Common use of Mutual Release and Waiver Clause in Contracts

Mutual Release and Waiver. In consideration of the agreements contained herein : (a) Purchaser and Seller agree that the discussions between them respecting the possible investment by Purcahser in Digeo and its possible performance of services on behalf of Digeo have terminated without agreement and that, assuming consummation of the Asset Purchase Agreement, Purchaser will lack the resources to perform such services; (b) effective concurrently with the execution of this Agreement each of Seller and Purchaser hereby waives any and all claims and releases the other and their respective officers, directors, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives from any and all demands, debts, issues, causes of action and liabilities, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, then existing or thereafter arising, that are based in whole or part on any act, omission or other fact or circumstances relating to Purchaser's right (if any) to acquire an equity interest in Digeo and its obligation to pay approximately Two Million Five Hundred Thousand Dollars ($2,500,000), or Purchaser's right or obligation to perform services on behalf of Digeo, including, without limiting the generality of the foregoing, those arising in connection with any written or oral communications between Seller and Purchaser, or between any of Seller or Purchaser and any other person or entity, or the actions of Seller, or Purchaser, as the case may be, or their officers, directors, shareholders, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives in connection with any of the foregoing (collectively, the "Released Matters"); provided, however, that nothing contained in the foregoing release and waiver shall be applicable to the parties' respective rights and obligations with respect to any act, omission or other occurrence not relating to the Released Matters and (c) Seller and Purchaser acknowledge and agree that, effective concurrently with the execution of this Agreement, Purchaser shall have no right or obligation to acquire any equity interest in Digeo or to perform any services on behalf of Digeo (the "Waived Matters") and none of Seller, Digeo or Charter or their respective officers, directors, shareholders, employees, attorneys, agents, affiliates, successors, assigns, heirs, or representatives shall have any obligation to HSA as a result of such Waived Matters; in each case without further action on the part of Seller and/or Purchaser.

Mutual Release and Waiver. In consideration As of the agreements Effective Date and upon the terms and conditions contained herein : in this Agreement, each of the Parties hereby (ai) Purchaser and Seller agree agrees that the discussions between them respecting the possible investment by Purcahser in Digeo Hills Agreement is terminated and its possible performance of services on behalf of Digeo have terminated without agreement (ii) releases and that, assuming consummation of the Asset Purchase Agreement, Purchaser will lack the resources to perform such services; (b) effective concurrently with the execution of this Agreement each of Seller and Purchaser hereby waives any and all claims and releases forever discharges the other and their respective officers, directors, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives from any and all demands, debts, issues, causes of action and liabilities, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, then existing or thereafter arising, that are based in whole or part on any act, omission or other fact or circumstances relating to Purchaser's right (if any) to acquire an equity interest in Digeo and its obligation to pay approximately Two Million Five Hundred Thousand Dollars ($2,500,000), or Purchaser's right or obligation to perform services on behalf of Digeo, including, without limiting the generality of the foregoing, those arising in connection with any written or oral communications between Seller and Purchaser, or between any of Seller or Purchaser and any other person or entity, or the actions of Seller, or Purchaserand, as the case may be, or their officersany and all of the other’s past, present and future subsidiaries, directors, officers, shareholders, principals, employees, attorneysaffiliates, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employeesadministrators, attorneys, agents, affiliates, successors, successors and assigns, heirs from any and representatives) successorsall actions, assignscauses of action, heirs covenants, contracts, controversies, agreements, promises, damages, judgments, claims and representatives demands whatsoever, in connection with any law or in equity, now known or unknown from the beginning of the foregoing world to the date of this Agreement, which could be made or alleged now or in the future arising out of any covenant, agreement, right, demand or understanding (collectivelyeach a “Claim”, and collectively “Claims”), whether any such Claim is derived under or from the Hills Agreement or otherwise, and the Parties do hereby specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand against the other which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this Agreement. In furtherance and not in limitation of the foregoing, the "Released Matters"); providedCompany hereby acknowledges and agrees that Hills is released from any and all obligations to perform any duties or services for or on behalf of the Company in his capacity as a consultant, howeveras an officer (including as the Chief Executive Officer) of the Company, that nothing or in any other employment capacity. Notwithstanding anything contained in the foregoing release and waiver shall be applicable herein to the parties' contrary, Hills hereby reserves and retains and does not hereby release any Claims consisting of or relating to Hills’ respective rights and obligations (a) to receive any payments or benefits under this Agreement, (b) under or with respect to any act, omission convertible or other occurrence not relating debt instruments owed by the Company to or otherwise held by Hills (including without limit that certain $250,000 convertible note), any capital stock in the Released Matters Company previously acquired or received and currently owned or held by Hills (including without limit the New Stock (as hereinafter defined), the Prior Stock (as hereinafter defined) or those 230,818 shares of capital stock previously acquired by Hills) and any warrants or options to acquire any capital stock in the Company (including without limit those warrants to acquire 74,083 shares of the Company’s capital stock) in each case as held or owned by Hills or (c) Seller and Purchaser acknowledge and agree that, effective concurrently to be indemnified by the Company either as provided hereunder or in conformity with the execution of this AgreementCompany’s bylaws, Purchaser shall have no right policies or obligation programs as applicable to acquire any equity interest in Digeo its directors, officer, employees or other representatives or to perform receive benefits or protections available under any services on behalf of Digeo (liability insurance policy maintained by the "Waived Matters") and none of Seller, Digeo or Charter or their respective officers, directors, shareholders, employees, attorneys, agents, affiliates, successors, assigns, heirs, or representatives shall have any obligation to HSA as a result of such Waived Matters; in each case without further action on the part of Seller and/or PurchaserCompany.

