Common use of Mutual Release Clause in Contracts

Mutual Release. (a) Each Investor, on behalf of itself and its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges, and covenants not to ▇▇▇ in any capacity (or cause to be sued through a derivative or other representative action), any of the Company or any Indemnified Person and their respective heirs, representatives, Affiliates and Associates for any and all claims, causes of action, actions, judgments, liens, debts, damages, losses, liabilities, rights, interests and demands of whatsoever kind or character, in law, equity or otherwise (collectively, “Claims”) that could have been asserted, or ever could be asserted, that in any way arise from or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified Persons, whether known or unknown, including, without limitation, any Claim arising out of, in connection with, relating to or based on the fact that the Indemnified Person is or was a director, officer, employee or agent of the Company or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified Person. (b) The Company and each Resigning Director and Company Nominee, on behalf of himself or itself and his or its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges and covenants not to ▇▇▇ in any capacity, any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by any of the Investors, whether known or unknown, occurring or existing prior to the date of this Agreement relating to the Company or any its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by any Investor or any knowing criminal act by any Investor.

Mutual Release. (a) Each InvestorEffective upon the Closing and without further action by any Person, the Seller, on behalf of itself and each of its Affiliates and AssociatesSubsidiaries (other than the Transferred Entities) (each, a “Seller Releasing Person”), hereby irrevocably, unconditionally and irrevocably fully waives, releases and dischargesacquits, remises, and forever discharges and releases each of the Purchaser, its direct parent entity and the Transferred Entities (collectively, the “Purchaser Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Seller Released Claims”), and the Seller, on behalf of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇ ▇, assert or otherwise seek to recover any amounts in any capacity (or cause forum in regard to be sued through a derivative or other representative action), any Seller Released Claims from any of the Company Purchaser Released Parties (except as provided in this Agreement or any Indemnified Person and their respective heirs, representatives, Affiliates and Associates for any and all claims, causes of action, actions, judgments, liens, debts, damages, losses, liabilities, rights, interests and demands of whatsoever kind or characterAncillary Agreement, in laweach case, equity only to the extent set forth herein or otherwise (collectivelytherein). The Seller, “on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but the Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims”) that could have been asserted. Without limitation of the foregoing, or ever could be assertedthe Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that in any way arise from or in connection with, relate purports to or are based on any event, fact, act, omission, or failure to act by limit the Company or the Indemnified Persons, whether known or unknown, including, without limitation, any Claim arising out of, in connection with, relating to or based on the fact that the Indemnified Person is or was scope of a director, officer, employee or agent of the Company or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified Persongeneral release. (b) The Company Effective upon the Closing and each Resigning Director and Company Nomineewithout further action by any Person, the Purchaser, on behalf of himself or itself and his or its Affiliates and Associateseach of the Transferred Entities (each, a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and irrevocably fully waives, releases acquits, remises, and forever discharges and releases each of the Seller and its Subsidiaries (other than the Transferred Entities) (collectively, the “Seller Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), and the Purchaser, on behalf of itself and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇ ▇, assert or otherwise seek to recover any amounts in any capacity, forum in regard to any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by Purchaser Released Claims from any of the InvestorsSeller Released Parties (except as provided in this Agreement or any Ancillary Agreement, whether in each case, only to the extent set forth herein or therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or unknown, occurring or existing prior believed to be true with respect to the date subject matter of this Agreement relating release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the Company subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (c) Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (d) For the avoidance of doubt, nothing in this Section 5.20 constitutes, or shall be deemed to constitute, a release of any claim that any party to this Agreement or any its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Ancillary Agreement by any Investor may have hereunder or any knowing criminal act by any Investorthereunder.

Mutual Release. (a) Each InvestorIn consideration of the agreements set forth herein and subject to paragraph (b) below (including that the releases provided for in this Section 31 are effective only upon the consummation of the Exchange Offer and Consent Solicitation), each of the signatories hereto hereby unconditionally releases, and forever discharges and acquits, BCI, its parent, subsidiaries and affiliates and their respective directors, officers, executives, employees, attorneys, advisors, representatives and shareholders (the “Released Persons”), from all, and all manner of, actions, suits, debts, claims, duties, payment and performance of all obligations, liabilities and indebtedness of every kind, direct or indirect, determined or undetermined, at law or in equity, whether or not asserted or raised and existing or alleged to exist or to have existed, at any time, which such signatory ever had or has or may have at this time against any Released Person, arising out of, relating to, or incurred in connection with, the Preferred Stock, the Certificate of Designation, this Agreement or the Exchange Offer and Consent Solicitation, or any transaction entered into hereunder or thereunder or any action taken or omitted to be taken by the Released Persons hereunder or thereunder (collectively, the “Released Claims”). (b) The releases provided for by paragraph (a) above shall be effective upon the consummation of the Exchange Offer and Consent Solicitation. The release by a signatory hereto will not apply if and to the extent that any payment or delivery, in whole or in part, by or on behalf of itself another signatory hereto under or in connection with this Agreement or the Exchange Offer and its Affiliates and AssociatesConsent Solicitation is rescinded or must be otherwise restored, whether as a result of any proceedings in bankruptcy, insolvency or reorganization or otherwise, all as though such payment or delivery had not been made. Each signatory hereto hereby unconditionally and irrevocably waives, releases and discharges, and covenants not to ▇▇▇ in or pursue any capacity legal or equitable action against any other signatory hereto with respect to any Released Claim, and if any such signatory shall breach such covenant, then (or cause i) such non-breaching signatory shall be entitled to be sued through a derivative or other representative action)collect from such breaching signatory all reasonable out-of-pocket costs and expenses, any of the Company or any Indemnified Person and their respective heirs, representatives, Affiliates and Associates for any and all claims, causes of action, actions, judgments, liens, debts, damagesincluding attorneys’ fees, losses, liabilitiesclaims and damages, rights, interests incurred by such non-breaching signatory that are directly related to the defense of such action and demands of whatsoever kind or character, in law, equity or otherwise (collectively, “Claims”ii) that could the release granted to such breaching signatory by such non-breaching signatory shall be void ab initio and shall be deemed never to have been asserted, or ever could be asserted, that in any way arise from or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified Persons, whether known or unknown, including, without limitation, any Claim arising out of, in connection with, relating to or based on the fact that the Indemnified Person is or was a director, officer, employee or agent of the Company or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified Persongiven. (b) The Company and each Resigning Director and Company Nominee, on behalf of himself or itself and his or its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges and covenants not to ▇▇▇ in any capacity, any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by any of the Investors, whether known or unknown, occurring or existing prior to the date of this Agreement relating to the Company or any its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by any Investor or any knowing criminal act by any Investor.

Mutual Release. (a) Each InvestorEffective upon the Closing, to the fullest extent permitted by applicable Law, each of the Company Entities, in each case on behalf of itself and its respective Representatives (collectively, the “Company Releasers”), hereby knowingly, willingly, irrevocably and expressly waives, acquits, remises, discharges and forever releases each of the Sellers and the Sellers’ Affiliates and subsidiaries and their respective Representatives from any and all Liabilities and obligations to such Company Releasers of any kind or nature whatsoever arising out of any matter, circumstance or event occurring prior to the Closing (the “Company Released Claims”), whether in the capacity as an equityholder of the Company or otherwise, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, matured or unmatured or determined or determinable, and whether arising under any Law or Contract (other than this Agreement, the Ancillary Agreements and any of the other agreements executed and delivered in connection herewith, but, in each case, only to the extent set forth herein or therein) or otherwise at law or in equity, and each of the Company Releasers hereby agrees that it will not commence, institute or cause to be commenced any Proceeding or seek to recover any amounts in connection therewith or thereunder from any of the Sellers or the Sellers’ Affiliates and subsidiaries (except as provided for in this Agreement or any of the other agreements executed and delivered in connection herewith, but, in each case, only to the extent set forth herein or therein). B▇▇▇▇ understands and h▇▇▇▇▇ agrees that the release under this Section 10.3(a) with respect to the Company Released Claims will remain effective in all respects notwithstanding such additional or different facts and legal theories or the discovery of those additional or different facts or legal theories. Notwithstanding anything to the contrary herein, (i) nothing contained in this Section 10.3(a) will constitute a release or waiver of any rights of any Company Entity or any of its Representatives provided for in this Agreement or any Ancillary Agreement or in any Fund Documentation or JVA, including with respect to any Excluded Liabilities, (ii) this release shall only relate to those claims arising from conduct occurring at or prior to the Closing, (iii) this release will not release any Liability under the Contracts set forth on Section 6.16 of the Disclosure Schedules and (iv) nothing contained in this Section 10.3(a) will constitute a release or waiver of any rights of any Company Entity against any past, present or future officers, managers, directors and employees of any Company Entity. (b) Effective upon the Closing, to the fullest extent permitted by applicable Law, each of the Sellers, on behalf of itself and its respective Affiliates and Associatesother Representatives (collectively, the “Seller Releasers”), hereby unconditionally knowingly, willingly, irrevocably and irrevocably expressly waives, acquits, remises, discharges and forever releases each of Buyer and dischargesBuyer’s Affiliates and subsidiaries (including the Company Entities) and their respective Representatives from any and all Liabilities and obligations to such Seller Releasers of any kind or nature whatsoever arising out of any matter, circumstance or event occurring prior to the Closing (the “Seller Released Claims”), whether in the capacity as an equityholder of the Company or otherwise, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, matured or unmatured or determined or determinable, and covenants whether arising under any Law or Contract (other than this Agreement, the Ancillary Agreements and any of the other agreements executed and delivered in connection herewith, but, in each case, only to the extent set forth herein or therein) or otherwise at law or in equity, and each of the Seller Releasers hereby agrees that it will not to ▇▇▇ in any capacity (commence, institute or cause to be sued through a derivative commenced any Proceeding or other representative action), seek to recover any amounts in connection therewith or thereunder from any of Buyer or Buyer’s Affiliates and subsidiaries (except as provided for in this Agreement or any of the other agreements executed and delivered in connection herewith, but, in each case, only to the extent set forth herein or therein). Effective upon the Closing, to the fullest extent permitted by applicable Law, each of the Seller Releasers hereby knowingly, willingly, irrevocably and expressly waives, acquits, remises, discharges and forever releases each of the Company or any Indemnified Person Entities and their respective heirs, representatives, Affiliates and Associates for Representatives from any and all claims, causes Liabilities and obligations arising out of action, actions, judgments, liens, debts, damages, losses, liabilities, rights, interests any breach of any provision of this Agreement made by Seller and demands of whatsoever kind the Company in this Agreement. Each Seller represents to Buyer and B▇▇▇▇’s Affiliates and their respective Representatives that it has not assigned or character, in law, equity transferred or otherwise (collectively, “Claims”) that could have been assertedpurported to assign or transfer to any Person all or any part of, or ever could be assertedany interest in, any Seller Released Claim. Each Seller understands and hereby agrees that the release under this Section 10.3(b) with respect to the Seller Released Claims will remain effective in any way arise from all respects notwithstanding such additional or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by the Company different facts and legal theories or the Indemnified Personsdiscovery of those additional or different facts or legal theories. Notwithstanding anything to the contrary herein, whether known (i) nothing contained in this Section 10.3(b) will constitute a release or unknown, including, without limitation, waiver of any Claim arising out of, in connection with, relating to or based on the fact that the Indemnified Person is or was a director, officer, employee or agent rights of the Company any Seller or any of its subsidiariesAffiliates or Representatives provided for in this Agreement or any Ancillary Agreement, the Fund Documentation or a trusteeJVA, custodian, administrator, committeeman or fiduciary including with respect to (A) all Promotes accruing in respect of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company Funds or any of its subsidiaries; providedthe Investment JVs as of the date hereof, however, this waiver and release and covenant not to other than Promotes accruing in respect of C▇▇▇▇▇▇ shall Multifamily Venture VII, LP with respect to assets that have not include any Claims arising from the breach of this Agreement yet been acquired by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified Person. (b) The Company and each Resigning Director and Company Nominee, on behalf of himself or itself and his or its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges and covenants not to C▇▇▇▇▇▇ in any capacityMultifamily Venture VII, any InvestorLP, and (B) the GP Co-Investments set forth on Exhibit A, (ii) this release shall only relate to those claims arising from conduct occurring at or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by any of the Investors, whether known or unknown, occurring or existing prior to the date Closing and (iii) this release will not release any Liability under the Contracts set forth on Section 6.16 of this Agreement relating to the Company or any its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by any Investor or any knowing criminal act by any InvestorDisclosure Schedules.

