages, interest, costs, expenses and fees (including reasonable or actual attorneys’ fees) which either Party has, were or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been allegedraised in, no matter how characterizedarise out of, includingrelate to, without limitationor in any way, compensatory damagesdirectly or indirectly, damages for breach of contractinvolve the Action, bad faith damagesthe Parcels, reliance damagesprior disputes, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees or unnamed parties related to or arising from all disputes resolved herein. It is the Debtintention and effect of this release to discharge all claims that the Releasors have against the Releasees up until and including the Effective Date of this Agreement.

Mutual Release. The PartiesIn consideration for the full and timely performance of all Terms and Conditions of this Agreement in the manner prescribed herein, each party hereto, on behalf of themselvesitself/himself and on behalf of each of its/his respective heirs, their executors, administrators, trustors, trustees, beneficiaries, predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, members, former shareholders, shareholders, former partners, partners, partnerships, parents, subsidiaries, affiliated and its and their pastrelated entities, present, and future officers, directors, shareholders, interest holders, members, partners, attorneysprincipals, agents, servants, employees, managers, representatives, assigns, and successors in interest, and all persons acting bypersons, throughfirms associations and/or corporations connected with them hereby releases and forever discharges each other and their respective heirs, underexecutors, or in concert with themadministrators, and each of themtrustors, hereby release and discharge the other Partytrustees, together with their beneficiaries, predecessors, successors, direct assigns, members, former shareholders, shareholders, former partners, partners, partnerships, parents, subsidiaries, affiliated and indirect parent companiesrelated entities, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneysprincipals, agents, servants, employees, managers, representatives, assigns and successors in interest, and all persons acting bypersons, throughfirms, under or in concert associations and/or corporations connected with them, and each of who are or may ever become liable to them, of and from any and all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actionsdemands, causes of action, suitsobligations, rightsliens, demandstaxes, damages, losses, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), expenses of every kind and punitive damages, of any nature whatsoever, known or unknown, fixed or contingent which either Party has, any of them may now have or may hereafter have hadagainst each other in any way (including all statutory attorneys’ fees that may have been recoverable by Defendants against Max in the Zoning Action) other than any actions that may relate to an alleged breach of the terms of this Settlement Agreement, against including the other PartyWarrant, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debtattached and incorporated into this Settlement Agreement as Exhibit “B”. This Agreement resolves paragraph also shall not be construed to limit any claim for relief of the rights that could Xxx xxx have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach by virtue of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debtwarrant and/or its potential status as a shareholder of Critical Path.

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

Mutual Release. The Parties, MENY and York Partners each on behalf of themselves, their itself and its respective predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, subsidiaries and its and their past, presentother Affiliates, and future each of their respective officers, directors, shareholders, interest holderspartners, members, partnersemployees, attorneys, agentsagents and servants, employeesand their respective predecessors, managerssuccessors and assigns (collectively, representativesthe "Releasing Parties"), do hereby forever release and discharge the other, the other Partners predecessors, successors, assigns, parents, subsidiaries and successors in interest, and all persons acting by, through, under, or in concert with themother Affiliates, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future respective officers, directors, shareholders, interest holderspartners, members, partnersemployees, attorneys, agents, employees, managers, representatives, assigns agents and successors in interestservants, and all persons acting bytheir respective predecessors, throughsuccessors, under or in concert with them, successors and each of themassigns (the "Released Parties"), from any and all known and unknown chargesclaims existing, complaintsowned, claimsheld or alleged, grievancesor which claims could, liabilitiesmight, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damagesor may be claimed to exist, of any nature whatsoeverwhatever kind or name, on or prior to the date hereof, whether direct or indirect, known or unknown, which either Party hassuspected or unsuspected, liquidated or unliquidated, matured or unmatured, fixed or contingent, irrespective of how, why, or by reason of what facts such claims arose (all such claims are herein collectively referred to as "Released Claims") which in any way relate to, arise out of or are connected with (a) this Agreement or the Partnership and any liabilities or obligations hereunder or thereunder, and (b) any and all other actions (or inaction), discussions, negotiations, agreements, undertakings and other matters concerning the design, construction, development, ownership, financing, management or operation of the Project in each case allegedly occurring on or prior to the date hereof provided, however, that the foregoing covenant and release shall not operate to discharge any loan, advance or debt extended by any Person or any cost or expense evidenced by this Agreement or the York Reimbursement Agreement, or to discharge either or both of the Partners from any of their respective obligations hereafter arising under this Agreement or any other agreement to which it is a party. Each Partner hereby agrees, represents and warrants that it realizes and acknowledges that the foregoing covenant and release has been negotiated and agreed upon in light of the realization that factual matters now unknown to it may have hadgiven or may hereafter give rise to Released Claims, and that it nevertheless hereby intends to grant such release and to covenant and agree not to xxx or take other action against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts such known or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debtunknown Released Claims.

