Common use of Mutual Release Clause in Contracts

Mutual Release. In consideration of the covenants, agreements, and undertakings set forth in [the Termination Agreement and] this Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, related entities, officers, directors, shareholders, members, partners, employees, agents, successors, and assigns (collectively, the “Releasors”), hereby fully and irrevocably releases, waives, and discharges the other Party and its respective present and former parents, subsidiaries, affiliates, related entities, employees, officers, directors, shareholders, members, partners, agents, representatives, successors, and assigns (collectively, the “Releasees”) from any and all actions, causes of action, claims, demands, suits, liabilities, obligations, debts, dues, sums of money, accounts, covenants, contracts, controversies, complaints, damages, judgments, executions, costs, expenses (including reasonable attorneys’ fees), or any other claims or demands of any nature whatsoever, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, whether arising in law or equity, contract, tort, statute, or otherwise (collectively, “Claims”), that any of the Releasors has, had, or may have against any of the Releasees through the date of this Release Agreement, arising out of, relating to, or in connection with the [Underlying Agreement], except for any Claims relating to rights and obligations preserved under [the Termination Agreement or] this Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to the consideration paid under this Agreement. This includes any third party claims or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilities, losses, damages, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action relating to the matters covered by this release. Each Party, on behalf of itself and its Releasors, acknowledges that it may later discover facts or claims that differ from, or are in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claims, known or unknown, foreseen or unforeseen, suspected or unsuspected. The Releasors acknowledge that this waiver is an essential and material term of this Agreement.

Mutual Release. In consideration (a) As of the covenantsEffective Date, agreementsexcept as explicitly provided in this Assignment or except where such liabilities arise from or are caused by the gross negligence, willful misconduct or fraud of Assignee, the Partnership, AMLI or their Affiliates, as the case may be, Assignor, on its behalf and undertakings set forth in [the Termination Agreement and] this Agreement, each Party, on behalf of itself each of its Affiliates and its each of their respective present and former parentsrepresentatives, subsidiariesagents, affiliatessuccessors, related entitiesassigns, officers, directors, shareholders, members, partnersmanagers, employeesemployees and each of them (collectively, the "Assignor Parties") hereby irrevocably waives, releases and discharges, absolutely and forever, Assignee, the Partnership and AMLI and each of their Affiliates from any and all liabilities to Assignor or the other Assignor Parties of any kind and nature whatsoever (including in respect of any rights of contribution or indemnification) in respect of facts, events, circumstances or conditions occurring or arising prior to the Effective Date. (b) As of the Effective Date, except as explicitly provided in this Assignment or except where such liabilities arise from or are caused by the gross negligence, willful misconduct or fraud of Assignor or its Affiliates, as the case may be, each of Assignee, the Partnership and AMLI, on its behalf and on behalf of each of their respective Affiliates and each of their respective representatives, agents, successors, and assigns (collectively, the “Releasors”), hereby fully and irrevocably releases, waives, and discharges the other Party and its respective present and former parents, subsidiaries, affiliates, related entities, employeesassigns, officers, directors, shareholders, members, partnersmanagers, agents, representatives, successors, employees and assigns each of them (collectively, the “Releasees”"Assignee Parties") hereby irrevocably waives, releases and discharges, absolutely and forever, the Assignor and each of its Affiliates, from any and all actionsliabilities to Assignee, causes the Partnership, AMLI or the other Assignee Parties of action, claims, demands, suits, liabilities, obligations, debts, dues, sums of money, accounts, covenants, contracts, controversies, complaints, damages, judgments, executions, costs, expenses any kind and nature whatsoever (including reasonable attorneys’ fees), or any other claims or demands in respect of any nature whatsoeverrights of contribution or indemnification) in respect of facts, whether known events, circumstances or unknown, suspected conditions occurring or unsuspected, foreseen or unforeseen, whether arising in law or equity, contract, tort, statute, or otherwise (collectively, “Claims”), that any of the Releasors has, had, or may have against any of the Releasees through the date of this Release Agreement, arising out of, relating to, or in connection with the [Underlying Agreement], except for any Claims relating to rights and obligations preserved under [the Termination Agreement or] this Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating prior to the consideration paid under this Agreement. This includes any third party claims or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilities, losses, damages, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action relating to the matters covered by this release. Each Party, on behalf of itself and its Releasors, acknowledges that it may later discover facts or claims that differ from, or are in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claims, known or unknown, foreseen or unforeseen, suspected or unsuspected. The Releasors acknowledge that this waiver is an essential and material term of this AgreementEffective Date.

Mutual Release. (a) In consideration of the covenants, agreements, agreements and undertakings set forth in [of the Termination Agreement and] Parties under this Agreement, each Clean Line Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, related entities, officers, directors, shareholders, members, partners, employees, agents, successors, successors and assigns (collectively, the “Clean Line Releasors”), ) hereby fully and irrevocably releases, waives, waives and forever discharges the other Party DOE and its respective present and former parents, subsidiaries, affiliates, related entities, employees, officers, directors, shareholders, members, partners, agents, representatives, successors, permitted successors and permitted assigns (collectively, the “DOE Releasees”) of and from any and all actions, causes of action, claimssuits, demands, suitslosses, liabilities, obligationsrights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, complaintsagreements, promises, variances, trespasses, damages, judgments, extents, executions, costsclaims, expenses (including reasonable attorneys’ fees)and demands, or any other claims or demands of any every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, foreseen in law, admiralty or unforeseen, whether arising in law or equity, contract, tort, statute, or otherwise equity (collectively, “Clean Line Claims”), that which any of the such Clean Line Releasors hasever had, hadnow have, or hereafter can, shall, or may have against any of such DOE Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the Releasees beginning of time through the date of this Release Agreement, Effective Date arising out of, of or relating to, or in connection with to the [Underlying Participation Agreement], except for any Clean Line Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Agreement (including, without limitation, the Surviving Provisions). (b) In consideration of the covenants, agreements and undertakings of the Parties under [the Termination Agreement or] this Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify DOE, on behalf of itself and hold harmless its respective present and former successors and assigns (collectively, “DOE Releasors” and, together with the Releasees Clean Line Releasors, the “Releasors”) hereby releases, waives and forever discharges the Clean Line Parties and their respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members agents, representatives, permitted successors and permitted assigns (collectively, “Clean Line Releasees” and, together with the DOE Releasees, the “Releasees”) of and from all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claimsactions, demandscauses of action, suits, actionslosses, proceedingsliabilities, lossesrights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, liabilitiesjudgments, costsextents, executions, claims, and expenses demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (including reasonable attorneys’ fees and court costs) collectively, “DOE Claims” and, together with the Clean Line Claims, the “Claims”)), which any of such DOE Releasors ever had, now have, or hereafter can, shall, or may have against any of such Clean Line Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the Effective Date arising out of or relating to the consideration paid under this Participation Agreement. This includes , except for any third party claims or governmental actions that may be brought against the ReleaseesDOE Claims relating to rights and obligations preserved by, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, created by or otherwise against the Releasees. If such a claim is broughtarising out of this Agreement (including, without limitation, the Releasors agree to indemnify Surviving Provisions and hold harmless the Releasees from any and all liabilities, losses, damages, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action DOE Claims relating to any Covered Costs or Covered Liabilities, such rights and obligations collectively being, the matters covered by this release. “Reserved DOE Claims”). (c) Each Party, on behalf of itself and each of its respective Releasors, acknowledges understands that it may later discover Claims or facts or claims that differ frommay be different than, or are in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this releaseSection 3, and which, if known at the time of signing this Agreement, may have materially affected this Agreement and such Party’s decision to enter into it and grant the release contained in this Section 3. Nevertheless, each Party intends except as otherwise expressly set forth herein, the Releasors intend to fully, finally and forever settle and release all Claims (other than any Reserved DOE Claims) that now exist, may exist or previously existed, as set forth in the release contained in this Agreement to be a fullSection 3, final, and complete release of all Claims, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors acknowledge hereby waive any right or Claim (other than any Reserved DOE Claims) that this waiver is an essential might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and material term intentionally waive any and all rights, benefits, and protections of this Agreementany state or federal statute or common law principle limiting the scope of a general release.

Mutual Release. In consideration Each of Borrower and Lender HEREBY RELEASES, REMISES, ACQUITS AND FOREVER DISCHARGES the covenantsother and the other's partners, agreementsparticipants, predecessors, successors and assigns, subsidiary entities, parent entities, and undertakings set forth in [the Termination Agreement and] this Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, other affiliates, related entities, officers, directors, shareholders, members, partners, as well as all employees, agents, successors, and assigns (collectively, the “Releasors”), hereby fully and irrevocably releases, waives, and discharges the other Party and its respective present and former parents, subsidiaries, affiliates, related entities, employees, officers, directors, shareholders, members, partners, agents, representatives, successorsconsultants, attorneys, fiduciaries, partners, officers and assigns directors of any of the foregoing (collectively, all of the “Releasees”foregoing beneficiaries of such release being hereinafter called the "Released Persons") from any and all actions, actions and causes of action, judgments, executions, suits, debts, claims, demands, suits, liabilities, obligations, debts, dues, sums of money, accounts, covenants, contracts, controversies, complaints, damages, judgments, executions, costs, damages and expenses (including reasonable attorneys’ fees), or any other claims or demands of any nature whatsoever, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, whether arising in law or equity, contract, tort, statute, or otherwise (collectively, “Claims”), that any of the Releasors has, had, or may have against any of the Releasees through the date of this Release Agreement, arising out of, relating to, or in connection with the [Underlying Agreement], except for any Claims relating to rights and obligations preserved under [the Termination Agreement or] this Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to the consideration paid under this Agreement. This includes any third party claims or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilities, losses, damages, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action relating to the matters covered by this release. Each Party, on behalf of itself and its Releasors, acknowledges that it may later discover facts or claims that differ from, or are in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claimsevery character, known or unknown, foreseen direct or unforeseenindirect, suspected at law or unsuspectedin equity, sounding in contract or in tort, of whatsoever kind or nature, for or because of any matter or things done, omitted or suffered to be done by any of the Released Persons prior to the date of execution hereof and in any way directly or indirectly arising out of or in any way connected to the Credit Agreement or any attempt by Borrower to raise funds through the sale of equity or debt securities, INCLUDING WITHOUT LIMITATION ANY CLAIM OR LIABILITY RELATED TO FRAUD, INADEQUATE DISCLOSURE, NEGLIGENCE, USURY (INCLUDING WITHOUT LIMITATION ANY DEFENSE BASED ON USURY), OR WRONGFUL INTERFERENCE WITH CONTRACTS, BUSINESS OPPORTUNITIES OR RELATIONSHIPS (all of the foregoing hereinafter called the "Released Matters"); PROVIDED THAT THE RELEASED MATTERS DO NOT INCLUDE OR APPLY TO, AND THAT NO RELEASE IS GIVEN HEREBY WITH RESPECT TO, ANY PRINCIPAL, INTEREST, OTHER INDEBTEDNESS, INDEMNITY, COVENANT, OR OTHER RIGHTS, OBLIGATIONS OR DUTIES OF BORROWER OR LENDER UNDER THIS AMENDMENT, THE CREDIT AGREEMENT, THE NOTE OR ANY OTHER LOAN DOCUMENT. The Releasors acknowledge Each of Borrower and Lender acknowledges and agrees that this waiver is an essential and material term the provisions of this Agreement.Amendment constitute full and adequate consideration for the foregoing releases. For the purposes of the foregoing release by Borrower, the affiliates of Borrower shall be deemed to include, without limitation, EnCap Energy Advisors, Inc., RP&C International, Inc., and EnCap Investments L.C.

Mutual Release. In Each of Authentidate and EncounterCare (in such capacity, a “Releasor”), in consideration of the covenantsagreements made herein, agreementsagrees to forever release, cancel, forgive and undertakings set forth in [forever discharge the Termination Agreement and] this Agreementother, each Partyof its predecessors, on behalf of itself and its respective present and former parentsparent corporations, holding companies, subsidiaries, affiliatesdivisions, related entitiesaffiliates (including, in the case of Authentidate, the Company), officers, directors, shareholdersmanagers, members, partnersemployees, employeesconsultants, representatives, designees, agents, successorsequity holders, heirs, successors and assigns in all capacities whatsoever (collectively, the “ReleasorsReleased Parties”)) and the heirs, hereby fully and irrevocably releasesexecutors, waivesadministrators, and discharges the other Party and its respective present and former parents, subsidiaries, affiliates, related entities, employees, officers, directors, shareholders, members, partners, agents, representatives, successors, successors and assigns (collectively, of the “Releasees”) Released Parties from any and all actionsclaims arising by reason of any matter, causes cause or thing whatsoever from the beginning of actionthe world to the date of this Agreement, including, but not limited to, claims arising under the JV Agreement and the LLC Agreement, and all debts, obligations, claims, demands, suits, liabilities, obligations, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, complaintsagreements, damagespromises, judgmentsvariances, executions, costs, expenses (including reasonable attorneys’ fees), or any other claims or demands of any nature whatsoever, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, whether arising in law or equity, contract, tort, statute, or otherwise (collectively, “Claims”), that any of the Releasors has, had, or may have against any of the Releasees through the date of this Release Agreement, arising out of, relating to, or in connection with the [Underlying Agreement], except for any Claims relating to rights and obligations preserved under [the Termination Agreement or] this Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claims, demands, suits, actions, proceedingstrespasses, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to the consideration paid under this Agreement. This includes any third party claims or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilities, losses, damagesearnings, costs, expenses, injuries, judgments, extents, executions or causes of action of any kind whatsoever, known or unknown, in tort, contract, by statute or on any other basis, for equitable relief, compensatory, punitive or other damages, expenses (including attorney’s fees), reimbursements or costs of any kind including, without limitation, in the case of Authentidate as Releasor, all claims with respect to advances made prior to the Closing Date by Authentidate on behalf of EncounterCare for expenses of the Company, and reasonable attorneys’ fees each party, as a Releasor does specifically, waive any claim or right to assert any cause of action or alleged cause of action or claim or demand that has, through oversight or error, intentionally or unintentionally or through a [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] mutual mistake, been omitted from this Agreement; provided, neither party releases any claims arising therefrompursuant to this Agreement or the other Transaction Agreements. The Releasors further agree to immediately withdraw Each Releasor understands and agrees, in compliance with all applicable laws that require a specific release of unknown claims or discontinue any such actions or proceedings and acknowledge benefits, that this Agreement shall serve as includes a complete defense in any legal action relating release of unknown claims and Releasor hereby expressly waives and relinquishes all claims, rights or benefits that Releasor may have which are unknown to Releasor at the matters covered by time of the execution of this releaseAgreement. Each Party, on behalf of itself and its Releasors, Releasor acknowledges that it may later discover facts different from or claims that differ from, or are in addition to, to those it which he now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends be true and that this Agreement to and the waiver and release set forth herein shall be a full, final, and complete release of remain effective in all Claims, known respects notwithstanding such different or unknown, foreseen additional facts or unforeseen, suspected or unsuspected. The Releasors acknowledge that this waiver is an essential and material term of this Agreementthe discovery thereof.