Mutual Release. (a) Each InvestorSeller, on behalf of such Seller and each of such Seller’s Related Persons (collectively, the “Seller Releasors”), hereby releases and forever discharges the Buyer, the Acquired Companies and each of their respective individual, joint or mutual, past, present and future Related Persons and their respective representatives, successors and assigns (collectively, the “Seller Releasees”) from any and all claims, demands, Proceedings, causes of action and judgments that any respective Seller Releasor now has, has ever had or may hereafter have against the Seller Releasees and from any and all Contracts, debts, liabilities and obligations that any such Seller Releasee now has, has ever had or may hereafter have to or in favor of any such Seller Releasors, in each case of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued) arising contemporaneously with or before the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or before the Closing Date (in any case other than (i) any obligations of the Buyer arising under this Agreement or any Ancillary Agreement, (ii) any claims, demands, Proceedings, causes of action and judgments, Contracts, debts, liabilities or obligations that are unrelated to the transactions contemplated hereby (it being agreed that any of the foregoing that are related to the Acquired Companies shall be deemed to be related to the transactions contemplated hereby and not the subject of this clause (ii)), (iii) any claims, actions, demands, damages or liabilities of Management Seller or any Management Holder on account of, arising out of, relating to or under any Employment and Confidentiality Agreement, the Share Distribution and Acquisition Agreements or any employment, director or officer arrangement or relationship with any Acquired Company or the Buyer, including rights to earned but unpaid wages or compensation, unpaid vacation and unreimbursed business expenses, or under any Plans post-Closing (but expressly excluding any rights or remedies under each employment agreement set forth under the caption “Management Agreements” on Section 4.12(a) of the Disclosure Schedules, which will be terminated effective on or prior to Closing) and (iv) Fraud) (collectively, the “Seller Released Claims”). Each Seller hereby irrevocably covenants to refrain from, and to cause each of its Related Persons to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any Proceeding of any kind against any Seller Releasee, based upon any Seller Released Claim. Buyer and each of the Management Holders acknowledges that each Management Holder is a Related Person of the Management Seller and a Seller Releasor and Buyer Releasee (as defined below) hereunder. Notwithstanding anything to the contrary in this Section 6.16, no Seller, whether on behalf of itself or its Related Persons, is releasing any other Seller or such other Seller’s Related Persons (other than, in each case, the Acquired Companies) under this Section 6.16(a). For the avoidance of doubt, other than Buyer’s obligation to pay the Purchase Price in accordance with this Agreement, Buyer and its Affiliates (including the Acquired Companies following the Closing) shall have no obligation to make any payment or distribution to Management Seller or any other party with respect to the CFC I Promote Interests or the CFC II Promote Interests, whether arising out of or resulting from the transactions contemplated hereby or any other event, circumstance or occurrence. The Sellers agree that any payment in respect of the CFC I Promote Interests and CFC II Promote Interests shall be made on the Closing Date in accordance with the Waterfall and, upon such payment, all obligations with respect thereto shall be fully and finally satisfied. This Section 6.16(a) is not intended to eliminate, diminish or reduce any obligation of any Acquired Company set forth in its organizational documents or as contemplated by Section 6.3 to provide indemnity to any Management Holder in his or her capacity as employee, officer or director of such Acquired Company. For the avoidance of doubt, this Section 6.16(a) is not intended to limit eliminate, diminish or reduce (1) any obligation of any Acquired Company set forth in its organizational documents to provide indemnity to any Management Holder in his or her capacity as employee, officer or director of any such Acquired Company, (2) any obligation of the Buyer or the Acquired Companies under Section 6.3, or (3) any right to exculpation, indemnification or advancement of funds to any Management Holder in his or her capacity as employee, officer or director of any such Acquired Company, or any related rights to coverage under any director and officer liability insurance policy. (b) The Buyer, on behalf of itself and each of its Affiliates and AssociatesRelated Persons including the Acquired Companies (collectively, the “Buyer Releasors”), hereby unconditionally and irrevocably waives, releases and dischargesforever discharges the Sellers and each of their respective individual, joint or mutual, past, present and covenants not to ▇▇▇ in any capacity (or cause to be sued through a derivative or other representative action), any of the Company or any Indemnified future Related Person and their respective heirs, representatives, Affiliates successors and Associates for assigns (collectively, the “Buyer Releasees”) from any and all claims, demands, Proceedings, causes of actionaction and judgments that any respective Buyer Releasor now has, actions, judgments, lienshas ever had or may hereafter have against the Buyer Releasees and from any and all Contracts, debts, damagesliabilities and obligations that any such Buyer Releasee now has, losses, liabilities, rights, interests and demands has ever had or may hereafter have to or in favor of whatsoever kind or characterany such Buyer Releasors, in laweach case of any nature (whether absolute or contingent, equity asserted or otherwise (collectivelyunasserted, “Claims”) that could have been asserted, or ever could be asserted, that in any way arise from or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified Persons, whether known or unknown, includingprimary or secondary, without limitationdirect or indirect, any Claim and whether or not accrued) arising contemporaneously with or before the Closing Date or on account of or arising out ofof any matter, cause or event occurring contemporaneously with or before the Closing Date (in connection with, relating to or based on the fact that the Indemnified Person is or was a director, officer, employee or agent any case other than (i) any obligations of the Company Sellers arising under this Agreement or any Ancillary Agreement, (ii) any claims, demands, Proceedings, causes of its subsidiariesaction and judgments, Contracts, debts, liabilities or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by obligations that are unrelated to the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in transactions contemplated hereby (it being agreed that any of the foregoing capacities at that are related to the request Acquired Companies shall be deemed to be related to the transactions contemplated hereby and not the subject of this clause (ii)) and (iii) Fraud) (collectively, the Company or any “Buyer Released Claims”). The Buyer hereby irrevocably covenants to refrain from, and to cause each of its subsidiaries; providedRelated Persons to refrain from, howeverdirectly or indirectly, this waiver and release and covenant not asserting any claim or demand, or commencing, instituting or causing to ▇▇▇ shall not include be commenced, any Claims arising from the breach Proceeding of this Agreement by the Companyany kind against any Buyer Releasee, the Resigning Directors or the Company Nominees or based upon any knowing criminal act by the Company or any Indemnified PersonBuyer Released Claim. (bc) The Company Seller Releasors and each Resigning Director the Buyer Releasors have been made aware of, and Company Nomineeunderstand, on behalf the provisions of himself California Civil Code Section 1542 (“Section 1542”), which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Seller Releasors and the Buyer Releasors expressly, knowingly, and intentionally waive any and all rights, benefits, and protections of Section 1542 and of any other state or itself and his federal statute or its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges and covenants not to ▇▇▇ in any capacity, any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by any common law principle limiting the scope of the Investors, whether known or unknown, occurring or existing prior to the date of this Agreement relating to the Company or any its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by any Investor or any knowing criminal act by any Investora general release.

Mutual Release. (a) Each InvestorEffective as of the Closing, Pubco, on behalf of itself and its Subsidiaries and its and their respective successors and assigns (each, an “Pubco Releasing Party”), hereby unconditionally and irrevocably forever releases and discharges each Sponsor and each of its Affiliates, and any past, present or future directors, managers, officers, employees, Representatives, agents, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the foregoing Persons, and the respective successors and assigns of the foregoing Persons (each, an “Pubco Released Party”), of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all proceedings, covenants, claims, liabilities, suits, judgments, accounts, actions and causes of action of any kind or character whatsoever, known or unknown, suspected or unsuspected, in Contract, direct or indirect, primary or secondary, at Law or in equity, that such Pubco Releasing Party ever had, now has or ever may have or claim to have against any Pubco Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing arising at or prior to the Closing, or otherwise related to the pre-Closing period; provided, that nothing contained in this Section 3.12(a) shall be construed as a waiver of any rights under (i) this Agreement, (ii) any other Ancillary Agreements to which any Pubco Releasing Party is party or (iii) with respect to any Pubco Released Party who is a natural person, any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses). Pubco, on behalf of itself and the other Pubco Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims, and understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and the other Pubco Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Pubco, on behalf of itself and each other Pubco Releasing Party, acknowledges that each Sponsor will be relying on the waiver and release provided in this Section 3.12(a) in connection with entering into this Agreement and that this Section 3.12(a) is intended for the benefit of the Pubco Released Parties and to grant third party beneficiary rights to each Pubco Released Party to enforce this Section 3.12(a). (b) Effective as of the Closing, each Sponsor, on behalf of itself and its Affiliates and Associatesits and their respective successors and assigns (each, a “Sponsor Releasing Party”), hereby unconditionally and irrevocably waives, forever releases and dischargesdischarges Pubco and each of its Affiliates, and covenants not to ▇▇▇ in any capacity (past, present or cause to be sued through a derivative future directors, managers, officers, employees, Representatives, agents, lenders, investors, partners, principals, members, managers, direct or other representative action), any indirect shareholders or equityholders of the Company or any Indemnified Person and their respective heirs, representatives, Affiliates and Associates for any and all claims, causes of action, actions, judgments, liens, debts, damages, losses, liabilities, rights, interests and demands of whatsoever kind or character, in law, equity or otherwise (collectively, “Claims”) that could have been asserted, or ever could be asserted, that in any way arise from or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified Persons, whether known or unknown, including, without limitation, any Claim arising out of, in connection with, relating to or based on the fact that the Indemnified Person is or was a director, officer, employee or agent of the Company or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at Persons, and the request respective successors and assigns of the Company or any foregoing Persons (each, a “Sponsor Released Party”), of its subsidiaries; providedand from, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified Person. (b) The Company and each Resigning Director and Company Nominee, on behalf of himself or itself and his or its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges any and covenants not to ▇▇▇ in all proceedings, covenants, claims, liabilities, suits, judgments, accounts, actions and causes of action of any capacitykind or character whatsoever, any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by any of the Investors, whether known or unknown, occurring suspected or existing unsuspected, in Contract, direct or indirect, primary or secondary, at Law or in equity, that such Sponsor Releasing Party ever had, now has or ever may have or claim to have against any Sponsor Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing arising at or prior to the date of this Agreement relating Closing, or otherwise related to the Company or any its subsidiariespre-Closing period; provided, howeverthat nothing contained in this Section 3.12(b) shall be construed as a waiver of any rights under (i) this Agreement, (ii) any other Ancillary Agreements to which any Sponsor Releasing Party is party or (iii) with respect to any Sponsor Releasing Party who is a natural person, any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses). Each Sponsor, on behalf of itself and each of its associated Sponsor Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims, and understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and its associated Sponsor Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Each Sponsor, on behalf of itself and each of its associated Sponsor Releasing Parties, acknowledges that Acquiror will be relying on the waiver and release provided in this Section 3.12(b) in connection with entering into this Agreement and covenant not that this Section 3.12(b) is intended for the benefit of the Sponsor Released Parties and to ▇▇▇ shall not include any Claims arising from grant third party beneficiary rights to each Sponsor Released Party to enforce this Section 3.12(b). (c) The Company acknowledges and agrees that the breach foregoing provisions of this Agreement Section 3.12 were specifically requested by any Investor or any knowing criminal act by any Investorthe Company as a material inducement to its willingness to enter into the Transaction Agreement.

Mutual Release. (a) Each InvestorSubject to Section 7.9(c), on behalf if and only if the Closing occurs, the Seller, for itself, its Affiliates (excluding, for the avoidance of itself doubt, the Company Group) and its Affiliates successors and Associatesassigns, hereby unconditionally and irrevocably waives, releases and discharges, and covenants not to ▇▇▇ in any capacity (or cause to be sued through a derivative or other representative action), any of the Company or any Indemnified Person and their respective heirsAffiliates (collectively, representativesthe “Seller Releasors”), Affiliates hereby forever fully and Associates irrevocably releases and discharges the Purchaser, the Company Group, and each of their respective predecessors, successors, direct or indirect Subsidiaries and past and present equityholders (excluding, for the avoidance of doubt, the Seller), managers, directors, officers, employees, agents, and other Representatives (collectively, the “Purchaser Released Parties”) from any and all claimsActions, causes of actionagreements, actionsobligations, promises, judgments, liensor liabilities of any kind whatsoever in Law or equity and causes of action of every kind and nature, debts, damages, losses, liabilities, rights, interests and demands of whatsoever kind or character, in law, equity or otherwise (collectivelyincluding claims for damages, “Claims”costs, expense, and attorneys’, brokers’ and accountants fees and expenses) that could arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing, which the Seller Releasors can, shall or may have been asserted, or ever could be asserted, that in any way arise from or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by against the Company or the Indemnified PersonsPurchaser Released Parties, whether known or unknown, includingsuspected or unsuspected, without limitationunanticipated as well as anticipated (collectively, the “Seller Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any Claim arising out ofclaim or demand or commencing (or causing to be commenced) any Action of any kind, in connection withany court or before any tribunal, relating to or against any Purchaser Released Party based on the fact that the Indemnified Person is or was a director, officer, employee or agent of the Company or upon any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified PersonSeller Released Claim. (b) The Subject to Section 7.9(c), if and only if the Closing occurs, each member of the Company Group and each Resigning Director and Company Nomineethe Purchaser, on behalf of himself or itself and his or for itself, its Affiliates (excluding, for the avoidance of doubt, the Seller) and Associatesits successors and assigns (collectively, the “Purchaser Releasors”), hereby unconditionally forever fully and irrevocably waives, releases and discharges the Seller and covenants not to ▇▇▇ each of its predecessors, successors, direct or indirect Subsidiaries (excluding, for the avoidance of doubt, the Company Group) and past and present equityholders, managers, directors, officers, employees, agents, and other Representatives (in each case other than the Company Group) (collectively, the “Seller Released Parties”) from any capacityand all Actions, debts, agreements, obligations, promises, judgments or liabilities of any Investorkind whatsoever in Law or equity and causes of action of every kind and nature, or his otherwise (including claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or its respective heirsrelated to events, representativesfacts, Affiliates conditions or circumstances existing or arising prior to the Closing and Associates for any Claim based on any eventsolely to the extent relating to the Company Group, factwhich the Purchaser Releasors can, act, omission shall or failure to act by any of may have against the InvestorsSeller Released Parties, whether known or unknown, occurring suspected or existing prior unsuspected, unanticipated as well as anticipated (collectively, the “Purchaser Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any Action of any kind, in any court or before any tribunal, against any Seller Released Party based upon any Seller Released Claim. (c) Notwithstanding anything to the date contrary in this Section 7.9, neither the “Purchaser Released Claims” nor the “Seller Released Claims” shall include, and the provisions of this Section 7.9 shall not release or otherwise diminish, (i) the obligations of any Party set forth in or arising under any provisions of this Agreement relating to the Company or any its subsidiaries; providedTransaction Document, howeverincluding, this waiver for the avoidance of doubt, any indemnification obligations set forth herein or therein and release and covenant not to ▇▇▇ shall not include the survival periods set forth in Article IX, or (ii) any Claims arising from the breach of this Agreement by any Investor or any knowing criminal act by any Investorclaims for Fraud.

