Common use of Mutual Release Clause in Contracts

Mutual Release. (a) As of the date hereof, the Company, on behalf of itself and each of its successors, Subsidiaries, controlled Affiliates, divisions and assignees (the “Company Releasors”) does, to the fullest extent permitted by law, hereby fully release, forever discharge and covenant not to xxx any of the Purchasers, any of their respective successors, Subsidiaries, Affiliates, equity or debt financing sources, divisions, or assignees, and any of its or their respective past, present, or future officers, directors, employees, incorporators, members managers, partners, shareholders, parents, representatives, agents, financial advisors, auditors, attorneys, heirs, administrators, devisees or legatees (collectively the “Purchasers Releasees”), of, from, and with respect to, any and all manner of claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, expenses and fees (including attorney’s, financial advisor’s, lender’s or other fees) whatsoever, whether arising in law or equity, whether based on any federal, state or foreign law or right of action, mature or unmatured, contingent or fixed, liquidated or unliquidated, known or unknown, accrued or unaccrued, which the Company Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Purchasers Releasees or any of them, in connection with, arising out of or which are in any way related to any action or inaction taken at or prior to the execution of this Agreement by any Purchaser Releasees in connection with the Purchase Agreement and any other agreement entered into by the Parties (or any of them) in connection therewith, including but not limited to, the Original Agreement, the Investors Rights Agreement and the Royalty Agreement (each, a “Transaction Document” and collectively, the “Transaction Documents”), the exclusivity agreements, term sheets and confidentiality agreements entered into by the Company and Apollo Management VII, L.P. prior to the date hereof (including, without limitation, the exclusivity agreements dated September 6, 2012 and October 25, 2012 and the confidentiality agreement dated March 5, 2012 (collectively, the “Apollo Agreements”)), or the Transactions, or any duties, actions, omissions, commitments, agreements, transactions, statements, or representations made to the Company Releasors in connection with Transaction Documents, the Apollo Agreements or the Transactions, which include any actions taken at or prior to the execution of this Agreement in connection with the proposed amendments to the Purchase Agreement; provided, however, that nothing herein shall be deemed to constitute a release, discharge or covenant not to xxx with respect to any claim, action, cause of action or suit arising on or after the date of this Agreement with respect to any breach of this Agreement or the promissory notes being issued pursuant to Section 4(b) hereof.

Mutual Release. Upon the Closing Date, (a) As of the date hereof, the CompanySeller shall, on behalf of itself and each of its predecessors, successors, Subsidiariespresent and former affiliates, controlled Affiliatessubsidiaries, divisions and assignees (the “Company Releasors”) doesparents, to the fullest extent permitted by lawassigns, hereby fully release, forever discharge and covenant not to xxx any of the Purchasers, any of their respective successors, Subsidiaries, Affiliates, equity or debt financing sources, divisions, or assignees, and any of its or their respective past, present, or future officers, directors, employees, incorporators, members managersstockholders, partners, shareholdersmanagers, members, employees and agents and each and all of their respective affiliates and subsidiaries (collectively, the “Seller Related Parties”) release and forever discharge Buyer and its respective predecessors, successors, present and former affiliates, subsidiaries, parents, representativesassigns, agentsofficers, financial advisorsdirectors, auditorsstockholders, attorneyspartners, heirsmanagers, administratorsmembers, devisees or legatees employees and agents and each and all of their respective affiliates and subsidiaries (collectively collectively, the “Purchasers ReleaseesBuyer Related Parties”), of, from, and with respect to, ) from any and all manner of claims, rights, actions, causes of action, suits, liensdebts, obligationsdues, sums of money, accounts, debtsreckonings, demandscontroversies, agreements, promises, liabilitiesdamages, controversies(whether compensatory, punitive, statutory, interest, costs, expenses attorneys’ fees or otherwise), judgments, executions, claims, counterclaims, demands, and fees (including attorney’s, financial advisor’s, lender’s or other fees) whatsoeverforms of liability howsoever denominated, whether arising in at law or in equity, whether based on any federalcontract, state tort, statute or foreign law or right of actionotherwise (collectively, mature or unmatured, contingent or fixed, liquidated or unliquidated, known or unknown, accrued or unaccruedthe “Released Claims”), which each and all of the Company ReleasorsSeller Related Parties now owns or holds, has at any time heretofore owned or any of them, ever had or now have or can have or shall held or may hereafter have own or hold against any one or more of the Purchasers Releasees or any of them, in connection withBuyer Related Parties as a result of, arising out of or which are relating in any way to the Company Operating Agreement, the Management Agreement, the Company, the Subsidiaries or the Property and any other lease, license, agreement, arrangement or understanding (whether written or otherwise) in any way related to any action or inaction taken at or prior to arising out of the execution of this Agreement by any Purchaser Releasees in connection with the Purchase Agreement and any other agreement entered into by the Parties (or any of them) in connection therewith, including but not limited to, the Original Agreement, the Investors Rights Agreement and the Royalty Agreement (each, a “Transaction Document” and collectively, the “Transaction Documents”), the exclusivity agreements, term sheets and confidentiality agreements entered into by the Company and Apollo Management VII, L.P. prior to the date hereof (including, without limitation, the exclusivity agreements dated September 6, 2012 and October 25, 2012 and the confidentiality agreement dated March 5, 2012 foregoing (collectively, the “Apollo AgreementsProperty-Related Obligations”) and (b) Buyer shall, on behalf of itself and its predecessors, successors, present and former affiliates, subsidiaries, parents, assigns, officers, directors, stockholders, partners, managers, members, employees and agents and each and all of their respective affiliates and subsidiaries (collectively, the “Buyer Related Parties”)), release and forever discharge each and all of the Seller Related Parties from the Released Claims which each and all of the Buyer Related Parties now owns or holds, has at any time heretofore owned or held or may hereafter own or hold against any one or more of the TransactionsSeller Related Parties as a result of, arising out of or relating in any duties, actions, omissions, commitments, agreements, transactions, statements, or representations made way to the Company Releasors in connection with Transaction DocumentsProperty-Related Obligations. Notwithstanding the foregoing, the Apollo Agreements or the Transactions, which term “Released Claims” shall not include any actions taken at or prior to claims arising out of obligations under this Agreement. The releases described this Section 11 shall be self-operative upon the Closing and shall not require the execution of this Agreement in connection with the proposed amendments to the Purchase Agreement; provided, however, that nothing herein shall be deemed to constitute a release, discharge or covenant not to xxx with respect to any claim, action, cause of action or suit arising on or after the date additional instrument. The provisions of this Agreement with respect to any breach of this Agreement or Section 11 shall survive the promissory notes being issued pursuant to Section 4(b) hereofClosing.

Mutual Release. In connection with the execution of this Agreement, Executive, on behalf of Executive, Executive’s descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to sue and fully releases and discharges the Company and each of its parents, subsidiaries and affiliates, past and present, as well as its and their trustees, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present (a) As and including, without limitation, any current or former members of the Board of Directors of Society Pass Incorporated (the ”Board”)), and each of them, hereinafter together and collectively referred to as the “Releasees,” with respect to and from any and all claims, wages, demands, rights, liens, agreements or contracts (written or oral), covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (each, a “Claim”), which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees (including, without limitation, any Claim arising out of or in any way connected with Executive’s service as an officer, director, employee, member or manager of any Releasee, Executive’s separation from Executive’s position as an officer, director, employee, manager and/or member, as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever), whether known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date hereofof this Agreement (the “Release”). In connection with the execution of this Agreement, the Company, on behalf of itself its Board, subsidiaries, affiliate companies, associate companies, fully releases and each of its successorsdischarges the Executive, Subsidiaries, controlled Affiliates, divisions and assignees (the “Company Releasors”) does, to the fullest extent permitted by law, hereby fully release, forever discharge and covenant not to xxx any of the Purchasers, any of their respective successors, Subsidiaries, Affiliates, equity or debt financing sources, divisions, or assignees, and any of its or their respective past, present, or future officers, directors, employees, incorporators, members managers, partners, shareholders, parents, representatives, agents, financial advisors, auditors, attorneys, heirs, administrators, devisees or legatees (collectively the “Purchasers Releasees”), of, from, and with respect to, from any and all manner of claims, rightsliability, actions, causes of actionactions, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, expenses and fees (including attorney’s, financial advisor’s, lender’s or other fees) whatsoeverclaims of any nature, whether arising in law or equity, whether based on any federal, state or foreign law or right of action, mature or unmatured, contingent or fixed, liquidated or unliquidated, known or unknown, accrued or unaccrued, which the Company Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Purchasers Releasees or any of them, in connection with, arising out of or which are in any way related to any action or inaction taken at or prior to the execution of this Agreement by any Purchaser Releasees in connection with the Purchase Agreement Executive’s employment and all interactions, agreements, contracts, express or implied. This Mutual Release, however, does not apply to any other agreement entered into by the Parties (or any claim which as a matter of them) in connection therewithlaw cannot be released, including including, but not limited to, claims for unemployment insurance benefits and workers’ compensation claims. The Parties agree that it is their respective intent to release all claims which they can legally release. This Mutual Release excludes claims that cannot be released or waived by law. This Mutual Release does not apply to any obligation of the Original Agreement, Company to Executive pursuant to any of the Investors Rights Agreement and the Royalty Agreement following: (each, a “Transaction Document” and collectively, the “Transaction Documents”), the exclusivity agreements, term sheets and confidentiality agreements entered into 1) any equity-based awards previously granted by the Company and Apollo Management VIIor its affiliates to Executive, L.P. prior to the date hereof extent that such awards continue after the termination of Executive’s employment with the Company in accordance with the applicable terms of such awards (includingand subject to any limited period in which to exercise such awards following such termination of employment); (2) any right to indemnification that Executive may have pursuant to the Bylaws of the Company, without limitation, its Articles of Incorporation or under the exclusivity agreements dated September 6, 2012 and October 25, 2012 and the confidentiality agreement dated March 5, 2012 (collectively, the “Apollo Agreements”)), or the Transactions, Employment Agreement or any duties, actions, omissions, commitments, agreements, transactions, statements, or representations made to other written indemnification agreement with the Company Releasors in connection with Transaction Documents, (or any corresponding provision of any subsidiary or affiliate of the Apollo Agreements Company) or the Transactions, which include any actions taken at or prior to the execution of this Agreement in connection with the proposed amendments to the Purchase Agreement; provided, however, that nothing herein shall be deemed to constitute a release, discharge or covenant not to xxx applicable state law with respect to any claimloss, actiondamages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’s service as an employee, cause officer or director of action the Company or suit arising on any of its subsidiaries or after the date of this Agreement affiliates; (3) with respect to any breach of rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; or (4) any rights to payments or benefits under this Agreement or the promissory notes being issued pursuant to Section 4(b) hereofAgreement.