Mutual Release. In consideration of the covenants, agreements, (a) Except as to such rights as may be created by this Settlement Agreement and undertakings specifically set forth in [II(d) below, the Termination Quest Entities and their past, present, and future predecessors, successors, affiliates (including, but not limited to Quest Energy Service, LLC, Quest Energy GP, LLC, Quest Cherokee, LLC, Quest Cherokee Oilfield Service, Quest Midstream GP, LLC, and Bluestem Pipeline, LLC), agents, employees, representatives, members, fiduciaries, beneficiaries, officers, directors, parent entities, subsidiaries, and hereby irrevocably and unconditionally RELEASE, ACQUIT, WAIVE, AND FOREVER DISCHARGE ▇▇▇▇▇ ▇. ▇▇▇▇, his heirs, executors, administrators, agents, representatives, successors, assigns, and attorneys, from and against any and all known and unknown claims, obligations, debts, loans, liabilities, losses, and damages whatsoever in law or equity, asserted or unasserted that the Quest Entities ever had, presently have, or may have in the future against Cash, including, but not limited to, any and all actual or implied claims, demands and causes of action asserted in, arising out of or connected with, directly or indirectly, Cash’s Quest Employment, the Transfers, and the subject matter of the Lawsuit or that could have been asserted in the Lawsuit or in any other lawsuit. This release of Cash by the Quest Entities and their past, present, and future predecessors, successors, affiliates does not release and has no effect upon: (1) any civil or criminal charges, claims, obligations, debts, liabilities, losses, and damages by or of any third party, including but not limited to, shareholders of Quest Resource Corporation and Quest Energy Partners, L.P., the State of Oklahoma, and the United States of America; or (2) the rights and obligations of American International Insurance Group, Inc. or any other insurer. (b) Except as to such rights as may be created by this Settlement Agreement and] this Agreementand specifically set forth in II(c) below, each PartyCash hereby irrevocably and unconditionally RELEASES, on behalf of itself ACQUITS, WAIVES, AND FOREVER DISCHARGES Quest Resource Corporation, Quest Energy Partners, L.P. and its Quest Midstream Partners, L.P., and their respective present and former parentsheirs, executors, administrators, agents, representatives, subsidiaries, affiliates, related entitiesemployees, partners, officers, directors, shareholders, members, partners, employees, agents, successors, and assigns (collectively, the “Releasors”), hereby fully and irrevocably releases, waivesassigns, and discharges the other Party attorneys from and its respective present and former parents, subsidiaries, affiliates, related entities, employees, officers, directors, shareholders, members, partners, agents, representatives, successors, and assigns (collectively, the “Releasees”) from against any and all actions, causes of action, known and unknown claims, demands, suits, liabilities, obligations, debts, duesloans, sums of moneyliabilities, accounts, covenants, contracts, controversies, complaints, damages, judgments, executions, costs, expenses (including reasonable attorneys’ fees), or any other claims or demands of any nature whatsoever, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, whether arising losses and damages whatsoever in law or equity, contractasserted or unasserted that Cash ever had, tort, statute, or otherwise (collectively, “Claims”), that any of the Releasors presently has, had, or may have in the future against the Quest Entities, including, but not limited to, any and all actual or implied claims, demands and causes of the Releasees through the date of this Release Agreementaction, asserted in, arising out ofof or connected with, relating todirectly or indirectly, Cash’s Quest Employment, the Transfers, and the subject matter of the Lawsuit or that could have been asserted in the Lawsuit or in any other lawsuit, or in connection with the [Underlying Agreement], except for any Claims relating to rights and obligations preserved under [the Termination Agreement or] this Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, or demands made by violation of any federal, state, or local tax authoritieslaw, including, but not limited to, any violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Equal Pay Act, 29 U.S.C. § 206, the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., the Americans with ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq., the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), 29 U.S.C. § 621 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq., the Occupational Safety and Health Act, Section 11(c), 29 U.S.C. § 660(c); Oklahoma Anti-Discrimination Act, 25 O.S.A. § 1101; Oklahoma Equal Pay Act, 40 O.S.A. § 198.1, Oklahoma Genetic Nondiscrimination In Employment Act, 36 O.S.A. § 3614.2, Oklahoma Workers’ Compensation Act, 85 O.S.A. § 5 or any other employment or civil rights act, and any and all claims for severance pay or benefits under any compensation or employee benefit plan, program, policy, contract, agreement or other arrangement of the Quest Entities or affiliates, including any claim under any deferred incentive compensation plan. (c) Cash DOES NOT RELEASE the Quest Entities from any obligations arising from the Indemnification Agreement dated as of March 5, 2008 between Cash and Quest Resource Corporation (“Cash Indemnity Agreement”), which includes the advancement of legal fees and expenses, against any current or future threatened or pending litigation, investigations or proceedings, by reason of the fact that Cash was an officer, director and employee of Quest Resource Corporation and/or the Quest Entities. Additionally, Cash DOES NOT RELEASE the Quest Entities’ insurance carriers front any rights and obligations, including but not limited to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, indemnity and Medicare), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out advancement of or relating to the consideration paid under this Agreement. This includes any third party claims or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basisexpenses, of which Cash is entitled under any applicable policy. (d) The Quest Entities DO NOT RELEASE any other person or entity except as set forth herein. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is broughtAdditionally, the Releasors Parties agree that the Quest Entities are not waiving any rights to indemnify and hold harmless assert any applicable defense set forth in the Releasees from any and all liabilities, losses, damages, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action relating to the matters covered by this release. Each Party, on behalf of itself and its Releasors, acknowledges that it may later discover facts or claims that differ from, or are in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claims, known or unknown, foreseen or unforeseen, suspected or unsuspected. The Releasors acknowledge that this waiver is an essential and material term of this Cash Indemnity Agreement.

Mutual Release. In consideration of the covenants, agreements, and undertakings set forth in [the Termination Agreement and] benefits afforded by this Agreement, each Party(i) the Company, including after the Petition Date, on behalf of itself themselves and its their respective present estates, (ii) each Consenting Noteholder, (iii) the Administrative Agent and (iv) each Consenting Lender, on behalf of themselves and each of the foregoing Parties’ predecessors, successors and assigns, and current and former parentsshareholders, affiliates, subsidiaries, affiliatesprincipals, related entitiesemployees, agents, officers, directors, shareholdersmanagers, trustees, partners, members, partnersprofessionals, employeesrepresentatives, agentsadvisors, successorsattorneys, financial advisors, accountants, investment bankers, and assigns consultants (collectively, the “Releasors”Representatives” in their capacities as such), hereby fully in each case in their capacity as such, forever and irrevocably releasesrelease, waivesdischarge, and discharges the acquit each other Party and its their respective present Representatives of and former parents, subsidiaries, affiliates, related entities, employees, officers, directors, shareholders, members, partners, agents, representatives, successors, and assigns (collectively, the “Releasees”) from any and all actionsclaims, demands, liabilities, responsibilities, disputes, remedies, causes of action, claimsindebtedness and obligations, demandsrights, assertions, allegations, actions, suits, liabilities, obligations, debts, dues, sums of money, accounts, covenants, contracts, controversies, complaints, damages, judgments, executions, costs, expenses (including reasonable attorneys’ fees), or any other claims or demands of any nature whatsoever, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, whether arising in law or equity, contract, tort, statute, or otherwise (collectively, “Claims”), that any of the Releasors has, had, or may have against any of the Releasees through the date of this Release Agreement, arising out of, relating to, or in connection with the [Underlying Agreement], except for any Claims relating to rights and obligations preserved under [the Termination Agreement or] this Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claims, demands, suits, actions, proceedings, losses, damages, liabilitiesinjuries, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to the consideration paid under this Agreement. This includes any third party claims or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilities, losses, damagesfees, costs, expenses, or judgments of every type, whether known, unknown, asserted, unasserted, suspected, unsuspected, accrued, unaccrued, fixed, contingent, pending or threatened, including all legal and reasonable attorneys’ fees equitable theories of recovery, arising therefrom. The Releasors further agree to immediately withdraw under common law, statute or discontinue any such actions regulation or proceedings by contract, of every nature and acknowledge that this Agreement shall serve as a complete defense description, solely arising out of, in any legal action connection with, or relating to this (a) Agreement, (b) the matters covered Term Loan Agreement and the related loan documents (including any forbearance or waivers granted in connection therewith), and any actions taken by this release. Each Partythe Administrative Agent or Lender thereunder, on behalf including the exercise of itself remedies and its Releasorsacceleration of such debt, acknowledges that it may later discover facts (c) the Second Lien Notes Indenture and the related loan documents (including any forbearance or waivers granted in connection therewith), and any actions taken by the Indenture Trustee or holders of Second Lien Notes thereunder, including the exercise of remedies and acceleration of such debt) and/or (d) in each case, any transactions contemplated hereunder or thereunder, including any and all (x) so-called “lender liability” or similar claims or causes of action, (y) claims and causes of action arising under the Bankruptcy Code, and (z) claims and causes of action with respect to the validity, priority, perfection or avoidability of the liens or claims of the Administrative Agent, the First Lien Lenders or the holders of Second Lien Notes; provided that, the releases set forth in this section shall be limited to such claims arising prior to and including the Agreement Effective Date and, with respect to the Debtors and their estates, shall be subject to the challenge provisions of the applicable DIP Order and any applicable Challenge; provided further, that, from and after the occurrence of a MW Settlement Termination Event this Section 6(e) and the releases set forth herein shall be null and void and of no further force and effect; provided, further, that differ from, the mutual releases in this Section 6(e) shall not affect or are in addition to, those it now knows or believes release any Party’s rights to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claims, known or unknown, foreseen or unforeseen, suspected or unsuspected. The Releasors acknowledge that this waiver is an essential and material term of enforce this Agreement, the Plan or the other contracts, instruments, releases, agreements or documents to be, entered into or delivered in connection with this Agreement, the Plan or the Restructuring.

Mutual Release. In consideration of Section 3.1 Notwithstanding anything to the covenantscontrary in the Business Combination Agreement or any other Transaction Document, agreementsXPAC, for itself, and undertakings set forth in [the Termination Agreement and] this Agreement, each Party, on behalf of itself its Representatives, hereby unconditionally, irrevocably, absolutely, forever and fully acquits, releases and discharges each of the Company, PubCo, Merger Sub 1, Merger Sub 2 and Newco and its respective present Representatives from all claims, contentions, rights, debts, interest, liabilities, demands, allegations, assertions, complaints, controversies, accounts, reckonings, obligations, duties, charges, grievances, promises, commitments, guarantees, endorsements, costs, expenses (including, without limitation, attorneys' fees and former parents, subsidiaries, affiliates, related entities, officers, directors, shareholders, members, partners, employees, agents, successors, and assigns (collectively, the “Releasors”costs incurred), hereby fully and irrevocably releasesliens, waivesindemnification rights, and discharges the other Party and its respective present and former parentsdamages, subsidiariespunitive damages, affiliates, related entities, employees, officers, directors, shareholders, members, partners, agents, representatives, successors, and assigns (collectively, the “Releasees”) from any and all actions, causes of action, claims, demandslosses, suits, liabilities, obligationsactions and causes of action, debtsof any kind whatsoever, dueswhether due or owing in the past, sums present or future, whether based upon breach of moneycontract, accountsfraud, covenantswillful breach, contractstort, controversies, complaints, damages, judgments, executions, costs, expenses (including reasonable attorneys’ fees), statute or any other claims legal or demands equitable theory of any nature whatsoeverrecovery, whether direct or indirect, known or unknown, disclosed or undisclosed, suspected or unsuspected, foreseen asserted or unforeseenunasserted, fixed or contingent, express or implied, matured or unmatured, accrued or unaccrued, and whether arising in law vicarious, derivative, joint, several or equitysecondary, contractwith respect to, tortpertaining to, statute, or otherwise (collectively, “Claims”), that any of the Releasors has, had, or may have against any of the Releasees through the date of this Release Agreementbased on, arising under or out of, relating to, resulting from or in connection with the [Underlying Agreement], except for any Claims relating to rights and obligations preserved under [the Termination Agreement or] this Business Combination Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify the other Transaction Documents and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, or demands made transactions contemplated by any federal, state, or local tax authoritiesthe Business Combination Agreement and the other Transaction Documents, including but not limited to amounts assessed under the Internal Revenue Code negotiation, execution, performance or non-performance of the Business Combination Agreement or the other Transaction Documents (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicarethe "XPAC Released Claims"), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to the consideration paid under this Agreement. This includes any third party claims or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilities, losses, damages, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action relating to the matters covered by this release. Each Party, on behalf of itself and its Releasors, acknowledges that it may later discover facts or claims that differ from, or are in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claims, known or unknown, foreseen or unforeseen, suspected or unsuspected. The Releasors acknowledge that this waiver is an essential and material term of this Agreement.