Mutual Release. Except for those Claims covered by the surviving indemnities set forth in [***]: (a) Each Investor, on behalf of itself and its Affiliates and Associates, Adamis hereby unconditionally and irrevocably waives, releases and dischargesdischarges Sandoz and any and all of its parent companies, subsidiaries, affiliates, predecessors, and/or successors, and covenants not to ▇▇▇ in any capacity (and all past or cause to be sued through a derivative or other representative action)present directors, officers, representatives, principals, employees, insurers and attorneys, assigns of any of the Company or any Indemnified Person and their respective heirsforegoing, representatives, Affiliates and Associates for from any and all claims, causes of actiondemands, liabilities, actions, judgments, liens, debts, damages, losses, liabilities, rights, interests obligations, and demands causes of whatsoever kind actions of any nature, whether accrued or characterunaccrued, discovered or undiscovered, asserted or unasserted, direct or indirect, whether arising in law or at equity, in lawany way arising out of or relating to or in connection with any Commercialization Agreement, equity or otherwise (collectivelythe Products and any obligations of Sandoz under the Commercialization Agreement, “Claims”) that could have been assertedwhich they ever had, now have, or ever could be asserted, that in any way arise from or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified Persons, whether known or unknown, including, without limitation, any Claim arising out of, in connection with, relating to or based on the fact that the Indemnified Person is or was a director, officer, employee or agent of the Company or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiariesshall have; provided, however, this waiver and that nothing contained herein shall be construed to release and covenant not to ▇▇▇ shall not include any Claims arising from the claims that Adamis may have against Sandoz for breach of this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified PersonAgreement. (b) The Company and each Resigning Director and Company Nominee, on behalf of himself or itself and his or its Affiliates and Associates, Sandoz hereby unconditionally and irrevocably waives, releases and discharges Adamis and covenants not to ▇▇▇ in any capacityand all of its parent companies, subsidiaries, affiliates, predecessors, and/or successors, and any Investorand all past or present directors, or his or its respective heirsofficers, representatives, Affiliates principals, employees, insurers and Associates for any Claim based on any eventattorneys, fact, act, omission or failure to act by assigns of any of the Investorsforegoing, from any and all claims, demands, liabilities, actions, rights, obligations, and causes of actions of any nature, whether known accrued or unknownunaccrued, occurring discovered or existing prior to the date undiscovered, asserted or unasserted, direct or indirect, whether arising in law or at equity, in any way arising out of this Agreement or relating to or in connection with any Commercialization Agreement, the Company Products, and any obligations of Adamis under the Commercialization Agreement, which they ever had, now have, or any its subsidiariesever shall have; provided, however, this waiver and that nothing contained herein shall be construed to release and covenant not to ▇▇▇ shall not include any Claims arising from the claims that Sandoz may have against Adamis for breach of this Agreement by any Investor or against Adamis or any knowing criminal act by any Investorthird party for a breach of the Transition Services Agreement.

Mutual Release. Effective as of the Closing, in consideration of the mutual covenants and agreements contained herein, including the consideration to be received by Sellers, each Seller (aeach, a “Seller Releasing Person”) Each Investor, on behalf of itself and its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and dischargesforever discharges Buyer, and covenants not to ▇▇▇ in any capacity (or cause to be sued through a derivative or other representative action), any of the Company or any Indemnified Person and their respective parents, Subsidiaries, Affiliates (other than a Seller Releasing Person to the extent that such Seller Releasing Person would be deemed such an Affiliate for purposes of this Agreement), divisions and predecessors and their respective past and present shareholders, directors, officers, members, managers, partners (general or limited), agents, employees and Affiliates (other than Seller Releasing Persons to the extent that they would be deemed Affiliates for purposes of this Agreement), and the successors, heirs, representativesassigns, Affiliates executors and Associates for administrators to the foregoing (collectively, the “Buyer Released Persons”), of and from any and all manner or causes of action and actions, claims, causes of actionsuits, actions, judgments, liensrights, debts, damagessums of money, lossescovenants, liabilitiescontracts, rights, interests damages and demands of whatsoever kind or characterjudgments whatsoever, in law, equity or otherwise (collectively, “Claims”) that could have been asserted, or ever could be asserted, that in any way arise from law or in connection withequity, relate to which such Seller Releasing Person ever had, now has or are based on any eventwhich it hereafter can, factshall or may have, act, omission, or failure to act by against the Company or the Indemnified Buyer Released Persons, whether known or unknown, includingsuspected or unsuspected, without limitationmatured or unmatured, fixed or contingent, for, upon or by reason of any Claim arising out of, in connection with, matter relating to the Company, and arising at any time on or based on prior to the fact that the Indemnified Person is or was a Closing Date, whether in such Seller Releasing Person’s capacity as an equityholder, director, officer, employee holder of Indebtedness or agent of otherwise, and the Company or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiariesBuyer Released Persons shall not have liability with respect thereto; provided, however, that such release shall not cover (i) claims or liabilities for amounts owed pursuant to, or other rights set forth in, or other claims arising in connection with this Agreement or any Related Documents or (ii) any obligations (if any) related to accrued but unpaid compensation owed by the Company immediately prior to the Closing to such Seller Releasing Person in connection with the performance of services in the ordinary course by such Seller Releasing Person for the Company; provided, further that, notwithstanding the preceding proviso, such release shall be deemed an irrevocable waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach by Sellers of this Agreement by the Company, the Resigning Directors or the Company Nominees from any right of contribution or any knowing criminal act by right of indemnity from or against the Company or with respect to any Indemnified Person. (b) The Company and each Resigning Director and Company Nominee, on behalf of himself or itself and his or its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges and covenants not to ▇▇▇ in any capacity, any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act indemnification payments by any of the Investors, whether known or unknown, occurring or existing prior Sellers to the date of Buyer Indemnified Parties pursuant to this Agreement relating to the Company or any its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by any Investor or any knowing criminal act by any InvestorAgreement.

Mutual Release. The Parties acknowledge that the Rare Senior Indebtedness Note is being issued in an amount less than the Rare Claim and on terms and conditions that have been negotiated between the Parties. a. Effective as of the Settlement Date, the Debtors, on behalf of themselves and the estates in the bankruptcy cases (a) Each Investorthe "Estates"), and each of their respective past, present and future officers, directors (in their representative and individual capacities), employees, and each of them, shall and hereby do release and forever discharge Rare and its past, present and future officers, directors (in their representative and individual capacities), and employees, from any and all claims, demands, debts, liabilities and obligations, known or unknown, contingent or fixed, liquidated or unliquidated, arising out of any fact, matter, occurrence, or transaction occurring prior to the Settlement Date, including, but not limited to, any ability to object to the Rare Claim and/or to commence an avoiding power cause of action against Rare under Bankruptcy Code section 547, et seq. (the "Released Rare Claims"); provided however, that -------- ------- this release shall not apply to any obligation arising under this Agreement. b. Effective as of the Settlement Date, other than the obligations represented by the Rare Senior Indebtedness Note, Rare, on behalf of itself and each of its Affiliates respective past, present and Associatesfuture officers, hereby unconditionally directors (in their representative and irrevocably waivesindividual capacities), releases and dischargesemployees, and covenants not to ▇▇▇ each of them, shall and hereby do release and forever discharge the Debtors and their Estates, and each of their respective past, present and future officers, directors (in any capacity (or cause to be sued through a derivative or other their representative actionand individual capacities), any of the Company or any Indemnified Person and their respective heirsemployees, representatives, Affiliates and Associates for from any and all claims, causes of action, actions, judgments, liensdemands, debts, damagesliabilities and obligations, losses, liabilities, rights, interests and demands of whatsoever kind or character, in law, equity or otherwise (collectively, “Claims”) that could have been asserted, or ever could be asserted, that in any way arise from or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified Persons, whether known or unknown, contingent or fixed, liquidated or unliquidated, arising out of any fact, matter, occurrence, or transaction occurring prior to the Settlement Date (the "Released Debtor Claims"); provided -------- however, that this release shall not apply to any obligation arising under this Agreement. c. With respect to the Released Rare Claims and the Released Debtor Claims, the Debtors, on behalf of themselves and the Estates, and Rare, and each of their respective past, present and future officers, directors (in their representative and individual capacities), employees, and each of them, expressly waive all rights any of them may have or may claim to have that any claim, demand, obligation and/or cause of action has through ignorance, oversight or error been omitted from the terms of this Agreement, and hereby expressly waive all rights they may have or may claim to have under any statutory or decisional authority or law of any jurisdiction, including the provisions of California Civil Code section 1542, which provides as follows: "A general release does not extend to claims that the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." d. Nothing herein shall be deemed in any manner to be a release by or against a non-debtor affiliate or subsidiary of the Debtors, including, without limitation, any Claim arising out ofMobile Satellite Ventures, in connection with, relating to or based on the fact that the Indemnified Person is or was a director, officer, employee or agent of the Company or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified PersonLP. (b) The Company and each Resigning Director and Company Nominee, on behalf of himself or itself and his or its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges and covenants not to ▇▇▇ in any capacity, any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by any of the Investors, whether known or unknown, occurring or existing prior to the date of this Agreement relating to the Company or any its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by any Investor or any knowing criminal act by any Investor.

Mutual Release. (a) Each InvestorIn consideration of the mutual representations, on behalf of warranties and covenants contained herein, each Party, for itself and for each of its Affiliates affiliates, effective upon the Effective Date and Associateswithout limitation of Section 3.2, hereby irrevocably, unconditionally and irrevocably waives, completely releases and dischargesforever discharges the other Parties, such other Parties’ affiliates, and covenants not its and their officers, directors, stockholders, agents, employees, heirs, administrators, executors, predecessors, successors and assigns (hereinafter, the “Released Parties”) from, and hereby irrevocably, unconditionally and completely waives and relinquishes, such Party’s Released Claims (as defined below). The Parties acknowledge they are aware that they may hereafter discover facts in addition to ▇▇▇ in any capacity (or cause different from those now known or believed to be sued through a derivative or other representative action)true with respect to the subject matter of this release, any of the Company or any Indemnified Person but that it is their intention to hereby fully, finally and their respective heirs, representatives, Affiliates forever settle and Associates for any and release all such claims, causes disputes and differences, known or unknown, suspected or unsuspected, that now exist or heretofore have existed between the Parties and that in furtherance of such intention, this release shall remain in effect as a full and complete release notwithstanding the discovery or existence of any such additional or different facts. The term “Released Claims,” when used herein with respect to a Party, shall mean and include each and every claim, charge, complaint, demand, action, cause of action, actionssuit, judgmentsright, liensdebt, debtssum of money, damagescost, lossesreckoning, liabilitiescovenant, rightscontract, interests agreement, promise, doing, omission, damage, execution, obligation, liability and demands expense (including attorneys’ fees and costs), of whatsoever every kind and nature (whether at law or character, in law, equity or otherwise equity) (collectively, “Claims”) that could such Party may have been assertedhad in the past, may now have or may have in the future against the Released Parties, and which has arisen or arises directly or indirectly out of, or ever could be assertedrelates directly or indirectly to, that in any way arise from or in connection withcircumstance, relate to or are based on any eventagreement, factactivity, actaction, omission, event or failure matter occurring or existing on or prior to act by the Company or Effective Date to the Indemnified Persons, whether known or unknown, including, without limitation, any Claim arising out of, in connection with, relating extent such claim relates to or based on the fact that the Indemnified Person is or was arose out of a director, officer, employee or agent breach of the Company or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiariesTechnology Transfer Agreement; provided, however, that the Released Claims shall exclude: (1) any and all rights to seek and obtain indemnification for any breach of any representation, warranty, covenant or agreement under this waiver Agreement; (2) any and release all rights to seek and covenant not to ▇▇▇ shall not include obtain enforcement of, or a remedy arising out of the breach of, any obligation provided for in this Agreement; (3) Claims arising from the breach of this Agreement by the Companydirectly or indirectly out of, the Resigning Directors or the Company Nominees relating directly or any knowing criminal act by the Company or any Indemnified Person. (b) The Company and each Resigning Director and Company Nominee, on behalf of himself or itself and his or its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges and covenants not to ▇▇▇ in any capacityindirectly to, any Investorcircumstance, agreement, activity, action, omission, event or his matter occurring or its respective heirsexisting after the Effective Date, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by even if any of the Investors, whether known foregoing also existed on or unknown, occurring or existing prior to the date of this Agreement relating to the Company or any its subsidiariesEffective Date; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any (4) Claims arising from the breach directly or indirectly out of, or relating directly or indirectly to, any infringement, misappropriation or unauthorized use or disclosure by a Party of this Agreement by any Investor other Party’s intellectual property, confidential information or any knowing criminal act by any Investorother proprietary rights.