Mutual Release. (a) As of the date hereof, the CompanyThe Parties, on behalf of itself themselves and on behalf of each of its their respective predecessors, successors, Subsidiariesassigns, controlled Affiliatesaffiliates, divisions agents, advisors, employees, partners, members, managers, directors, officers, principals, shareholders, owners, trustees, representatives and assignees other affiliated or related Persons (the “Company ReleasorsReleasing Parties” and each is referred to herein individually as a “Releasing Party”) does), to the fullest extent permitted by lawfor good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, hereby fully irrevocably and unconditionally release, acquit, and forever discharge each other and covenant not to xxx any of the Purchasers, any of their respective predecessors, successors, Subsidiariesassigns, Affiliatesaffiliates, equity or debt financing sourcesagents, divisionsadvisors, or assigneesemployees, and any of its or their respective pastpartners, presentmembers, or future officersmanagers, directors, employeesofficers, incorporators, members managers, partnersprincipals, shareholders, parentsowners, representativestrustees, agentsrepresentatives and other affiliated or related Persons (collectively, financial advisors, auditors, attorneys, heirs, administrators, devisees or legatees (collectively the “Purchasers Releasees”), of, from, ) from and with respect to, against any and all manner of claims, demands, charges, costs, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, suitsarbitration, lienstax assessments, obligations, debts, expenses, attorneys’ fees, damages (including direct, indirect, special or consequential damages), judgments, sums of money, accounts, debtsreckonings, demandsbonds, agreementsbills, promises, liabilitiesspecialties, controversies, costsindemnities, expenses variances, trespasses, compensation, fines, penalties, losses, orders and fees (including attorney’sliabilities, financial advisor’sof whatever kind or nature in law, lender’s equity or other fees) whatsoeverotherwise, whether arising now known or unknown, compulsory or permissive, sounding in law tort, contract, statutory or equityregulatory violation or otherwise, whether based on any federalsuspected or unsuspected, state discovered or foreign law undiscovered, foreseen or right of actionunseen, mature vested or unmaturedcontingent, contingent accrued or fixedunaccrued, liquidated or unliquidated, known asserted or unknownunasserted, accrued matured or unaccruedunmatured, direct or indirect, derivative or subrogated, individual, class, representative, or other capacity (collectively, “Claims”), which the Company Releasorsany Releasing Party now owns or holds, or has at any of themtime heretofore owned or held, ever had or now have or can have or shall or may hereafter have against the Purchasers Releasees or any of themReleasees, in connection witheach case, arising out of or which are in any way relating to the negotiation, terms and performance or non-performance of the Collaboration Agreement, and any related ancillary agreement, including the Supply Agreement and Quality Agreement (other than the Tax Matters Agreement) (all of the Claims referred to above in this paragraph 5 are collectively referred to herein as the “Released Claims”). Notwithstanding the foregoing, nothing contained in this paragraph 5 shall release or relieve any action obligations of any Releasee (as applicable), or inaction taken at or prior any rights of any Releasing Party (as applicable), under this Letter Agreement. Each Party understands that there is a risk that subsequent to the execution of this Letter Agreement the claims of such Party with respect to the subject matter hereof may be discovered to be greater or less than such Party now expects or anticipates. Each Party assumes this risk and the releases contained herein shall apply to all unknown, undiscovered, or unanticipated results, as well as those known, discovered and anticipated. Each Party expressly waives and relinquishes all rights and benefits afforded by any Purchaser Releasees in connection with Section 1542 of the Purchase Agreement California Civil Code and analogous statutes, and any other agreement entered into by law of any state or territory of the Parties (United States, or any principle of them) in connection therewith, including but not limited to, the Original Agreement, the Investors Rights Agreement and the Royalty Agreement (each, a “Transaction Document” and collectively, the “Transaction Documents”), the exclusivity agreements, term sheets and confidentiality agreements entered into by the Company and Apollo Management VII, L.P. prior to the date hereof (including, without limitation, the exclusivity agreements dated September 6, 2012 and October 25, 2012 and the confidentiality agreement dated March 5, 2012 (collectively, the “Apollo Agreements”))common law, or the Transactions, or law of any duties, actions, omissions, commitments, agreements, transactions, statements, or representations made to the Company Releasors in connection with Transaction Documents, the Apollo Agreements or the Transactions, which include any actions taken at or prior to the execution of this Agreement in connection with the proposed amendments to the Purchase Agreement; provided, howeverforeign jurisdiction, that nothing herein shall be deemed is similar, comparable or equivalent to constitute a release, discharge or covenant not to xxx Section 1542 of the California Civil Code with respect to any claimall claims and other rights released in this paragraph 5, actionand does so understanding and acknowledging the significance and consequence of such specific waiver of Section 1542. Section 1542 of the California Civil Code states as follows, cause of action or suit arising on or after the date of this Agreement with respect to any breach of this Agreement or the promissory notes being issued pursuant to Section 4(b) hereofwhich provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Mutual Release. (a) As Except with respect to any claims arising under this Agreement, each of the date hereofMEC and Hxxx, on behalf of itself, the Company, on behalf of itself MMAC, their Affiliates, and each of its successors, Subsidiaries, controlled Affiliates, divisions and assignees (the “Company Releasors”) does, to the fullest extent permitted by law, hereby fully release, forever discharge and covenant not to xxx any of the Purchasers, any of their respective successors, Subsidiaries, Affiliates, equity or debt financing sources, divisions, or assignees, and any of its or their respective past, presentpresent and future parents, or divisions, Affiliates, subsidiaries, holding companies, and all of its and their respective past, present and future employees, officers, directors, employeesshareholders, incorporatorsmembers, members managersequity holders, advisors, partners, shareholders, parents, representativesinsurers, agents, financial advisorsendorsers, auditorssureties, guarantors, attorneys, heirsrepresentatives and consultants, administratorsand the successors and assigns of each (collectively, devisees or legatees (collectively the “Purchasers ReleaseesMEC Parties”), ofhereby irrevocably, fromunconditionally and completely releases, waives, relinquishes, dismisses and discharges Seller and each Seller Related Entity and their respective past, present and future parents, divisions, subsidiaries, holding companies, and with respect toall of its and their respective past, present and future employees, officers, directors, shareholders, members, equity holders, advisors, partners, insurers, agents, endorsers, sureties, guarantors, attorneys, representatives and consultants, and the successors and assigns of each (collectively, “Seller Parties”), from any and all manner of claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversiescharges, costs, expenses and fees (including attorney’sreasonable attorneys’ fees), financial advisor’slosses, lender’s damages or other fees) whatsoeverdemands of any kind or character, whether arising in law or equity, whether based on any federal, state or foreign law or right of action, mature or unmatured, contingent or fixed, liquidated or unliquidated, known or unknown, accrued at law or unaccruedin equity and regardless of legal theory (collectively, “Claims”), which the Company Releasorsany MEC Party, or any of themnow has, has ever had or now have or can have or shall had, or may hereafter have against the Purchasers Releasees any Seller Party or any of thempersons acting by, through, under or in connection withconcert with any Seller Party or that might be claimed to be jointly or severally liable with any Seller Party, solely to the extent arising out of or which are in any way related to any action or inaction taken at or prior otherwise relating to the execution of this Agreement by any Purchaser Releasees in connection with the Purchase Agreement and any other agreement entered into by the Parties (or any of them) in connection therewithCompany, including but not limited to, the Original Agreement, the Investors Rights Agreement and the Royalty Agreement (each, a “Transaction Document” and collectively, the “Transaction Documents”), the exclusivity agreements, term sheets and confidentiality agreements entered into by the Company and Apollo Management VII, L.P. prior to the date hereof (including, without limitation, Claims relating to or arising out of (i) Seller’s ownership of the exclusivity agreements dated September 6Seller’s Interest in the Company, 2012 and October 25(ii) Seller’s status as a member of the Company, 2012 and (iii) the confidentiality agreement dated March 5, 2012 (collectively, the “Apollo Ancillary Agreements”)), or (iv) the Transactions, or any duties, actions, omissions, commitments, agreements, transactions, statements, or representations made to the Company Releasors in connection with Transaction Documents, the Apollo Agreements or the Transactions, which include any actions taken at or prior to the execution of this Agreement in connection with the proposed amendments to the Purchase Management Agreement; provided, however, that nothing herein shall be deemed to constitute a release, discharge or covenant not to xxx with respect to any claim, action, cause of action or suit arising on or after the date of this Agreement with respect to any breach of this Agreement or the promissory notes being issued pursuant to Section 4(b) hereof.