Mutual Release. In consideration of the covenants, agreements, and undertakings set forth in [the Termination Agreement and] Except with respect to obligations arising under this AgreementAmendment, each Partyparty hereto, on behalf of itself and itself, its respective present and former parents, subsidiaries, affiliates, related entitiespredecessors, successors, heirs, executors, representatives, agents, attorneys, insurers, administrators or assigns, if any, as well as their respective officers, directors, shareholdersmanagers, employees, owners, members, partnerstrustees, employees, agents, successors, limited partners and assigns other related persons or entities (collectively, the “Releasors”), ) hereby irrevocably and unconditionally fully and irrevocably releases, forever waives, releases and discharges the other Party and party hereto, its respective present and former parents, subsidiaries, affiliates, related entitiespredecessors, successors, heirs, executors, representatives, agents, attorneys, insurers, administrators or assigns, if any, as well as their respective officers, directors, managers, employees, officers, directorsowners, shareholders, members, partnerstrustees, agents, representatives, successors, limited partners and assigns other related persons or entities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of action, claims, demands, suits, liabilitiesactions, obligations, debtsjudgments, duesrights, sums of money, accounts, covenants, contracts, controversies, complaintsfees, damages, judgments, executions, costs, liabilities and expenses (including reasonable inclusive of attorneys’ fees), or any other claims or demands ) of any nature kind whatsoever, whether known or unknown, suspected asserted or unsuspectedunasserted, foreseen or unforeseen, whether arising existing or later acquired, direct, indirect, or derivative, in law or equity, contract, tort, statute, or otherwise arising out of the [*] (collectively, “Released Claims”). (a) EACH OF THE PARTIES EXPRESSLY ACKNOWLEDGES THAT ALTHOUGH ORDINARILY A GENERAL RELEASE MAY NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR, that any WHICH IF KNOWN BY IT MAY HAVE MATERIALLY AFFECTED ITS SETTLEMENT WITH THE PARTY RELEASED, THEY HAVE CAREFULLY CONSIDERED AND TAKEN INTO ACCOUNT IN DETERMINING TO ENTER INTO THE ABOVE RELEASES THE POSSIBLE EXISTENCE OF SUCH UNKNOWN LOSSES OR CLAIMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH OF THE PARTIES EXPRESSLY WAIVES ANY AND ALL RIGHTS CONFERRED UPON IT BY ANY STATUTE OR RULE OF LAW WHICH PROVIDES THAT A RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CLAIMANT DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY IT MAY HAVE MATERIALLY AFFECTED ITS SETTLEMENT WITH THE RELEASED PARTY, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542. THE RELEASES CONTAINED IN THIS SECTION 9 ARE EFFECTIVE REGARDLESS OF WHETHER THOSE RELEASED MATTERS ARE PRESENTLY KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, OR FORESEEN OR UNFORESEEN. (b) Each of the Releasors has, had, or may have against any Parties understands that Section 1542 of the Releasees through the date of this Release AgreementCalifornia Civil Code provides: 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, arising out of, relating to, or in connection with the [Underlying Agreement], except for any Claims relating to rights and obligations preserved under [the Termination Agreement or] this Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to the consideration paid under this Agreement. This includes any third party claims or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilities, losses, damages, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action relating to the matters covered by this release. Each Party, on behalf of itself and its Releasors, acknowledges that it may later discover facts or claims that differ from, or are in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claims, known or unknown, foreseen or unforeseen, suspected or unsuspected. The Releasors acknowledge that this waiver is an essential and material term of this AgreementWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Mutual Release. In consideration of and subject to the covenants, agreements, and undertakings set forth promises made in [the Termination Agreement and] this Settlement Agreement, each PartyLonza, Regenicin and Amarantus, individually and together on behalf of itself their respective direct and its respective present indirect parent and former parents, subsidiariessubsidiary companies, affiliates, related entitiespredecessors (including Regenicin as a predecessor to Amarantus), successors, assigns, and each of their respective past and present officers, directors, shareholders, members, partnersstockholders, employees, agents, successorsheirs, executors, administrators, insurers, attorneys, and assigns consultants, and all persons or entities taking by, through, or under them (each an “Affiliate” and collectively, the “ReleasorsAffiliates”), hereby fully release, acquit, covenant not to s▇▇ and irrevocably releases, waivesforever discharge each other and each other’s Affiliates, and discharges the other Party and its their or their Affiliates’ respective present and former parentsdirectors, subsidiaries, affiliates, related entitiesofficers, employees, officers, directors, shareholders, members, partners, agents, representativesattorneys, successorsinsurers, aliases, affiliates and assigns (collectivelyconsultants, the “Releasees”) of and from any and all actionsclaims, causes of action, claimscounterclaims, demands, suitsjudgments, liabilities, obligationsdamages, debtscosts, duesincluding attorneys’ fees, sums of moneylosses, accounts, bonds, bills, covenants, contracts, controversiesagreements, promises, complaints, damages, judgments, executions, costs, expenses (including reasonable attorneys’ fees), and causes of action of whatever kind or any other claims or demands of any nature whatsoevercharacter, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, whether arising in at law or in equity, contractwhich Lonza, tortAmarantus and/or Regenicin have, statutemay have, or otherwise (collectively, “Claims”), that any of the Releasors has, ever had, or may in the future have against each other arising from or related to the Action, including all Claims and Counterclaims that were asserted or could have been asserted therein. This Mutual Release expressly includes, but is not limited to any of the Releasees through the date of this Release Agreementclaims, arising out ofwhether known or unknown, asserted or unasserted, relating to, or (i) the Know-How License, and/or (ii) Regenicin’s claim of right, title, interest in connection with and/or ownership of Cutanogen and/or the [Underlying Product, (iii) the Know-How License and Stock Purchase Agreement], except for any Claims dated June 30, 2009, between LWI and Vectoris Pharma LLC (the “Vectoris Agreement”) and/or (iv) claims relating to Lonza’s and/or Cutanogen’s intellectual property, manufacturing rights and obligations preserved under [the Termination Agreement or] this Agreement, including know-how technology; (v) claims related to Lonza’s right to any surviving indemnification obligations. The Releasors agree to indemnify and hold harmless the Releasees payments due from all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code Regenicin; and/or (IRCvi) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable claims for attorneys’ fees and court costs) arising out of or and/or costs relating to the consideration paid under this Agreement. This includes any third party claims or governmental actions that may be brought against Action, to Regenicin’s Offer of Judgment filed in the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilities, losses, damages, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action Action and/or relating to the matters covered by this releasenegotiation and/or settlement of the Action. Each PartyNotwithstanding the foregoing, on behalf of itself the Mutual Release set forth herein shall not include any claims Amarantus or Lonza may have pursuant to the Option Agreement between Amarantus and its ReleasorsLonza, acknowledges that it may later discover facts or claims that differ from, or are in addition to, those it now knows or believes to exist regarding as amended (the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claims, known or unknown, foreseen or unforeseen, suspected or unsuspected. The Releasors acknowledge that this waiver is an essential and material term of this “Option Agreement”).

Mutual Release. In consideration Effective as of the covenantsTermination Date, agreements, and undertakings set forth in [the Termination Agreement and] this Agreement, each Party, on behalf of itself Innophos and its respective present and former parentsAffiliates, subsidiariesemployees, affiliates, related entitiesdirectors, officers, representatives, agents, predecessors, successors and assigns (collectively the “Innophos Releasing Parties”), on the one hand, and PCS and its Affiliates, employees, directors, shareholdersofficers, members, partners, employeesrepresentatives, agents, successors, and assigns (collectively, the “ReleasorsPCS Releasing Parties”), hereby fully and irrevocably releases, waives, and discharges on the other Party hand, hereby mutually and its respective present fully, finally and former parentsforever release, subsidiarieshold harmless, affiliatesdischarge and acquit one another and one another’s equity holders, related entitiesirrevocably and unconditionally, employeesof, officers, directors, shareholders, members, partners, agents, representatives, successors, from and assigns (collectively, the “Releasees”) from with respect to any and all accounts, actions, agreements, causes of action, charges, claims, complaints, contracts, costs, counterclaims, covenants, damages, debts, defenses, demands, suitsduties, expenses, fees, injuries, interest, judgments, liabilities, losses, obligations, debtspenalties, duespromises, reimbursements, remedies, rights, sums of money, accountssuits and torts, covenants, contracts, controversies, complaints, damages, judgments, executions, costs, expenses (including reasonable attorneys’ fees), or any other claims or demands of any nature kind or character whatsoever, based upon any fact or circumstance, whether at law, in equity or otherwise, direct or indirect, fixed or contingent, foreseeable or unforeseeable, liquidated or unliquidated, known or unknown, suspected matured or unsuspectedunmatured, foreseen absolute or unforeseencontingent, whether arising in law determined or equitydeterminable, contract, tort, statutethat the Innophos Releasing Parties or the PCS Releasing Parties, or otherwise anyone claiming through or under them, had, has or may have had arising out of, or relating to, the MGA Supply Agreement (as modified by the MGA Supply Agreement Addendum) or the existing Services Agreement (collectively, “Claims”); provided, that if a third party (including any government authority) other than one affiliated with a PCS Releasing Party or an Innophos Releasing Party brings a claim against an Innophos Releasing Party or a PCS Releasing Party, then such Innophos Releasing Party or PCS Releasing Party may bring an indemnification claim against the other party to the extent such third party claim relates to a purported violation of environmental Law caused by such other party or its Affiliates; provided, further that the Releasors has, had, PCS Releasing Parties and Innophos Releasing Parties agree that neither the Innophos Releasing Parties nor the PCS Releasing Parties shall be permitted to bring any claim against the other party for liabilities or may have costs incurred or to be incurred in connection with claims or allegations by the United States Environmental Protection Agency (“USEPA”) or Louisiana Department of Environmental Quality (“LDEQ”) against any of the Releasees through the date of this Release Agreement, arising out of, relating to, PCS Releasing Party or any Innophos Releasing Party in connection with the [Underlying Agreement]USEPA’s RCRA enforcement initiative directed against the phosphoric acid industry (titled “National Enforcement Initiative: Reducing Pollution from Mineral Processing Operations”, except for any Claims relating to rights wherein the PCS Geismar Plant was inspected by the USEPA on February 9-13, 2004, and obligations preserved under [on April 4, 2005, resulting in a Resource Conservation Recovery Act (“RCRA”) Compliance Evaluation Inspection Report dated April 20, 2005, and the Termination Agreement or] this AgreementInnophos Geismar Plant was inspected on February 10-13, 2004, resulting in a Compliance Evaluation Inspection Report dated May 5, 2005), including any surviving settlement by any of the PCS Releasing Parties or Innophos Releasing Parties (or each of their respective Affiliates) of claims or allegations made by USEPA as part of the RCRA enforcement initiative (the “Mutually Released Claims”). Both the Innophos Releasing Parties and the PCS Releasing Parties represent that they have made no assignment or transfer of any Mutually Released Claim. Effective as of Termination Date, the Innophos Releasing Parties and the PCS Releasing Parties irrevocably covenant to refrain from, directly or indirectly, asserting or enforcing any Mutually Released Claim, or commencing, instituting or causing to be commenced, any Proceeding of any kind against the other based upon any matter purported to be released hereby. Effective as of the Termination Date, the Innophos Releasing Parties and PCS Releasing Parties further irrevocably covenant to refrain from, directly or indirectly, asserting or enforcing any claim of any sort against the other relating to this Agreement; provided that (subject to Section 8.3) until the date that is 12 months from the Termination Date, the Parties shall be permitted to bring claims for (w) breach of representation or warranty indemnifiable pursuant to Section 9.1 (“Representation Claims”), (x) failure to pay the amounts owed under Sections 2.4, 4.2(a), 4.3 or 5.2 and (y) failure to comply with Sections 3.4 or 5.2(b)(i) of this Agreement (the claims referenced in clauses (x) and (y), “Covenant Claims”) and (z) failure to comply with Section 10.2(b) hereof (claims referenced in clause (z), “Further Assurance Claims”); provided, further, that following the date that is 12 months from the Termination Date, the prohibition on asserting or enforcing claims hereunder shall apply to Representation Claims and Covenant Claims and following the date that is 24 months from the Termination Date, the prohibition on asserting or enforcing claims hereunder shall apply to Further Assurance Claims. Notwithstanding the foregoing, if a claim is properly asserted under this Agreement prior to the expiration of the applicable survival period set forth in this Section 8.1, then the applicable representation, warranty, covenant or agreement relating to such claim and the applicable Party’s indemnification obligationsobligations under Section 9.1 with respect thereto shall survive solely for purposes of such claim until the final resolution thereof. The Releasors Parties acknowledge, understand and agree that the foregoing release and covenant not to indemnify and hold harmless ▇▇▇ shall not adversely affect a Party’s ability to, directly or indirectly, assert or enforce any claim after the Releasees from all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or date hereof relating to the consideration paid under this Transitional PPA Supply Agreement. This includes any third party claims , New MGA Supply Agreement, New PPA Supply Agreement, New Services Agreement, MGA Tank Lease, Rail Spur Agreement, Parking Lot Lease Agreement, Steam Boiler ▇▇▇▇ of Sale, Sulfuric Acid Tank ▇▇▇▇ of Sale, Track Mobile ▇▇▇▇ of Sale, Sulfuric Acid Supply Agreement, Raw River Water System ▇▇▇▇ of Sale or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilities, losses, damages, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action relating to the matters covered by this release. Each Party, on behalf of itself and its Releasors, acknowledges that it may later discover facts or claims that differ from, or are in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claims, known or unknown, foreseen or unforeseen, suspected or unsuspected. The Releasors acknowledge that this waiver is an essential and material term of this Servitude Agreement.