Mutual Release and Waiver. In consideration of the agreements contained herein : (a) Purchaser and Seller agree that the discussions between them respecting the possible investment by Purcahser in Digeo Bay Point and its possible performance of services on behalf of Digeo have terminated without agreement affiliates (individually and thatcollectively, assuming consummation of the Asset Purchase Agreement“Bay Point Releasors”), Purchaser will lack the resources to perform such services; (b) effective concurrently with the execution of this Agreement jointly and severally hereby release Brenza, ScanTech, and Pubco and each of Seller and Purchaser hereby waives any and all claims and releases the other and their its respective officers, agents, attorneys, directors, employees, attorneysaffiliates, shareholders, members, parents, subsidiaries, agents, affiliates (including without limitation as to Sellerattorneys, Charter predecessors, successors and Digeo assigns individually or in entity form, and on behalf of any entities that they manage and/or control, together with their respective officersheirs, directorsspouses, employeesbeneficiaries, attorneysrepresentatives, agents, affiliatessureties, predecessors, successors, assigns, heirs subsidiaries, parent corporations, affiliate companies, stockholders, members, managers, general partners, limited partners, officers, employees, directors, attorneys and representativesas members, partners, beneficiaries or shareholders of any companies, partnerships, corporations or other entities (individually and collectively, the “Company Related Parties”) successors, assigns, heirs of and representatives from any and all claims, demands, debts, issuesactions, causes of action action, liabilities or obligations and liabilitiesBay Point Releasors hereby waive any and all claims Bay Point Releasors may have against the Company Related Parties now or hereafter arising and accruing from any conditions or events (including any relevant agreements except as provided below) that have occurred on or prior to the date hereof, whether liquidated and Bay Point Releasors hereby waive any and all claims Bay Point Releasors may have against the Company Released Parties or unliquidatedany such other person or entity released pursuant to this paragraph. Without limitation, fixed the foregoing release by the Bay Point Releasors and the other parties described in this paragraph shall relate to any and all claims, of any kind or contingentcharacter, matured growing out of or unmaturedin any way connected with or in any way resulting from acts, known or unknown, then existing or thereafter arising, that are based in whole or part on any act, omission or other fact or circumstances relating to Purchaser's right (if any) to acquire an equity interest in Digeo and its obligation to pay approximately Two Million Five Hundred Thousand Dollars ($2,500,000)actions, or Purchaser's right omissions occurring on or obligation prior to perform services on behalf the date hereof of Digeothe Company Released Parties or of any of the other persons or entities released pursuant to this paragraph, including, without limiting the generality of the foregoinglimitation, those any claim related to failure to fund, usury, any loss, cost or damage arising or incurred in connection with a breach of fiduciary duty, breach of any written duty of fair dealing, breach of confidence, breach of funding commitment, novation, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, violation of the Racketeer Influenced and Corrupt Organizations Act, violation of the Equal Credit Opportunity Act or oral communications between Seller and Purchaserany similar law, intentional or negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with corporate or partnership governance or prospective business advantage, breach of contract, deceptive trade practices, misrepresentation, libel, or between slander (without admitting or implying that any of Seller such claim exists or Purchaser and has any other person or entity, or the actions of Seller, or Purchaser, as the case may be, or their officers, directors, shareholders, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives in connection with any of the foregoing (collectively, the "Released Matters"validity); provided, however, that nothing contained in the foregoing release and waiver shall be applicable to not release any claims for willful lack of performance under the parties' respective rights and obligations with respect to any actConversion, omission or other occurrence not relating to the Released Matters and (c) Seller and Purchaser acknowledge and agree thatTrust Waiver, effective concurrently with the execution of Leak-Out Agreement, this Agreement, Purchaser shall have no right or obligation to acquire any equity interest arising from fraud or willful misconduct. Brenza, ScanTech, and Pubco, individually or in Digeo or to perform any services entity form, and on behalf of Digeo (the "Waived Matters") and none of Sellerany entities that they manage and/or control, Digeo or Charter or together with their respective officersheirs, directorsspouses, shareholdersbeneficiaries, employees, attorneysrepresentatives, agents, affiliatessureties, predecessors, successors, assigns, heirssubsidiaries, parent corporations, affiliate companies, stockholders, members, managers, general partners, limited partners, officers, employees, directors, attorneys and as members, partners, beneficiaries or representatives shall have shareholders of any obligation to HSA as a result companies, partnerships, corporations or other entities (individually and collectively, the “Company Releasors”), jointly and severally hereby release Bay Point and each of such Waived Matters; in each case without further action on its respective officers, agents, attorneys, directors, employees, affiliates, shareholders, members, parents, subsidiaries, agents, attorneys, predecessors, successors and assigns (collectively, the part of Seller and/or Purchaser.​