Mutual Release. (a) As Effective as of the date hereofClosing, the Company, each of Buyer (on behalf of itself and its Affiliates and Subsidiaries (including, as of and following the Closing, the Group Companies, ZMC Blocker and Management Holdcos), the Company, ZMC Blocker, Management Holdcos and each of its successors, Subsidiaries, controlled Affiliates, divisions and assignees (the “Company Releasors”) does, to the fullest extent permitted by law, hereby fully release, forever discharge and covenant not to xxx any of the Purchasers, any of their respective successors, Subsidiaries, Affiliates, equity or debt financing sources, divisions, or assignees, and any of its or their respective past, present, present or future successors, assigns, members, managers, officers, directors, employees, incorporators, members managersdirect and indirect equityholders, partners, shareholdersemployees, parents, representativesAffiliates, agents, financial advisorsattorneys and other Representatives (including their past, auditorspresent or future officers and directors)) (collectively, attorneys, heirs, administrators, devisees or legatees (collectively the “Purchasers ReleaseesBuyer Releasors”) hereby releases each Seller and its Affiliates and its and their respective past, present and future successors, assigns, members, managers, officers, directors, direct and indirect equityholders, partners, employees, Affiliates, agents, attorneys and other Representatives (including their past, present or future officers and directors), and each of them (collectively, the “Seller Released Parties”), of, from, and with respect to, from any and all manner of claims, rightsactions, actionssuits, causes of action, suits, liens, obligationsdamages, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, expenses liabilities and fees obligations (including attorney’s, financial advisor’s, lender’s or other attorneys’ fees) whatsoeverheld by any Buyer Releasor, whether arising in law known or equityunknown, whether based on any federal, state or foreign law or right of action, mature matured or unmatured, contingent suspected or fixedunsuspected, liquidated or unliquidated, known absolute or unknowncontingent, accrued direct or unaccruedderivative, which the Company Releasors, and agrees not to bring or threaten to bring or otherwise join in any claim against any of them, ever had or now have or can have or shall or may hereafter have against the Purchasers Releasees or any of themSeller Released Parties, in connection witheach case, relating to, arising out of or in connections with any facts or circumstances which are in any way related to any action or inaction taken at existed on or prior to the execution Closing Date relating to or arising out of this Agreement by any Purchaser Releasees in connection with the Purchase Agreement and any other agreement entered into by the Parties (i) Sellers’ ownership of (or any of themother Seller Released Parties’ indirect equity interest in) in connection therewiththe Group Companies, including but not limited to, the Original Agreement, the Investors Rights Agreement and the Royalty Agreement ZMC Blocker or Management Holdcos (each, a “Transaction Document” and collectively, the “Transaction Documents”), the exclusivity agreements, term sheets and confidentiality agreements entered into by the Company and Apollo Management VII, L.P. prior to the date hereof (including, without limitation, the exclusivity agreements dated September 6, 2012 and October 25, 2012 and the confidentiality agreement dated March 5, 2012 (collectively, the “Apollo Agreements”)), or the Transactionsoperation or control thereof) or (ii) any Seller Released Parties’ respective service as a director, manager or officer of any of the Group Companies, ZMC Blocker or any dutiesManagement Holdco or any direct or indirect equityholder of any of the Group Companies, actions, omissions, commitments, agreements, transactions, statements, ZMC Blocker or representations made to the Company Releasors in connection with Transaction Documents, the Apollo Agreements or the Transactions, which include any actions taken at or prior to the execution of this Agreement in connection with the proposed amendments to the Purchase AgreementManagement Holdco; provided, however, that nothing herein the foregoing shall be deemed not apply to constitute a release, discharge or covenant not to xxx any claim with respect to any claim, action, cause of action or suit arising on or after the date of this Agreement with respect to any breach of post-Closing periods which is specifically provided for under this Agreement or the promissory notes being issued pursuant to Section 4(b) hereofany other Ancillary Document.

Mutual Release. (a) As Effective as of the date hereofClosing, except for any rights or remedies arising under the Companycovenants and agreements (i) under this Agreement that survive the Closing under Section 7.1 (including, for the avoidance of doubt, any rights of indemnification under Article VII) or (ii) under any Ancillary Agreement, Module Purchase Order or Surviving Affiliate Contract, and except in the case of Fraud, Buyer, on behalf of itself and each of its successors, Subsidiaries, controlled Affiliates, divisions Subsidiaries (including the Acquired Companies) and assignees (the “Company Releasors”) does, to the fullest extent permitted by law, hereby fully release, forever discharge its and covenant not to xxx any of the Purchasers, any of their respective successors, Subsidiaries, Affiliates, equity or debt financing sources, divisions, or assignees, and any of its or their respective past, present, or present and future officers, directors, employees, incorporatorsagents, members general or limited partners, managers, partnersmanagement companies, shareholdersmembers, parentsadvisors, representativesdirect or indirect equityholders, controlling Persons, other Representatives or controlled Affiliates and any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “Buyer Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges Seller and its Affiliates, and Seller’s and such Affiliates’ respective past, present and future officers, directors, employees, agents, financial general or limited partners, managers, management companies, members, advisors, auditorsdirect or indirect equity holders, attorneyscontrolling Persons, heirsother representatives or Affiliates, administratorsand any heir, devisees executor, administrator, successor or legatees assign of any of the foregoing (collectively collectively, the “Purchasers ReleaseesSeller Released Parties”), of, ) of and from, and with respect irrevocably and unconditionally waives and relinquishes any rights, claims or remedies arising from or related to, any and all manner of claims, rights, actionsClaims, causes of action, suitsOrders, liensassessments, damages, deficiencies, losses, fines, interest, liabilities (including any indebtedness), obligations, accountspenalties, debts, demands, agreements, promises, liabilities, controversies, costs, expenses executions and fees covenants whatsoever (including attorney’s, financial advisor’s, lender’s or other fees) whatsoeverin each case, whether arising in law or equityaccrued, whether based on any federal, state or foreign law or right of action, mature or unmaturedabsolute, contingent or fixed, liquidated or unliquidatedotherwise, known or unknown, accrued or unaccrueddue or to become due, which express or implied, in law or in equity, or based on contract, tort or otherwise) that any Buyer Releasing Party may have against any of the Seller Released Parties, now or in the future, in each case related to (a) the Company ReleasorsInterests, (b) the FS Development Platform or the operation thereof, (c) the Acquired Companies, (d) this Agreement, (e) any actions taken or failed to be taken by any Seller Released Party in any capacity related to or affecting the FS Development Platform or any Acquired Company occurring or arising on or prior to, or any of them, ever had or now have or can have or shall or may hereafter have against the Purchasers Releasees or any of them, in connection with, arising out of or which are in any way related to any action or inaction taken at or period prior to the execution of this Agreement by any Purchaser Releasees in connection with the Purchase Agreement and any other agreement entered into by the Parties (or any of them) in connection therewith, including but not limited to, the Original AgreementClosing Date or (f) any other cause, the Investors Rights Agreement and the Royalty Agreement (each, a “Transaction Document” and collectively, the “Transaction Documents”), the exclusivity agreements, term sheets and confidentiality agreements entered into by the Company and Apollo Management VII, L.P. prior matter or thing relating to the date hereof (including, without limitation, FS Development Platform or the exclusivity agreements dated September 6, 2012 and October 25, 2012 and the confidentiality agreement dated March 5, 2012 (collectively, the “Apollo Agreements”)), Acquired Companies or the Transactions, including any claim for breach of contract, breach of representation or any dutieswarranty or negligent misrepresentation. Buyer, actionson behalf of the Buyer Releasing Parties, omissions, commitments, agreements, transactions, statementsunderstands that the Buyer Releasing Parties currently have sustained, or representations currently have or are subject to, or may in the future sustain or have or be subject to, as applicable, Claims, causes of action, Orders, assessments, damages, deficiencies, losses, fines, interest, liabilities (including any indebtedness), obligations, penalties, executions and covenants for which they might otherwise have made to the Company Releasors in connection with Transaction Documentsa claim, the Apollo Agreements or the Transactionssought a right or remedy, which include any actions taken at that are presently unknown or prior to the execution of this Agreement in connection with the proposed amendments to the Purchase Agreementunsuspected; provided, however, that nothing herein contained in this Section 10.2 shall be deemed limited in any manner (x) any rights of Buyer Releasing Party pursuant to constitute a release, discharge or covenant not to xxx with respect to any claim, action, cause of action or suit arising on or after the date of this Agreement with respect to any breach of this Agreement or any other agreement and instruments contemplated hereby (including the promissory notes being issued pursuant Reorganization) or (y) any Claims for Fraud. Buyer, on behalf of the Buyer Releasing Parties, acknowledges that the releases and waivers in this Section 10.2 have been agreed upon and given in light of such facts and that the releases and waivers are intended to Section 4(bapply to all Claims, causes of action, Orders, assessments, damages, deficiencies, losses, fines, interest, liabilities (including any indebtedness), obligations, penalties, executions and covenants. BUYER, ON BEHALF OF THE BUYER RELEASING PARTIES, HEREBY EXPRESSLY WAIVES THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE (“SECTION 1542”) hereofAND ANY OTHER STATE, FEDERAL, PROVINCIAL OR FOREIGN STATUTE OR COMMON LAW PRINCIPLE OF SIMILAR EFFECT. SECTION 1542 READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Mutual Release. (a) As Effective as of the date hereofClosing (but only if the Closing actually occurs), except for any rights or obligations under this Agreement and the Companyother Transaction Agreements, Buyer, on behalf of itself and each of its successorsSubsidiaries (including the Companies) on the one hand, and Seller, on behalf of itself and each of its Subsidiaries, controlled Affiliates, divisions and assignees (on the “Company Releasors”) does, to the fullest extent permitted by law, hereby fully release, forever discharge and covenant not to xxx any of the Purchasers, any of their respective successors, Subsidiaries, Affiliates, equity or debt financing sources, divisions, or assigneesother hand, and any each of its or and their respective past, presentpresent and/or future officers, directors, agents, general or limited partners, managers, management companies, members, advisors, stockholders, equity holders, controlling Persons, other representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges Seller and its Affiliates (other than the Companies), in the case of Buyer, and Buyer and its Affiliates (including the Companies), in the case of Seller, and each of the foregoing’s respective past, present or future officers, directors, employeesagents, incorporatorsgeneral or limited partners, members managers, partnersmanagement companies, shareholdersmembers, parents, representatives, agents, financial advisors, auditorsstockholders, attorneysequity holders, heirscontrolling Persons, administratorsother representatives or Affiliates, devisees or legatees any heir, executor, administrator, successor or assign of any of the foregoing (collectively collectively, the “Purchasers ReleaseesReleased Parties”), of, from, ) of and with respect to, from any and all manner of claims, rights, actions, causes of action, suits, liensproceedings, obligationsexecutions, judgments, duties, debts, dues, accounts, debtsbonds, demandsContracts and covenants (whether express or implied), agreements, promises, liabilities, controversies, costs, expenses and fees (including attorney’s, financial advisor’s, lender’s or other fees) whatsoever, claims and demands whatsoever whether arising in law or equity, in equity (whether based on any federalupon contract, state tort or foreign law or right of action, mature or unmatured, contingent or fixed, liquidated or unliquidated, known or unknown, accrued or unaccrued, otherwise) which the Company ReleasorsReleasing Parties may have against each of the Released Parties, now or in the future, in each case in respect of any cause, matter or thing relating to the Companies, the Business or any of them, ever had actions taken or now have or can have or shall or may hereafter have against the Purchasers Releasees or failed to be taken by any of them, in connection with, arising out of or which are the Released Parties in any way capacity related to any action Companies or inaction taken at the Business occurring or arising on or prior to the execution of this Agreement by any Purchaser Releasees in connection with the Purchase Agreement and any other agreement entered into by the Parties (or any of them) in connection therewith, including but not limited to, the Original Agreement, the Investors Rights Agreement and the Royalty Agreement (each, a “Transaction Document” and collectively, the “Transaction Documents”), the exclusivity agreements, term sheets and confidentiality agreements entered into by the Company and Apollo Management VII, L.P. prior to the date hereof (including, without limitation, the exclusivity agreements dated September 6, 2012 and October 25, 2012 and the confidentiality agreement dated March 5, 2012 (collectively, the “Apollo Agreements”)), or the Transactions, or any duties, actions, omissions, commitments, agreements, transactions, statements, or representations made to the Company Releasors in connection with Transaction Documents, the Apollo Agreements or the Transactions, which include any actions taken at or prior to the execution of this Agreement in connection with the proposed amendments to the Purchase Agreement; provided, however, that nothing herein shall be deemed to constitute a release, discharge or covenant not to xxx with respect to any claim, action, cause of action or suit arising on or after the date of this Agreement with respect to any breach of this Agreement or the promissory notes being issued pursuant to Section 4(b) hereofClosing Date.