Mutual Release. In consideration of the covenants, agreements, and undertakings (a) Except as expressly set forth in [the Termination Agreement and] last sentence of this AgreementSection 3(a) and Section 3(d), the Executive knowingly and voluntarily agrees to remise, release, acquit and discharge the Companies and their respective Affiliates, and each Partyof their respective principals, on behalf of itself and its respective present and former parentsmanaging board members, subsidiaries, affiliates, related entities, officerssupervisory board members, directors, shareholders, members, partnersofficers, employees, agents, successorsservants, attorneys, heirs, predecessors, successors and assigns (collectively, the “Releasors”), hereby fully and irrevocably releases, waives, and discharges the other Party and its respective present and former parents, subsidiaries, affiliates, related entities, employees, officers, directors, shareholders, members, partners, agents, representatives, successors, and assigns (collectively, the “"Releasees”") from any and all obligations, claims, charges, actions, causes of action, claimsclaims for relief, demands, suitsrights, liabilitiesdamages and costs, obligationsattorneys' fees, debts, dues, sums of money, accounts, covenants, contracts, controversies, complaints, compensatory or punitive or exemplary damages, judgments, executions, costs, expenses (including reasonable attorneys’ fees), or any other claims or demands of any nature whatsoever, whether known or unknown, suspected or unsuspectedunsuspected ("Claims"), foreseen which Executive or unforeseenExecutive's executors, whether arising administrators, successors or assigns ever had, now have or hereafter claim to have, in law or in equity, contractby reason of any matter, tort, statute, cause or otherwise (collectively, “Claims”), that thing whatsoever arising in connection with or relating to the Executive's employment with any of the Releasors hasCompanies or of the Affiliates (whether as employee, hadofficer, director or otherwise), or may have against any the termination or resignation of the Releasees through such employment, on or before the date of this Release Agreement. This release includes, arising out of, relating but is not limited to, any Claims relating in any way to the Executive's employment with GAI, or the termination or resignation of such employment, or any other positions or decision-making responsibilities for Gucci and its Affiliates, and any rights or claims arising under any statute or regulation. Notwithstanding this release, the Executive shall retain any and all rights he has under this Agreement and to enforce the agreements and obtain the benefits set forth on Schedule 3(a). (b) Except as expressly set forth in the last sentence of this Section 3(b) and Section 3(d), the Companies (on behalf of themselves and their respective Affiliates) knowingly and voluntarily agree to remise, release, acquit and discharge the Executive of and from any and all Claims, which the Companies or any of their Affiliates, individually or collectively, ever had, now have or hereafter claim to have, in law or in equity, by reason of any matter, cause or thing whatsoever arising in connection with the [Underlying Agreement], except for any Claims or relating to rights and obligations preserved under [the Termination Agreement or] this AgreementExecutive's employment with any of the Companies or of the Affiliates (whether as employee, including any surviving indemnification obligations. The Releasors agree to indemnify and hold harmless the Releasees from all claimsofficer, charges, taxes, interest, penaltiesdirector or otherwise), or demands made by any federalthe termination or resignation of such employment, state, on or local tax authorities, including but not limited to amounts assessed under before the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under date of this Agreement. This indemnification also applies release includes, but is not limited to, any Claims relating in any way to obligations under state the Executive's employment with GAI, or the termination or resignation of such employment, or any other positions or decision-making responsibilities for Gucci and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defendits Affiliates, and hold harmless any rights or claims arising under any statute or regulation. Notwithstanding this release, the Releasees from Companies and against their subsidiaries and Affiliates shall retain any and all future claimsrights they have under this Agreement and to enforce the agreements set forth on Schedule 3(a). (c) Each of the Companies, demands, suits, actions, proceedings, losses, damages, liabilities, costson the one hand, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to the consideration paid under this Agreement. This includes any third party claims or governmental actions that may be brought against Executive, on the Releaseesother hand, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilities, losses, damages, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action relating to the matters covered by this release. Each Partyhereby agree, on behalf of itself themselves and its Releasorstheir respective Affiliates, acknowledges not to seek personal recovery in any legal proceedings on the basis of facts, events or circumstances underlying any Claims that it may later discover facts or claims that differ from, or are in addition to, those it now knows or believes to exist regarding the subject matter of this mutual release and occurring prior to the date hereof. (d) Notwithstanding anything to the contrary in this Section 3, neither the Companies, on the one hand, nor the Executive, on the other hand, shall remise, release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claims, known acquit or unknown, foreseen discharge any Claim involving fraud or unforeseen, suspected or unsuspected. The Releasors acknowledge that this waiver is an essential and material term of this Agreementfraudulent conduct.

Mutual Release. In consideration of the covenantsagreements and mutual covenants contained herein, agreementsthe Company, and undertakings set forth in [the Termination Agreement and] this Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, related entities, officers, Company's directors, shareholders, members, partnersofficers, employees, agents, successorsassignees, attorneys, representatives, and assigns (collectively, the “Releasors”)affiliates, hereby fully and irrevocably releasesRELEASE, waives, and discharges the other Party ACQUIT AND FOREVER DISCHARGE Holder and its respective present and former parents, subsidiaries, affiliates, related entities, employees, officers, directors, shareholders, memberspartners, partnersofficers, employees, agents, assignees, attorneys, representatives, successors, and assigns (collectively, the “Releasees”) affiliates from any and all actions, causes of actionactions, claims, demandscosts, suitsexpenses, liabilities, obligations, debts, dues, sums of money, accounts, covenants, contracts, controversies, complaintsattorney fees, damages, judgmentslosses, executions, costs, expenses (including reasonable attorneys’ fees), or any other claims or demands of any nature whatsoever, and liabilities whether known or unknown, suspected matured or unsuspected, foreseen or unforeseencontingent, whether arising in law or equity, contract, tort, statute, or otherwise (collectively, “Claims”), that any of the Releasors has, had, or may have against any of the Releasees through the date of this Release Agreement, arising out of, relating to, contract or in connection with tort which the [Underlying Agreement], except for any Claims relating to rights and obligations preserved under [the Termination Agreement or] this Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, Company may now have or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) hereafter arising out of or relating in any way related to, whether directly or indirectly to (i) Holder's acquisition or holding of the Convertible debt, (ii) Holder's conversion of the Convertible Debt into Preferred Stock, and (iii) all other causes of action and/or claims accruing on or before and/or arising out of acts or occurrences before the Closing Date. In consideration paid under this Agreement. This includes any third party claims or governmental actions that may be brought against of the Releaseesagreements and mutual covenants contained herein and the payments received pursuant hereto, with Holder and its directors, shareholders, partners, officers, employees, agents, assignees, attorneys, representatives, and affiliates hereby RELEASE, ACQUIT AND FOREVER DISCHARGE the Releasors responsible for all associated legal fees Company, and costs on a full indemnity basis. The Releasors covenant the Company's directors, shareholders, officers, employees, agents, assignees, attorneys, representatives, and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees affiliates from any and all liabilities, losses, damagesclaims, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action relating to the matters covered by this release. Each Partyattorney fees, on behalf of itself and its Releasorsdamages, acknowledges that it may later discover facts or claims that differ from, or are in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, finallosses, and complete release of all Claims, liabilities whether known or unknown, foreseen matured or unforeseencontingent, suspected whether in contract or unsuspected. The Releasors acknowledge that this waiver is an essential in tort which Holder may now have or hereafter arising out of or in any way related to, whether directly or indirectly to (i) the formation, organization and material term operations of this Agreementthe Company or any of its subsidiaries or affiliates, (ii) the Company's issuance of the Convertible Debt, (iii) the Company's conversion of the Convertible Debt to the Preferred Stock, and (iv) all other causes of action and/or claims accruing on or before and/or arising out of acts or occurrences before the date of the Closing.

Mutual Release. In consideration of Except for the covenants, agreements, and undertakings set forth in [the Termination Agreement and] obligations arising under this Agreement, upon the payment of or offset for all Back Taxes and all January 2007 Taxes as set forth herein, each Partyof Mirant Bowline, on behalf of itself Mirant ▇▇▇▇▇▇, Mirant New York, HVG, and its respective Mirant, their predecessors, successors, affiliates or subsidiary companies (past and present), and their present and former parents, subsidiaries, affiliates, related entitiesdirectors, officers, directorsofficials, shareholders, members, partnersagents, employees, agents, successorsprofessionals, and assigns (collectivelyrepresentatives in their individual and representative capacities shall be discharged and released by each of the Tax Jurisdictions from each and every claim, the “Releasors”)charge, hereby fully and irrevocably releasescomplaint or cause of action whether known or unknown, waives, and discharges the other Party and its respective present and former parents, subsidiaries, affiliates, related entities, employees, officers, directors, shareholders, members, partners, agents, representatives, successors, and assigns (collectively, the “Releasees”) from pertaining to any and all actionsUnpaid Real Property Taxes, causes of action, claims, demands, suits, liabilities, obligations, debts, dues, sums of money, accounts, covenants, contracts, controversies, complaints, damages, judgments, executions, costs, expenses (including reasonable attorneys’ fees)the January 2007 Taxes, or any other claims real property taxes, fees or demands charges assessed against the Bowline Facility, the ▇▇▇▇▇▇ Facility and the HVG Property (relating to tax parcels listed in Exhibits “A”, “B” and “C”) based on any assessment or tax roll through 2006, including without limitation any claim, charge, complaint or cause of action asserted in the County Claims, the School District Claims, and the Contested Matter; provided, however, this release specifically excludes the Non-Tax Claims. Except for the obligations arising under this Agreement, upon receipt of payment of or offset for all Refunds, each of Mirant Bowline, Mirant ▇▇▇▇▇▇, Mirant New York, HVG, and Mirant (as petitioners, debtors, debtors-in-possession, or as reorganized debtors), their predecessors, successors, bankruptcy estates, and any nature whatsoeversuccessors-in-interest thereto, to include, but not limited to, under or pursuant to any confirmed plan of reorganization or liquidation confirmed by the Bankruptcy Court in the Bankruptcy Cases, shall discharge and release each of the Tax Jurisdictions and their present and former directors, officers, officials, agents, employees, professionals, and representatives in their individual and representative capacities, from each and every refund, claim, charge, complaint or cause of action, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, whether arising in law or equity, contract, tort, statute, or otherwise (collectively, “Claims”), that any of the Releasors has, had, or may have against any of the Releasees through the date of this Release Agreement, arising out of, relating to, or in connection with the [Underlying Agreement], except for any Claims relating pertaining to rights and obligations preserved under [the Termination Agreement or] this Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claimsRefunds and any other claims related to the Bowline Facility, demands, suits, actions, proceedings, losses, damages, liabilities, costs, the ▇▇▇▇▇▇ Facility and expenses the HVG Property (including reasonable attorneys’ fees and court costs) arising out of or relating to the consideration paid under this Agreement. This includes tax parcels listed in Exhibits “A”, “B” and “C”) based on any third party claims assessment or governmental actions that may be brought against the Releaseestax roll through 2006, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue including without limitation any legal actionrefund, claim, or proceeding against any third party that may result in a claim for contributioncharge, indemnitycomplaint, or otherwise against cause of action asserted in the Releasees. If such a claim is brought, New York Proceedings and the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilities, losses, damages, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action relating to the matters covered by this release. Each Party, on behalf of itself and its Releasors, acknowledges that it may later discover facts or claims that differ from, or are in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claims, known or unknown, foreseen or unforeseen, suspected or unsuspected. The Releasors acknowledge that this waiver is an essential and material term of this AgreementBankruptcy Litigation.

Mutual Release. The Parties have agreed to fully and finally compromise and settle, for good and valuable consideration, the controversies and disputes between them as asserted or which could have been asserted directly or indirectly solely in connection with the thirteen (13) Notices of Violation and Orders to Pay Penalty, currently pending before the Township’s Construction Board of Appeals. In consideration exchange for the Parties’ dismissal of all currently pending claims, all claims that could have been brought to date, and/or future claims arising out of the covenantsAugust 29, agreements2010 fire, and undertakings set forth in [which accrued prior to the Termination Agreement and] date of this Agreement, and the consideration provided for under this Agreement, the Parties agree to mutually release and give up any and all claims and rights which they have or may have against each other, whether known or unknown. (a) The Parties hereby knowingly and voluntarily release and forever discharge the other Party, on behalf for itself, successors, and assigns and each of itself its officers, directors, managers, members, shareholders, subsidiaries and affiliates, and hereby further release, remise and forever discharge the other Party and its respective present and former parentspredecessors, successors, assigns, managers, shareholders, representatives, parent corporations, subsidiaries, affiliates, related entitiesagents, servants, employees, attorneys, consultants, officers, directors, shareholderseach in their corporate and individual capacities, from any and all claims or causes of action, counterclaims and cross-claims arising out of or in any way related to the Notices of Violation and Orders to Pay Penalty as set forth in this Agreement. (b) This Agreement specifically and generally includes any and all claims, violations, counterclaims, cross-claims, causes of action, suits, debts, sums of money, accounts, reckonings, covenants, contracts, controversies, affirmative defenses, agreements, promises, rights, variances, trespasses, damages, judgments, executions, claims, demands, and liabilities of any kind (upon any legal or equitable theory, whether contractual, common law, statutory, federal, state, local or otherwise, and including, but not limited to, any claims for attorneys’ fees, costs and disbursements of any kind), whether known or unknown whatsoever, that each of the Parties ever had, now have, or hereafter can, shall, or may claim to have against the other Party solely in connection with the August 29, 2010 fire at the Property. (c) Without limiting the generality of the foregoing set forth above, the Parties and each of their officers, directors, managers, members, partnersshareholders, employees, agents, successors, subsidiaries and assigns (collectively, the “Releasors”)affiliates, hereby fully and irrevocably further releases, waives, remises and forever discharges the other Party and its respective present and former parentspredecessors, successors, assigns, managers, shareholders, representatives, parent corporations, subsidiaries, affiliates, related entitiesagents, servants, employees, attorneys, consultants, officers, directors, shareholderseach in their corporate and individual capacities, members, partners, agents, representatives, successors, and assigns (collectively, the “Releasees”) from any and all actions, claims or causes of action, claims, demands, suits, liabilities, obligations, debts, dues, sums of money, accounts, covenants, contracts, controversies, complaints, damages, judgments, executions, costs, expenses (including reasonable attorneys’ fees), or any other claims or demands of any nature whatsoever, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, whether arising in law or equity, contract, tort, statute, or otherwise (collectively, “Claims”), that any of the Releasors has, had, or may have against any of the Releasees through the date of this Release Agreement, action arising out of, relating to, of or in any way related to the Notices of Violation and Orders to Pay Penalty issued to Apex by the Township solely in connection with the [Underlying Agreement]August 29, 2010 fire at the Property. (d) No other parties, except for any Claims relating Apex and the Township, shall be deemed subject to rights and obligations preserved under [the Termination Agreement or] this Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under terms of this Agreement. This indemnification also applies Agreement shall be deemed to obligations under state apply only to Apex and local tax lawsthe Notices of Violation and Orders to Pay Penalty issued to it. This Agreement shall not operate so as to release any other party, as well as any employment-related taxes entity or individual which has previously or may in the future receive Notices of Violation and withholdings. The Releasors further agree Orders to indemnifyPay Penalty in connection with and arising out of the August 29, defend2010 fire at the Property, and hold harmless the Releasees from and against or otherwise. (e) This Agreement expressly includes any and all future claimspast and present claims arising from the beginning of time to the date hereof by either Party against the other Party, demands, suits, actions, proceedings, losses, damages, liabilities, costs, solely in connection with and expenses (including reasonable attorneys’ fees and court costs) arising out of the August 29, 2010 fire at the Property, about which the other Party does not know or relating suspect to the consideration paid under this Agreement. This includes any third party claims exist in its favor, whether through ignorance, oversight, error, negligence or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilities, losses, damages, costs, expensesotherwise, and reasonable attorneyswhich, if known, would materially affect the Parties’ fees arising therefrom. The Releasors further agree decision to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action relating to the matters covered by this release. Each Party, on behalf of itself and its Releasors, acknowledges that it may later discover facts or claims that differ from, or are in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claims, known or unknown, foreseen or unforeseen, suspected or unsuspected. The Releasors acknowledge that this waiver is an essential and material term of enter into this Agreement.