Mutual Release and Waiver. In a. Each Party, in consideration of the covenants and agreements contained herein : (a) Purchaser and Seller agree that the discussions between them respecting the possible investment by Purcahser in Digeo and its possible performance of services on behalf of Digeo have terminated without agreement and that, assuming consummation of the Asset Purchase Agreementother Parties contained herein, Purchaser will lack the resources to perform such services; (b) effective concurrently with the execution of this Agreement does hereby knowingly and voluntarily release and forever discharge and hold harmless each of Seller and Purchaser hereby waives any and all claims and releases the other Parties, and their respective officers, directors, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agentsany of its subsidiaries, affiliates, suppliers, predecessors, successors, or assigns, heirs and representatives) successorsthe respective agents, assignstrustees, heirs and representatives from any and all demandsbeneficiaries, debts, issues, causes of action and liabilities, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, then existing or thereafter arising, that are based in whole or part on any act, omission or other fact or circumstances relating to Purchaser's right (if any) to acquire an equity interest in Digeo and its obligation to pay approximately Two Million Five Hundred Thousand Dollars ($2,500,000), or Purchaser's right or obligation to perform services on behalf of Digeo, including, without limiting the generality of the foregoing, those arising in connection with any written or oral communications between Seller and Purchaser, or between any of Seller or Purchaser and any other person or entity, or the actions of Seller, or Purchaser, as the case may be, or their officers, directors, shareholders, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneysindependent contractors, agentspartners, affiliatesmembers, successors, assigns, heirs and representatives) successors, assigns, heirs managers and representatives in connection with of any of the foregoing (collectively, the "Released MattersParties"); provided, howeverof and from any and all claims, demands, damages, action and causes of action or suits at law or equity of whatsoever kind or nature, whether fixed or contingent, presently know or unknown, suspected or unsuspected that nothing contained such Party has ever had, now has or in the foregoing release future may have against another Party arising from, or based upon, any of the Original Agreements, including, but without limitation, any loss, liability, expense and/or detriment, of any kind or character, in any way arising out of, connected with, or resulting from the acts or omissions of the Released Parties or any of them, any breach of contract, any breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence, cause of action or defenses based on the negligence or intentional acts or omissions of the Released Parties or any of them, and waiver shall be applicable any and all related matters occurring or taking place on or before the date of this Agreement and excluding only such matters that arise solely from and relate directly to the parties' respective rights and obligations of the Parties with respect to any actthis Agreement (collectively, omission or other occurrence not relating the "Released Claims"). b. Each Party hereby represents and warrants to the Released Matters Parties that it is the sole owner of any and all of the Released Claims and that it has not assigned, pledged, or contracted to assign or pledge or otherwise disposed of any of the Released Claims. c. By executing this Agreement, each of the Parties hereby covenants that it shall not (i) ▇▇▇, prosecute or participate in any manner in or assign any Released Claim (nor has it assigned any Released Claim) that it may have or have had against any other Released Party; and (cii) Seller and Purchaser acknowledge and agree thatparticipate, effective concurrently fund, assist or encourage (explicitly or implicitly) any third party to file a lawsuit or make a claim of any kind against a Released Party with respect to matters arising prior to the execution Effective Date. d. Without limiting the generality of the releases contained in this Section 12, ▇▇▇▇▇▇ acknowledges that CirTran is released from any obligation to issue or vest options to have been issued to ▇▇▇▇▇▇ pursuant to the Employment Agreement other than the 20% of the 500,000 share option which vested upon grant as described in the Employment Agreement. The vested portion of such 500,000 share option shall expire if not exercised within 90 days after the Effective Date of this Agreement, Purchaser shall have no right or obligation to acquire any equity interest in Digeo or to perform any services on behalf of Digeo (the "Waived Matters") and none of Seller, Digeo or Charter or their respective officers, directors, shareholders, employees, attorneys, agents, affiliates, successors, assigns, heirs, or representatives shall have any obligation to HSA as a result of such Waived Matters; in each case without further action on the part of Seller and/or Purchaser.