Mutual Release. (a) As of the date hereof, the CompanyEach Party, on behalf of itself and each of its successorsparents, Subsidiaries, controlled Affiliates, divisions and assignees (the “Company Releasors”) does, to the fullest extent permitted by law, hereby fully release, forever discharge and covenant not to xxx any of the Purchasers, any of their respective successors, Subsidiariessubsidiaries, Affiliates, equity or debt financing sourcesagents, divisionsrepresentatives, or assignees, and any of its or their respective past, present, or future officers, directors, shareholders, employees, incorporatorsattorneys, members managersadvisors, partnersinsurers, licensees, sublicensees, successors, assigns, and heirs ("ASSOCIATED PARTIES"), hereby irrevocably releases and forever discharges each other Party and its parents, subsidiaries, Affiliates, agents, representatives, officers, directors, shareholders, parents, representatives, agents, financial advisors, auditorsemployees, attorneys, heirsadvisors, administratorsinsurers, devisees or legatees direct and indirect third-party manufacturers, suppliers, distributors, resellers, sales agents, customers, users, and licensees (collectively such directly and indirectly related persons, the “Purchasers Releasees”"COMMERCIAL PARTNERS"), ofsuccessors, fromassigns, and with respect toheirs (including, without limitation, all persons named as defendants in the Pending Litigation) of and from any and all manner of claims, rightscounterclaims, demands, actions, causes of action, suitsdamages, liensliabilities, losses, payments, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, costs and expenses and fees (including attorney’s, financial advisor’s, lender’s or other fees) whatsoever, whether arising in law or equity, whether based on any federal, state or foreign law or right of action, mature or unmatured, contingent or fixed, liquidated or unliquidated, known or unknown, accrued or unaccrued, which the Company Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Purchasers Releasees or any of them, in connection with, arising out of or which are in any way related to any action or inaction taken at or prior to the execution of this Agreement by any Purchaser Releasees in connection with the Purchase Agreement and any other agreement entered into by the Parties (or any of them) in connection therewith, including but not limited to, the Original Agreement, the Investors Rights Agreement and the Royalty Agreement (each, a “Transaction Document” and collectively, the “Transaction Documents”), the exclusivity agreements, term sheets and confidentiality agreements entered into by the Company and Apollo Management VII, L.P. prior to the date hereof (including, without limitation, attorneys' fees and costs) of any kind or nature, past, present or future, fixed or contingent, direct or indirect, in law or equity, several or otherwise, known or unknown, suspected or unsuspected, that arise from or relate in any way to any act or omission prior to the exclusivity agreements dated September 6Effective Date with respect to the Patent Rights or the subject matter of the Pending Litigation, 2012 or that were or could have been brought in the Pending Litigation ("RELEASED CLAIMS"). The foregoing release is expressly intended to cover and October 25include, 2012 and without limitation, all claims, past, present or future, known or unknown, suspected or unsuspected, which can or may ever be asserted by successors, assigns, heirs, or otherwise, as the confidentiality agreement dated March 5, 2012 (collectively, result of the “Apollo Agreements”))matters herein released, or the Transactionseffects or consequences thereof. With respect to Licensee's Commercial Partners, the foregoing release by Licensor and its Associated Parties shall apply only to Released Claims arising from or relating in any way to products or services provided by, for, or to Licensee. With respect to Licensor's Commercial Partners, the foregoing release by Licensee and its Associated Parties shall apply only to Released Claims arising from or relating in any dutiesway to products or services provided by, actions, omissions, commitments, agreements, transactions, statementsfor, or representations made to the Company Releasors in connection with Transaction Documents, the Apollo Agreements or the Transactions, which include any actions taken at or prior Licensor. The foregoing release shall not apply to the execution of each Party's obligations required to be performed under this Agreement in connection with the proposed amendments to the Purchase Agreement; provided, however, that nothing herein shall be deemed to constitute a release, discharge or covenant not to xxx with respect to any claim, action, cause of action or suit arising on or after the date of this Agreement with respect to any breach of this Agreement or the promissory notes being issued pursuant to Section 4(b) hereof.

Mutual Release. (a) As In consideration of the date provisions hereof, each of the CompanyParties, for and on behalf of itself and each of its successorsattorneys, Subsidiaries, controlled Affiliates, divisions and assignees (the “Company Releasors”) does, to the fullest extent permitted by law, hereby fully release, forever discharge and covenant not to xxx any of the Purchasers, any of their respective successors, Subsidiaries, Affiliates, equity or debt financing sources, divisions, or assignees, and any of its or their respective past, present, or future officers, directors, employees, incorporators, members managers, partners, shareholders, parentsemployees, representatives, agents, financial advisorspredecessors, auditorssuccessors, attorneysassigns, heirsAffiliates, administratorssubsidiaries and related entities (collectively, devisees or legatees (collectively the “Purchasers ReleaseesReleasing Parties”), ofdoes hereby agree to unconditionally and irrevocably waive, fromremise, acquit, satisfy, release and forever discharge the other Parties, and with respect totheir respective attorneys, officers, directors, shareholders, employees, representatives, agents, predecessors, successors, assigns, Affiliates, subsidiaries and related entities (collectively, the “Released Parties”), of and from any and all manner of claims, rightsdemands, dues, sums of money, reckonings, bonds, bills, specialties, agreements, contracts, covenants, actions, suits, causes of action, suitsobligations, lienscontroversies, obligationspromises, variances, trespasses, executions, debts, costs, expenses, accounts, debtsdamages, demandsjudgments, agreements, promises, losses and liabilities, controversiesof whatever kind or nature, costsin law, expenses and fees (including attorney’s, financial advisor’s, lender’s equity or other fees) whatsoeverotherwise, whether arising in law known or equityunknown, whether based on any federalor not concealed or hidden, state absolute or foreign law or right of action, mature or unmatured, contingent or fixedcontingent, liquidated or unliquidated, known or unknown, accrued or unaccrued, which the Company Releasors, or any of themthe Releasing Parties, ever had or had, may have had, now have or can have or can, shall or may hereafter have against each of the Purchasers Releasees Released Parties, for upon or by reason of any of themmatter, in connection with, arising out of cause or which are in any way related thing whatsoever relating to any action or inaction taken at or prior to the execution of this Agreement by any Purchaser Releasees in connection otherwise associated with the Purchase Agreement Venture, from the beginning of the world until and any other agreement entered into by including the Parties (or any of them) in connection therewithtime and date hereof. Notwithstanding the foregoing, including but not limited to, the Original Agreement, the Investors Rights Agreement and the Royalty Agreement (each, a “Transaction Document” and collectively, the “Transaction Documents”), the exclusivity agreements, term sheets and confidentiality agreements entered into by the Company and Apollo Management VII, L.P. prior to the date hereof (including, without limitation, the exclusivity agreements dated September 6, 2012 and October 25, 2012 and the confidentiality agreement dated March 5, 2012 (collectively, the “Apollo Agreements”)), or the Transactions, or any duties, actions, omissions, commitments, agreements, transactions, statements, or representations made to the Company Releasors in connection with Transaction Documents, the Apollo Agreements or the Transactions, which include any actions taken at or prior to the execution of this Agreement in connection with the proposed amendments to the Purchase Agreement; provided, however, that nothing herein shall be deemed to constitute a release, discharge release any of the Released Parties from any of the obligations of the Released Parties (or covenant not to xxx with respect to any claim, action, cause claims arising by virtue of action or suit arising on or after the date Released Parties breach of any such obligations) under the terms of this Agreement with respect to Agreement. Each of the Releasing Parties represents that it has not previously sold, transferred, conveyed, exchanged, or otherwise disposed of any breach claims it may have against any of this Agreement or the promissory notes being issued pursuant to Section 4(b) hereofReleased Parties.