Mutual Release. In consideration of (a) Effective automatically upon the covenantsClosing, agreements, and undertakings set forth in [the Termination Agreement and] this Agreement, each PartySeller, on behalf of itself and any of its respective present and former parents, subsidiaries, affiliates, related entities, officers, directors, shareholders, members, partners, equityholders, successors, assigns, controlling Persons and controlled Affiliates (each a “Seller Releasor”), irrevocably and unconditionally releases and forever discharges each of the Acquired Companies, and the respective directors, officers, employees, agents, successorsrepresentatives, successors and assigns of each of the foregoing (collectively, the “Releasors”), hereby fully and irrevocably releases, waives, and discharges the other Party and its respective present and former parents, subsidiaries, affiliates, related entities, employees, officers, directors, shareholders, members, partners, agents, representatives, successors, and assigns (collectively, the “Seller Releasees”) from any and all actionsclaims, contentions, demands, charges, complaints, causes of action, claimsdamages, demandscosts, expenses, obligations, losses, rights, suits, liabilitiesaccountings, orders, judgments, obligations, debts, dues, sums of money, accounts, covenants, contracts, controversies, complaints, damages, judgments, executions, costs, expenses (including reasonable attorneys’ fees), or any other claims or demands agreements and liabilities of any kind or nature whatsoever, whether known or unknown, whether suspected or unsuspected, foreseen and whether at law or unforeseenin equity, that the Seller Releasors may have against the Seller Releasees, in any capacity, whether directly or derivatively through another Person, arising in law contemporaneously with or equity, contract, tort, statuteprior to the transactions contemplated hereby, or otherwise on account of or arising out of any act, omission, transaction, matter, cause or event occurring contemporaneously with or up to and including the Closing Date; provided that nothing contained in this Section 10.08 shall limit in any manner (i) any rights to indemnification or to advancement or reimbursement of expenses to which the current and former directors and officers of the Acquired Companies may be entitled hereunder or pursuant to the Acquired Companies’ organizational documents, (ii) any rights of any Seller Releasor pursuant to this Agreement or the other agreements and instruments contemplated hereby (including the Pre-Closing Restructuring Documents) or (iii) any claims for Fraud. (b) Effective automatically upon the Closing, the Purchaser and the Company, on behalf of itself, any of their respective Subsidiaries, members, partners, equityholders, successors, assigns, controlling Persons and controlled Affiliates (each a “Company Releasor” and together with the Seller Releasors, the “Releasors”), irrevocably and unconditionally releases and forever discharges Seller and its equityholders, directors, officers, employees, agents, representatives, successors and assigns (collectively, the “ClaimsCompany Releasees”), that any of the Releasors has, had, or may have against any of the Releasees through the date of this Release Agreement, arising out of, relating to, or in connection with the [Underlying Agreement], except for any Claims relating to rights and obligations preserved under [the Termination Agreement or] this Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to the consideration paid under this Agreement. This includes any third party claims or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilitiesclaims, lossescontentions, demands, charges, complaints, causes of action, damages, costs, expenses, obligations, losses, rights, suits, accountings, orders, judgments, obligations, agreements and reasonable attorneys’ fees liabilities of any kind or nature whatsoever, whether known or unknown, whether suspected or unsuspected, and whether at law or in equity, that such Company Releasor might otherwise have against the Company Releasees, in any capacity, whether directly or derivatively through another Person, arising therefrom. The Releasors further agree contemporaneously with or prior to immediately withdraw the transactions contemplated hereby, or discontinue on account of or arising out of any such actions act, omission, transaction, matter, cause or proceedings event occurring contemporaneously with or up to and acknowledge including the Closing Date; provided that nothing contained in this Section 10.08 shall limit in any manner (i) any rights of any Company Releasor pursuant to this Agreement or the other agreements and instruments contemplated hereby (including the Pre-Closing Restructuring Documents) or (ii) any claims for Fraud. (c) Each Releasor acknowledges and agrees that this Agreement Section 10.08 shall serve as a complete defense in any legal action relating be given full force and effect according to each and all of its express terms and provisions. (d) Each Releasor hereby expressly agrees that the matters covered release contemplated by this releaseSection 10.08 extends to any and all rights granted under Section 1542 of the California Civil Code or any analogous state law or federal law or regulation are hereby expressly waived. Section 1542 of the California Civil Code (“Section 1542”) reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH 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.” Each PartyReleasor understands that Section 1542, on behalf or a comparable statute, rule, regulation or order of itself another jurisdiction, gives such party the right not to release existing claims of which such party is not aware, unless such party voluntarily chooses to waive this right. Having been so apprised, each Releasor nevertheless hereby voluntarily elects to and its Releasorsdoes waive the rights described in Section 1542, acknowledges that it may later discover facts or such other comparable statute, rule, regulation or order, and elects to assume all risks for claims that differ fromexist, existed or are may hereafter exist in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claimsits favor, known or unknown, foreseen or unforeseen, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 10.08, in each case, effective at the Closing. The Releasors acknowledge Each Releasor acknowledges and agrees that this the foregoing waiver is an essential and material term of the release by each Releasor and that, without such waiver, parties hereto would not have agreed to the terms of this Agreement. (e) Each Releasor hereby irrevocably covenants, effective at the Closing, to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any Action of any kind against any Seller Releasee or Company Releasee, as applicable, before any Governmental Authority or other forum by reason of any matters released hereby. (f) Each of the parties hereto hereby represents that it understands and acknowledges that it may hereafter discover facts and legal theories concerning the Seller Releasees or Company Releasees, as applicable, and the subject matter hereof in addition to or different from those which it now believes to be true. Each of the parties hereto understands and hereby agrees that the release set forth in this Section 10.08 shall remain effective in all respects notwithstanding those additional or different facts and legal theories or the discovery of those additional or different facts or legal theories. Each of the parties hereto assumes the risk of any mistake of fact or applicable Law with regard to any potential claim or with regard to any of the facts that are now unknown to it relating thereto.

Mutual Release. In consideration of Except for the covenants, agreements, rights and undertakings obligations expressly set forth in [or excluded herein, Durham on the Termination Agreement and] this Agreementone hand and Crdentia on the other, for themselves and for each Partyof their respective past and present agents, on behalf of itself and its respective present and former parentsassigns, subsidiariestransferees, affiliatesheirs, related entitiesspouses, relatives, executors, attorneys, administrators, officers, directors, shareholders, members, partners, employees, agentspredecessors, subsidiaries, parents, affiliates, successors, insurers, and assigns representatives (collectively, the “Releasors”), hereby fully release and irrevocably releases, waives, and discharges discharge the other Party and its their respective past and present and former parentsagents, subsidiariesassigns, affiliatestransferees, related entitiesheirs, employeesspouses, relatives, executors, attorneys, administrators, officers, directors, shareholdersemployees, memberspredecessors, partnerssubsidiaries, agentsparents, representativesaffiliates (including but not limited to MedCap Partners L.P., MedCap Management & Research LLC, and MedCap Master Fund, L.P., MedCap Offshore Partners, LTD.), successors, insurers, and assigns representatives (collectively, the “Releasees”) from any and all actions, claims and causes of action, claims, demands, suits, liabilities, obligations, debts, dues, sums of money, accounts, covenants, contracts, controversies, complaints, damages, judgments, executions, costs, expenses (including reasonable attorneys’ fees), or any other claims or demands of any nature whatsoever, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, whether arising in law or equity, contract, tort, statute, or otherwise (collectively, “Claims”), that any of the which Releasors has, had, now have or may have against any of the Releasees arising through the date of this Release Agreement, arising out of, relating to, or in connection with the [Underlying Agreement], except for any Claims relating to rights and obligations preserved under [the Termination Agreement or] this Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code (IRC) claims relating to income taxesthe Employment Agreement, payroll taxes (including FICAthe Collateral, FUTAAdditional Collateral or Collateral Interest, Durham’s employment, discrimination, harassment, retaliation, breach of contract, breach of the implied covenant of good faith and Medicare)fair dealing, intentional and negligent infliction of emotional distress, violation of privacy rights, violation of any failure to withhold other state or remit such taxes in connection federal law, any charge of discrimination filed by Durham against Crdentia with payments made under this Agreement. This indemnification also applies to obligations under any state and local tax lawsor federal agency, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnifyclaims for unpaid wages, defendpaid time off, and hold harmless the Releasees from and against any and all future claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable and/or attorneys’ fees and court costs) arising out of or relating to the consideration paid under costs incurred in reaching this Agreement. This includes any third party claims or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant Parties expressly acknowledge and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim neither Crdentia nor Durham would enter into this Agreement but for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify representation and hold harmless the Releasees from warranty that Durham and Crdentia are hereby releasing any and all liabilities, losses, damages, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue claims of any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action relating to the matters covered by this release. Each Party, on behalf of itself and its Releasors, acknowledges that it may later discover facts or claims that differ from, or are in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claimsnature whatsoever, known or unknown, foreseen whether statutory or unforeseenat common law, suspected which Durham or unsuspectedCrdentia now has or could assert directly or indirectly against any of the Releasees. The Releasors acknowledge Nothing in this Agreement shall affect Crdentia’s obligations to defend or indemnify Durham for any suits, errors, acts or omissions while employed by Crdentia or its affiliates or while serving as a director of Crdentia or its affiliates, and Durham shall be treated the same as similarly situated executives, officers or directors of Crdentia under the terms of Crdentia’s certificate of incorporation, bylaws, or policies for indemnifying officers and directors and any insurance policies maintained by Crdentia for Directors and Officers Liability. Nothing in this Agreement limits any rights that this waiver Durham may have as a participant in any employee benefit plan of Crdentia that is an essential subject to the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, any release in favor of MedCap Partners L.P., MedCap Management & Research LLC, and material term MedCap Master Fund, L.P., MedCap Offshore Partners, LTD. or their respective officers, employees, directors, managers or members (“MedCap”) shall not apply to claims against MedCap: (a) of this Agreementwhich Durham is not aware and should not reasonably be aware as of the Effective Date; and (b) are completely unrelated to Crdentia and any Releasees other than MedCap.

Mutual Release. In consideration Except as expressly provided otherwise in this Settlement Agreement, the SOA on behalf of its agencies, including the covenants, agreementsUniversity of Alaska, and undertakings set forth in [the Termination Agreement and] this Agreement, each PartyACS, on behalf of itself and its respective present and former parentsparent companies, subsidiaries, affiliates, related entitiespredecessors-in-interest, successors-in-interest, agencies, assigns, as well as past and present directors, officers, directorstrustees, shareholders, membersemployees, independent contractors, partners, employeesassociates, agents, successorsrepresentatives, principals, attorneys and assigns (collectivelyall persons acting through, the “Releasors”)under or in concert with them, hereby fully forever release and irrevocably releasesdischarge each other and their respective agencies, waives, and discharges the other Party and its respective present and former parentsparent companies, subsidiaries, affiliates, related entitiespredecessors-in-interest, successors-in-interest, agencies, assigns, as well as past and present directors, officers, trustees, shareholders, employees, officers, directors, shareholders, membersindependent contractors, partners, associates, agents, representatives, successorsprincipals, attorneys and assigns (collectivelyall persons acting through, the “Releasees”) under, or in concert with them, from any and all actionsdemands, claims, causes of action, claims, demandscounterclaims, suits, liabilities, obligations, debts, dues, sums of money, accounts, covenants, contracts, controversies, complaints, damages, judgmentspunitive damages, executionsexemplary damages, damages of any other kind, costs, expenses (including reasonable attorneys’ attorney's fees), and proceedings in law or any other claims or demands in equity of any nature whatsoever, whatsoever (whether known or unknown, suspected or unsuspected, foreseen asserted or unforeseenunasserted, whether matured or unmatured) arising in law or equityfrom, contract, tort, statute, or otherwise (collectively, “Claims”), that any of the Releasors has, had, or may have against any of the Releasees through the date of this Release Agreement, arising out of, relating to, or in connection with the [Underlying Agreement], except for any Claims and/or relating to rights and obligations preserved under [the Termination Agreement or] this Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authoritiesContract, including but not limited to amounts assessed its termination, all ACS fees, ▇▇▇▇▇▇▇▇, charges, surcharges and costs (including all third party fees, ▇▇▇▇▇▇▇▇, charges, surcharges and costs) incurred or accrued for services rendered under the Internal Revenue Code (IRC) relating Contract prior to income taxesSeptember 11, payroll taxes (including FICA, FUTA2003, and Medicarenot heretofore paid by SOA (regardless of whether billed by ACS), Fee Reductions and unamortized capital. The Parties are familiar with the decisions of the Alaska Supreme Court in the cases of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 579 P.2d 1065 (Alaska 1978); ALASKA AIRLINES, INC. V. SWEAT, 568 P.2d 916 (Alaska 1977); and YOUNG V. STATE OF ALASKA, 455 P.2d 889 (Alaska 1969), and any failure to withhold hereby acknowledge and assume all risk that they may be incurred injuries or remit such taxes in connection with payments made under damages which are neither known or anticipated as of this Agreementdate, and that known injuries or damages may become progressive or more extensive than currently anticipated. This indemnification also applies waiver is effective whether the claims are known at this time or are discovered subsequently, even if the claims are different in character or based on injuries different in extent from the injuries of which the Parties are aware at this date. Each of the Parties represents and warrants to obligations under state the other that it is and local tax lawsat all times has been the owner of all the claims, as well as demand and causes of action that it is releasing hereby and, further, that no portion of any employment-related taxes claim, right, demand or cause of action it is releasing hereby, nor any portion of any recover or settlement to which it might be entitled from the other and withholdingswhich it is releasing hereby, has been assigned or transferred to any person, firm or entity. The Releasors further agree In the event that any claim, demand or suit shall be made or instituted against any released party because of any purported assignment or transfer, the party alleged to have made the assignment or transfer shall indemnify, defend, protect and hold harmless the Releasees released party from and against any and all future claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to the consideration paid under this Agreement. This includes any third party claims or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, such claim, demand or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilities, losses, damages, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action relating to the matters covered by this release. Each Party, on behalf of itself and its Releasors, acknowledges that it may later discover facts or claims that differ from, or are in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claims, known or unknown, foreseen or unforeseen, suspected or unsuspected. The Releasors acknowledge that this waiver is an essential and material term of this Agreementsuit.