Mutual Release and Waiver. In consideration To the fullest extent permitted by law, effective as of the agreements contained herein : (a) Purchaser and Seller agree that the discussions between them respecting the possible investment by Purcahser in Digeo and its possible performance of services on behalf of Digeo have terminated without agreement and thatdate hereof, assuming consummation each of the Asset Purchase Agreement, Purchaser will lack the resources to perform such services; (b) effective concurrently with the execution Intercompany Agreement Parties and each of their respective Affiliates bound by this Agreement (in such capacity, collectively, the “Releasing Parties”) hereby releases and forever discharges (this “Release”) each of Seller and Purchaser hereby waives any and all claims and releases the other Intercompany Agreement Parties and each of their respective officersAffiliates (in such capacity, directorscollectively, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representativesthe “Released Parties”) successors, assigns, heirs and representatives from any and all costs, expenses, obligations, claims, demands, causes of action, liabilities, damages, fines, penalties, debts, issues, causes losses and judgments of action and liabilitiesany kind or character, whether matured or unmatured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, fixed and all costs, expenses and fees incurred in connection therewith, whether arising or contingentpleaded in law or in equity, matured under contract, statute, tort or unmatured, known or unknown, then existing or thereafter arisingotherwise, that are based any Releasing Party now has or has ever had against any of the respective Released Parties, in whole or part on each case, arising out of any matter, act, omission omission, cause or other fact or circumstances event relating to Purchaser's right (if any) to acquire an equity interest in Digeo and its obligation to pay approximately Two Million Five Hundred Thousand Dollars ($2,500,000), or Purchaser's right or obligation to perform services on behalf of Digeothe Intercompany Agreements, including, without limiting but not limited to, any alleged breach thereof (the generality of “Released Claims”). This Release it intended by the foregoing, those arising in connection with any written or oral communications between Seller and Purchaser, or between any of Seller or Purchaser and any other person or entity, or the actions of Seller, or Purchaser, Parties as the case may be, or their officers, directors, shareholders, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives in connection with any of the foregoing (collectively, the "Released Matters"); provided, however, that nothing contained in the foregoing a general release and waiver shall be applicable to the parties' respective rights and obligations with respect to the Released Claims, and, to the fullest extent permitted by law, each Releasing Party irrevocably waives any act, omission or other occurrence not relating rights it may have with respect to the Released Matters and (c) Seller and Purchaser acknowledge and agree that, effective concurrently with Claims under any applicable law that would limit the effect of this Release to those matters actually known or suspected to exist at the time of execution of this Agreement, Purchaser shall have no right or obligation to acquire any equity interest in Digeo or to perform any services on behalf of Digeo (the "Waived Matters") and none of Seller, Digeo or Charter or their respective officers, directors, shareholders, employees, attorneys, agents, affiliates, successors, assigns, heirsRelease, or representatives shall that would otherwise limit the scope and breadth of this Release in any way. To the fullest extent permitted by law, by granting this Release, each Releasing Party assumes the risk of any mistake of law or fact with respect to the Released Claims and hereby waives any right it may have to seek rescission of this Release by reason thereof. For the avoidance of doubt, nothing in this Section 9.2 is intended to waive any obligation to HSA as a result of such Waived Matters; in each case without further action on Party’s (or its respective Affiliates’) indemnification obligations under the part of Seller and/or PurchaserOmnibus Agreement.

Mutual Release and Waiver. In consideration of Except with respect to the agreements contained herein : (a) Purchaser and Seller agree that the discussions between them respecting the possible investment by Purcahser in Digeo and its possible enforcement and/or performance of services on behalf of Digeo have terminated without agreement and that, assuming consummation of the Asset Purchase Agreement, Purchaser will lack the resources to perform such services; (b) effective concurrently with the execution of this Agreement and subject to the provisions of the Second Amendment if and to the extent entered into between the Parties, each of Seller and Purchaser hereby waives any and all claims and releases the other Securityholders, for themselves and their respective officersAffiliates and Representatives on the one hand, directorsand the Buyer for itself and its respective Affiliates and Representatives on the other hand (and it is the intention of the Parties that the foregoing, employeesas well as the provisions of this Agreement, attorneysshall bind also any receiver, agentsliquidator, affiliates (including without limitation as sequestrator, trustee, custodian or other officer having similar powers, appointed to Sellerany of the Parties, Charter their Affiliates and/or any of their assets), does hereby remise, release, waive and Digeo and their respective officers, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives forever discharge each other from any and all claims, allegations, demands, actions, causes of action, disputes, arbitrations and proceedings and all duties, debts, issuesdamages, causes of action and liabilities, whether liquidated losses, accounts, reckonings, sums of money, expenses, attorneys’ fees, remedies and demands related thereto in law or unliquidated, fixed or contingent, matured or unmaturedequity, known or unknown, then existing arising out of or thereafter arising, that are based in whole or part on any act, omission or other fact or circumstances relating to Purchaser's right the Option Agreement, the Escrow Agreement and/or the Pledge Agreement, including and without limitation, any rights to enforce the provisions of the Option Agreement and/or, with respect to the Securityholders, to make any monetary claims against Buyer and/or its respective Affiliates and Representatives (if any) other than the Company), and/or, with respect to acquire an equity interest the Buyer, any rights in Digeo connection with the ownership and possession of the Company, and the sole and exclusive remedy of the Securityholders and their respective Affiliates and Representatives, and the Buyer and its obligation respective Affiliates and Representatives, pursuant to pay approximately Two Million Five Hundred Thousand Dollars ($2,500,000)the Option Agreement, or Purchaser's right or obligation the Escrow Agreement and the Pledge Agreement, shall be as provided in this Agreement. Solely to perform services on behalf of Digeo, including, without limiting the generality of extent not inconsistent with the foregoing, those arising the Securityholders retain their rights under the Pledge Agreements, as applicable. Notwithstanding the foregoing, in connection with the event that Buyer, any written or oral communications between Seller of its respective Affiliates and PurchaserRepresentatives, or between any receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers, appointed to Buyer, its Affiliates and/or any of Seller their assets, successfully revokes, pursuant to a final Order of a court or Purchaser and any other person or entitytribunal of competent jurisdiction, or the actions of Seller, or Purchaser, as the case may be, or their officers, directors, shareholders, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives in connection with any validity and/or enforceability of the foregoing (collectively, return by transfer of the "Released Matters"); provided, however, that nothing contained in the foregoing release and waiver shall be applicable Escrowed Shares to the parties' respective rights and obligations Trustee and/or the Securityholders in accordance with respect to any actSection 2, omission or other occurrence not relating to and/or the Released Matters and (c) Seller and Purchaser acknowledge and agree thatpayment of the Settlement Consideration for the benefit of the Securityholders in accordance with Section 3, effective concurrently in accordance with the execution provisions of this Agreement, Purchaser shall have no right or obligation to acquire any equity interest in Digeo or to perform any services on behalf of Digeo (then the "Waived Matters") and none of Sellerforegoing release by the Securityholders, Digeo or Charter or their respective officersAffiliates and Representatives, directors, shareholders, employees, attorneys, agents, affiliates, successors, assigns, heirs, or representatives shall have any obligation to HSA as a result of such Waived Matters; in each case without further action on the part of Seller and/or Purchasernot apply.