Mutual Release. (a) As of the date hereof, the CompanyEach party, on behalf of itself and each of its successorsAffiliates, Subsidiaries, controlled Affiliatescurrent and former employees, divisions officers and assignees directors, members, partners, equityholders, agents, attorneys, representatives, successors and assigns (collectively, the “Company ReleasorsReleasing Parties”) does, to the fullest extent permitted by law), hereby fully releaseabsolutely, irrevocably and unconditionally releases, waives and forever discharge discharges each other party and covenant not to xxx any of the Purchasers, any of their respective successorsits Affiliates, Subsidiaries, Affiliatescurrent and former employees, equity or debt financing sources, divisions, or assignees, officers and any of its or their respective past, present, or future officers, directors, employees, incorporators, members managersmembers, partners, shareholdersequityholders, parentsagents, attorneys, representatives, agentssuccessors and assigns (collectively, financial advisors, auditors, attorneys, heirs, administrators, devisees or legatees (collectively the “Purchasers ReleaseesReleased Parties”), of, from, ) from and with respect to, against any and all manner of claimsclaims demands, rights, actionsproceedings, causes of action, suits, liensorders, obligations, accounts, debts, demandscontracts, agreements, promises, liabilities, controversies, costs, expenses and fees costs (including attorney’sattorneys’ fees), financial advisor’sjudgments, lender’s or other fees) damages, debts and liabilities whatsoever, whether arising in law known or equityunknown, whether based on any federalsuspected or unsuspected, state discovered or foreign law discoverable, fixed or right of actioncontingent, mature accrued or unaccrued, matured or unmatured, contingent or fixed, liquidated or unliquidated, known or unknownboth at law and in equity, accrued or unaccrued(collectively, “Claims”), which the Company Releasors, or any of them, ever had or such Releasing Parties now have or can have or shall or may hereafter have ever had against the Purchasers Releasees or any of them, in connection with, Released Parties arising out of, attributable to, or resulting from the conduct of the business and affairs of ViSalus or which are in its direct or indirect Subsidiaries or the control thereof by Blyth or its Subsidiaries or Affiliates or Blyth’s, its Subsidiaries’ or its Affiliates’ current or former employees, officers and directors, members, partners, equityholders, agent, attorneys, representatives, successors and assigns, including any way related to any action or inaction taken at or prior to the execution claim for breach of this Agreement by any Purchaser Releasees in connection with the Purchase Agreement and any other agreement entered into fiduciary duty by the Parties (or any of them) in connection therewith, including but not limited to, the Original Agreement, the Investors Rights Agreement and the Royalty Agreement (each, a “Transaction Document” and collectively, the “Transaction Documents”), the exclusivity agreements, term sheets and confidentiality agreements entered into by the Company and Apollo Management VII, L.P. prior to the date hereof (including, without limitation, the exclusivity agreements dated September 6, 2012 and October 25, 2012 and the confidentiality agreement dated March 5, 2012 (collectively, the “Apollo Agreements”))stockholders, or members of the TransactionsBoard of Directors, of ViSalus or any dutiesBlyth, actions, omissions, commitments, agreements, transactions, statements, whether resulting from the approval of the Transactions or representations made to the Company Releasors in connection with Transaction Documents, the Apollo Agreements or the Transactions, which include any actions taken at or prior to the execution of this Agreement in connection with the proposed amendments to the Purchase Agreementotherwise; provided, however, that nothing contained herein shall be deemed will operate to constitute a releaserelease (a) any obligations (including, discharge for the avoidance of doubt, indemnification obligations pursuant to Section 5.2 or covenant not to xxx with respect to 5.3) of any claim, action, cause of action or suit Released Party arising on or after under the date of this Agreement with respect to any breach terms and conditions of this Agreement or any Transaction Document or any other agreement entered into in connection with the promissory notes being issued pursuant Closing, or any agreements, instruments and obligations described in clauses (b) through (d) of the proviso to Section 4(b4.3, (b) hereofany obligations of ViSalus or Blyth to a Series B Holder arising by reason of such Series B Holder’s past or present employment with ViSalus or Blyth, as the case may be, or such Series B Holder’s past or present service as a member of the Board of Directors of ViSalus or Blyth, as the case may be, and (c) any obligations of a Series B Holder to ViSalus or Blyth arising by reason of such Series B Holder’s past or present employment by ViSalus or Blyth, as the case may be. No Releasing Party will, directly or indirectly, assert any claim or demand, or commence, institute or cause to be commenced any proceeding of any kind against any Released Party based upon any matter purported to be released hereby.

Mutual Release. (a) As Effective as of the date hereofClosing (but only if the Closing actually occurs), except for any rights or obligations under this Agreement and the Companyother Transaction Agreements (and/or any rights in respect of employment Taxes and/or social security contributions and/or statutory rights in respect of any secondary Tax Liabilities), Buyer, on behalf of itself and each of its successorsSubsidiaries (including the Companies), on the one hand, and Seller, on behalf of itself and each of its Subsidiaries, controlled Affiliates, divisions and assignees (on the “Company Releasors”) does, to the fullest extent permitted by law, hereby fully release, forever discharge and covenant not to xxx any of the Purchasers, any of their respective successors, Subsidiaries, Affiliates, equity or debt financing sources, divisions, or assigneesother hand, and any each of its or and their respective past, presentpresent and/or future officers, directors, employees, agents, general or limited partners, managers, management companies, members, advisors, stockholders, equity holders, controlling Persons, other representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, as applicable, the “Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges Seller and its Affiliates (other than the Companies), in the case of Buyer, and Buyer and its Affiliates (including the Companies), in the case of Seller, and each of the foregoing’s respective past, present or future officers, directors, employees, incorporatorsagents, members general or limited partners, managers, partnersmanagement companies, shareholdersmembers, parents, representatives, agents, financial advisors, auditorsstockholders, attorneysequity holders, heirscontrolling Persons, administratorsother representatives or Affiliates, devisees or legatees any heir, executor, administrator, successor or assign of any of the foregoing (collectively collectively, as applicable, the “Purchasers ReleaseesReleased Parties”), of, from, ) of and with respect to, from any and all manner of claims, rights, actions, causes of action, suits, liensProceedings, obligationsexecutions, judgments, duties, debts, dues, accounts, debtsbonds, demandsContracts and covenants (whether express or implied), agreements, promises, liabilities, controversies, costs, expenses and fees (including attorney’s, financial advisor’s, lender’s or other fees) whatsoever, claims and demands whatsoever whether arising in law or equity, in equity (whether based on any federalupon contract, state tort or foreign law or right of action, mature or unmatured, contingent or fixed, liquidated or unliquidated, known or unknown, accrued or unaccrued, otherwise) which the Company Releasors, or any of them, ever had or now have or can have or shall or Releasing Parties may hereafter have against each of the Purchasers Releasees Released Parties, now or in the future, in each case, in respect of negotiation, execution or performance of this Agreement or the transactions contemplated by this Agreement (including any of them, representation or warranty made in connection with, arising out of or which are in as an inducement to a party’s entry into this Agreement) or any way related to any action other Transaction Agreement or inaction taken at or prior to the execution of this Agreement transactions contemplated by any Purchaser Releasees in connection with the Purchase Agreement and any such other agreement entered into by the Parties (or any of them) in connection therewith, including but not limited to, the Original Agreement, the Investors Rights Agreement and the Royalty Agreement (each, a “Transaction Document” and collectively, the “Transaction Documents”), the exclusivity agreements, term sheets and confidentiality agreements entered into by the Company and Apollo Management VII, L.P. prior to the date hereof (including, without limitation, the exclusivity agreements dated September 6, 2012 and October 25, 2012 and the confidentiality agreement dated March 5, 2012 (collectively, the “Apollo Agreements”)), or the Transactions, or any duties, actions, omissions, commitments, agreements, transactions, statements, or representations made to the Company Releasors in connection with Transaction Documents, the Apollo Agreements or the Transactions, which include any actions taken at or prior to the execution of this Agreement in connection with the proposed amendments to the Purchase Agreement; provided, however, that nothing herein contained in this ‎Section 5.14 shall be deemed to constitute a releaserelease waive, discharge discharge, relinquish or covenant not to xxx with respect to otherwise affect the rights or obligations of any claim, action, cause of action or suit arising on or after the date of this Agreement with respect to any breach of Person under this Agreement or the promissory notes being issued pursuant to Section 4(b) hereofany other Transaction Agreement.