Mutual Release. The PartiesExcept for their respective obligations, -------------- representations, warranties and covenants arising under this Agreement, each of the Seller and XxXxxxxxx, on behalf of themselvesthe one hand, their predecessorsand the Company, on the other hand (for himself or itself, his or its agents, heirs, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, executors and/or administrators) does hereby and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby forever mutually release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, presentother, and future officersthe other's past and present parent, directorssubsidiary, shareholderssister and affiliated corporations, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under divisions or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterizedentities, including, without limitation, compensatory in the case of the Company, Green Equity Investors II, L.P., Xxxxxxx Xxxxx & Partners, L.P., and the respective partners, employees, agents and affiliates thereof, employee benefit plans and fiduciaries of the foregoing, as well as the successors, shareholders, partners, officers, directors, heirs, predecessors, assigns, agents, employees, attorneys and representatives of each of them, past or present, from any and all causes of actions, actions, judgments, liens, debts, contracts, indebtedness, damages, damages losses, claims, liabilities, rights, interests and demands of whatsoever kind or character, known or unknown, suspected to exist or not suspected to exist, anticipated or not anticipated, whether or not heretofore brought before any state or federal court or before any state or federal agency or other governmental entity, which any such party has or may have against any released person or entity by reason of any and all acts, omissions, events or facts occurring or existing prior to the date hereof, including, without limitation, all claims attributable to the ownership of the Shares and the Options or the sale or conveyance of the Purchased Shares under this Agreement (except for breach the parties' respective obligations, representations, warranties and covenants arising under this Agreement), all claims attributable to the employment of contractXxXxxxxxx, bad faith damagesall claims attributable to the termination of that employment and all claims arising under any federal, reliance damagesstate or other governmental statute, liquidated damagesregulation or ordinance or common law, damages such as, for humiliation example and embarrassmentwithout limitation, punitive damagesTitle VII of the Civil Rights Act of 1964 which prohibits discrimination and harassment on the basis of sex, costs race, color, national origin and attorneys fees related to or arising from religion, the DebtCivil Rights Act of 1866, the Age Discrimination in Employment Act which prohibits discrimination on the basis of age over 40, the California Fair Employment Act which prohibits discrimination on the basis of race, religion, creed, color, national origin, ancestry, disability, medical condition, age over 40 and sex, the California Labor Code, and wrongful termination claims.