Mutual Release and Waiver. In consideration of the agreements contained herein : ​ (a1) Purchaser Subject to Paragraph G below, ▇▇▇▇▇▇, on its own behalf and Seller agree that the discussions between them respecting the possible investment by Purcahser in Digeo and its possible performance of services on behalf of Digeo have terminated without agreement its affiliates (individually and thatcollectively, assuming consummation of the Asset Purchase Agreement“Investor Releasors”), Purchaser will lack hereby releases the resources to perform such services; (b) effective concurrently with the execution of this Agreement Company and each of Seller and Purchaser hereby waives any and all claims and releases the other and their its respective officers, agents, attorneys, directors, employees, attorneysaffiliates, shareholders, members, parents, subsidiaries, agents, affiliates attorneys, predecessors, successors and assigns individually or in entity form, and on behalf of any entities that they manage and/or control, together with their respective heirs, spouses, beneficiaries, representatives, agents, sureties, predecessors, successors, assigns, subsidiaries, parent corporations, affiliate companies, stockholders, members, managers, general partners, limited partners, officers, employees, directors, attorneys and as members, partners, beneficiaries or shareholders of any companies, partnerships, corporations or other entities (individually, a “Company Related Party” and, collectively, the “Company Related Parties”) of and from any and all claims, demands, actions, causes of action, liabilities or obligations and hereby waive any and all claims the Investor Releasors may have against the Company Related Parties now or hereafter arising and accruing from any conditions or events (including any relevant agreements except as provided below) that have occurred on or prior to the date hereof, and Investor Releasors hereby waive any and all claims Investor Releasors may have against the Company Released Parties or any such other Person released pursuant to this Paragraph E(1). Without limitation, the foregoing release by the Investor Releasors and the other parties described in this Paragraph E(1) shall relate to any and all claims, of any kind or character, growing out of or in any way connected with or in any way resulting from acts, actions, or omissions occurring on or prior to the date hereof of the Company Released Parties or of any of the other Persons released pursuant to this Paragraph E(1), including, without limitation limitation, any claim related to failure to fund, usury, any loss, cost or damage arising or incurred in connection with a breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence, breach of funding commitment, novation, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, violation of the Racketeer Influenced and Corrupt Organizations Act, violation of the Equal Credit Opportunity Act or any similar law, intentional or negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with corporate or partnership governance or prospective business advantage, breach of contract, deceptive trade practices, misrepresentation, libel, or slander (without admitting or implying that any such claim exists or has any validity); provided, however, and notwithstanding the foregoing provisions of this Paragraph E(1), the foregoing release and waiver shall not apply to the following: (i) any claims resulting from or arising out of the failure on the part of ScanTech and/or Pubco for any reason (A) to file the Follow-On Registration by close of business on February 10, 2025 and/or (B) to thereafter use its best reasonable efforts, and continuous efforts, to have the Follow-On Registration declared effective ​ by the U.S. Securities and Exchange Commission and cleared by any other required regulatory bodies as soon as practicable; (ii) any claims resulting from or arising out of the failure on the part of ScanTech and/or Pubco for any reason to Sellerdeliver the First Additional Shares and the Second Additional Shares as and when required by Paragraph D above; (iii) any claims (other than those covered or described in the preceding subclauses (i) and (ii)) resulting from or arising out of the gross negligence or willful breach on the part of ScanTech, Charter Pubco and/or any other Company Related Party under this Agreement, the Exchange Agreement, the Trust Waiver and/or the Lockup Agreement dated September 5, 2023 by and Digeo among Pubco, Mars Acquisition Corp. and others (the “Lock-up Agreement”); (iv) any claims resulting from or arising out of any fraud or willful misconduct on the part of ScanTech, Pubco and/or any other Company Related Party; (v) any claims resulting from or arising out of any breach or default on the part of ScanTech or Pubco under the Credit and Security Agreement dated September 25, 2024 by and among ScanTech, Pubco, the ▇▇▇▇▇▇ Lenders and others the “Credit Agreement”); and/or (v) any claims resulting from or arising out of any breach or default on the part of ▇▇▇▇▇▇ under the Credit Agreement by reason of any action, omission, conduct or activity of ▇▇▇▇▇▇ that constitutes fraud and/or intentional misconduct. ​ (2) The Company, individually or in entity form, and on behalf of any Persons that they manage and/or control, together with their respective heirs, spouses, beneficiaries, representatives, agents, sureties, predecessors, successors, assigns, subsidiaries, parent corporations, affiliate companies, stockholders, members, managers, general partners, limited partners, officers, employees, directors, attorneys and as members, partners, beneficiaries or shareholders of any companies, partnerships, corporations or other entities (individually and collectively, the “Company Releasors”), jointly and severally hereby release ▇▇▇▇▇▇, and each of its respective officers, agents, attorneys, directors, employees, attorneysaffiliates, shareholders, members, parents, subsidiaries, agents, affiliatesattorneys, successorspredecessors, assignssuccessors and assigns (individually, heirs an “Investor Related Party” and, collectively, the “Investor Released Parties”) of and representatives) successors, assigns, heirs and representatives from any and all claims, demands, debts, issuesactions, causes of action action, liabilities or obligations, now or hereafter arising and liabilitiesaccruing from any conditions or events (including any relevant agreements except as provided below) that have