Mutual Release. (a) Each InvestorSubject to sections 2(c) and 2(d) hereof, on behalf the Plaintiffs, the KCI Shareholders and each of itself their respective successors, assigns, affiliates and its Affiliates subsidiaries hereby irrevocably and Associatesforever release, hereby unconditionally remise, cancel, acquit and irrevocably waives, releases discharge the Defendants and discharges, and covenants not to the H▇▇▇▇▇▇▇▇▇▇ in any capacity (or cause to be sued through a derivative or other representative action)Shareholders, any of the Company or any Indemnified Person and their respective heirssuccessors, assigns, affiliates and subsidiaries, and each of their respective officers, directors, shareholders, partners, members, employees, representatives, Affiliates attorneys, advisors and Associates for agents (collectively, the “Defendants Released Parties”), both individually and in corporate capacities as such, from any and all claimsactions, causes of action, actionsclaims, judgmentscounter-claims, cross-claims, liabilities, demands, debts, liens, debtsdamages, multiple damages, punitive damages, costs, losses, liabilitiesattorneys’ fees, rights, interests expenses and/or compensation of any kind and demands of whatsoever kind or character, in law, equity or otherwise (collectively, “Claims”) that could have been asserted, or ever could be asserted, that in any way arise from or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified Personsnature whatsoever, whether known or unknown, includingsuspected or unsuspected, disclosed or undisclosed, asserted or unasserted, contingent or accrued, at law or in equity, under statute, rule, regulation, at common law or otherwise, that any of the Plaintiffs or the KCI Shareholders has, ever had or ever in the future can, shall or may have, against any of the Defendants Released Parties relating to, in connection with or arising out of the Action or the Business based on conduct or events from the beginning of time through the date hereof (collectively, the “Plaintiffs’ Claims”). Subject to sections 2(c) and 2(d) hereof, the Plaintiffs and the KCI Shareholders expressly acknowledge and agree that the foregoing release is a full general release which includes, without limitation, any Claim arising out of, in connection with, relating all Plaintiffs’ Claims which may result from the current or future effects of conduct or events occurring prior to or based on the fact that the Indemnified Person is or was a director, officer, employee or agent which may exist as of the Company Effective Date, including without limitation those which the Plaintiffs and the KCI Shareholders do not know exist in their favor, whether through ignorance, oversight, error, negligence or any of its subsidiariesotherwise, or a trusteeand which might, custodianif known, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, have materially affected their decision to enter into this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach Agreement. For purposes of this Agreement by Agreement, “affiliate” shall have the Companymeaning given such term in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified Person“Exchange Act”). (b) The Company Subject to sections 2(c) and each Resigning Director and Company Nominee2(d) of this Agreement, on behalf of himself or itself and his or its Affiliates and Associatesthe Defendants, hereby unconditionally and irrevocably waives, releases and discharges and covenants not to the H▇▇▇▇▇▇▇▇▇▇ in any capacityShareholders and each of their respective successors, any Investorassigns, or his or its affiliates and subsidiaries hereby irrevocably and forever release, remise, cancel, acquit and discharge the Plaintiffs and the KCI Shareholders, their respective heirssuccessors, assigns, affiliates and subsidiaries, and each of their respective officers, directors, shareholders, partners, members, employees, representatives, Affiliates attorneys, advisors and Associates for agents (collectively, the “Plaintiffs Released Parties”), both individually and in corporate capacities as such, from any Claim based on and all actions, causes of action, claims, counter-claims, cross-claims, liabilities, demands, debts, liens, damages, multiple damages, punitive damages, costs, losses, attorneys’ fees, expenses and/or compensation of any event, fact, act, omission or failure to act by any of the Investorskind and nature whatsoever, whether known or unknown, occurring suspected or existing prior to unsuspected, disclosed or undisclosed, asserted or unasserted, contingent or accrued, at law or in equity, under statute, rule, regulation, at common law or otherwise, that any of the date of this Agreement relating to Defendants or the Company or any its subsidiaries; provided, however, this waiver and release and covenant not to H▇▇▇▇▇▇▇▇▇▇ Shareholders has, ever had or ever in the future can, shall or may have, against any of the Plaintiffs Released Parties relating to, in connection with or arising out of the Action or the Business based on conduct or events from the beginning of time through the date hereof (collectively, the “Defendants’ Claims”). Subject to sections 2(c) and 2(d) hereof, the Defendants and the H▇▇▇▇▇▇▇▇▇▇ Shareholders expressly acknowledge and agree that the foregoing release is a full general release which includes, without limitation, all Defendants’ Claims which may result from the current or future effects of conduct or events occurring prior to or which may exist as of the Effective Date, including without limitation those which the Defendants and the H▇▇▇▇▇▇▇▇▇▇ Shareholders do not know exist in their favor, whether through ignorance, oversight, error, negligence or otherwise, and which might, if known, have materially affected their decision to enter into this Agreement. (c) Notwithstanding the provisions of sections 2(a) and 2(b) of this Agreement, the parties specifically agree that the mutual releases set forth therein shall not include release, remise, cancel, acquit or discharge the parties’ obligations relating to, in connection with or arising under: (i) this Agreement; (ii) previously executed letter agreements between or among the parties or any Claims arising from of them concerning or comprising settlement communications; (iii) (A) that certain Joint Defense and Confidentiality Agreement, dated as of May 8, 2001, by and among Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, J▇▇▇▇, Day, R▇▇▇▇▇ & P▇▇▇▇ and B▇▇▇▇ & M▇▇▇▇▇▇▇, as amended by that certain First Addendum to Joint Defense and Confidentiality Agreement, dated as of December 1, 2001, and (B) that certain Confidentiality Agreement, dated as of December 1, 2001, by and between KCI and H▇▇▇▇▇▇▇▇▇▇ Industries; (iv) binding agreements between or among the breach parties or any of them entered on or after the Effective Date; or (v) any post-Effective Date conduct or events, except as expressly set forth in section 2(d) hereof, and without modifying or limiting the release of future effects of conduct or events occurring prior to or which may exist as of the Effective Date as set forth in sections 2(a) and 2(b) hereof. (d) Notwithstanding the provisions of sections 2(a) and 2(b) of this Agreement by Agreement, the parties specifically agree that with respect to conduct or events occurring after the Effective Date, the following shall constitute released or non-released claims: (i) Released Claims include actions, causes of action, claims, counter-claims, cross-claims, liabilities, demands, debts, liens, damages, multiple damages, punitive damages, costs, losses, attorneys’ fees, expenses and/or compensation of any Investor kind and nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, asserted or unasserted, contingent or accrued, at law or in equity, under statute, rule, regulation, at common law or otherwise, relating to, in connection with or arising out of: [* * *]. (ii) Non-Released Claims include actions, causes of action, claims, counter-claims, cross-claims, liabilities, demands, debts, liens, damages, multiple damages, punitive damages, costs, losses, attorneys’ fees, expenses and/or compensation of any knowing criminal act by any Investorkind and nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, asserted or unasserted, contingent or accrued, at law or in equity, under statute, rule, regulation, at common law or otherwise, relating to, in connection with or arising out of: [* * *].

Mutual Release. Effective as of the later of (ax) Each Investorthe Initial Funding Date and (y) the Holder’s (or its designee’s) receipt of the Initial Purchase Price, each party hereto on behalf of itself and its Affiliates and Associatesaffiliates (collectively, the “Releasing Parties”) hereby unconditionally release and irrevocably waivesforever discharge the other party hereto, releases including, but not limited to, all of such other party’s present and dischargesformer subsidiaries, affiliate companies, shareholders, officers, directors, employees, attorneys and covenants not to ▇▇▇ in any capacity agents (or cause to be sued through a derivative or other representative actioncollectively, the “Released Parties”), any of the Company or any Indemnified Person and their respective heirs, representatives, Affiliates and Associates for from any and all claims, causes of actionaction demands claims contracts, actionsencumbrances, judgmentsliabilities, liensobligations, debts, damagesexpenses, losses, liabilitiesand rights of every nature and description, rightswhether arising or pleaded in law or in equity, interests and demands of whatsoever kind under contract, statute, tort or characterotherwise, in lawwhether known or unknown, equity whether accrued, potential, inchoate, liquidated, contingent or otherwise actual, asserted or that might have been asserted (including, without limitation, the Note Claim) (collectively, “Claims”) that could which the Releasing Parties now have, have been assertedever had or may hereafter have, accruing or arising contemporaneously with, or ever could be assertedbefore the date hereof, that in any way arise from or in connection withincluding all Claims based upon, relate to or are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified Persons, whether known or unknown, including, without limitation, any Claim arising out of, or in connection withany way relating to, relating to or based on the fact that Securities Purchase Agreement, the Indemnified Person is or was a directorExchange Agreement, officer, employee or agent of the Company Exchanged Notes or any of its subsidiariesother Transaction Document, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company than Claims arising pursuant to this Agreement or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include other Settlement Document or any Claims arising from after the breach date hereof relating to enforcing the Exchanged Notes subject to the terms of this Agreement. For the avoidance of doubt, this mutual release shall not release any Releasing Party of its obligations, if any, under this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company other Settlement Document or any Indemnified Person. (b) The Company and each Resigning Director and Company Nominee, on behalf of himself or itself and his or its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges and covenants not to ▇▇▇ in any capacity, any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by any of the Investors, whether known or unknown, occurring or existing prior to the date of this Agreement relating to the Company or any its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from after the breach date hereof relating to enforcing to the Exchanged Notes subject to the terms of this Agreement by any Investor or any knowing criminal act by any InvestorAgreement. Also, for the avoidance of doubt, in connection with the release of the Note Claim as set forth herein, the default interest rate contemplated in Section 2(b) of the Exchanged Notes shall be deemed to have never applied with respect to the Exchanged Notes.

Mutual Release. (a) Each InvestorEffective upon the Closing and without further action by any Person, Seller, on behalf of itself and each of its Affiliates and AssociatesSubsidiaries (other than the Nutrition Entities) (each, a “Seller Releasing Person”), hereby irrevocably, unconditionally and irrevocably fully waives, releases and dischargesacquits, remises, and forever discharges and releases each of Parent, Purchaser, and the Nutrition Entities (and all directors and officers of the Nutrition Entities solely in their capacity as such and for the avoidance of doubt not in any capacity served at Seller or its Subsidiaries (other than the Nutrition Entities)) (collectively, the “Purchaser Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Seller Released Claims”), and Seller, on behalf of itself and each other Seller Releasing Person, covenants and agrees not to ▇▇▇ ▇, assert or otherwise seek to recover any amounts in any capacity (or cause forum in regard to be sued through a derivative or other representative action), any Seller Released Claims from any of the Company Purchaser Released Parties (except as provided in this Agreement or any Indemnified Person and their respective heirs, representatives, Affiliates and Associates for any and all claims, causes of action, actions, judgments, liens, debts, damages, losses, liabilities, rights, interests and demands of whatsoever kind or characterAncillary Agreement, in laweach case, equity only to the extent set forth herein or otherwise (collectivelytherein). Seller, “Claims”) on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that could have been asserted, or ever could be asserted, that facts in any way arise from or in connection with, relate addition to or different from those which are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified Persons, whether now known or unknownbelieved to be true with respect to the subject matter of this release may hereafter be discovered, includingbut Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without limitation, regard to the subsequent discovery or existence of different or additional facts and waives the protection of any Claim arising out of, in connection with, relating to statute or based on the fact that the Indemnified Person is doctrine limiting a release of unknown or was a director, officer, employee or agent unsuspected Seller Released Claims. Without limitation of the Company or any foregoing, Seller, on behalf of its subsidiariesitself and each other Seller Releasing Person, or a trustee, custodian, administrator, committeeman or fiduciary hereby waives the application of any employee benefit plan established and maintained by provision of Law that purports to limit the Company or by any subsidiary scope of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified Persona general release. (b) The Company Effective upon the Closing and each Resigning Director without further action by any Person, Parent and Company NomineePurchaser, on behalf of himself or itself themselves and his or its Affiliates each of the Nutrition Entities (each, a “Purchaser Releasing Person” and Associatestogether with the Seller Releasing Persons, the “Releasing Persons”), hereby irrevocably, unconditionally and irrevocably fully waives, releases acquits, remises, and forever discharges and releases each of Seller and its Subsidiaries (other than the Nutrition Entities) (collectively, the “Seller Released Parties” and together with the Purchaser Released Parties, the “Released Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), and Parent and Purchaser, on behalf of themselves and each other Purchaser Releasing Person, covenants and agrees not to ▇▇▇ ▇, assert or otherwise seek to recover any amounts in any capacity, forum in regard to any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by Purchaser Released Claims from any of the InvestorsSeller Released Parties (except as provided in this Agreement or any Ancillary Agreement, whether in each case, only to the extent set forth herein or therein). Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or unknown, occurring or existing prior believed to be true with respect to the date subject matter of this Agreement relating release may hereafter be discovered, but Parent and Purchaser, on behalf of themselves and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the Company subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, Parent and Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law that purports to limit the scope of a general release. (c) Notwithstanding anything in this Section 9.02, for the avoidance of doubt, nothing in this Section 9.02 constitutes, or shall be deemed to constitute, a release of (i) any claim, obligation, right or Liability that any Released Party may have under this Agreement or any its subsidiaries; providedAncillary Agreement or in respect of Fraud, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from or (ii) claims described in Section 9.02(c) of the breach of this Agreement by any Investor or any knowing criminal act by any InvestorSeller Disclosure Letter.