Mutual Release. The PartiesHeadwaters, on behalf of themselvesitself, their predecessorsits parents, successorssubsidiaries, direct and indirect parent companiesaffiliates, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managerslegal representatives, representativespredecessors, successors, assigns, and successors in interesttheir respective parents, and all persons acting bysubsidiaries, throughaffiliates, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holdersagents, membersemployees, legal representatives, successors and assigns, and all others claiming by or through Headwaters hereby releases, remises and forever discharges each of AJG, Xxxxxxxxx, Square D and owners of the AJG Lines and their respective parents, subsidiaries, affiliates, officers, directors, shareholders, partners, attorneys, agents, employees, managers, legal representatives, successors and assigns and successors in interest, and all persons other acting by, through, under or in concert with themthem of and from any and all actions, and each causes of them, from all known and unknown charges, complaintsactions, claims, grievancesdemands, costs, suits, debts, damages, liabilities, obligations, promisessums of monies, agreementsaccounts, controversiescontracts, damagespromises and/or executions (collectively, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, “Claims”) of any nature whatsoeverand every kind or nature, at law or in equity, whether known or unknown, which either Party hasHeadwaters and any of such parties have, had or may have had, against in the other Party, whether or not apparent or yet to be discoveredfuture, or which may hereafter developclaim to have for, for upon or by reason of, any acts matter, cause or omissions related to or arising thing whatsoever, from the Debt. This Agreement resolves beginning of time through the date of this 2nd Settlement Agreement, including but not limited to any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages and all claims for breach of contract, bad faith damagesnegligence, reliance damagesintentional tort or statutory violation, liquidated damageswith the sole exceptions of any future Claims arising by reason of a breach of (i) this 2nd Settlement Agreement, damages for humiliation (ii) the 1st Settlement Agreement, (iii) the License Agreement, as modified herein; and embarrassment(iv) the eighth bullet paragraph of the Letter Agreement. Each of AJG, punitive damagesXxxxxxxxx and Square D, costs on behalf of itself, its parents, subsidiaries, affiliates, officers, directors, shareholders, agents, employees, legal representatives, predecessors, successors, assigns, and attorneys fees related their respective parents, subsidiaries, affiliates, officers, directors, agents, employees, legal representatives, successors and assigns, and all others claiming by or through any of the foregoing (“AJG Releasing Parties”) hereby releases, remises and forever discharges Headwaters and its respective parents, subsidiaries, affiliates, officers, directors, shareholders, agents, employees, legal representatives, predecessors, successors and assigns and all other acting in concert with them of and from any and all Claims of any and every kind or nature whatsoever, at law or in equity, whether known or unknown, which AJG Releasing Parties or any of such parties has, had or may have in the future, or claim to have for, upon or arising by reason of, any matter, cause or thing whatsoever, from the Debtbeginning of time through the date of this 2nd Settlement Agreement, including but not limited to any and all claims for breach of contract, negligence, intentional tort or statutory violation, with the sole exceptions of any future Claims arising by reason of a breach of (i) this 2nd Settlement Agreement, (ii) the 1st Settlement Agreement, (iii) the License Agreement, as modified herein; and (iv) the eighth bullet paragraph of the Letter Agreement.

Mutual Release. The PartiesMemcine, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assignsUIRF, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, Founder hereby release and discharge the other PartySpotlight, together with their its predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, present and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ ' fees and costs actually incurred), ) and punitive damages, of any nature whatsoever, known or unknown, which either Party hassuch parties have, or may have had, against the other PartySpotlight, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the DebtInvestment Agreement, Shareholders Agreement, and/or any other related transactions between and among such parties and Spotlight. Spotlight hereby releases and discharges Memcine, UIRF, and Founder, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys' fees and costs actually incurred) and punitive damages, of any nature whatsoever, known or unknown, which Spotlight has, or may have had, against Memcine, UIRF, and Founder, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Investment Agreement, Shareholders Agreement, and/or any other related transactions between and among Spotlight, Memcine, UIRF, and Founder. This Agreement resolves any claim for relief that is, or could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys attorneys' fees related to or arising from the DebtInvestment Agreement, Shareholders Agreement, and/or any other related matter between the parties. The parties acknowledge that (a) the consideration set forth in this Agreement is in full settlement of all claims or losses of whatsoever kind or character that they have, or may ever have had, against the other party, as broadly described above, and (b) by signing this Agreement and accepting the consideration provided herein and the benefits of it, they are giving up forever any right to seek further monetary or other relief from the other party, as broadly described above, for any acts or omissions up to and including the Effective Date. The parties agree that except for the obligations set forth in this Agreement, after the Effective Date there shall be no further obligations or liabilities between the parties.