occurred on or prior to the date hereof, whether liquidated and Company Releasors hereby waive any and all claims Company Releasors may have against the Investor Released Parties or unliquidatedany such other Person released pursuant to this Paragraph E(2). Without limitation, fixed the foregoing release by the Company Releasors and the other parties described in this Paragraph E(2) shall relate to any and all claims, of any kind or contingentcharacter, matured growing out of or unmaturedin any way connected with or in any way resulting from acts, known or unknown, then existing or thereafter arising, that are based in whole or part on any act, omission or other fact or circumstances relating to Purchaser's right (if any) to acquire an equity interest in Digeo and its obligation to pay approximately Two Million Five Hundred Thousand Dollars ($2,500,000)actions, or Purchaser's right omissions occurring on or obligation prior to perform services on behalf the date hereof of Digeothe Investor Released Parties or of any of the other Persons released pursuant to this Paragraph E(2), including, without limiting the generality of the foregoinglimitation, those any claim related to failure to fund, usury, any loss, cost or damage arising or incurred in connection with a breach of fiduciary duty, breach of any written duty of fair dealing, breach of confidence, breach of funding commitment, novation, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, violation of the Racketeer Influenced and Corrupt Organizations Act, violation of the Equal Credit Opportunity Act or oral communications between Seller and Purchaserany similar law, intentional or negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with corporate or partnership governance or prospective business advantage, breach of contract, deceptive trade practices, misrepresentation, libel, or between slander (without admitting or implying that any of Seller such claim exists or Purchaser and has any other person or entity, or the actions of Seller, or Purchaser, as the case may be, or their officers, directors, shareholders, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives in connection with any of the foregoing (collectively, the "Released Matters"validity); provided, however, that nothing contained in the foregoing release and waiver shall be applicable not apply to the parties' respective rights and obligations with respect to following: (i) any act, omission claims resulting from or other occurrence not relating to arising out of the Released Matters and (c) Seller and Purchaser acknowledge and agree that, effective concurrently with the execution willful lack of this Agreement, Purchaser shall have no right or obligation to acquire any equity interest in Digeo or to perform any services on behalf of Digeo (the "Waived Matters") and none of Seller, Digeo or Charter or their respective officers, directors, shareholders, employees, attorneys, agents, affiliates, successors, assigns, heirs, or representatives shall have any obligation to HSA as a result of such Waived Matters; in each case without further action performance on the part of Seller ▇▇▇▇▇▇ or any other Company Related Party under this Agreement, the Exchange Agreement, the Trust Waiver and/or Purchaserthe Lock-up Agreement; and/or (ii) any claims resulting from or arising out of any fraud or willful misconduct on the part of ▇▇▇▇▇▇ or any other Company Related Party.

Mutual Release and Waiver. In consideration of The Company and the agreements contained herein : (a) Purchaser and Seller agree that the discussions between them respecting the possible investment by Purcahser in Digeo and its possible performance of services on behalf of Digeo have terminated without agreement and that, assuming consummation of the Asset Purchase Agreement, Purchaser will lack the resources to perform such services; (b) effective concurrently with the execution of this Agreement each of Seller and Purchaser hereby waives any and all claims and releases the other Buyer and their respective officerspredecessors, directorsparent corporations, employeesholding companies, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agentssubsidiaries, affiliates, successors, successors and assigns, heirs and representatives) successorsall of their officers, directors and employees each hereby release, cancel, forgive and forever discharge the Seller, each of its predecessors, parent corporations, holding companies, subsidiaries, affiliates, successors and assigns, heirs and representatives from any and all of their officers, directors and employees from all actions, claims, demands, debtsdamages, issuesobligations, causes of action and liabilities, controversies and executions, of any kind or nature whatsoever, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, then existing whether suspected or thereafter arisingnot, that are based in whole or part on any act, omission or other fact or circumstances relating to Purchaser's right (if any) to acquire an equity interest in Digeo and its obligation to pay approximately Two Million Five Hundred Thousand Dollars ($2,500,000)which have arisen, or Purchaser's right may have arisen, or obligation shall arise by any reason including but not limited to perform services on behalf causes of Digeoactions under the Transaction Documents except for those causes of action that may arise under the provisions of the Transaction Documents that survive termination of the Transaction Documents, includingthis Agreement, without limiting the generality of transactions contemplated hereunder, the indebtedness, rights, obligations or claims underlying the same, at any point in time. Subject to the foregoing, the Company and the Buyer each does specifically waive any claim or right to assert any cause of action or alleged case of action or claim or demand which has, through oversight or error intentionally or unintentionally or through a mutual mistake, been omitted from this release. The Seller hereby releases, cancels, forgives and forever discharges the Company, each of its predecessors, parent corporations, holding companies, subsidiaries, affiliates, successors and assigns, and all of their officers, directors and employees from all actions, claims, demands, damages, obligations, liabilities, controversies and executions, of any kind or nature whatsoever, whether known or unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise by reason of the Transaction Documents, except for