Mutual Release. (a) As Effective as of the date hereofEffective Date, the CompanySNBL and Transcept, on behalf of itself themselves, and each of its successorstheir respective former, Subsidiaries, controlled current and future Affiliates, divisions and assignees (the “Company Releasors”) doesowners, to the fullest extent permitted by lawsecurity holders, hereby fully release, forever discharge and covenant not to xxx any of the Purchasers, any of their respective successors, Subsidiaries, Affiliates, equity or debt financing sources, divisions, or assignees, and any of its or their respective past, present, or future officers, directors, employees, incorporators, members managersprincipals, partners, shareholders, parents, representatives, agents, financial advisorsattorneys, auditorstrustees, directors, officers, employees, contractors, assigns, insurers and administrators and each of their respective heirs, executors, predecessors and successors (collectively as to a Party, the “SNBL Releasing Parties” or the “Transcept Releasing Parties”, as applicable), shall automatically, forever, fully and finally, unconditionally release, covenant not to xxx, acquit and forever discharge each other and their respective former, current and future Affiliates, owners, security holders, principals, partners, representatives, agents, attorneys, trustees, directors, officers, employees, contractors, assigns, insurers and administrators and each of their respective heirs, administratorsexecutors, devisees or legatees predecessors and successors (collectively as to a Party, the “Purchasers ReleaseesSNBL Released Parties” or the “Transcept Released Parties”), of, from, as applicable) of and with respect to, from any and all manner claims of claimsevery nature and description, rights, actions, rights or causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, expenses and fees (including attorney’s, financial advisor’s, lender’s action or other fees) liabilities whatsoever, whether arising in law or equity, whether based on any contract rights, common law, equitable rights or federal, state or foreign law or right of actionstate, mature or unmaturedlocal, contingent or fixed, liquidated or unliquidated, known or unknown, accrued or unaccrued, which the Company Releasors, statutory or any other law, rule or regulation, whether arising under the laws of themthe United States, ever had or now have or can have or shall or may hereafter have against the Purchasers Releasees any state thereof or any of themforeign country, including both known claims and unknown claims, foreseen claims and unforeseen claims, class or individual in connection with, nature arising out of of, resulting from or which are in relating to (i) the Terminated Agreements, (ii) any way related to Party’s rights, obligations, performance, non-performance, actions, omissions and other arrangements and undertakings thereunder or (iii) any action allegations, transactions, facts, matters, occurrences, representations or inaction taken at or prior omissions with respect to the execution subject matter of this Agreement by any Purchaser Releasees clauses (i) and (ii); in connection with the Purchase Agreement and any other agreement entered into by the Parties (or any of them) in connection therewitheach case, including but not limited to, the Original Agreement, the Investors Rights Agreement and the Royalty Agreement (each, a “Transaction Document” and collectively, the “Transaction Documents”), the exclusivity agreements, term sheets and confidentiality agreements entered into by the Company and Apollo Management VII, L.P. prior to the date hereof (including, without limitation, the exclusivity agreements dated September 6, 2012 and October 25, 2012 and the confidentiality agreement dated March 5, 2012 except as otherwise expressly provided herein (collectively, the “Apollo Agreements”)), SNBL Released Claims” or the Transactions“Transcept Released Claims”, or any duties, actions, omissions, commitments, agreements, transactions, statements, or representations made to the Company Releasors in connection with Transaction Documents, the Apollo Agreements or the Transactions, which include any actions taken at or prior to the execution of this Agreement in connection with the proposed amendments to the Purchase Agreement; provided, however, that nothing herein shall be deemed to constitute a release, discharge or covenant not to xxx with respect to any claim, action, cause of action or suit arising on or after the date of this Agreement with respect to any breach of this Agreement or the promissory notes being issued pursuant to Section 4(b) hereofas applicable).

Mutual Release. (a) As of the date hereof, the CompanyC&C, on behalf of itself and on behalf of each of its agents, professionals, assigns, affiliates (corporate or otherwise), and successors, Subsidiaries, controlled Affiliates, divisions and assignees (the “Company Releasors”) does, to the fullest extent permitted by lawany other person who may assert a claim through or on behalf of any of them, hereby fully releaseirrevocably and unconditionally releases, acquits and forever discharge discharges BCG, Bird and covenant not to xxx any of the Purchasers, any each of their respective successorsshareholders, Subsidiaries, Affiliates, equity or debt financing sources, divisions, or assignees, and any of its or their respective past, present, or future officers, directors, employees, incorporatorsagents, members managersprofessionals, partnerssubsidiaries, predecessors, affiliates, successors and assigns, from any and all Released Claims, including, without limitation, all Released Claims arising out of, based upon, resulting from or relating to (a) the Prior Agreement or any of the transactions contemplated thereby, and/or (b) BCG’s and/or Bird’s activities or services under the Prior Agreement. Each of BCG and Bird, on behalf of themselves and on behalf of each of their agents, professionals, assigns, affiliates (corporate or otherwise), and successors, and any other person who may assert a claim through or on behalf of any of them, hereby irrevocably and unconditionally releases, acquits and forever discharges C&C and each of its shareholders, parentsofficers, representativesdirectors, employees, agents, financial advisorsprofessionals, auditorssubsidiaries, attorneyspredecessors, heirsaffiliates, administratorssuccessors and assigns, devisees or legatees (collectively the “Purchasers Releasees”), of, from, and with respect to, from any and all manner Released Claims, including, without limitation, all Released Claims arising out of, based upon, resulting from or relating to the Prior Agreement or any of claims, the transactions contemplated thereby. “Released Claims” as used herein shall mean any and all rights, actionscharges, complaints, claims, causes of action, suitspromises, liensagreements, rights to payment, rights to any equitable remedy, rights to any equitable subordination, rights to any financial, economic or equity interest, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, demands, indebtedness, liabilities, obligations, accounts, debts, demands, agreements, promises, liabilitiesexpress or implied contracts, controversies, obligations of payment or performance, rights of offset or recoupment, accounts, sums of money, compensation, remuneration, damages, costs, losses or expenses and fees (including attorney’sattorneys’ and other professional fees and expenses) of every type, financial advisor’skind, lender’s nature, description or other fees) whatsoevercharacter, and irrespective of how, why or by reason of what facts, whether arising in law heretofore or equitynow existing or disclosed or undisclosed, or that could, might or may be claimed to exist, of whatever kind or name, whether based on any federalknown or unknown, state suspected or foreign law or right of action, mature or unmatured, contingent or fixedunsuspected, liquidated or unliquidated, known claimed or unknownunclaimed, accrued absolute or unaccruedcontingent, which the Company Releasorsdirect or derivative, whether based on contract, tort, breach of any duty, or any other legal or equitable theory of themrecovery, ever had or now have or can have or shall or may hereafter have against the Purchasers Releasees or any of them, in connection with, arising out of or which are in any way related to any action or inaction taken each as though fully set forth herein at or prior to the execution of this Agreement by any Purchaser Releasees in connection with the Purchase Agreement and any other agreement entered into by the Parties length (or any of them) in connection therewith, including but not limited to, the Original Agreement, the Investors Rights Agreement and the Royalty Agreement (each, a “Transaction Document” and collectively, the “Transaction DocumentsClaims”), the exclusivity agreementsthat arose, term sheets and confidentiality agreements entered into by the Company and Apollo Management VIIor whose underlying events occurred, L.P. prior to the date hereof (includingof this Agreement, without limitation, the exclusivity agreements dated September 6, 2012 and October 25, 2012 and the confidentiality agreement dated March 5, 2012 (collectively, the “Apollo Agreements”)), or the Transactions, or any duties, actions, omissions, commitments, agreements, transactions, statements, or representations made to the Company Releasors in connection with Transaction Documents, the Apollo Agreements or the Transactions, which include any actions taken at or whether asserted prior to the execution of this Agreement in connection with the proposed amendments to the Purchase Agreement; provided, however, that nothing herein shall be deemed to constitute a release, discharge or covenant not to xxx with respect to any claim, action, cause of action or suit arising on or after the date of this Agreement with respect or thereafter, specifically including, but without limitation, Claims arising from or out of, connected with, or relating to the Prior Agreement and/or the transactions contemplated thereby. Notwithstanding the foregoing, “Released Claims” do not include any breach actual or potential Claims held by any party hereto (or any rights or duties related to such Claims) which arise from or out of this Agreement Agreement, which Claims are expressly reserved. The parties hereto expressly understand that both direct and indirect breaches of this Section 3 are proscribed, and, therefore, each party hereto covenants that it will not directly or indirectly encourage or aid, except as required by due legal process, the promissory notes being issued pursuant to Section 4(b) hereofcommencement or prosecution of any action or other proceeding based upon any Released Claim.