Mutual Release. The Parties(a) Effective as of the Closing, other than (i) any Claims of Fraud, or (ii) any rights or remedies arising under the Ancillary Agreements or under the covenants and agreements hereunder that survive the Closing under Section 10.1(a) (including Article IX), each Buyer Entity, on behalf of themselves, their predecessors, successors, direct itself and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of its Subsidiaries (including the foregoing, affiliates and assigns, Acquired Entities) and its and their respective past, present, present and future officers, directors, shareholdersemployees, interest holdersagents, general or limited partners, managers, management companies, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successorsadvisors, direct or indirect equity holders, controlling Persons, other representatives or Affiliates and indirect parent companiesany heir, direct and indirect subsidiary companiesexecutor, companies under common control with administrator, successor or assign of any of the foregoingforegoing (collectively, affiliates the “Buyer Releasing Parties”), hereby irrevocably and assigns unconditionally releases and its forever discharges Sellers and their respective Affiliates (excluding the Acquired Entities), and Sellers’ and such Affiliates’ respective past, present, present and future officers, directors, shareholdersemployees, interest holdersagents, general or limited partners, managers, management companies, members, partnersadvisors, attorneysdirect or indirect equity holders, agentscontrolling Persons, employees, managers, representatives, assigns and successors in interestother representatives or Affiliates, and all persons acting byany heir, throughexecutor, under administrator, successor or in concert with themassign of any of the foregoing (collectively, the “Buyer Released Parties”) of and from, and each of themirrevocably and unconditionally waives and relinquishes any rights, claims or remedies arising from or related to, all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actionsClaims, causes of action, suitsOrders, rightsassessments, demandsdamages, costsdeficiencies, losses, debtsfines, interest, liabilities (including any indebtedness), obligations, penalties, feesexecutions and covenants whatsoever (in each case, wageswhether accrued, medical costsabsolute, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoevercontingent or otherwise, known or unknown, which either Party hasor due or to become due, express or implied, in law 77 or in equity, or based on contract, tort or otherwise) that any Buyer Releasing Party may have hadagainst any of the Buyer Released Parties, against now or in the other Partyfuture, whether in each case related to (a) the Transferred Equity Interests, (b) the Business, the Transferred Assets, the Assumed Liabilities or not apparent the ownership or yet to be discoveredoperation thereof, (c) this Agreement, or which may hereafter develop(d) any other cause, for any acts matter or omissions thing related to the Acquired Entities or arising from the Debt. This Agreement resolves transactions contemplated hereby, including any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to breach of representation or arising from the Debtwarranty or negligent misrepresentation.

Mutual Release. The Parties(a) Effective automatically upon the Closing, the Seller, on behalf of themselves, their predecessors, successors, direct itself and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneysequityholders, successors, assigns, controlling Persons and controlled Affiliates (each a “Seller Releasor”), irrevocably and unconditionally releases and forever discharges each of the Acquired Companies, and the respective directors, officers, employees, agents, employees, managers, representatives, assignssuccessors and assigns of each of the foregoing (collectively, and successors in interest, the “Seller Releasees”) from any and all persons acting byclaims, throughcontentions, underdemands, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suitsdamages, costs, expenses, obligations, losses, rights, demandssuits, costsaccountings, lossesorders, debtsjudgments, penaltiesobligations, fees, wages, medical costs, pain agreements and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, liabilities of any kind or nature whatsoever, whether known or unknown, which either Party haswhether suspected or unsuspected, and whether at law or in equity, that the Seller Releasors may have against the Seller Releasees, in any capacity, whether directly or derivatively through another Person, arising contemporaneously with or prior to the transactions contemplated hereby, or on account of or arising out of any act, omission, transaction, matter, cause or event occurring contemporaneously with or up to and including the Closing Date; provided that nothing contained in this Section 10.08 shall limit in any manner (i) any rights to indemnification or to advancement or reimbursement of expenses to which the current and former directors and officers of the Acquired Companies may have hadbe entitled hereunder or pursuant to the Acquired Companies’ organizational documents, against (ii) any rights of any Seller Releasor pursuant to this Agreement or the other Party, whether agreements and instruments contemplated hereby (including the Pre-Closing Restructuring Documents) or not apparent or yet to be discovered, or which may hereafter develop, (iii) any claims for any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the DebtFraud.