Mutual Release. (aSubject to sections 2(c) Each Investorand 2(d) hereof, on behalf the Plaintiffs, the KCI and each of itself their respective successors, assigns, affiliates and its Affiliates subsidiaries hereby irrevocably and Associatesforever release, hereby unconditionally remise, cancel, acquit and irrevocably waives, releases discharge the Defendants and discharges, and covenants not to the ▇▇▇▇▇▇▇▇▇▇▇ in any capacity (or cause to be sued through a derivative or other representative action)Shareholders, any of the Company or any Indemnified Person and their respective heirssuccessors, assigns, affiliates and subsidiaries, and each of their respective officers, directors, shareholders, partners, members, employees, representatives, Affiliates attorneys, advisors and Associates for agents (collectively, the "Defendants Released Parties"), both individually and in corporate capacities as such, from any and all claimsactions, causes of action, actionsclaims, judgmentscounter-claims, cross-claims, liabilities, demands, debts, liens, debtsdamages, multiple damages, punitive damages, costs, losses, liabilitiesattorneys' fees, rights, interests expenses and/or compensation of any kind and demands of whatsoever kind or character, in law, equity or otherwise (collectively, “Claims”) that could have been asserted, or ever could be asserted, that in any way arise from or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified Personsnature whatsoever, whether known or unknown, includingsuspected or unsuspected, disclosed or undisclosed, asserted or unasserted, contingent or accrued, at law or in equity, under statute, rule, regulation, at common law or otherwise, that any of the Plaintiffs or the KCI Shareholders has, ever had or ever in the future can, shall or may have, against any of the Defendants Released Parties relating to, in connection with or arising out of the Action or the Business based on conduct or events from the beginning of time through the date hereof (collectively, the "Plaintiffs' Claims"). Subject to sections 2(c) and 2(d) hereof the Plaintiffs and the KCI Shareholders expressly acknowledge and agree that the foregoing release is a full general release which includes, without limitation, any Claim arising out of, in connection with, relating all Plaintiffs' Claims which may result from the current or future effects of conduct or events occurring prior to or based on the fact that the Indemnified Person is or was a director, officer, employee or agent which may exist as of the Company Effective Date, including without limitation those which the Plaintiffs and the KCI Shareholders do not know exist in their favor, whether through ignorance, oversight, error, negligence or any otherwise, and which might, if known, have materially affected their decision to enter into this Agreement. For purposes of its subsidiariesthis Agreement, or a trustee"affiliate" shall have the meaning given such term in Rule 1 2b-2 under the Securities Exchange Act of 1934, custodianas amended (the "Exchange Act"). Subject to sections 2(c) and 2(d) of this Agreement, administratorthe Defendants, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇▇▇▇▇▇▇▇▇ shall not include any Claims arising from the breach of this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified Person. (b) The Company Shareholders and each Resigning Director of their respective successors, assigns, affiliates and Company Nomineesubsidiaries hereby irrevocably and forever release, on behalf remise, cancel, acquit and discharge the Plaintiffs and the KCI Shareholders, their respective successors, assigns, affiliates and subsidiaries, and each of himself or itself and his or its Affiliates and Associatestheir respective officers, hereby unconditionally and irrevocably waivesdirectors, releases and discharges and covenants not to ▇▇▇ in any capacityshareholders, any Investorpartners, or his or its respective heirsmembers, employees, representatives, Affiliates attorneys, advisors and Associates for agents (collectively, the "Plaintiffs Released Parties"), both individually and in corporate capacities as such, from any Claim based on and all actions, causes of action, claims, counter-claims, cross-claims, liabilities, demands, debts, liens, damages, multiple damages, punitive damages, costs, losses, attorneys~ fees, expenses and/or compensation of any event, fact, act, omission or failure to act by any of the Investorskind and nature whatsoever, whether known or unknown, occurring suspected or existing prior to unsuspected, disclosed or undisclosed, asserted or unasserted, contingent or accrued, at law or in equity, under statute, rule, regulation, at common law or otherwise, that any of the date of this Agreement relating to Defendants or the Company or any its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇▇▇▇▇▇▇▇▇ Shareholders has, ever had or ever in the future can, shall or may have, against any of the Plaintiffs Released Parties relating to, in connection with or arising out of the Action or the Business based on conduct or events from the beginning of time through the date hereof (collectively, the "Defendants' Claims"). Subject to sections 2(c) and 2(d) hereof, the Defendants and the ▇▇▇▇▇▇▇▇▇▇▇ Shareholders expressly acknowledge and agree that the foregoing release is a full general release which includes, without limitation, all Defendants' Claims which may result from the current or future effects of conduct or events occurring prior to or which may exist as of the Effective Date, including without limitation those which the Defendants and the ▇▇▇▇▇▇▇▇▇▇▇ Shareholders do not know exist in their favor, whether through ignorance, oversight, error, negligence or otherwise, and which might, if known, have materially affected their decision to enter into this Agreement. Notwithstanding the provisions of sections 2(a) and 2(b) of this Agreement, the parties specifically agree that the mutual releases set forth therein shall not include release, remise, cancel, acquit or discharge the parties' obligations relating to, in connection with or arising under: (i) this Agreement; (ii) previously executed letter agreements between or among the parties or any Claims arising from of them concerning or comprising settlement communications; (iii) (A) that certain Joint Defense and Confidentiality Agreement, dated as of May 8, 2001, by and among Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇, Day, ▇▇▇▇▇▇ & ▇▇▇▇▇ and ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, as amended by that certain First Addendum to Joint Defense and Confidentiality Agreement, dated as of December 1, 2001, and (B) that certain Confidentiality Agreement, dated as of December 1, 2001, by and between KCI and ▇▇▇▇▇▇▇▇▇▇▇ Industries; (iv) binding agreements between or among the breach parties or any of them entered on or after the Effective Date; or (v) any post-Effective Date conduct or events, except as expressly set forth in section 2(d) hereof, and without modifying or limiting the release of future effects of conduct or events occurring prior to or which may exist as of the Effective Date as set forth in sections 2(a) and 2(b) hereof. Notwithstanding the provisions of sections 2(a) and 2(b) of this Agreement by Agreement, the parties specifically agree that with respect to conduct or events occurring after the Effective Date, the following shall constitute released or non-released claims: Released Claims include actions, causes of action, claims, counter-claims, cross-claims, liabilities, demands, debts, liens, damages, multiple damages, punitive damages, costs, losses, attorneys' fees, suspected or unsuspected, disclosed or undisclosed, asserted or unasserted, contingent or accrued, at law or in equity, under statute, rule, regulation, at common law or otherwise, relating to, in connection with or arising out of: [***]. Non-Released Claims include actions, causes of action, claims, counter-claims, cross-claims, liabilities, demands, debts, liens, damages, multiple damages, punitive damages, costs, losses, attorneys' fees, expenses and/or compensation of any Investor kind and nature whatsoever, whether known or any knowing criminal act by any Investorunknown, suspected or unsuspected, disclosed or undisclosed, asserted or unasserted, contingent or accrued, at law or in equity, under statute, rule, regulation, at common law or otherwise, relating to, in connection with or arising out of: [***].

Mutual Release. (a) Each InvestorExcept as provided in Section 5.1(c), on behalf effective as of the Business Transfer Time, Vistana does hereby, for itself and its Affiliates each wholly-owned Vistana Entity and Associatestheir respective Affiliates, hereby unconditionally predecessors, successors and irrevocably waivesassigns, releases remise, release and dischargesforever discharge each Starwood Entity, their respective Affiliates, successors and assigns, and covenants not all Persons that at any time prior to ▇▇▇ the Business Transfer Time have been stockholders, members, partners, directors, managers, officers, agents or employees of Starwood or any such wholly-owned Starwood Entity (in any capacity (or cause to be sued through a derivative or other representative actioneach case, in their respective capacities as such), any of the Company or any Indemnified Person and their respective heirs, representativesexecutors, Affiliates administrators, successors and Associates for assigns (collectively, the “Starwood Released Persons”), from any and all claimsLiabilities whatsoever, causes whether at law or in equity (including any right of actioncontribution), actionswhether arising under any contract or agreement, judgmentsby operation of law or otherwise, liens, debts, damages, losses, liabilities, rights, interests and demands of whatsoever kind existing or character, in law, equity or otherwise (collectively, “Claims”) that could have been asserted, or ever could be asserted, that in any way arise arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Business Transfer Time, whether or not known as of the Business Transfer Time, including in connection withwith the transactions and all other activities to implement the Internal Reorganization and the Distribution. Without limitation, relate the foregoing release includes a release of any rights and benefits with respect to such Liabilities that each Vistana Entity and its respective Affiliates, predecessors, successors and assigns, now has or in the future may have conferred upon them by virtue of any statute or common law principle which provides that a general release does not extend to claims which a party does not know or suspect to exist in its favor at the time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, Vistana hereby acknowledges that it is aware that factual matters now unknown to it may have given or may hereafter give rise to Liabilities that are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified Persons, whether known or presently unknown, includingunanticipated and unsuspected, without limitation, any Claim arising out of, and it further agrees that this release has been negotiated and agreed upon in connection with, relating light of that awareness and it nevertheless hereby intends to or based on release the fact that the Indemnified Person is or was a director, officer, employee or agent of the Company or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising Starwood Released Persons from the breach Liabilities described in the first sentence of this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified PersonSection 5.1(a). (b) The Company and each Resigning Director and Company Nominee, on behalf of himself or itself and his or its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges and covenants not to ▇▇▇ in any capacity, any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by any of the Investors, whether known or unknown, occurring or existing prior to the date of this Agreement relating to the Company or any its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by any Investor or any knowing criminal act by any Investor.

Mutual Release. (a) Each InvestorIf and only if the Closing occurs, on behalf of itself the Seller Parties and Seller Parent, each for itself, its Affiliates controlled Affiliates, its successors and Associatesassigns, hereby unconditionally and irrevocably waives, releases and discharges, and covenants not to ▇▇▇ in any capacity (or cause to be sued through a derivative or other representative action), any of the Company or any Indemnified Person and their respective heirscontrolled Affiliates (collectively, representativesthe “Seller Releasors”), Affiliates hereby forever fully and Associates for irrevocably releases and discharges the Buyer, the Acquired Companies, and each of their respective predecessors, assigns, successors, direct or indirect Subsidiaries, and past and present Affiliates, equityholders, managers, members, directors, officers, employees, agents and other Representatives, past and present (collectively, the “Buyer Released Parties”) from any and all claims, causes of actionProceedings, actions, judgmentssuits, liensclaims, demands, debts, damagesagreements, lossesobligations, liabilitiespromises, rightsjudgments, interests duties, or Liabilities of any kind whatsoever in Law or equity and demands causes of whatsoever action of every kind or character, in law, equity and nature or otherwise (collectivelyincluding, “Claims”claims for damages, costs, expense and attorneys’, brokers’ and accountants fees and expenses) that could arising out of or related to events, facts, conditions or circumstances and existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have been asserted, or ever could be asserted, that in any way arise from or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by against the Company or the Indemnified PersonsBuyer Released Parties, whether known or unknown, includingsuspected or unsuspected, without limitationunanticipated as well as anticipated (collectively, the “Seller Released Claims”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any Claim arising out ofclaim or demand or commencing (or causing to be commenced) any Proceeding of any kind, in connection withany court or before any tribunal, relating to or against any Buyer Released Party based on the fact that the Indemnified Person is or was a director, officer, employee or agent of the Company or upon any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified PersonSeller Released Claim. (b) The Company If and only if the Closing occurs, the Acquired Companies and the Buyer, each Resigning Director for itself, its controlled Affiliates, its successors and Company Nomineeassigns, on behalf of himself or itself and his or its their respective controlled Affiliates and Associates(collectively, the “Buyer Releasors”), hereby unconditionally forever fully and irrevocably waives, releases and discharges the Sellers, Seller Parent, and covenants not to ▇▇▇ in each of their predecessors, assigns, successors, direct or indirect Subsidiaries, and past and present Affiliates, equityholders, managers, members, directors, officers, employees, agents and other Representatives, past or present (collectively, the “Seller Released Parties”) from any capacityand all actions, any Investorsuits, claims, demands, debts, agreements, obligations, promises, judgments, duties, or his Liabilities of any kind whatsoever in Law or its respective heirsequity and causes of action of every kind and nature or otherwise (including, representativesclaims for damages, Affiliates costs, expense, and Associates for any Claim based on any eventattorneys’, factbrokers’ and accountants fees and expenses) arising out of or related to events, actfacts, omission conditions or failure circumstances related to act by any of the InvestorsBusiness and existing or arising prior to the Closing Date, which the Buyer Releasors can, shall or may have against the Seller Released Parties, whether known or unknown, occurring suspected or existing prior unsuspected, unanticipated as well as anticipated (collectively, the “Buyer Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any Proceeding of any kind, in any court or before any tribunal, against any Seller Released Party based upon any Buyer Released Claim. (c) Notwithstanding anything to the date contrary in this Section 7.04, neither the “Buyer Released Claims” nor the “Seller Released Claims” shall include, and the provisions of this Section 7.04 shall not release or otherwise diminish, (i) the obligations of any Party set forth in or arising under any provisions of this Agreement relating to the Company or any its subsidiaries; providedRelated Agreement, however, this waiver and release and covenant not to ▇▇▇ shall not include or (ii) any Claims arising from the breach of this Agreement by any Investor or any knowing criminal act by any Investorclaims for Fraud.

Mutual Release. (a) Each InvestorExcept with respect to the obligations created by, on behalf acknowledged or arising out of itself this Agreement and its Affiliates and Associatesthe Notes, hereby unconditionally and irrevocably waives, releases and discharges, and covenants not to ▇▇▇▇▇▇ in any capacity (or cause to be sued through a derivative or and Callflow, on the one hand, and GlobalNet, on the other representative action)hand, any of the Company or any Indemnified Person hereby for themselves and their respective heirslegal successors, representativesassigns, Affiliates and Associates for affiliates, release and discharge each other and their own respective legal successors, assigns, and affiliates release and discharge each other and their own and the other's agents, employees and attorneys from any and all claims, causes of action, actions, judgments, liens, debts, damages, losses, liabilities, rights, interests and demands of whatsoever kind or character, in law, equity or otherwise (collectively, “Claims”) that could have been asserted, or ever could be asserted, that in any way arise from or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified Persons, claims whether now known or unknown, includingwhich either now has, without limitationor at any time heretofore ever had, any Claim against the other, based upon or arising out of, of or in connection withwith the matters referenced in the Recitals hereof or any other matter, relating to cause, or based on anything whatsoever, from the fact that the Indemnified Person is or was a director, officer, employee or agent beginning of the Company or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified Person. (b) The Company and each Resigning Director and Company Nominee, on behalf of himself or itself and his or its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges and covenants not to ▇▇▇ in any capacity, any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by any of the Investors, whether known or unknown, occurring or existing prior world to the date of this Agreement relating (hereafter referred to as the "Released Matters"). Furthermore, it is the intention of the parties in executing this Agreement and in giving and receiving the consideration called for by this Agreement that this Agreement shall be effective as a full and final accord and satisfaction and mutual release of and from all Released Matters. Each of the parties acknowledges that it is aware that it may hereafter discover claims or facts in addition to or different from those which it now knows or believes to exist with respect to the Company subject matter of this Agreement, but it is its intention hereby fully, finally and forever to settle and release all of the Released Matters, disputes and differences known or unknown, except as otherwise expressly provided herein. In furtherance of this intention, the releases herein given shall be and remain in effect and the complete mutual releases herein given shall be and shall remain in effect as full and complete mutual releases notwithstanding discovery or existence of any additional or different claims or facts. Each party warrants and represents to the other that it is the sole and lawful owner of all right, title and interest in and to all of the respective Released Matters and that it has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any person whatsoever any Released Matter or any its subsidiaries; providedpart or portion of a claim, however, this waiver demand or right against the other. Each party shall indemnify and release hold harmless the other from and covenant against any claim (including payment of attorneys' fees and cost actually incurred whether or not to ▇▇▇ shall not include litigation be commenced) based on or in connection with or arising out of any Claims arising from the breach of this Agreement by assignments or transferring any Investor Released Matter or any knowing criminal act by any Investorpart or portion thereof.