Mutual Release. (a) As Effective as of Effective Time (but only if the Effective Time actually occurs), except for any rights or obligations under this Agreement or any of the date hereof, the Company, on behalf of itself and each of its successors, Subsidiaries, controlled Affiliates, divisions and assignees (the “Company Releasors”) doesother Ancillary Agreements, to the fullest extent permitted by lawApplicable Law, hereby fully releaseeach of Buyer and Parent on behalf of, forever discharge respectively, itself and covenant not to xxx any of the Purchasers, any of their respective successors, Subsidiaries, Affiliates, equity or debt financing sources, divisions, or assignees, and any each of its or their respective Subsidiaries and its past, present, present or future officers, directors, employees, incorporatorsagents, members general or limited partners, managers, partnersmanagement companies, shareholdersmembers, parentsstockholders, representativesequity holders, controlling Persons, representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges Parent and its Affiliates or the Acquired Companies, respectively, and each of the foregoing’s respective past, present or future officers, directors, employees, agents, financial advisorsgeneral or limited partners, auditorsmanagers, attorneysmanagement companies, heirsmembers, administratorsstockholders, devisees equity holders, controlling Persons, representatives or legatees Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively collectively, the “Purchasers ReleaseesReleased Parties”), of, from, ) of and with respect to, from any and all manner of claims, rights, actions, causes of action, suits, liensproceedings, obligationsexecutions, judgments, duties, debts, dues, accounts, debtsbonds, demandscontracts and covenants (whether express or implied), agreements, promises, liabilities, controversies, costs, expenses and fees (including attorney’s, financial advisor’s, lender’s or other fees) whatsoever, claims and demands whatsoever whether arising in law or equity, in equity (whether based on any federalupon contract, state tort or foreign law or right of action, mature or unmatured, contingent or fixed, liquidated or unliquidated, known or unknown, accrued or unaccrued, otherwise) which the Releasing Parties may have against each of the Released Parties, now or in the future, in each case in respect of any cause, matter or thing relating to the Company Releasors, or its Subsidiaries or any of them, ever had actions taken or now have or can have or shall or may hereafter have against the Purchasers Releasees or failed to be taken by any of them, in connection with, arising out of or which are the Released Parties in any way capacity related to any action the Company and its Subsidiaries occurring or inaction taken at arising on or prior to the execution of this Agreement by any Purchaser Releasees in connection with the Purchase Agreement and any other agreement entered into by the Parties (or any of them) in connection therewith, including but not limited to, the Original Agreement, the Investors Rights Agreement and the Royalty Agreement (each, a “Transaction Document” and collectively, the “Transaction Documents”), the exclusivity agreements, term sheets and confidentiality agreements entered into by the Company and Apollo Management VII, L.P. prior to the date hereof (including, without limitation, the exclusivity agreements dated September 6, 2012 and October 25, 2012 and the confidentiality agreement dated March 5, 2012 (collectively, the “Apollo Agreements”)), or the Transactions, or any duties, actions, omissions, commitments, agreements, transactions, statements, or representations made to the Company Releasors in connection with Transaction Documents, the Apollo Agreements or the Transactions, which include any actions taken at or prior to the execution of this Agreement in connection with the proposed amendments to the Purchase Agreement; provided, however, that nothing herein shall be deemed to constitute a release, discharge or covenant not to xxx with respect to any claim, action, cause of action or suit arising on or after the date of this Agreement with respect Agreement, but only to any breach the extent that such cause, matter or thing does not otherwise constitute fraud. The provisions of this Agreement or Section 9.8 are intended to be for the promissory notes being issued pursuant to benefit of, and shall be enforceable by, the Released Parties, who are third party beneficiaries of this Section 4(b) hereof9.8.

Mutual Release. (a) As The Company, on behalf of itself and each of its predecessors, successors, assigns, directors, officers, employees, affiliates, representatives or agents (the “Company Related Parties”), effective upon and subject to the consummation of the Arrangement, automatically and without any further action on the part of any party hereto, does hereby unequivocally, irrevocably and unconditionally release, surrender, acquit and forever discharge (the “Company Release”) each Shareholder and all of its members, affiliates and partners, and their respective directors, managing directors, members, partners, agents, representatives, officers, and employees, including all persons currently or previously serving as directors of the Company at the request of the Shareholders (each, a “Shareholder Released Party” and collectively, the “Shareholder Released Parties”), from any and all actions, causes of action, claims, suits, covenants, contracts, controversies, agreements, promises, indemnities, damages, judgments, remedies, demands and liabilities, of any nature whatsoever, known or unknown, fixed or contingent, in law, at equity or otherwise (collectively, “Company Claims”), whether direct, derivative or otherwise, which have been, may be or ever could be asserted against any of the Shareholder Released Parties, either for itself or otherwise for or on behalf of any other person or entity against any of the Shareholder Released Parties, relating to any Company Claims arising out of, relating to or in connection with (i) all actions taken or omitted to be taken by persons serving as directors of the Company at the request of any Shareholder, (ii) any Shareholder’s investment in the Preferred Stock or Common Stock of the Company or other business relationship with the Company, or (iii) this Agreement, the Arrangement Agreement and the transactions contemplated thereby, whether asserted or claimed prior to, at or after the date hereofhereof (each, a “Company Released Claim” and collectively, the “Company Released Claims”); provided, however, that a Company Released Claim shall exclude any Company Claim to enforce this Agreement or for a Shareholder’s breach of this Agreement or breach of any agreement between a Shareholder and Parent. From and after the consummation of the Arrangement, the Company, on behalf of itself and each of its successors, Subsidiaries, controlled Affiliates, divisions and assignees (the “Company Releasors”) does, to the fullest extent permitted by lawRelated Parties, hereby fully releaseunequivocally, forever discharge unconditionally and covenant irrevocably agrees not to xxx any of the Purchasersto, any of their respective successorsdirectly or indirectly, Subsidiaries, Affiliates, equity or debt financing sources, divisions, or assignees, and any of its or their respective past, present, or future officers, directors, employees, incorporators, members managers, partners, shareholders, parents, representatives, agents, financial advisors, auditors, attorneys, heirs, administrators, devisees or legatees (collectively the “Purchasers Releasees”), of, from, and initiate proceedings with respect to, institute, assert or threaten to assert any and all manner of claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, expenses and fees (including attorney’s, financial advisor’s, lender’s or other fees) whatsoever, whether arising in law or equity, whether based on any federal, state or foreign law or right of action, mature or unmatured, contingent or fixed, liquidated or unliquidated, known or unknown, accrued or unaccrued, which the Company Releasors, or any of them, ever had or now have or can have or Released Claim. This Company Release shall or may hereafter have against the Purchasers Releasees or any of them, in connection with, arising out of or which are in any way related constitute a complete defense to any action or inaction taken at or prior to Company Released Claim. The parties hereby acknowledge and agree that the execution of this Agreement by any Purchaser Releasees in connection with the Purchase Agreement and any other agreement entered into by the Parties (shall not constitute an acknowledgment of or any of them) in connection therewith, including but not limited to, the Original Agreement, the Investors Rights Agreement and the Royalty Agreement (each, a “Transaction Document” and collectively, the “Transaction Documents”), the exclusivity agreements, term sheets and confidentiality agreements entered into an admission by the Company and Apollo Management VII, L.P. prior to the date hereof (including, without limitation, the exclusivity agreements dated September 6, 2012 and October 25, 2012 and the confidentiality agreement dated March 5, 2012 (collectively, the “Apollo Agreements”)), or the Transactions, or any duties, actions, omissions, commitments, agreements, transactions, statements, Company Released Party of the existence of any such claims or representations made to the Company Releasors in connection with Transaction Documents, the Apollo Agreements of liability for any matter or the Transactions, precedent upon which include any actions taken at or prior to the execution of this Agreement in connection with the proposed amendments to the Purchase Agreement; provided, however, that nothing herein shall liability may be deemed to constitute a release, discharge or covenant not to xxx with respect to any claim, action, cause of action or suit arising on or after the date of this Agreement with respect to any breach of this Agreement or the promissory notes being issued pursuant to Section 4(b) hereofasserted.