Mutual Release. (a) In consideration of the covenantsrepresentations, agreementswarranties, covenants and undertakings set forth agreements of SGMC, Easy Check, Easy Check Israel and ▇▇▇▇▇ contained in [the Termination Agreement and] this Agreement, each Party, PSID (for itself and on behalf of itself and its respective present and former parentsshareholders, subsidiaries, affiliates, related entitiesdirectors, officers, employees, representatives, agents, Affiliates, successors and assigns) (collectively, the “PSID Parties”) releases, acquits and forever discharges each of SGMC, Easy Check, Easy Check Israel and ▇▇▇▇▇, and their respective shareholders, directors, shareholders, members, partnersofficers, employees, representatives, agents, successorsAffiliates, successors and assigns (collectively, the “ReleasorsSGMC Parties”), hereby fully and irrevocably releases, waives, and discharges the other Party and its respective present and former parents, subsidiaries, affiliates, related entities, employees, officers, directors, shareholders, members, partners, agents, representatives, successors, and assigns (collectively, the “Releasees”) from any and all actions, causes of action, claims, demands, suits, liabilities, obligations, debts, dues, sums of money, accounts, covenants, contracts, controversies, complaints, damages, judgments, executions, costs, expenses (including reasonable attorneys’ fees), or any other claims or demands of any nature whatsoeverLosses, whether known or unknown, suspected liquidated, unliquidated, fixed, contingent, material, immaterial, disputed, undisputed, legal or unsuspectedequitable, foreseen which in any way relate to the Asset Purchase Agreement, the Consulting Agreement or unforeseenany other demand or claim for payment or reimbursement of legal fees, whether arising costs or expenses in law or equity, contract, tort, statuteany way relating to PSID, or otherwise (collectively, “Claims”), that any agreement to which any of the Releasors has, had, or may have against any PSID Parties has ever been a party. (b) In consideration of the Releasees through the date representations, warranties, covenants and agreements of this Release Agreement, arising out of, relating to, or PSID contained in connection with the [Underlying Agreement], except for any Claims relating to rights and obligations preserved under [the Termination Agreement or] this Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify each of SGMC, Easy Check, Easy Check Israel and hold harmless ▇▇▇▇▇ (for themselves and on behalf the Releasees from all claimsother SGMC Parties) releases, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under acquits and forever discharges the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to the consideration paid under this Agreement. This includes any third party claims or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees PSID Parties from any and all liabilitiesLosses, losses, damages, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action relating to the matters covered by this release. Each Party, on behalf of itself and its Releasors, acknowledges that it may later discover facts or claims that differ from, or are in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claims, whether known or unknown, foreseen liquidated, unliquidated, fixed, contingent, material, immaterial, disputed, undisputed, legal or unforeseenequitable, suspected which in any way relate to the Asset Purchase Agreement, the Consulting Agreement or unsuspected. The Releasors acknowledge that any other demand or claim for payment or reimbursement of legal fees, costs or expenses in any way relating to the SGMC Parties, or any agreement to which any of the SGMC Parties has ever been a party. (c) Nothing in this waiver is an essential Section 7.5 shall have the effect of releasing any of the SGMC Parties or any of the PSID Parties from their respective representations, warranties, covenants, agreements and material term of obligations under this Agreement.

Mutual Release. In consideration of (a) From and after the covenantsClosing, agreements, and undertakings set forth in [the Termination Agreement and] this Agreement, each PartySellers, on behalf of itself themselves and its respective present and former parents, subsidiaries, affiliates, related entities, officers, directors, shareholders, members, partners, employees, agents, their successors, assigns, heirs, beneficiaries, creditors, representatives, agents and assigns Affiliates (collectively, the “ReleasorsSeller Releasing Parties”), hereby fully and irrevocably releasesfinally release, waivesacquit and forever discharge Buyer and Principal and their respective Affiliates, successors and discharges the other Party assigns and its respective any present and former parents, subsidiaries, affiliates, related entities, employees, officers, directors, shareholderspartners, members, partnersstockholders, trustees, representatives, employees, agents, representativesassigns, successorsbeneficiaries, heirs, executors, insurers and assigns attorneys of any of them (collectively, the “ReleaseesBuyer Released Parties”) from of and from, and hereby unconditionally and irrevocably waives, any and all actions, causes of action, claims, demandsdebts, losses, expenses, proceedings, covenants, suits, liabilitiesjudgments damages, actions, obligations, debts, dues, sums of money, accounts, covenants, contracts, controversies, complaints, damages, judgments, executions, costs, expenses (including reasonable attorneys’ fees), or any other claims or demands accounts and liabilities of any nature kind or character whatsoever, whether known or unknown, suspected or unsuspected, foreseen or unforeseenin contract, whether arising in law or equity, contract, tort, statute, or otherwise (collectively, “Claims”), that any of the Releasors has, had, which such Seller Releasing Parties have or may have had at any time in the past until and including the Closing Date against any of the Releasees through the date of Buyer Released Parties; provided, that this Release Agreement, arising out of, relating release does not extend to, and no Seller Releasing Party is releasing, (i) claims arising under or in connection with this Agreement or any of the [Underlying Agreement]provisions set forth herein, except for (ii) any Claims relating claims that cannot be released under applicable law and (iii) any rights, claims or remedies with respect to rights and obligations preserved under [exculpation, indemnification, contribution, advancement of expenses or reimbursement by reason of the Termination Agreement or] this Agreementfact that Buyer and/or Principal was an equity holder, director, manager, officer, employee or other agent of any Seller, including pursuant to any surviving indemnification obligationsdirectors’ and officers’ fiduciary, employment practices and/or similar insurance policies. The Releasors agree Each Seller Releasing Party agrees not to indemnify and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, or demands made by institute any federal, state, or local tax authorities, including but not limited action against any Buyer Released Party with respect to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claimsclaims released in this Section 4.7(a). (b) From and after the Closing, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to the consideration paid under this Agreement. This includes any third party claims or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilities, losses, damages, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action relating to the matters covered by this release. Each PartyBuyer, on behalf of itself and its Releasorssuccessors, acknowledges that it may later discover facts or claims that differ assigns, heirs, beneficiaries, creditors, representatives, agents and Affiliates (the “Buyer Releasing Parties”), hereby fully and finally releases, acquit and forever discharges Sellers and their respective Affiliates, successors and assigns and any present and former officers, directors, partners, members, stockholders, trustees, representatives, employees, agents, assigns, beneficiaries, heirs, executors, insurers and attorneys of any of them (collectively, the “Seller Released Parties”) of and from, and hereby unconditionally and irrevocably waives, any and all claims, debts, losses, expenses, proceedings, covenants, suits, judgments damages, actions, obligations, accounts and liabilities of any kind or are in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claimscharacter whatsoever, known or unknown, foreseen or unforeseen, suspected or unsuspected. The Releasors acknowledge , in contract, law or equity, which such Buyer Releasing Parties have or may have had at any time in the past until and including the Closing Date against the Seller Released Parties; provided, that this waiver release does not extend to, and no Buyer Releasing Party is an essential releasing, (i) claims arising under or in connection with this Agreement or any of the provisions set forth herein, or (ii) any claims that cannot be released under applicable law. Each Buyer Releasing Party agrees not to institute any action against any Seller Released Party with respect to any and material term of all claims released in this AgreementSection 4.7(b).

Mutual Release. In consideration (a) With the exception of the covenantsExcluded Claims (defined below), agreements, and undertakings set forth in [the Termination Agreement and] this Agreement, each PartyService Provider, on behalf of itself and its respective present and former parents, subsidiariesrepresentatives, affiliates, related entitiesdirect and indirect subsidiaries, parents, successors and assigns, hereby releases, remises, acquits and forever discharges GM and its officers, directors, shareholders, members, partners, employees, agents, successors, and assigns (collectively, the “Releasors”), hereby fully and irrevocably releases, waives, and discharges the other Party and its respective present and former parents, subsidiaries, affiliates, related entities, employees, officers, directors, shareholders, members, partnersattorneys, agents, representatives, successorsaffiliates, direct and assigns (collectivelyindirect subsidiaries, the “Releasees”) parents, successors and assigns, from any and all actions, manner of actions and causes of action, claims, demands, suits, liabilitiesdebts, obligations, debtsmediation award/evaluations, dueschoses in action, contracts, covenants, claims, sums of money, accounts, covenants, contracts, controversies, complaints, damages, judgments, executions, costsdamages, expenses (including reasonable attorneys’ fees), or any other claims or demands of any nature and rights whatsoever, whether in law or in equity, now existing, known or unknown, suspected or unsuspected, foreseen or unforeseen, whether arising in law or equity, contract, tort, statute, or otherwise . (collectively, “Claims”b) With the exception of Excluded Claims (defined below), that any of the Releasors has, had, or may have against any of the Releasees through the date of this Release Agreement, arising out of, relating to, or in connection with the [Underlying Agreement], except for any Claims relating to rights and obligations preserved under [the Termination Agreement or] this Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to the consideration paid under this Agreement. This includes any third party claims or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilities, losses, damages, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action relating to the matters covered by this release. Each PartyGM, on behalf of itself and its Releasorsrepresentatives, acknowledges that it may later discover facts affiliates, direct and indirect subsidiaries, parents, successors and assigns, hereby releases, remises, acquits and forever discharges Service Provider and its officers, directors, shareholders, employees, attorneys, agents, representatives, affiliates, direct and indirect subsidiaries, parents, successors and assigns, from any and all manner of actions and causes of action, suits, debts, obligations, mediation award/evaluations, choses in action, contracts, covenants, claims, sums of money, judgments, executions, damages, demands and rights whatsoever, in law or claims that differ fromin equity, or are in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claimsexisting, known or unknown, foreseen or unforeseen, suspected or unsuspected. The Releasors acknowledge that this waiver is an essential and material term . (c) For purposes of this Section, "Excluded Claims" means claims for (1) payment for services rendered in accordance with Section 8.00 of the Agreement, (2) overcharges or undercharges under Sections 9.00 of the Agreement, (3) property damage claims under Section 6.00 of the Agreement, and (4) any amounts due under Section 4 of this Second Amendment or Section 12.02 of the Agreement (as amended herein).