Mutual Release. (a) Each InvestorEffective as of the Closing, on behalf in consideration of itself the mutual covenants and its Affiliates and Associatesagreements contained herein, including the consideration to be received by him or her, each of the Sellers (each, a “Seller Releasing Person”) hereby unconditionally and irrevocably waives, releases and dischargesforever discharges Buyer, and covenants not to ▇▇▇ in any capacity (or cause to be sued through a derivative or other representative action), any of the Company or any Indemnified Person and their respective parents, Subsidiaries, Affiliates (other than a Seller Releasing Person to the extent that such Seller Releasing Person would be deemed such an Affiliate for purposes of this Agreement), divisions and predecessors and their respective past and present shareholders, directors, officers, members, managers, partners (general or limited), agents, employees and Affiliates (other than Seller Releasing Persons to the extent that they would be deemed Affiliates for purposes of this Agreement), and the successors, heirs, representativesassigns, Affiliates executors and Associates for administrators to the foregoing (collectively, the “Buyer Released Persons”), of and from any and all manner or causes of action and actions, claims, causes of actionsuits, actions, judgments, liensrights, debts, damagessums of money, lossescovenants, liabilitiescontracts, rights, interests damages and demands of whatsoever kind or characterjudgments whatsoever, in law, equity or otherwise (collectively, “Claims”) that could have been asserted, or ever could be asserted, that in any way arise from law or in connection withequity, relate to which such Seller Releasing Person ever had, now has or are based on any eventwhich he hereafter can, factshall or may have, act, omission, or failure to act by against the Company or the Indemnified Buyer Released Persons, whether known or unknown, includingsuspected or unsuspected, without limitationmatured or unmatured, fixed or contingent, for, upon or by reason of any Claim arising out of, in connection with, matter relating to the Company, and arising at any time on or based on prior to the fact that the Indemnified Person is or was a Closing Date, whether in such Seller Releasing Person’s capacity as an equityholder, director, officer, employee holder of Indebtedness or agent of otherwise, and the Company or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiariesBuyer Released Persons shall not have liability with respect thereto; provided, however, that such release shall not cover claims or liabilities for amounts owed pursuant to, or other rights set forth in, or other claims arising in connection with this Agreement or any agreement ancillary to this Agreement; provided further that, notwithstanding the preceding proviso, such release shall be deemed an irrevocable waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by the Company, the Resigning Directors or Sellers of the Company Nominees and its Subsidiary from any right of contribution or any knowing criminal act by right of indemnity from or against the Company or its Subsidiary with respect to any indemnification payments by the Sellers to the Buyer Indemnified PersonParties pursuant to this Agreement. (b) The Effective as of the Closing, in consideration of the mutual covenants and agreements contained herein, including the consideration to be received, each of Buyer and the Company and each Resigning Director and Company Nominee(each, on behalf of himself or itself and his or its Affiliates and Associates, a “Buyer Releasing Person”) hereby unconditionally and irrevocably waives, releases and forever discharges each of the Sellers and covenants not to ▇▇▇ in any capacitytheir successors, any Investor, or his or its respective heirs, representativesassigns, Affiliates executors and Associates for administrators (collectively, the “Seller Released Persons”), of and from any Claim based on any eventand all manner or causes of action and actions, factclaims, actsuits, omission rights, debts, sums of money, covenants, contracts, damages and judgments whatsoever, in law or failure to act by any of in equity, which such Buyer Releasing Person ever had, now has or which he hereafter can, shall or may have, against the InvestorsSeller Released Persons, whether known or unknown, occurring suspected or existing unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter relating to the Company, and arising at any time on or prior to the date of this Agreement relating to Closing Date, whether in such Buyer Releasing Person’s capacity as an equityholder or otherwise, and the Company or any its subsidiariesSeller Released Persons shall not have liability with respect thereto; provided, however, that such release shall not cover claims or liabilities for amounts owed pursuant to, or other rights set forth in, or other claims arising in connection with this Agreement or any agreement ancillary to this Agreement. (c) Each Seller Releasing Person acknowledges and agrees that the release set forth in this Section 10.7 applies to all claims or liabilities of any nature whatsoever, whether at law or in equity, whether known or unknown, fixed or contingent, suspected or unsuspected, foreseen or unforeseen, that it may have against the Buyer or the Company or any of their respective Affiliates with respect to the matters being released hereunder. Each Seller Releasing Person expressly acknowledges that he or she is familiar with Section 1542 of the California Civil Code, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (d) Each Buyer Releasing Person acknowledges and agrees that the release set forth in this Section 10.7 applies to all claims or liabilities of any nature whatsoever, whether at law or in equity, whether known or unknown, fixed or contingent, suspected or unsuspected, foreseen or unforeseen, that it may have against the Sellers, or any of their respective successors, heirs, assigns, executors and administrators with respect to the matters being released hereunder. Each Buyer Releasing Person expressly acknowledges that it is familiar with Section 1542 of the California Civil Code, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (e) Each Seller Releasing Person and Buyer Releasing Person acknowledges that the significance and consequence of this waiver of Section 1542 of the California Civil Code is that even if he or she or it should eventually suffer additional damages arising out of claims or liabilities released in this Agreement, he or she or it will not be able to make any claim for those damages. Each Seller Releasing Person and release Buyer Releasing Person expressly waives and covenant not to ▇▇▇ shall not include relinquishes any Claims arising from and all rights and benefits which he may have under Section 1542 of the breach of this Agreement by any Investor or any knowing criminal act by any InvestorCalifornia Civil Code.

Mutual Release. (a) Each InvestorThe Arbor Group, on behalf of itself for themselves and its Affiliates and Associatestheir respective members, hereby unconditionally and irrevocably waivesofficers, releases and dischargesdirectors, assigns, agents, and covenants not to ▇▇▇ in any capacity successors, past and present (or cause to be sued through a derivative or other representative action)each individually, any an “Arbor Group Releasing Party”) does hereby expressly, absolutely and forever release and discharge the Company and each officer, director, stockholder, agent, affiliate, employee, attorney, assigns, predecessor, and successor, past and present, of the Company or any Indemnified Person (each individually, a “Company Released Party”) from, and their respective heirsforever fully releases and discharges each Company Released Party of, representatives, Affiliates and Associates for any and all rights, claims, causes of actionwarranties, actions, judgments, liensdemands, debts, damagesobligations, liabilities, costs, attorneys’ fees, expenses, suits, losses, liabilities, rights, interests and demands causes of whatsoever kind or character, in law, equity or otherwise action (collectively, “Claims”) that could have been assertedof any kind or nature whatsoever (including those arising under contract, statute or ever could be asserted, that in any way arise from or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified Personscommon law), whether known or unknown, includingcontingent or absolute, without limitationsuspected or unsuspected, any Claim arising out of, in respect of or in connection withwith the Proxy Solicitation, relating to which any Arbor Group Releasing Party ever had or based on the fact that the Indemnified Person is or was a director, officer, employee or agent of the Company or owned arising at any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified Person. (b) The Company and each Resigning Director and Company Nominee, on behalf of himself or itself and his or its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges and covenants not to ▇▇▇ in any capacity, any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by any of the Investors, whether known or unknown, occurring or existing time prior to the date of this Agreement relating to (including the Company future effects of such occurrences, conditions, acts or any its subsidiariesomissions); provided, however, that the foregoing release does not apply to (i) any Claim relating to the performance of obligations under this waiver Agreement or for breach of or to enforce this Agreement and (ii) any Claims that cannot be waived by law (with clauses (i) and (ii) together, the “Arbor Excluded Claims”). The Claims released pursuant to this Section 4(a) are referred to herein as “Arbor Group Claims.” The Arbor Group, on behalf of itself and the Arbor Group Releasing Parties, hereby irrevocably covenants to refrain from asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Company Released Party based upon any Arbor Group Claim. (b) The Company, for itself and for its officers, directors, assigns, agents, and successors, past and present (each individually, a “Company Releasing Party”) does hereby expressly, absolutely and forever release and covenant not discharge the Arbor Group and each of their respective officers, directors, stockholders, agents, affiliates, employees, attorneys, assigns, predecessors, and successors, past and present, of each member of the Arbor Group (each individually, an “Arbor Group Released Party”) from, and forever fully releases and discharges each Arbor Group Released Party of, any and all Claims of any kind or nature whatsoever (including those arising under contract, statute or common law), whether known or unknown, contingent or absolute, suspected or unsuspected, arising in respect of or in connection with the Proxy Solicitation, any Schedule 13D or proxy filings made prior to ▇▇▇ shall not include the date hereof or in respect of or in connection with the nomination and election of directors at the 2008 Annual Meeting or the other proposals contained in the Notice, which any Claims Company Releasing Party ever had or owned arising from at any time prior to the breach date of this Agreement (including the future effects of such occurrences, conditions, acts or omissions); provided, however, that the foregoing release does not apply to (i) any Claim relating to the performance of obligations under this Agreement or for breach of or to enforce this Agreement and (ii) any Claims that cannot be waived by any Investor or any knowing criminal act by any Investor.law (with clauses (i) and (ii) together, the

Mutual Release. (a) Each InvestorEffective as of the Closing, the Seller Parties, for themselves and on behalf of itself their Affiliates (other than the Acquired Companies) and its Affiliates each of their successors, assigns, heirs and Associatesexecutors (each, a “Seller Releasor”), hereby unconditionally irrevocably, knowingly and irrevocably waivesvoluntarily releases, releases discharges and discharges, forever waives and covenants not to ▇▇▇ in any capacity (or cause to be sued through a derivative or other representative action), any of the Company or any Indemnified Person and their respective heirs, representatives, Affiliates and Associates for any and relinquishes all claims, causes of action, actions, judgments, liens, debts, damages, lossesdemands, liabilities, rightsdefenses, interests setoffs, counterclaims, actions and demands causes of whatsoever action of whatever kind or character, in law, equity or otherwise (collectively, “Claims”) that could have been asserted, or ever could be asserted, that in any way arise from or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified Personsnature, whether known or unknown, includingwhich any Seller Releasor has, without limitationmay have or might have or may assert now or in the future, against any Claim of the Acquired Companies and any of their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, an “Acquired Company Releasee”), arising out of, in connection withbased upon or resulting from any Contract, relating to or based on the fact that the Indemnified Person is or was a directortransaction, officer, employee or agent of the Company or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified Person. (b) The Company and each Resigning Director and Company Nominee, on behalf of himself or itself and his or its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges and covenants not to ▇▇▇ in any capacity, any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, factcircumstance, actaction, omission or failure to act by or occurrence of any of the Investorssort or type, whether known or unknown, occurring and which occurred, existed, was taken or existing expressly permitted prior to the date of this Agreement relating to the Company or any its subsidiariesClosing; provided, however, without limiting Section 5.8, that nothing contained in this waiver Section 5.20(a) shall release, discharge, waive or otherwise affect the rights or obligations of any party to the extent arising under this Agreement or any of the Ancillary Agreements. The Seller shall, and release shall cause each Seller Releasor to, refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting or maintaining, or causing to be commenced, any legal or arbitral proceeding of any kind against any Acquired Company Releasee based upon any matter released pursuant to this Section 5.20(a). The parties hereby acknowledge and covenant not to ▇▇▇ shall not include any Claims arising from agree that the breach execution of this Agreement shall not constitute an acknowledgment of or an admission by any Investor Seller Releasor or Acquired Company Releasee of the existence of any such claims or of liability for any matter or precedent upon which any liability may be asserted. (b) Effective as of the Closing, the Buyer, on behalf of the Acquired Companies and each of their successors, assigns, heirs and executors (each, a “Buyer Releasor”), hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, liabilities, defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any of the Acquired Companies may have had prior to the Closing against any of the Seller Parties or their Affiliates (other than the Acquired Companies) and their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Seller Releasee”), arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken or expressly permitted prior to the Closing; provided, however, without limiting Section 5.8, that nothing contained in this Section 5.20(b) shall release, discharge, waive or otherwise affect the rights or obligations of any party to the extent arising under this Agreement or any knowing criminal act of the Ancillary Agreements. The Buyer shall, and shall cause each Buyer Releasor to, refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting or maintaining, or causing to be commenced, any legal or arbitral proceeding of any kind against any Seller Releasee based upon any matter released pursuant to this Section 5.20(b). The parties hereby acknowledge and agree that the execution and delivery of this Agreement shall not constitute an acknowledgment of or an admission by any InvestorBuyer Releasor or Seller Releasee of the existence of any such claims or of liability for any matter or precedent upon which any liability may be asserted. (c) Without limiting the generality of the foregoing, effective as of the Closing, the Seller Parties hereby irrevocably and forever waive and release any right to indemnification, contribution, reimbursement, set-off or other rights to recovery that the Seller Parties might otherwise have against any of the Acquired Companies with respect to representations and warranties made and, the covenants, obligations and agreements to be performed at or prior to the Closing, by the Acquired Companies in this Agreement or the Ancillary Agreements.