Mutual Release. (a) As Effective as of the date hereofClosing (but only if the Closing actually occurs), the Companyeach of Buyer, on behalf of itself and each of its successorsSubsidiaries (including the Company Group), Subsidiaries, controlled Affiliates, divisions and assignees (on the “Company Releasors”) does, to the fullest extent permitted by law, hereby fully release, forever discharge and covenant not to xxx any of the Purchasers, any of their respective successors, Subsidiaries, Affiliates, equity or debt financing sources, divisions, or assigneesone hand, and any the Sellers, on the other hand, in each case on behalf of its or their respective past, present, present or future officers, directors, employees, incorporatorsagents, members general or limited partners, managers, partnersmanagement companies, shareholdersmembers, parentsstockholders, representativesequity holders, controlling Persons, Representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges the other party and its respective Affiliates, and each of the foregoing’s respective past, present or future officers, directors, employees, agents, financial advisorsgeneral or limited partners, auditorsmanagers, attorneysmanagement companies, heirsmembers, administratorsstockholders, devisees equity holders, controlling persons, Representatives or legatees Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively collectively, the “Purchasers ReleaseesReleased Parties”), of, from, ) of and with respect to, from any and all manner of claims, rights, actions, causes of action, suits, liensproceedings, obligationsexecutions, judgments, duties, debts, dues, accounts, debtsbonds, demandscontracts and covenants (whether express or implied), agreements, promises, liabilities, controversies, costs, expenses and fees (including attorney’s, financial advisor’s, lender’s or other fees) whatsoever, claims and demands whatsoever whether arising in law or equity, in equity (whether based on any federalupon contract, state tort, contribution or foreign law or right of action, mature or unmatured, contingent or fixed, liquidated or unliquidated, known or unknown, accrued or unaccrued, otherwise) which the Releasing Parties may have against each of the Released Parties, now or in the future, in each case in respect of any cause, matter or thing solely relating to the Company Releasors, Group or any of them, ever had actions taken or now have or can have or shall or may hereafter have against the Purchasers Releasees or failed to be taken by any of them, in connection with, arising out of or which are the Released Parties in any way capacity solely related to any action the Company or inaction taken at the Company Subsidiaries occurring or arising on or prior to the execution Closing Date. Notwithstanding the foregoing, nothing in this Section 9.17 (i) shall release any claims arising from the rights or obligations of this Agreement by any Purchaser Releasees in connection with the Purchase Agreement and any other agreement entered into by the Parties (or any of them) in connection therewith, including but not limited to, the Original Agreement, the Investors Rights Agreement and the Royalty Agreement (each, a “Transaction Document” and collectively, the “Transaction Documents”), the exclusivity agreements, term sheets and confidentiality agreements entered into by the Company and Apollo Management VII, L.P. prior to the date hereof (including, without limitation, the exclusivity agreements dated September 6, 2012 and October 25, 2012 and the confidentiality agreement dated March 5, 2012 (collectively, the “Apollo Agreements”)), or the Transactions, or any duties, actions, omissions, commitments, agreements, transactions, statements, or representations made to the Company Releasors in connection with Transaction Documents, the Apollo Agreements or the Transactions, which include any actions taken at or prior to the execution of this Agreement in connection with the proposed amendments to the Purchase Agreement; provided, however, that nothing herein shall be deemed to constitute a release, discharge or covenant not to xxx with respect to any claim, action, cause of action or suit arising on or after the date of this Agreement with respect to any breach of person under this Agreement or the promissory notes being issued pursuant Ancillary Documents (subject to Section 4(bthe terms and conditions set forth herein and therein) hereof.or (ii) shall operate to limit the liability of either of the Sellers, on the one hand, or Buyer, on the other hand, to the other party for Fraud. * * * * * * * *

Mutual Release. (a) As Effective as of the date hereofClosing, except for any rights or obligations under this Agreement or the other Transaction Agreements as specifically set forth herein or therein, under any other agreements between such Person and the Company and its Subsidiaries, and except in the case of Fraud, each of Purchaser and, after the Closing, the Company, on behalf of itself and each of its successors, Subsidiaries, controlled Affiliates, divisions Affiliates and assignees (the “Company Releasors”) does, to the fullest extent permitted by law, hereby fully release, forever discharge and covenant not to xxx any of the Purchasers, any of their respective successors, Subsidiaries, Affiliates, equity or debt financing sources, divisions, or assignees, and any each of its or their respective past, present, or future current and former officers, directors, employees, partners, managers, members, advisors, successors and assigns (collectively, the “Purchaser Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges the Selling Parties, and any of their respective past, present or future directors, officers, employees, incorporators, members managersmembers, partners, shareholdersmanagers, parentsdirect or indirect equityholders, representativesmanagement companies, Affiliates, agents, financial advisors, auditors, attorneys, heirsor representatives of, administratorsand any financial advisors to any such Person (collectively, devisees or legatees (collectively the “Purchasers ReleaseesPurchaser Released Parties”), of, from, ) of and with respect to, from any and all manner of claims, rights, actions, causes of action, suits, liensproceedings, obligationsexecutions, judgments, duties, debts, dues, accounts, debtsbonds, demandscontracts and covenants (whether express or implied), agreements, promises, liabilities, controversies, costs, expenses and fees (including attorney’s, financial advisor’s, lender’s or other fees) claims and demands whatsoever, whether arising in law or in equity, whether based on any federal, state or foreign law or right of action, mature or unmatured, contingent or fixed, liquidated or unliquidated, known or unknown, accrued or unaccrued, which the Company ReleasorsPurchaser Releasing Parties may have against each of the Purchaser Released Parties, now or in the future, in each case, in respect of any cause, matter or thing relating to any of them, ever had the Purchaser Released Parties occurring or now have or can have or shall or may hereafter have against the Purchasers Releasees or any of them, in connection with, arising out of or which are in any way related to any action or inaction taken at on or prior to the execution of this Agreement Closing Date. Notwithstanding the foregoing, the Purchaser Releasing Parties shall not be deemed to have released any claim, defense, fact or circumstance, which Purchaser determines after the 60 Closing is necessary or desirable to defend against any Litigation brought by any Purchaser Releasees director, officer, employee, contractor, or agent or to prosecute any Litigation against any such individual, in connection with each case, relating to the Purchase Agreement and any other agreement entered into by the Parties (or any of them) in connection therewith, including but not limited to, the Original Agreement, the Investors Rights Agreement and the Royalty Agreement (each, a “Transaction Document” and collectively, the “Transaction Documents”), the exclusivity agreements, term sheets and confidentiality agreements entered into by the work such individual performed for Company and Apollo Management VII, L.P. Group prior to the date hereof (including, without limitation, the exclusivity agreements dated September 6, 2012 and October 25, 2012 and the confidentiality agreement dated March 5, 2012 (collectively, the “Apollo Agreements”)), or the Transactions, or any duties, actions, omissions, commitments, agreements, transactions, statements, or representations made to the Company Releasors in connection with Transaction Documents, the Apollo Agreements or the Transactions, which include any actions taken at or prior to the execution of this Agreement in connection with the proposed amendments to the Purchase Agreement; provided, however, that nothing herein shall be deemed to constitute a release, discharge or covenant not to xxx with respect to any claim, action, cause of action or suit arising on or after the date of this Agreement with respect to any breach of this Agreement or the promissory notes being issued pursuant to Section 4(b) hereofClosing.

Mutual Release. (a) As In consideration of the date hereofpurchase and sale of the -------------- Interests hereunder, the Companyeach Seller, on behalf of itself such Seller and each all of its successorsowners, Subsidiariespartners, controlled Affiliates, divisions and assignees (the “Company Releasors”) does, to the fullest extent permitted by law, hereby fully release, forever discharge and covenant not to xxx any of the Purchasers, any of their respective successors, Subsidiaries, Affiliates, equity or debt financing sources, divisions, or assignees, and any of its or their respective past, present, or future officers, directors, employees, incorporatorsshareholders, members managersaffiliates, partnersrelated entities, assigns and successors, and each and every agent, insurer and attorney of any of the foregoing, and all persons acting by, through, under or in concert with any of them (collectively, the "Seller Parties"), hereby irrevocably, finally and unconditionally releases, relieves, acquits and forever discharges each of the Company and the Company's subsidiaries (direct and indirect), officers, directors, employees, shareholders, parentsaffiliates, representativesrelated entities, agentsassigns and successors, financial advisorsand each and every agent, auditorsinsurer, attorneysand attorney of any of the foregoing, heirsand all persons acting by, administratorsthrough, devisees under or legatees in concert with any of them (collectively collectively, the “Purchasers Releasees”"Company Parties"), ofand each of the Company Parties hereby irrevocably, fromfinally and unconditionally releases, relieves, acquits and with respect toforever discharges each of the Seller Parties, from and against any and all manner of liabilities, claims, rights, actions, causes of action, suits, liensdemands, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costsdamages, expenses and fees (including attorney’s, financial advisor’s, lender’s or other feesattorneys' fees and costs actually incurred) whatsoever, whether arising in and causes of action at law or in equity, whether based on of any federal, state or foreign law or right of action, mature or unmatured, contingent or fixed, liquidated or unliquidatednature, known or unknown, accrued which such Seller Party or unaccruedCompany Party, which the Company Releasorsas applicable, now owns or holds, has at any time heretofore owned or held, or may any time hereafter own or hold, by reason of themany agreement, ever had representation, warranty, statement, act, event or now have omission which existed or can have occurred, or shall or may hereafter have against the Purchasers Releasees or any of them, in connection with, arising out of or which are in any way related failed to any action or inaction taken at or prior to the execution of this Agreement by any Purchaser Releasees in connection with the Purchase Agreement and any other agreement entered into by the Parties occur (or any of them) in connection therewith, including but not limited to, the Original Agreement, the Investors Rights Agreement and the Royalty Agreement (each, a “Transaction Document” and collectively, the “Transaction Documents”"Claims"), the exclusivity agreements, term sheets and confidentiality agreements entered into by the Company and Apollo Management VII, L.P. prior to the date hereof of this Agreement, arising from or relating in any way whatsoever to (i) the operations of the Partnership or the Company's determination to terminate the Project, including without limitation any breach or default by the Company under the R&D Agreement, or (ii) any Seller's ownership of or investment in its Interests, including, without limitation, any Claims arising from or relating in any way to the exclusivity agreements dated September 6original purchase of such Interests or otherwise arising from or relating in any way to the Partnership Agreement, 2012 and October 25any Subscription Agreement, 2012 and any Option Agreement, any Common Stock Purchase Warrant (the confidentiality agreement "Warrant") dated March 529, 2012 1996 issued by the Company to each Seller (collectively, the “Apollo Agreements”)all of which Warrants are hereby terminated pursuant to this Release), or any Partnership Subscription Agreement dated March 29, 1996 by and among the Transactions, or any duties, actions, omissions, commitments, agreements, transactions, statements, or representations made to the Company Releasors in connection with Transaction Documents, the Apollo Agreements or the Transactions, which include any actions taken at or prior to the execution of this Agreement in connection with the proposed amendments to the Purchase Agreement; provided, however, that nothing herein shall be deemed to constitute a release, discharge or covenant not to xxx with respect to any claim, action, cause of action or suit arising on or after the date of this Agreement with respect to any breach of this Agreement or the promissory notes being issued pursuant to Section 4(b) hereofPartnership and each Seller.