Mutual Release. In consideration Effective upon consummation of the covenantsClosings (and only upon the consummation of the Closings), agreementsthe parties hereto hereby further agree as follows: (a) Except as expressly provided to the contrary herein below, Mariner, individually and undertakings set forth in [the Termination Agreement and] this Agreement, each Party, on behalf of itself each of the other Mariner Entities, hereby releases, acquits, and its respective forever discharges each of the Kellett Entities, and their present officers and former parents, subsidiaries, affiliates, related entities, officers, directors, shareholders, members, partners, employees, agents, successors, from ▇▇▇ and assigns (collectively, the “Releasors”), hereby fully all Claims and irrevocably releases, waives, and discharges the other Party and its respective present and former parents, subsidiaries, affiliates, related entities, employees, officers, directors, shareholders, members, partners, agents, representatives, successors, and assigns (collectively, the “Releasees”) from any and all actionsclaims, causes of action, claimslosses, demands, suitscomplaints, objections, controversies, liabilities, obligationscharges, debtsexpenses, dues, sums of money, accounts, covenants, contracts, controversies, complaints, damages, judgments, executions, costs, expenses (including reasonable attorneys’ fees), damages and costs that may not be discharged or any other claims or demands of any nature whatsoeverreleased pursuant to the original Settlement Agreement, whether known or unknown, suspected contingent or unsuspectedfixed, foreseen which Mariner or unforeseen, whether arising in law or equity, contract, tort, statute, or otherwise (collectively, “Claims”), that any of the Releasors has, had, or other Mariner Entities may have or claim to have now against any of the Releasees through the date of this Release AgreementKellett Entities, arising or which may hereafter arise out of, relating relate ▇▇ ▇▇ be connected with any act of commission or omission of any of the Kellett Entities existing or occurring prior to the Closing D▇▇▇, ▇▇t only with respect to (and solely with respect to) the Florida Facilities and the Florida Leases. Nothing contained herein shall constitute any release of the Kellett Entities or their present officers or directors with ▇▇▇▇▇▇▇ to the Non-Florida Facilities or the Non-Florida Leases, or with respect to any matters arising under or in connection with the [Underlying Agreement], except for any Claims relating to rights and obligations preserved under [the Termination Agreement or] this Agreement, including the Asset Purchase Agreements or any surviving indemnification obligations. The Releasors agree to indemnify of the documents, instruments and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, agreements executed and Medicare), and any failure to withhold or remit such taxes delivered in connection with payments made under the Asset Purchase Agreements and this Agreement. This indemnification also applies . (b) Except as expressly provided to obligations under state the contrary herein below, each of the Kellett Entities hereby releases, acquits and local tax laws, as well as any employment-related taxes forever dischar▇▇▇ ▇▇▇iner and withholdings. The Releasors further agree to indemnify, defendeach of the other Mariner Entities, and hold harmless the Releasees from each of their present officers and against any and all future claimsdirectors, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to the consideration paid under this Agreement. This includes any third party claims or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilitiesClaims, and any and all claims, losses, damagesdemands, costscomplaints, objections, controversies, liabilities, charges, expenses, damages and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw costs that may not be discharged or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action relating released pursuant to the matters covered by this release. Each Party, on behalf of itself and its Releasors, acknowledges that it may later discover facts or claims that differ from, or are in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Original Settlement Agreement to be a full, final, and complete release of all Claims, whether known or unknown, foreseen contingent or unforeseenfixed, suspected which any of the Kellett Entities may have or unsuspectedclaim to have now against Mariner or ▇▇y of the other Mariner Entities or their respective officers and directors, existing or occurring prior to the Closing Date, with respect to (and solely with respect to) the Florida Facilities and the Florida Leases. The Releasors acknowledge that Nothing contained herein shall constitute a release by the Kellett Entities of any claims against Mariner or any of the other ▇ariner Entities with respect to the Non-Florida Facilities or the Non-Florida Leases, or with respect to any claims arising under or in connection with this waiver is an essential Agreement, the Asset Purchase Agreements, and material term of any other documents, instruments or agreements executed and delivered in connection with the Asset Purchase Agreements and this Agreement. (c) The parties hereby mutually covenant that they will not sue, sue further, or otherwise prosecute in any way any perso▇ ▇r ▇▇▇ity hereinabove released with respect to any and every claim released in this Agreement. (d) Each party hereto hereby mutually represent and warrant that there has been no assignment, sale or other transfer or disposition by it of any interest in any of the claims released and forever discharged by this Agreement. The parties hereto hereby further mutually represent and warrant that, pending the Closing, they will not assign, sell or otherwise transfer or dispose of any interest in any of the claims herein before released and forever discharged.

Mutual Release. In consideration of (i) As a material inducement for the covenants, agreements, and undertakings set forth in [the Termination Agreement and] Company to enter into this Agreement, effective as of the Closing Date, the Seller (on behalf of itself and its successors and assigns) hereby unequivocally, voluntarily, knowingly, willingly, unconditionally, completely, irrevocably and immediately remises, releases and discharges the Company, its stockholders, and each Partyof their respective Affiliates, managers, agents, insurers, predecessors, assigns and successors (collectively, the “Company Released Persons”) from and with respect to any and all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements (collectively, “Losses”) of whatever kind or nature to the extent arising on or prior to the Closing Date, whether at law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, which the Seller now has, or has ever had or may hereafter have against any of the Company Released Person occurring at any time on or prior to the Closing Date and under any law in any jurisdiction in connection with (A) the acquisition, ownership, transfer, sale or disposition of the Shares, and (B) the Seller’s acts or omissions in its capacity as a stockholder, Founder, manager, director or employee of the Company or its Affiliates (the “Seller Released Claims”); provided that the Seller Released Claims shall not include (1) any claims pursuant to this Agreement, (2) any rights to be indemnified, exculpated or held harmless arising under any indemnification agreement, the Stockholders’ Agreement or bylaws, charter, certificate of incorporation, certificate of formation or any other organizational documents of the Company or any of its Affiliates, or any insurance policy of the Company or any of its Affiliates for the benefit of any current or former director, officer, manager or employee of the Company or its Affiliates and (3) any claims that may not be released as a matter of law. It is the intention of the Seller that such release of the Seller Released Claims shall be effective as a bar to each and every demand, claim and proceeding hereinabove specified and in furtherance of such intention, and the Seller, hereby expressly waives, effective as of the Closing Date, any and all rights and benefits conferred upon the Seller under applicable law and expressly agrees that this release will be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected demands and proceedings, if any, as those relating to any other demands and proceedings hereinabove specified, but only to the extent such provision is applicable to releases such as this Section 4(c)(i). The Seller further agrees to execute any and all additional documents as may be required under any applicable law to give effect to its obligations under this Section 4(c)(i). (ii) As a material inducement for the Seller to enter into this Agreement, effective as of the Closing Date, the Company, on behalf of itself and each of its respective present Affiliates, managers, predecessors, assigns and former parents, subsidiaries, affiliates, related entities, officers, directors, shareholders, members, partners, employees, agents, successors, and assigns successors (collectively, the “ReleasorsCompany Parties”), hereby fully unequivocally, voluntarily, knowingly, willingly, unconditionally, completely, irrevocably and irrevocably releasesimmediately remises, waives, releases and discharges the other Party Seller and each of its respective present assigns and former parents, subsidiaries, affiliates, related entities, employees, officers, directors, shareholders, members, partners, agents, representatives, successors, and assigns successors (collectively, the “ReleaseesSeller Released Persons”) from and with respect to any and all actions, causes Losses of action, claims, demands, suits, liabilities, obligations, debts, dues, sums of money, accounts, covenants, contracts, controversies, complaints, damages, judgments, executions, costs, expenses (including reasonable attorneys’ fees), whatever kind or any other claims nature to the extent arising on or demands of any nature whatsoeverprior to the Closing Date, whether at law, equity or otherwise, whether now known or unknown, suspected and whether or unsuspectednot concealed or hidden, foreseen or unforeseen, whether arising in law or equity, contract, tort, statute, or otherwise (collectively, “Claims”), that which any of the Releasors Company Parties now has, had, or has ever had or may hereafter have against any of the Releasees through Seller Released Persons occurring at any time on or prior to the date of this Release Agreement, arising out of, relating to, or Closing Date in connection with (A) the [Underlying Agreement]acquisition, except for ownership, transfer, sale or disposition of the Shares, and (B) the Seller’s acts or omissions in its capacity as a stockholder, Founder, director or employee of the Company or its Affiliates, as applicable (the “Company Released Claims”); provided that the Company Released Claims shall not include (1) any Claims relating claims pursuant to rights and obligations preserved under [the Termination Agreement or] this Agreement, including and (2) any surviving indemnification obligationsclaims that may not be released as a matter of law. The Releasors agree It is the intention of Company that such release of the Company Released Claims shall be effective as a bar to indemnify each and hold harmless the Releasees from all claimsevery demand, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTAclaim and proceeding hereinabove specified and in furtherance of such intention, and Medicare)Company, and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax lawshereby expressly waives, effective as well as any employment-related taxes and withholdings. The Releasors further agree to indemnifyof the Closing Date, defend, and hold harmless the Releasees from and against any and all future claimsrights and benefits conferred upon any of the Company Parties under applicable law and expressly agrees that this release will be given full force and effect according to each and all of its express terms and provisions, demands, suits, actions, including those related to unknown and unsuspected demands and proceedings, lossesif any, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or as those relating to any other demands and proceedings hereinabove specified, but only to the consideration paid under extent such provision is applicable to releases such as this Agreement. This includes any third party claims or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basisSection 4(c)(ii). The Releasors covenant and agree not Company further agrees to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from execute any and all liabilities, losses, damages, costs, expenses, additional documents as may be required under any applicable law to give effect to its and reasonable attorneysthe other Company Parties’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that obligations under this Agreement shall serve as a complete defense in any legal action relating to the matters covered by this release. Section 4(c)(ii). (iii) Each Partyparty hereto, on behalf of itself itself, its successors and assigns, knowingly and voluntarily hereby expressly waives any and all rights or benefits conferred by the provisions of Section 1542 of the California Civil Code (“Section 1542”), or any similar law enacted in any other jurisdiction, and expressly consents that the releases contained in Section 4(c)(i) and Section 4(c)(ii) shall each be given full force and effect according to each and all of its Releasorsexpress terms and conditions, including those relating to waiving and releasing all claims, whether now known or unknown, suspected, or unsuspected, and whether or not concealed or hidden. Section 1542 provides: (iv) Each of the parties hereto, on behalf of itself, its successors and assigns, acknowledges that its own legal counsel has explained the effect and importance of the provisions of Section 1542, and of a waiver of the provisions of Section 1542. With this knowledge and understanding, each of the parties hereto, on behalf of itself, its successors and assigns, waives and relinquishes any rights or benefits that it has or might have under Section 1542 or any similar law enacted in any other jurisdiction. Each of the parties hereto, on behalf of itself, its successors and assigns, acknowledges that it may later is aware that it might hereafter discover facts or claims that differ from, or are in addition to, to or different from those that it now knows or believes to exist regarding be true with respect to the subject matter of this release. NeverthelessAgreement, each Party intends this Agreement but it is the intention of the Seller and the Company (A) hereby to be a fullfully and finally forever settle and release any and all matters, final, disputes and complete release of all Claimsdifferences, known or unknown, foreseen suspected and unsuspected, arising out of, based upon, or unforeseenrelating to, suspected any and all claims, and (B) that the releases contained in Section 4(c)(i) and Section 4(c)(ii) shall remain in effect as full and complete general releases, notwithstanding discovery of, or unsuspected. The Releasors acknowledge that this waiver is an essential and material term of this Agreementthe existence of, any such additional or different facts.

Mutual Release. (a) In consideration of the covenantscovenants and agreements contained herein, agreementsStraight Path, effective as of the Effective Date (as defined in Section 3), forever releases, holds harmless, relinquishes, acquits, settles, and undertakings set forth in [the Termination Agreement and] this Agreementdischarges IDT, each Party, on behalf of itself its affiliates and IDT’s and its respective present and former parentsaffiliates’ members, subsidiariesconsultants, affiliates, related entities, officers, directors, shareholdersemployees, members, partners, employeesattorneys, agents, successorssubsidiaries, general partners, limited partners, partnerships, successors and assigns (collectivelyin each case, solely in such persons’ capacities as such with respect to IDT) from any and all claims, rights, causes of action, suits, obligations, damages and liabilities, known or unknown (including but not limited to claims, rights, causes of action, suits, obligations, damages and liabilities under Article VI of the Separation Agreement arising from, based on or relating to any FCC investigation (of either Straight Path or IDT), the “Releasors”Consent Decree, the Securities Claims and the MOU), hereby fully any class action or derivative action or any other claim, threatened or otherwise, known or unknown, arising from any action by IDT, its affiliates, subsidiaries, officers or directors, provided that such release does not release any party’s obligations under (i) the Tax Separation Agreement between IDT and irrevocably Straight Path, dated July 31, 2013, (ii) this Agreement, (iii) the Exchange Agreement (as defined in Section 4(a) below), (iv) the SPIP LLC Operating Agreement (as defined in Section 4(c) below), (v) the Redemption Agreement (as defined in Section 4(d) below), or (vi) the Stock Transfer Agreement (as defined in Section 4(d) below). (b) In consideration of the covenants and agreements contained herein, IDT, effective as of the Effective Date, forever releases, waivesholds harmless, relinquishes, acquits, settles, and discharges the other Party Straight Path, its affiliates and Straight Path’s and its respective present and former parentsaffiliates’ members, subsidiariesconsultants, affiliates, related entities, employees, officers, directors, shareholdersemployees, members, partnersattorneys, agents, representativessubsidiaries, successorsgeneral partners, limited partners, partnerships, successors and assigns (collectivelyin each case, the “Releasees”solely in such persons’ capacities as such with respect to Straight Path) from any and all actionsclaims, rights, causes of action, claims, demands, suits, liabilities, obligations, debtsdamages and liabilities, dues, sums of money, accounts, covenants, contracts, controversies, complaints, damages, judgments, executions, costs, expenses (including reasonable attorneys’ fees), or any other claims or demands of any nature whatsoever, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, whether arising in law or equity, contract, tort, statute, or otherwise unknown (collectively, “Claims”), that any of the Releasors has, had, or may have against any of the Releasees through the date of this Release Agreement, arising out of, relating to, or in connection with the [Underlying Agreement], except for any Claims relating to rights and obligations preserved under [the Termination Agreement or] this Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claims, demandsrights, causes of action, suits, actionsobligations, proceedingsdamages and liabilities under Article VI of the Separation Agreement arising from, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of based on or relating to any FCC investigation (of either Straight Path or IDT), the consideration paid under this Agreement. This includes Consent Decree, the Securities Claims or the MOU), any third party claims class action or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, derivative action or continue any legal action, other claim, threatened or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilities, losses, damages, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action relating to the matters covered by this release. Each Party, on behalf of itself and its Releasors, acknowledges that it may later discover facts or claims that differ from, or are in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claimsotherwise, known or unknown, foreseen arising from any action by Straight Path, its affiliates, subsidiaries, officers or unforeseendirectors, suspected provided that such release does not release any party’s obligations under (i) the Tax Separation Agreement between IDT and Straight Path, dated July 31, 2013, (ii) this Agreement, (iii) the Exchange Agreement (as defined in Section 4(a) below), (iv) the SPIP LLC Operating Agreement (as defined in Section 4(c) below), (v) the Redemption Agreement (as defined in Section 4(d) below), or unsuspected. The Releasors (vi) the Stock Transfer Agreement (as defined in Section 4(d) below). (c) Straight Path and IDT acknowledge that this waiver is the foregoing releases were separately bargained for and are an essential and material term element of this Agreement.