Mutual Release. The Parties(a) Except for the Trust Retained Claims, effective as of the consummation of the Closing, the Xxxxxxx Trust hereby, on its own behalf and on behalf of themselvesits former, current or future parents, Subsidiaries, and Affiliates (including controlling persons) (each a “Releasing Trust Person”), through or on behalf of such Releasing Trust Person, forever fully, unequivocally and irrevocably releases and discharges and agrees to hold harmless to the fullest extent permitted by law MTH, MIC, Newco, the Company, the Subsidiaries and each of their predecessorsrespective Affiliates, successorseach of the MIC Directors (in their capacities as directors of the Company and its Subsidiaries) and each of the foregoing Person’s respective Affiliates and such Person’s and its respective Affiliates’ past, direct present and future shareholders, directors, officers, partners, managers, members, employees, counsel, agents and representatives and each of their respective successors and assigns, in each case, as and to the extent applicable (collectively, the “MTH Released Parties”) from any and all past or present, direct, indirect parent companiesand derivative actions, direct suits, claims, rights, counts, sums of money, attorneys’ fees, covenants, agreements, demands, debts, promises, judgments, Liabilities, obligations of any kind whatsoever in law or equity and indirect subsidiary companiescounts and causes of action of every kind and nature, companies or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses of any kind or nature) on or prior to the Closing, arising out of or related to the Xxxxxxx Trust’s ownership (directly or indirectly) of equity in the Company, the Shareholders’ Agreement, the Company, the Subsidiaries or any matter, cause or event occurring on or prior to the Closing, which any Releasing Trust Person can, shall or may have against any MTH Released Party or the MTH Released Parties, whether known or unknown, foreseen or unforeseen, concealed or hidden, suspected or unsuspected, anticipated or unanticipated, both at law or in equity, whether or not arising contemporaneously with or prior to the Closing, or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing as well as any matter that may now exist or may hereinafter accrue based on matters now known as well as unknown (collectively, the “Trust Released Claims”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced or consenting to the commencement of) any proceeding of any kind before any Government Authority, against any MTH Released Party based upon any Trust Released Claim. Notwithstanding the preceding sentence of this Section 12.19(a), “Trust Released Claims” does not include, and the provisions of this Section 12.19(a) shall not release or otherwise diminish, (i) the obligations of MIC, MTH, Newco or the Company expressly set forth in any provisions of this Agreement or any other agreement or document contemplated herein, (ii) the obligations of the Company or a Subsidiary to indemnify, defend and hold harmless, or advance expenses, to its directors, managers, officers and employees under common control with the Company’s or the Subsidiaries’ governing/organizational documents, (iii) the obligations of any insurer under any insurance policy, or (iv) any of the obligations under the Specified Contracts (collectively, the “Trust Retained Claims”). In furtherance of the foregoing, affiliates and assignsexcept as expressly provided herein, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby the Releasing Trust Persons specifically intend this release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related the broadest possible release permitted under law with respect to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debtmatters released hereunder.

Mutual Release. The Parties(a) In consideration of Lender's agreements set forth herein, on behalf of Borrowers and Shareholders, for themselves, their predecessorsAffiliates, and the respective successors, direct heirs and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any assigns of each of the foregoingforegoing (collectively, affiliates some or all of such persons and assignsentities shall be referred to herein as the "BORROWER RELEASORS" and each reference to a "BORROWER RELEASOR" herein shall refer to each such person or entity individually), do hereby fully, forever and irrevocably release, discharge and acquit Lender, and its respective past and their past, presentpresent Affiliates, and future the respective past and present officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, employees of each and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoingforegoing entities, affiliates and assigns and its and their pastrespective successors, presentheirs, and future assigns, and any other person or entity now, previously, or hereafter affiliated with any or all of the foregoing entities (Lender, together with each and all said Affiliates, officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns agents and successors in interest, employees shall be referred to collectively hereinbelow as the "BORROWER RELEASED PARTIES" and each such reference shall refer jointly and severally to each and all of Lender and such other persons acting by, through, under or in concert with them, and each entities) of them, and from any and all known and unknown charges, complaintsrights, claims, grievancesdemands, obligations, liabilities, obligationsindebtedness, promisesbreaches of contract, agreementsbreaches of duty or any relationship, controversiesacts, damagesomissions, actionsmisfeasance, malfeasance, cause or causes of action, suitsdebts, rightssums of money, demandsaccounts, compensations, contracts, controversies, promises, damages, costs, losseslosses and expenses of every type, debtskind, penaltiesnature, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred)description or character, and punitive damagesirrespective of how, why, or by reason of what facts, whether heretofore or now existing, or that could, might, or may be claimed to exist, of any nature whatsoeverwhatever kind or name, whether known or unknown, which either Party hassuspected or unsuspected, liquidated or unliquidated, claimed or unclaimed, whether based on contract, tort, breach of any duty, or may have hadother legal or equitable theory of recovery, against each as though fully set forth herein at length (collectively, a "CLAIM" or the other Party"CLAIMS") arising from or out of, whether or not apparent or yet to be discoveredconnected with, or which may hereafter developrelating to this Agreement, for any acts the transactions contemplated hereby, or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debtadministration hereof.