those causes of action that may arise under provisions of the Transaction Documents that survive termination of the Transaction Documents and those arising in connection with any written or oral communications between Seller and Purchaser, or between any of Seller or Purchaser and any other person or entity, or the actions of Seller, or Purchaser, as the case may be, or their officers, directors, shareholders, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives in connection with any of the foregoing (collectively, the "Released Matters"); provided, however, that nothing contained in the foregoing release and waiver shall be applicable to the parties' respective rights and obligations with respect to any act, omission or other occurrence not relating to the Released Matters and (c) Seller and Purchaser acknowledge and agree that, effective concurrently with the execution of this Agreement, Purchaser the indebtedness, rights, obligations or claims underlying the same, at any point in time, and does specifically waive any claim or right to assert any cause of action or alleged case of action or claim or demand which has, through oversight or error intentionally or unintentionally or through a mutual mistake, been omitted from this release. Notwithstanding this section nothing contained herein shall have no right or obligation to acquire any equity interest in Digeo or to perform any services on behalf of Digeo (the "Waived Matters") and none of Seller, Digeo or Charter or their respective officers, directors, shareholders, employees, attorneys, agents, affiliates, successors, assigns, heirs, or representatives shall have any obligation to HSA be construed as a result release of such Waived Matters; in each case without further action on the part of Seller and/or PurchaserSeller’s obligations under this Agreement to the Buyer.

Mutual Release and Waiver. In consideration 7.1 This Agreement is a compromise of all claims — known, unknown, actual, and potential — among the Parties to this Agreement. This Agreement shall not be construed as an admission by any of the agreements contained herein : (a) Purchaser and Seller agree that the discussions between Parties of any wrongdoing or liability of any kind, or an admission by them respecting the possible investment by Purcahser in Digeo and its possible performance of services on behalf of Digeo have terminated without agreement and that, assuming consummation any violation of the Asset Purchase Agreement, Purchaser will lack the resources to perform such services; (b) effective concurrently with the execution of this Agreement each of Seller and Purchaser hereby waives any and all claims and releases the other and their respective officers, directors, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives from any and all demands, debts, issues, causes of action and liabilities, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, then existing or thereafter arising, that are based in whole or part on any act, omission or other fact or circumstances relating to Purchaser's right (if any) to acquire an equity interest in Digeo and its obligation to pay approximately Two Million Five Hundred Thousand Dollars ($2,500,000), or Purchaser's right or obligation to perform services on behalf of Digeo, including, without limiting the generality rights of the foregoing, those arising in connection with any written Parties or oral communications between Seller and Purchaser, or between any of Seller or Purchaser and any other person or entity, or violation of any order, law, statute, duty or contract on the actions part of Sellerthe Parties. The Parties intend merely to avoid potential litigation. 7.2 Owners and City, or Purchaserand each of them, as on behalf of themselves, their successors-in-interest, assigns, and all others who may take any interest in the case may bematter herein released, or their do hereby fully mutually release and discharge each other, and each other’s respective partners, officers, directors, shareholders, servants, employees, agents, managing agents, affiliated or related entities, administrators, assigns, attorneys, agentsinsurers, affiliates sureties, representatives, beneficiaries and successors from any and all claims, lawsuits, demands, liabilities, damages, causes of action, or actions of every kind or nature whatsoever, which they each presently have, had, or claim to have arising from or connected with this Agreement and/or the Project (including without limitation as Released Claims). This release shall be a complete and absolute bar to Sellerany and all future claims and administrative or judicial actions based upon, Charter and Digeo and their respective officerscontesting, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives in connection with or challenging on any basis the development of the foregoing (collectivelyProject or any Project approvals to facilitate implementation and/or development of the Project, except to the "Released Matters"); provided, however, extent such action is not prohibited by a specific provision of this Agreement. 7.3 It is the intention of the Parties that nothing contained this Agreement shall be effective as a full and final accord and satisfactory release of each and every matter specifically and generally referred to in the foregoing release and waiver shall be applicable to the parties' respective rights and obligations with releases set forth in this Section 7. With respect to any act, omission or other occurrence not relating to the Released Matters Claims, it is the intention of the Parties to expressly, knowingly, and (c) Seller voluntarily waive any and Purchaser acknowledge all rights and agree thatbenefits conferred upon them by Section 1542 of the California Civil Code, effective concurrently which states as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the execution of debtor. 7.4 Nothing in this Section 7 shall apply to the rights, duties, and obligations undertaken or created by this Agreement, Purchaser shall have no right or obligation to acquire any equity interest in Digeo or to perform any services on behalf of Digeo (the "Waived Matters") and none of Seller, Digeo or Charter or their respective officers, directors, shareholders, employees, attorneys, agents, affiliates, successors, assigns, heirs, or representatives shall have any obligation to HSA as a result of such Waived Matters; in each case without further action on the part of Seller and/or Purchaser.