Mutual Release. In consideration (a) Effective as of the covenantsClosing, agreements, the Equityholders’ Representative and undertakings set forth in [each of the Termination Agreement and] this Agreement, each PartyEquityholders, on behalf of itself and its Related Parties (other than the Acquired Companies), and their respective present and former parents, subsidiaries, affiliates, related entities, officers, directors, shareholders, members, partners, employees, agents, successors, successors and assigns (collectively, the “ReleasorsEquityholder Releasing Parties”), hereby fully and irrevocably forever waives, releases, waives, remises and discharges the other Party Parent (and its direct and indirect equityholders), the Acquired Companies, the Surviving Corporation, their respective present predecessors, successors and former parentsAffiliates and, subsidiariesin their capacities as such, affiliatesthe equityholders, related entitiesdirectors, officers, employees, officersconsultants, directors, shareholders, members, partnersattorneys, agents, representativesassigns and employee benefit plans of the foregoing (collectively, successorsthe “Parent Released Parties”) from any Action or Liability that the Equityholder Releasing Parties may currently have, or may have in the future, (i) arising prior to, on or after the Effective Time (so long as the facts, circumstances, actions, omissions and/or events giving rise to such claim or Liability occurred or existed on or prior to the Closing) relating to the Acquired Companies or direct or indirect ownership therein (including any entitlement to expense reimbursement or sponsor, monitoring or similar fees), (ii) relating to any alleged inaccuracy or miscalculations in, or otherwise relating to the preparation of, the Closing Statement, a notice of disagreement or the Allocation Schedule and the calculations set forth therein, or the allocation of any proceeds hereunder (including by the Equityholders’ Representative), or (iii) relating to the approval or consummation by any Acquired Company of the transactions contemplated by this Agreement or any other Transaction Document or any other agreement contemplated herein or therein, including any alleged breach of any duty by any officer, manager, director, equityholder or other owner of ownership interests of any Acquired Company or any of their respective Affiliates, except for the Equityholder Releasing Parties’ (x) express rights pursuant to this Agreement or any other Transaction Document to which it is a party, (y) express rights (other than in connection with any breach) under any Affiliate Contract that is expressly permitted to survive the Closing in accordance with this Agreement and (z) if such Equityholder Releasing Party is a Company Service Provider, rights under Company Employee Plans, rights to earned but unpaid wages or compensation, unpaid vacation and unreimbursed business expenses, rights to indemnification (and similar rights) of directors or officers under the Governing Documents of the Acquired Companies (collectively, subject to such exceptions, the “Equityholder Released Claims”). (b) Effective as of the Closing, Parent and the Surviving Corporation, for themselves and their Affiliates and their respective successors and assigns (collectively, the “ReleaseesParent Releasing Parties” and, together with the Equityholder Releasing Parties, the “Releasing Parties”), forever waives, releases, remises and discharges the Equityholders and the Equityholders’ Representative, their respective predecessors, successors and Affiliates and, in their capacities as such, the equityholders, directors, officers, employees, consultants, attorneys, agents, assigns and employee benefit plans of the foregoing (collectively, the “Equityholder Released Parties” and, together with the Parent Releasing Parties, the “Released Parties”) from any and all Action or Liability that the Parent Releasing Parties may currently have, or may have in the future, arising prior to, on or after the Effective Time (so long as the facts, circumstances, actions, causes omissions and/or events giving rise to such claim or Liability occurred or existed on or prior to the Closing) relating to the Acquired Companies or direct or indirect ownership therein, except for the Parent Releasing Parties’ express rights pursuant to this Agreement, any other Transaction Document or the Confidentiality Agreement to which it is a party (collectively, subject to such exceptions, the “Parent Released Claims” and, together with the Equityholder Released Claims, the “Released Claims”). (c) The Equityholders’ Representative and each of actionthe Equityholders, claimson behalf of itself and the other Equityholder Releasing Parties and Parent, demandson behalf of the other Parent Releasing Parties, suits, liabilities, obligations, debts, dues, sums of money, accounts, covenants, contracts, controversies, complaints, damages, judgments, executions, costs, expenses (including reasonable attorneys’ fees)i) represents that it has not assigned or transferred or purported to assign or transfer to any Person all or any part of, or any other claims interest in, any Action or demands Liability of any nature nature, character or description whatsoever, whether which is or which purports to be released or discharged by this Section 8.09 and (ii) acknowledges that the applicable Releasing Parties may hereafter discover facts other than or different from those that they know or believe to be true with respect to the subject matter of the Released Claims, but it hereby expressly agrees that, as of the Closing, it (on behalf of itself and the other Equityholder Releasing Parties or Parent Releasing Parties, as the case may be) shall have waived and fully, finally and forever settled and released any known or unknown, suspected or unsuspected, foreseen asserted or unforeseenunasserted, contingent or noncontingent claim with respect to the Released Claims, whether arising in law or equitynot concealed or hidden, contract, tort, statute, without regard to the subsequent discovery or otherwise (collectively, “Claims”), that any existence of such different or additional facts. The Equityholders’ Representative and each of the Releasors has, had, or may have against any of the Releasees through the date of this Release Agreement, arising out of, relating to, or in connection with the [Underlying Agreement], except for any Claims relating to rights and obligations preserved under [the Termination Agreement or] this Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to the consideration paid under this Agreement. This includes any third party claims or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilities, losses, damages, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action relating to the matters covered by this release. Each PartyEquityholders, on behalf of itself and its Releasors, acknowledges that it may later discover facts or claims that differ from, or are in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, finalother Releasing Parties, and Parent, on behalf of the other Parent Releasing Parties, hereby acknowledges and agrees that if, after the Closing, such Person or any of its other Releasing Parties should make any claim or demand or commence or threaten to commence any Action against any Equityholder Released Party or Parent Released Party (as the case may be) with respect to any Released Claim, this Section 8.09 may be raised as a complete release of bar to any such Action, and the applicable Released Party may recover from such Person or the other Releasing Parties all Claimscosts incurred in connection with such Action, known or unknown, foreseen or unforeseen, suspected or unsuspected. The Releasors acknowledge that this waiver is an essential and material term of this Agreementincluding attorneys’ fees.

Mutual Release. In consideration of The Company and Sillerman hereby releases and discharges, unconditionally, absolutely and forever, the covenants, agreementsHolder, and undertakings set forth in [its Releasees (as defined below) and the Termination Agreement and] this AgreementHolder hereby releases and discharges, each Partyunconditionally, on behalf of itself absolutely and forever, the Company and its respective present Releasees, from and former parents, subsidiaries, affiliates, related entities, officers, directors, shareholders, members, partners, employees, agents, successors, and assigns (collectively, the “Releasors”), hereby fully and irrevocably releases, waives, and discharges the other Party and its respective present and former parents, subsidiaries, affiliates, related entities, employees, officers, directors, shareholders, members, partners, agents, representatives, successors, and assigns (collectively, the “Releasees”) from against any and all actions, causes of action, claims, demands, suits, liabilities, obligationslosses, costs, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, complaintsagreements, promises, variances, trespasses, damages, judgments, extents, executions, costsclaims, expenses (including reasonable attorneys’ fees), or any other claims or and demands whatsoever of any nature whatsoever, whether known or unknown, suspected or unsuspected, foreseen or unforeseenevery kind and description, whether arising under common law, rule, regulation, statute, in law, admiralty or equity, against the Parties and their Releasees, that the undersigned, on its own behalf and on behalf of its heirs, executors, administrators, successors and assigns ever had, now have or hereafter can, shall or may, have for, upon, by reason of or arising out of the Original Note, the Exchange Agreement, the Series F Stock or the New Note and any and all disclosures, representations and/or warranties made in connection therewith and any and all matters related to any of the forgoing, whether or not known or unknown (collectively, the “Released Note Claims”); provided, however, this paragraph does not and is not intended to release any Party from its obligations under (i) this Agreement, (ii) the Escrow Agreement, (iii) any other agreement with the Company or available to the Holder with respect to any debt obligation or security of the Company other than the New Note or the Series F Stock, or (iv) or any indemnification rights available to the Holder under any agreement or at law or equity. For purposes hereof, contractthe term “Releasees” means, tortwith respect to any Party, statutesuch Party’s heirs, or otherwise (collectivelyexecutors, “Claims”)administrators, parent company, holding company, subsidiaries, successors, assigns, predecessors, past and present, officers, directors, principals, control persons, past and present employees and registered representatives, insurers, representatives, and attorneys, provided that any such Release must acknowledge the status of the Releasors has, had, or may have against any of the Releasees through the date of this Release Agreement, arising out of, relating to, or in connection with the [Underlying Agreement], except for any Claims relating to rights and obligations preserved under [the Termination Agreement or] this Agreement, including any surviving indemnification obligations. The Releasors agree to indemnify and hold harmless the Releasees from all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or local tax authorities, including but not limited to amounts assessed under the Internal Revenue Code (IRC) relating to income taxes, payroll taxes (including FICA, FUTA, and Medicare), and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to the consideration paid under this Agreement. This includes any third party claims or governmental actions that may be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilities, losses, damages, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve every other Releasee as a complete defense in any legal action relating to the matters covered by this release. Each Party, on behalf of itself and its Releasors, acknowledges that it may later discover facts or claims that differ from, or are in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claims, known or unknown, foreseen or unforeseen, suspected or unsuspected. The Releasors acknowledge that this waiver is an essential and material term of this AgreementReleasee hereunder.

Mutual Release. In consideration of To the covenantsfullest extent permitted by law each party to this Agreement hereby generally and completely releases the other, agreements, and undertakings set forth in [the Termination Agreement and] this Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, related entitiesdirectors, officers, directorsemployees, shareholders, members, partners, employees, agents, successors, and assigns (collectively, the “Releasors”), hereby fully and irrevocably releases, waives, and discharges the other Party and its respective present and former parents, subsidiaries, affiliates, related entities, employees, officers, directors, shareholders, members, partners, agents, representativesattorneys, predecessors, successors, parent and subsidiary entities, insurers, ERISA plans, current and former trustees and administrators of ERISA plans, affiliates, and assigns (collectively, the “ReleaseesReleased Parties”) from any and all actions, causes of action, claims, demands, suits, liabilities, liabilities and obligations, debtsboth known and unknown, duesthat arise out of or are in any way related to events, sums acts, conduct, or omissions occurring prior to your signing this Agreement. This general release Confidential Separation and Release Agreement G▇▇▇▇ ▇▇▇▇▇▇ April 15, 2008 includes, but is not limited to: (1) all claims arising out of moneyor in any way related to your employment with the Company or the termination of that employment; (2) all claims related to your compensation or benefits from the Company or the Released Parties, accountsincluding salary, covenantsbonuses, contractscommissions, controversiesvacation pay, complaintsexpense reimbursements, damagesseverance pay, judgmentsfringe benefits, executionsstock, costs, expenses (including reasonable attorneys’ fees)stock options, or any other ownership interests in the Company or the Released Parties; (3) all claims or demands for breach of any nature whatsoever, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, whether arising in law or equity, contract, tort, statute, or otherwise (collectively, “Claims”), that any wrongful termination and breach of the Releasors has, had, or may have against any implied covenant of the Releasees through the date of this Release Agreement, arising out of, relating to, or in connection with the [Underlying Agreement], except for any Claims relating to rights good faith and obligations preserved under [the Termination Agreement or] this Agreementfair dealing; (4) all tort claims, including any surviving indemnification obligations. The Releasors agree to indemnify claims for fraud, defamation, emotional distress, and hold harmless the Releasees from discharge in violation of public policy; and (5) all claims, charges, taxes, interest, penalties, or demands made by any federal, state, or and local tax authoritiesstatutory claims, including but not limited to amounts assessed claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the Internal Revenue federal Civil Rights Act of 1964 and 1991 (as amended); the California Fair Employment and Housing Act (“FEHA”), as amended; (which may include claims for age, race, color, ancestry, national origin, disability, medical condition, marital status, sexual orientation, gender, gender identity, religious creed, pregnancy, sex discrimination and harassment); the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”); the Employee Retirement Income and Securities Act (“ERISA”); the Family and Medical Leave Act (“FMLA”); the California Family Rights Act (“CFRA”); the federal Americans with Disabilities Act of 1990 (“ADA”); the Equal Pay Act, of 1963, as amended; California Business and Professions Code 17200; any and all claims arising under the California’s Labor Code, Georgia state law or the Fair Labor Standards Act (IRC) relating to income taxes“FLSA”), payroll taxes any wage and hour law (including FICAany claim for waiting-time penalties); privacy rights; whistleblower protections; and constitutional protections. This general release excludes any workers’ compensation claim, FUTAany claims for unemployment insurance, and Medicare)entitlement to vested benefits under any employee benefit plan, and any failure to withhold or remit such taxes in connection with payments made under this Agreement. This indemnification also applies to obligations under state and local tax laws, as well as any employment-related taxes and withholdings. The Releasors further agree to indemnify, defend, and hold harmless the Releasees from and against any and all future claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to the consideration paid under this Agreement. This includes any third party claims or governmental actions claim that may not be brought against the Releasees, with the Releasors responsible for all associated legal fees and costs on a full indemnity basis. The Releasors covenant and agree not waived pursuant to initiate, commence, maintain, or continue any legal action, claim, or proceeding against any third party that may result in a claim for contribution, indemnity, or otherwise against the Releasees. If such a claim is brought, the Releasors agree to indemnify and hold harmless the Releasees from any and all liabilities, losses, damages, costs, expenses, and reasonable attorneys’ fees arising therefrom. The Releasors further agree to immediately withdraw or discontinue any such actions or proceedings and acknowledge that this Agreement shall serve as a complete defense in any legal action relating to the matters covered by this release. Each Party, on behalf of itself and its Releasors, acknowledges that it may later discover facts or claims that differ from, or are in addition to, those it now knows or believes to exist regarding the subject matter of this release. Nevertheless, each Party intends this Agreement to be a full, final, and complete release of all Claims, known or unknown, foreseen or unforeseen, suspected or unsuspected. The Releasors acknowledge that this waiver is an essential and material term of this Agreementapplicable law.