Mutual Release. (a) Each Investor, MENY and York Partners each on behalf of itself and its Affiliates respective predecessors, successors, assigns, subsidiaries and Associates, hereby unconditionally and irrevocably waives, releases and dischargesother Affiliates, and covenants each of their respective officers, directors, shareholders, partners, employees, attorneys, agents and servants, and their respective predecessors, successors and assigns (collectively, the "Releasing Parties"), do hereby forever release and discharge the other, the other Partners predecessors, successors, assigns, parents, subsidiaries and other Affiliates, and each of their respective officers, directors, shareholders, partners, employees, attorneys, agents and servants, and their respective predecessors, successors, successors and assigns (the "Released Parties"), from any and all claims existing, owned, held or alleged, or which claims could, might, or may be claimed to exist, of whatever kind or name, on or prior to the date hereof, whether direct or indirect, known or unknown, suspected or unsuspected, liquidated or unliquidated, matured or unmatured, fixed or contingent, irrespective of how, why, or by reason of what facts such claims arose (all such claims are herein collectively referred to as "Released Claims") which in any way relate to, arise out of or are connected with (a) this Agreement or the Partnership and any liabilities or obligations hereunder or thereunder, and (b) any and all other actions (or inaction), discussions, negotiations, agreements, undertakings and other matters concerning the design, construction, development, ownership, financing, management or operation of the Project in each case allegedly occurring on or prior to the date hereof provided, however, that the foregoing covenant and release shall not operate to discharge any loan, advance or debt extended by any Person or any cost or expense evidenced by this Agreement or the York Reimbursement Agreement, or to discharge either or both of the Partners from any of their respective obligations hereafter arising under this Agreement or any other agreement to which it is a party. Each Partner hereby agrees, represents and warrants that it realizes and acknowledges that the foregoing covenant and release has been negotiated and agreed upon in light of the realization that factual matters now unknown to it may have given or may hereafter give rise to Released Claims, and that it nevertheless hereby intends to grant such release and to covenant and agree not to ▇▇▇ in any capacity (or cause to be sued through a derivative or take other representative action), any of action against the Company or any Indemnified Person and their respective heirs, representatives, Affiliates and Associates other for any and all claims, causes of action, actions, judgments, liens, debts, damages, losses, liabilities, rights, interests and demands of whatsoever kind or character, in law, equity or otherwise (collectively, “Claims”) that could have been asserted, or ever could be asserted, that in any way arise from or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified Persons, whether such known or unknown, including, without limitation, any Claim arising out of, in connection with, relating to or based on the fact that the Indemnified Person is or was a director, officer, employee or agent of the Company or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified Personunknown Released Claims. (b) The Company and each Resigning Director and Company Nominee, on behalf of himself or itself and his or its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges and covenants not to ▇▇▇ in any capacity, any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by any of the Investors, whether known or unknown, occurring or existing prior to the date of this Agreement relating to the Company or any its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by any Investor or any knowing criminal act by any Investor.

Mutual Release. The Parties agree to the following: (a) Each InvestorOn the condition that all payments due under Paragraph 1 above have been fully made and effective only upon satisfaction of such condition, the Receiver, on behalf of itself and its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and dischargesthe one hand, and covenants not to ▇▇▇ in any capacity (or cause to be sued through a derivative or Transferee on the other representative action)hand, any and each of the Company or any Indemnified Person them, for themselves, their agents, employees, partners, directors, officers, successors and assigns, forever, irrevocably and unconditionally release and discharge one another, and their respective heirsofficers, directors, representatives, Affiliates heirs, executors, administrators, receivers, successors, assigns, predecessors, agents, attorneys and Associates for employees, of and from any and all claims, demands, debts, obligations, liabilities, costs, expenses, rights of action, causes of action, actionsawards and judgments arising from the Transfers, judgments, liens, debts, damages, losses, liabilities, rights, interests and demands all of whatsoever kind or character, in law, equity or otherwise (collectivelywhich are hereinafter called, “Released Claims.” (b) Each of the Receiver and Transferee acknowledges and agrees that could have been asserted, or ever could be asserted, that in any way arise from or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified PersonsReleased Claims may include claims of every nature and kind whatsoever, whether known or unknown, includingsuspected or unsuspected and further acknowledge that they may be presently unknown or unsuspected, without limitationand may be based upon hereafter discovered facts different from, any Claim arising out ofor in addition to, in connection withthose which they now know, relating or believe to or based on be true. Nevertheless, the fact parties agree that the Indemnified Person is foregoing release shall be and remain effective in all respects, notwithstanding such different or was a director, officer, employee or agent of the Company or any of its subsidiariesadditional facts, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified Persondiscovery thereof. (bc) The Company Receiver and each Resigning Director Transferee expressly waive and Company Nominee, on behalf release any rights and benefits that they have or may have under any similar law or rule of himself or itself and his or its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges and covenants not any other jurisdiction pertaining to ▇▇▇ in any capacity, any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by any the matters released herein. It is the intention of the Investorsparties through this Agreement and with the advice of counsel to fully, whether finally and forever settle and release the claims and disputes existing between them as provided herein, known or unknown, occurring . The releases herein given shall be and remain in effect as full and complete releases of all such matters notwithstanding the discovery of any additional claims or existing prior to the date of this Agreement facts relating to the Company or any its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by any Investor or any knowing criminal act by any Investorthereto.

Mutual Release. (a) Each InvestorEffective upon the Closing and without further action by any Person, Buyer, on behalf of itself and its Affiliates and Associateseach of the Acquired Entities (each, a “Buyer Releasing Person”), hereby irrevocably, unconditionally and irrevocably fully waives, releases and dischargesacquits, remises, and covenants not to ▇▇▇ in any capacity (or cause to be sued through a derivative or other representative action)forever discharges and releases Ultimate Seller Parent, any of the Company or any Indemnified Person Seller Parent, Seller and their respective heirsSubsidiaries (other than the Acquired Entities) (collectively, representatives, Affiliates and Associates for the “Seller Released Parties”) from any and all claims, causes liabilities or obligations of action, actions, judgments, liens, debts, damages, losses, liabilities, rights, interests and demands of whatsoever any kind or characternature whatsoever, in law, equity each case arising or otherwise (collectively, “Claims”) occurring or that could have been assertedarisen or occurred from any actions, omissions or ever could be assertedstate of facts occurring, that in any way arise from not occurring or in connection withexistence (whether or not known) on or prior to the Closing and whether absolute or contingent, relate to liquidated or are based on any eventunliquidated, fact, act, omission, or failure to act by the Company or the Indemnified Persons, whether known or unknown, includingsuspected or unsuspected, without limitationmatured or unmatured or determined or determinable, and whether arising under any Claim arising out ofLaw, Contract, arrangement, or understanding, whether written or oral or otherwise at law or in equity, that, in connection withany such case, relating arises out of or relates to the relationship between the Seller Released Parties and the Acquired Entities (collectively, the “Buyer Released Claims”), and Buyer, on behalf of itself and each other Buyer Releasing Person, covenants and agrees not to sue, assert or based on the fact that the Indemnified Person is or was a director, officer, employee or agent of the Company or otherwise seek to recover any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of amounts in any employee benefit plan established and maintained by the Company or by forum in regard to any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in Buyer Released Claims from any of the foregoing capacities at Seller Released Parties (except as provided in this Agreement or any Ancillary Agreement, in each case, only to the request extent set forth herein or therein). Buyer, on behalf of itself and each other Buyer Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or believed to be true with respect to the subject matter of this release may hereafter be discovered, but Buyer, on behalf of itself and each other Buyer Releasing Person, agrees to remain bound hereby and hereby fully releases all Buyer Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Buyer Released Claims. Without limitation of the Company foregoing, Buyer, on behalf of itself and each other Buyer Releasing Person, hereby waives the application of any provision of Law that purports to limit the scope of a general release. For the avoidance of doubt, nothing in this Section 7.15(a) constitutes, or shall be deemed to constitute, a release of any claim that any Party may have under this Agreement or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified PersonAncillary Agreement. (b) The Company Effective upon the Closing and without further action by any Person, each of the Seller Parties and their Subsidiaries (other than the Acquired Entities) (each, a “Seller Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases Buyer and the Acquired Entities and their respective Subsidiaries (collectively, the “Buyer Released Parties”) from any and all liabilities or obligations of any kind or nature whatsoever, in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral or otherwise at law or in equity, that, in any such case, arises out of or relates to the relationship between the Seller Releasing Persons and the Acquired Entities (collectively, the “Seller Released Claims”), and each Resigning Director and Company NomineeSeller Party, on behalf of himself or itself and his or its Affiliates each other Seller Releasing Person, covenants and Associates, hereby unconditionally and irrevocably waives, releases and discharges and covenants agrees not to ▇▇▇ sue, assert or otherwise seek to recover any amounts in any capacity, forum in regard to any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by Seller Released Claims from any of the InvestorsBuyer Released Parties (except as provided in this Agreement or any Ancillary Agreement, whether in each case, only to the extent set forth herein or therein). Each Seller Party, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which are now known or unknown, occurring or existing prior believed to be true with respect to the date subject matter of this Agreement relating release may hereafter be discovered, but each Seller Party, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the Company subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, each Seller Party, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law that purports to limit the scope of a general release. For the avoidance of doubt, nothing in this Section 7.15(b) constitutes, or shall be deemed to constitute, a release of any claim that any Party may have under this Agreement or any its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by any Investor or any knowing criminal act by any InvestorAncillary Agreement.

Mutual Release. (a) Each InvestorAs a material inducement to Michaels to enter into this Agreement, on behalf of itself Employee hereby irrevocably and its Affiliates and Associatesunconditionally releases, hereby unconditionally and irrevocably waives, releases and dischargesacquits, and covenants not to ▇▇▇ in any capacity (or cause to be sued through a derivative or other representative action)forever discharges Michaels and each of Michaels' present and former stockholders, any of the Company or any Indemnified Person and their respective heirspredecessors, successors, assigns, agents, directors, officers, employees, representatives, Affiliates attorneys, divisions, subsidiaries and Associates for affiliates (and agents, directors, officers, employees, representatives and attorneys of such divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, "Releasees"), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, actionssuits, judgmentsrights, liensdemands, debts, damagescosts, losses, debts and expenses (including without limitation attorney's fees and costs actually incurred), of any nature whatsoever (other than (a) liabilities, rightsclaims, interests obligations and demands of whatsoever kind or character, in law, equity or otherwise (collectively, “Claims”) that could have been asserted, or ever could be asserted, that in any way arise from or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified Persons, whether known or unknown, including, without limitation, any Claim other rights arising out of, in connection with, relating to or based on the fact that the Indemnified Person is or was a director, officer, employee or agent of the Company or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of solely under this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified Person. (b) The Company and each Resigning Director and Company Nominee, on behalf of himself or itself and his or its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges and covenants not to ▇▇▇ in any capacity, any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by any of the Investors, whether known or unknown, occurring or existing incurred prior to the date hereof under Michaels' Deferred Compensation Plan, or (b) claims to workers compensation benefits to which Employee would have otherwise been entitled), known or unknown ("Claim" or "Claims"), which Employee now has, owns, or holds, or claims to have, own, or hold, or which Employee at any time heretofore had, owned, or held, or claimed to have, own, or hold, against each or any of the Releasees, which are (y) related to Employee's employment with Michaels or any subsidiary or affiliate of Michaels; (z) related to the termination of Employee's employment with Michaels or any subsidiary or affiliate of Michaels, or (c) claims of age discrimination under the Age Discrimination in Employment Act of 1967, as amended (the "ADEA"). Employee understands and acknowledges that this Agreement relating does not waive rights or claims under the ADEA or comparable state law that may arise after the date this Agreement is executed and does not waive his right to challenge this Agreement's waiver of ADEA claims under the Company Older Workers Benefit Protection Act. Employee represents and warrants to Michaels that Employee has not heretofore assigned or transferred, or purported to assign or transfer, to any person or entity, any Claim or any its subsidiaries; providedportion thereof or interest therein. As a material inducement to Employee to enter into this Agreement, howeverMichaels hereby irrevocably and unconditionally releases, this waiver acquits, and release forever discharges Employee and covenant not to ▇▇▇ shall not include each of Employee's heirs, assigns, agents, representatives and attorneys, and all persons acting by, through, under or in concert with any of them (collectively, "Employee Releasees"), or any of them, from any and all Claims (other than Claims arising from the breach of solely under this Agreement or from any fraud or criminal misconduct by Employee), which Michaels now has, owns, or holds, or claims to have, own, or hold, or which Michaels at any Investor time heretofore had, owned, or held, or claimed to have, own, or hold, against each or any knowing criminal act of the Employee Releasees arising by or before the date this Agreement is executed by Employee. Michaels represents and warrants to Employee that Michaels has not heretofore assigned or transferred, or purported to assign or transfer, to any Investorperson or entity, any Claim or any portion thereof or interest therein.

Mutual Release. (a) Each InvestorSeller, on behalf of for itself and its Affiliates heirs, personal representatives, successors and Associatesassigns (collectively, the “Seller Releasors”), hereby unconditionally forever fully and irrevocably waives, releases and discharges, discharges FM Holdings and covenants not to ▇▇▇ in any capacity (or cause to be sued through a derivative or other representative action), any of the Company or any Indemnified Person and their respective heirspredecessors, representativessuccessors, Affiliates direct or indirect subsidiaries and Associates for past and present stockholders (other than Purchaser), members, managers, directors, officers, employees, agents, and other representatives (collectively, the “Released Parties”) from any and all actions, suits, claims, causes of actiondemands, actionsdebts, agreements, obligations, promises, judgments, liensor Liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, debts, damages, losses, liabilities, rights, interests and demands of whatsoever kind or character, in law, equity or otherwise (collectivelyincluding, “Claims”claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) that could arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have been asserted, or ever could be asserted, that in any way arise from or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by against the Company or the Indemnified PersonsReleased Parties, whether known or unknown, includingsuspected or unsuspected, without limitationunanticipated as well as anticipated (collectively, the “Seller Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any Claim arising out ofclaim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in connection withany court or before any tribunal, against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.5(a), “Seller Released Claims” does not include, and the provisions of this Section 5.5(a) shall not release or otherwise diminish, the obligations of Purchaser set forth in this Contract. Further, for the avoidance of doubt, the release by the Seller Releasors contained in this Section 5.5(a) is not, and shall not be construed as, a release by COF or CRIC of any claims, actions, obligations, or Liabilities arising under or relating to or based on the fact that the Indemnified Person is or was a director, officer, employee or agent of the Company or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified PersonGuaranties. (b) The Company and each Resigning Director and Company NomineePurchaser, on behalf of himself or for itself and his or its Affiliates heirs, personal representatives, successors and Associatesassigns (collectively, the “Purchaser Releasors”), hereby unconditionally forever fully and irrevocably waives, releases and discharges the Released Parties (other than Seller) from any and covenants not to ▇▇▇ in any capacityall actions, any Investorsuits, claims, demands, debts, agreements, obligations, promises, judgments, or his liabilities of any kind whatsoever in law or its respective heirsequity and causes of action of every kind and nature, representativesor otherwise (including, Affiliates claims for damages, costs, expense, and Associates for any Claim based on any eventattorneys’, factbrokers’ and accountants fees and expenses) arising out of or related to events, actfacts, omission conditions or failure circumstances existing or arising with respect to act by any the condition of the InvestorsProperty prior to or as of the Closing Date, which the Purchaser Releasors can, shall or may have against the Released Parties, whether known or unknown, occurring suspected or existing prior unsuspected, unanticipated as well as anticipated (collectively, the “Purchaser Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Purchaser Released Claim. Notwithstanding the date preceding sentence of this Agreement relating to Section 5.5(b), “Purchaser Released Claims” does not include, and the Company or any its subsidiaries; provided, however, provisions of this waiver and release and covenant not to ▇▇▇ Section 5.5(b) shall not include release or otherwise diminish, the obligations of any Claims Party set forth in or arising from the breach under any provisions of this Agreement by any Investor or any knowing criminal act by any InvestorContract.