Mutual Release and Waiver. In consideration of the agreements contained herein : full and final settlement of the accrued and unpaid monitoring or management fees contemplated hereby and the concurrent sale of Series A Preferred Stock pursuant to that certain Preferred Stock Purchase Agreement by and between Sagard LP and Iliad Research and Trading, L.P., dated as of the date hereof (a) Purchaser the time of the consummation of such sale, the “Effective Time”), each of the Company and Seller agree that the discussions between them respecting the possible investment by Purcahser in Digeo Sagard, on its own behalf and its possible performance of services on behalf of Digeo have terminated without agreement its subsidiaries and thatcontrolled affiliates and its and their successors and assigns (collectively referred to as “Releasor”), assuming consummation of the Asset Purchase Agreement, Purchaser will lack the resources to perform such services; (b) effective concurrently with the execution of this Agreement each of Seller hereby releases and Purchaser hereby waives any and all claims and releases forever discharges the other party and their respective affiliates, and all of their respective equityholders, members, managers, partners, officers, directors, employeesboard designees, attorneysboard observers, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directorsrepresentatives, employees, attorneysconsultants and advisors (collectively referred to as “Releasee”), agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives from any and all claims, counterclaims, demands, debts, issuesactions, causes of action and liabilitiesaction, suits, expenses, costs, attorneys’ fees, damages, indemnities, obligations and/or liabilities of any nature whatsoever (collectively, “Released Claims”), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, then existing which Releasor ever had, now has or thereafter arisinghereafter may have against Releasee, that are based in whole by reason of any matter, cause or part on any actthing whatsoever from the beginning of the time to the date of this Release, omission or other fact or circumstances relating to Purchaser's right (if any) to acquire an equity interest in Digeo and its obligation to pay approximately Two Million Five Hundred Thousand Dollars ($2,500,000), or Purchaser's right or obligation to perform services on behalf of Digeoexcept as otherwise provided herein, including, without limiting but not limited to, the generality ownership of Series A Preferred Stock, the foregoingrelated certificate of designation, those arising any purchase agreement, monitoring or consulting agreement, or other documents or agreements related thereto, and/or exercise of contractual, legal and other rights in connection with therewith. Releasor covenants not to bring any written Released Claim, demand or oral communications between Seller and Purchaserproceeding arising out of or related to any Released Claim released hereby. For the avoidance of doubt, or between any of Seller or Purchaser and any other person or entity, or the actions of Seller, or Purchaser, as the case may be, or their officers, directors, shareholders, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives in connection with any of the foregoing (collectively, the "Released Matters"); provided, however, that nothing contained in the foregoing herein shall release and waiver shall be applicable to the parties' respective rights and any obligations with respect to any act, omission or other occurrence not relating to the Released Matters and (c) Seller and Purchaser acknowledge and agree that, effective concurrently with the execution of Releasee under this Stock Plan Agreement, Purchaser shall have no right or obligation to acquire any equity interest in Digeo or to perform any services on behalf of Digeo (the "Waived Matters") and none of Seller, Digeo or Charter or their respective officers, directors, shareholders, employees, attorneys, agents, affiliates, successors, assigns, heirs, or representatives shall have any obligation to HSA as a result of such Waived Matters; in each case without further action on the part of Seller and/or Purchaser.

Mutual Release and Waiver. In consideration of the agreements contained herein : (a) Purchaser and Seller agree that the discussions between them respecting the possible investment by Purcahser Purchaser in Digeo and its possible performance of services on behalf of Digeo have terminated without agreement and that, assuming consummation of the Asset Purchase Agreement, Purchaser will lack the resources to perform such services; (b) effective concurrently with the execution of this Agreement each of Seller and Purchaser hereby waives any and all claims and releases the other and their respective officers, directors, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives from any and all demands, debts, issues, causes of action and liabilities, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, then existing or thereafter arising, that are based in whole or part on any act, omission or other fact or circumstances relating to Purchaser's right (if any) to acquire an equity interest in Digeo and its obligation to pay approximately Two Million Five Hundred Thousand Dollars ($2,500,000), or Purchaser's right or obligation to perform services on behalf of Digeo, including, without limiting the generality of the foregoing, those arising in connection with any written or oral communications between Seller and Purchaser, or between any of Seller or Purchaser and any other person or entity, or the actions of Seller, or Purchaser, as the case may be, or their officers, directors, shareholders, employees, attorneys, agents, affiliates (including without limitation as to Seller, Charter and Digeo and their respective officers, directors, employees, attorneys, agents, affiliates, successors, assigns, heirs and representatives) successors, assigns, heirs and representatives in connection with any of the foregoing (collectively, the "Released Matters"); provided, however, that nothing contained in the foregoing ---------------- -------- ------- release and waiver shall be applicable to the parties' respective rights and obligations with respect to any act, omission or other occurrence not relating to the Released Matters and (c) Seller and Purchaser acknowledge and agree that, effective concurrently with the execution of this Agreement, Purchaser shall have no right or obligation to acquire any equity interest in Digeo or to perform any services on behalf of Digeo (the "Waived Matters") and none of Seller, Digeo or Charter or their respective officers, directors, shareholders, employees, attorneys, agents, affiliates, successors, assigns, heirs, or representatives shall have any obligation to HSA as a result of such Waived Matters; in each case without further action on the part of Seller and/or Purchaser.