Mutual Release. The PartiesEffective as of the Closing Date and the payment of the entire Purchase Price by the Purchaser to the Seller, on behalf the Purchaser, the Seller, and the Company, for each of themselvesthem and their respective, their predecessorsas applicable, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, legal representatives, assigns, and successors in interest, assigns and all persons acting claiming by, through, under, through or in concert with under them, and each of themtheir respective, hereby release as applicable, members, parent, subsidiary and/or affiliated companies or entities, shareholders, officers, directors, partners, members, employees, agents, representatives and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any attorneys of all of the foregoing, affiliates and assigns and its and their pastrespective successors, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, legal representatives, assigns and successors in interestall persons claiming by, through or under any of them (collectively, "Representatives"), do hereby release, acquit and forever discharge each other and their respective Representatives from and against any and all persons acting by, through, under or in concert with them, and each manner of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rightsdebts, demandsdues, sums of money owed to them, compensation, commissions, covenants, costs, lossesjudgments, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred)damages, and punitive damagesclaims, demands and actions of whatever nature or kind, in law or in equity (collectively, the "Claims") which any of them now have or had or may ever have against each other and all of their respective Representatives, singularly or in combination, on account of, arising out of, or in connection with any matter, transaction, act, omission or other involvement of whatever nature whatsoever, known or unknownkind from the beginning of time through the end of time, which either Party hasin any way relate to (a) the Seller's investment and membership in the Company, (b) any and all rights and obligations under the Company's current or any former Operating Agreements, (c) any and all rights and obligations under any other agreements or understandings relating to the Seller's investment in and ownership of the Company's business or assets, including without limitation any and all financial reporting and accounting matters associated therewith, (d) the transfer of the Interest, (e) any other matters, directly or indirectly, relating to any of the foregoing, or may have had(f) matters relating to this Agreement, against except for any obligations set forth in this Agreement which are expressly intended to survive the Closing Date or expressly intended to occur after the Closing Date. Each of the Purchaser, the Seller and the Company, as of the Closing Date agree to indemnify and hold the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, and all of its respective Representatives harmless including without limitation, compensatory damagesthe obligation to pay the other's legal fees and expenses arising out of any Claims made in violation of the release and indemnity provisions contained in this section of the Agreement. Not in limitation of the foregoing, damages but as further illustration, each of the Purchaser, the Seller and the Company covenant and agree, as of the Closing Date for breach and on behalf of contracteach of them and their respective Representatives, bad faith damagesto forever refrain from instituting, reliance damagesprosecuting, liquidated damagesasserting or otherwise pursuing or pressing against each other any Claims which are released hereby. The terms of this section are intended to survive the Closing forever. The foregoing mutual release contained in this Section 7 of this Agreement is not intended to terminate or release any obligations under various declarations of restrictions, damages for humiliation curb cut and embarrassment, punitive damages, costs access maintenance agreements and attorneys fees related sign easement agreements relating to or arising from certain real estate adjacent to the DebtCenter.

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

Mutual Release. The Biopure Parties, on their own respective behalf and on behalf of themselvestheir respective executors, their predecessorsadministrators, successorslegal or personal representatives, direct affiliates, successors or assigns, on the one hand, and indirect parent companiesBraux, direct xx its own behalf, and indirect subsidiary companieson behalf of its affiliates, companies under common control with any of the foregoing, affiliates successors and assigns, on the other hand, do hereby mutually and its reciprocally remise, release and their pastforever discharge each other and the respective administrators, presentexecutors, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, legal or personal representatives, assignssuccessors and assigns of each other, of and successors in interestfrom all, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damagesmanner of, actions, causes of action, suits, rights, demands, costs, losses, debts, penaltiesdues, feessums of money, wagesaccounts, medical costsreckonings, pain and sufferingcovenants, mental anguishcontracts, emotional distresscontroversies, expenses (including attorneys’ fees and costs actually incurred)agreements, and punitive promises, commissions, damages, judgments, executions, claims, third-party claims and demands whatsoever in law or in equity that they or either of them ever had, now has, or that they or their administrators, executors, legal or personal representatives, successors and assigns hereafter can or may have, by reason of any nature whatsoeveract, omission, matter, cause or thing whatsoever occurring at any time prior to the execution of these presents, whether known or unknown, which either Party hassuspected or unsuspected, foreseen or may have hadunforeseen, against the other Partyliquidated or unliquidated, whether matured or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debtunmatured. This release does not affect any rights or relationships between the Biopure Parties inter se. Notwithstanding anything in this Agreement resolves any claim for relief that could have been allegedto the contrary, no matter how characterized, including, without limitation, compensatory damages, damages for breach the provisions of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation this Section shall not apply to the rights and embarrassment, punitive damages, costs and attorneys fees related duties of the parties hereto which are contained in this Agreement or the Escrow Agreement or limit the respective rights of the parties hereto to enforce the terms of this Agreement or arising from the DebtEscrow Agreement.

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

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

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

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