Mutual Release. (a) Each InvestorEffective as of the Closing, Parent agrees, on behalf of itself and each of its Affiliates current and Associatesfuture Affiliates, and each of its and their respective past, present and/or future officers, directors, agents, general or limited partners, principals, managers, members, advisors, stockholders, equity holders, controlling Persons or other Representatives, or any heir, executor, administrator, successor or permitted assign of any of the foregoing (collectively, the “Parent Releasors”), that none of Buyer or its Non-Recourse Parties (including, from and after the Closing, the Business Companies) (collectively, the “Buyer Released Parties”) shall have any Liability or responsibility whatsoever (including any personal Liability) for, and Parent, on behalf of itself and each of the other Parent Releasors, hereby unconditionally and irrevocably waives, releases and discharges, and covenants not to ▇▇▇ in any capacity (or cause to be sued through a derivative or other representative action), any effective as of the Company or any Indemnified Person and their respective heirsClosing, representativesthe Buyer Released Parties from, Affiliates and Associates for any and all claimsActions, Liabilities or causes of action, actions, judgments, liens, debts, damages, losses, liabilities, rights, interests and demands action of whatsoever any kind or characternature whatsoever, in lawfixed or contingent, equity or otherwise (collectively, “Claims”) that could have been asserted, or ever could be asserted, that in any way arise from or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified Persons, whether known or unknown, includingliquidated or unliquidated that any Parent Releasor or any Person claiming through or under a Parent Releasor ever had or now has or hereafter can, without limitation, any Claim shall or may have arising out of or relating to any Business Company, the Transferred Assets, the Assumed Liabilities or the Business at or prior to the Closing Date. Each Parent Releasor (i) is aware that it may hereafter discover facts in addition to or different from those it now knows or believes to be true with respect to the subject matter of the release provided for in this ‎Section 8.05(a); provided however, it is the intention of each Parent Releasor that such release shall be effective as a full and final accord and satisfactory release of each and every matter specifically or generally referred to in this ‎Section 8.05(a) and (ii) has been informed of, in connection and that it is familiar with, relating Section 1542 of the Civil Code of the State of California, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Notwithstanding anything to the contrary in the foregoing, this ‎Section 8.05(a) shall not apply (A) if such Parent Releasor is an employee of any Business Company, claims in respect of compensation or based on benefits, (B) to any rights, claims or remedies with respect to exculpation, indemnification, contribution, advancement of expenses or reimbursement against or from the Business Companies by reason of the fact that the Indemnified Person any Parent Releasor is or was a an equity holder, director, manager, officer, employee or other agent of any Business Company pursuant to (i) any Organizational Document, (ii) any Indemnity Agreement or (iii) any directors’ and officers’, fiduciary, employment practices and/or similar insurance policies, (C) in the Company case of Fraud by Buyer, or (D) to the obligations of the Parties under the this Agreement, the other Transaction Documents or any of its subsidiaries, Affiliate Contract that survives the Closing in accordance with the terms hereof and to which Buyer or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by Business Company is a party after the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified PersonClosing. (b) The Company and each Resigning Director and Company NomineeEffective as of the Closing, ▇▇▇▇▇ agrees, on behalf of himself or itself and his each of its current and future Affiliates (including, from and after the Closing, the Business Companies), and each of its and their respective past, present and/or future officers, directors, agents, general or its Affiliates limited partners, principals, managers, members, advisors, stockholders, equity holders, controlling Persons or other Representatives, or any heir, executor, administrator, successor or permitted assign of any of the foregoing (collectively, the “Buyer Releasors”), that none of the Parent Entities or their Non-Recourse Parties (collectively, the “Parent Released Parties”) shall have any Liability or responsibility whatsoever (including any personal Liability) for, and AssociatesBuyer, on behalf of itself and each of the other Buyer Releasors, hereby unconditionally and irrevocably waives, releases and discharges and covenants not to ▇▇▇ in any capacitydischarges, effective as of the Closing, the Parent Released Parties from, any Investorand all Actions, Liabilities or his causes of action of any kind or its respective heirsnature whatsoever, representativesfixed or contingent, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by any of the Investors, whether known or unknown, occurring liquidated or existing unliquidated that any Buyer Releasor or any Person claiming through or under a Buyer Releasor ever had or now has or hereafter can, shall or may have arising out of or relating to any Business Company, the Transferred Assets, the Assumed Liabilities or the Business. Notwithstanding anything contrary to the foregoing, the Buyer Releasors shall not be deemed to have released any claim, defense, fact or circumstance, which Buyer reasonably determines after the Closing is necessary to defend against or to prosecute any Action brought by or against, as applicable, any director, officer, employee, contractor, or agent relating to the work such individual performed for any Business Company or the Business prior to the date of this Agreement relating Closing. Each Buyer Releasor (i) is aware that it may hereafter discover facts in addition to or different from those it now knows or believes to be true with respect to the Company subject matter of the release provided for in this ‎Section 8.05(b); provided however, it is the intention of each Buyer Releasor that such release shall be effective as a full and final accord and satisfactory release of each and every matter specifically or generally referred to in this ‎Section 8.05(b) and (ii) has been informed of, and that it is familiar with, Section 1542 of the Civil Code of the State of California, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Notwithstanding anything to the contrary in the foregoing, this ‎Section 8.05(b) shall not apply (A) in the case of Fraud by or on behalf of Parent or (B) to the obligations of the Parties under the this Agreement, the other Transaction Documents or any its subsidiaries; provided, however, this waiver Affiliate Contract that survives the Closing in accordance with the terms hereof and release and covenant not to ▇▇▇ shall not include any Claims arising from which a Parent Entity is a party after the breach of this Agreement by any Investor or any knowing criminal act by any InvestorClosing.

Mutual Release. (a) Each InvestorIn consideration of the covenants, agreements and undertakings of the Parties under this Agreement, effective upon the Effective Date, each of Biodel, on one hand, and the Unilife Parties, on the other hand, on behalf of itself and its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges, and covenants not to ▇▇▇ in any capacity (or cause to be sued through a derivative or other representative action), any of the Company or any Indemnified Person themselves and their respective heirspresent and former parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, successors, and assigns (collectively, “Releasors”), hereby fully, completely, absolutely and unconditionally waives, releases, discharges and holds harmless the other and their respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, SUBJECT TO FRE 408 AND STATE EQUIVALENTS CONFIDENTIAL directors, shareholders, members, agents, representatives, Affiliates successors, and Associates for permitted assigns (collectively, “Releasees”), from any and all claims, causes of action, actionsrights, judgments, liens, debtsobligations, damages, losses, liabilities, rightsdemands, interests debts, contracts, agreements, actions, and demands claims of whatsoever any kind or characternature whatsoever, at law and in lawequity, equity regardless of whether known or otherwise unknown, foreseen or unforeseen, suspected or unsuspected, vested or contingent, accrued or unaccrued (collectively, “Claims”) that could have been asserted), or ever could be asserted, that including all Claims in any way arise from arising out of or relating to the Supply Agreement or any other agreement between the Parties in existence as of the Effective Date, the Existing Lawsuit, or the Arbitration; provided, however that the waivers and releases in this Article VII shall not include any Claims that seek to enforce, or relief for a breach of, any terms of this Agreement. Each Releasor understands that it may later discover Claims or facts that may be different from, or in connection withaddition to, relate those that it or any other Releasor now knows or believes to or are based on any eventexist regarding the Claims released in this Article VII, factand which, actif known at the time of signing this Agreement, omissionmay have materially affected this Agreement and such Releasor’s decision to enter into this Agreement and grant the release contained in this Article VII. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist, or failure to act by previously existed, as set out in the Company or the Indemnified Personsrelease contained in this Article VII, whether known or unknown, including, without limitation, any Claim arising out of, in connection with, relating to foreseen or based on the fact that the Indemnified Person is or was a director, officer, employee or agent of the Company or any of its subsidiariesunforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a trusteecomplete release, custodian, administrator, committeeman notwithstanding the discovery or fiduciary existence of such additional or different facts. The Releasors hereby waive any employee benefit plan established and maintained by the Company right or by any subsidiary Claim that might arise as a result of the Company, such different or was serving another corporation, partnership, joint venture, trust additional Claims or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by the Company, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified Personfacts. (b) The Company and each Resigning Director and Company Nominee, on behalf of himself or itself and his or its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges and covenants not to ▇▇▇ in any capacity, any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by any of the Investors, whether known or unknown, occurring or existing prior to the date of this Agreement relating to the Company or any its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by any Investor or any knowing criminal act by any Investor.

Mutual Release. (a) Each InvestorIn full consideration of and in exchange for the promises and consideration provided under this Article 2, on behalf each of itself Cardica and its Affiliates Intuitive hereby fully and Associates, hereby unconditionally and irrevocably waives, releases and discharges, and covenants not to ▇▇▇ in any capacity (or cause to be sued through a derivative or forever discharges each other representative action), any of the Company or any Indemnified Person and their respective heirs, representatives, Affiliates and Associates for from any and all claims, causes of action, charges, complaints, demands, actions, judgmentsand liabilities of any nature whatsoever, liens, debts, damages, losses, liabilities, rights, interests and demands of whatsoever kind or character, in law, equity or otherwise (collectively, “Claims”) that could have been asserted, or ever could be asserted, that in any way arise from or in connection with, relate to or are based on any event, fact, act, omission, or failure to act by the Company or the Indemnified Persons, whether known or unknown, includingsuspected or unsuspected, without limitationlegal or equitable, any Claim arising out of, in connection with, relating that such Party may have against the other Party prior to or based on the fact that the Indemnified Person is or was a director, officer, employee or agent and as of the Company Effective Date. It is further understood and agreed by the Parties that as a condition of this Development Agreement, Cardica and Intuitive hereby expressly waive and relinquish any and all claims, rights or any benefits that they may have under California Civil Code Section 1542, which provides as follows: [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of its subsidiariesthe Securities Exchange Act of 1934, as amended. “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” In connection with such waiver and relinquishment, the Parties hereby acknowledge that they or their attorneys may hereafter discover claims or facts in addition to, or a trusteedifferent from, custodianthose which they now know or believe to exist, administratorbut that they expressly agree to fully, committeeman or fiduciary of any employee benefit plan established finally and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this waiver forever settle and release any and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by the Companyall claims, the Resigning Directors or the Company Nominees or any knowing criminal act by the Company or any Indemnified Person. (b) The Company and each Resigning Director and Company Nominee, on behalf of himself or itself and his or its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges and covenants not to ▇▇▇ in any capacity, any Investor, or his or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by any of the Investors, whether known or unknown, occurring suspected or existing prior to unsuspected, which exist or may exist on their behalf against Releasees at the date time of execution of this Development Agreement. The Parties further acknowledge, understand and agree that this representation and commitment is essential to each Party and that this Development Agreement relating would not have been entered into were it not for this representation and commitment. For clarity, the License Agreement (as amended by this Development Agreement) remains in full force and effect, and nothing contained herein shall be construed to release, waive or discharge any Party from any of its future obligations under the Company or any its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by any Investor or any knowing criminal act by any InvestorLicense Agreement.

Mutual Release. In full and complete settlement of any and all claims which Privia or any of the Covenantors has had, now has, or may in the future have against the Company, and any and all claims which the Company has had, now has, or may in the future have against Privia or the Covenantors arising out of acts occurring on or before the date of this Settlement Agreement as it relates to the MSA, and in consideration of all of the covenants, terms, and conditions contained herein. The Parties each unconditionally and irrevocably release, waive and forever discharge each other, together with each of their respective predecessors, successors, heirs, assigns, parents, subsidiaries, affiliates, directors, officers, partners, employees, agents, representatives and attorneys (collectively, the “Released Parties”), from: (a) Each Investor, on behalf of itself and its Affiliates and Associates, hereby unconditionally and irrevocably waives, releases and discharges, and covenants not to ▇▇▇ in any capacity (or cause to be sued through a derivative or other representative action), any of the Company or any Indemnified Person and their respective heirs, representatives, Affiliates and Associates for any and all liabilities, obligations, duties, promises, responsibilities, fees, or indebtedness of any kind as they relate to the MSA; and (b) all claims, offsets, causes of action, actionssuits or defenses of any kind whatsoever (if any), judgmentswhich the Parties might otherwise have against each other and the Released Parties, liens, debts, damages, losses, liabilities, rights, interests and demands of whatsoever kind or characteras it relates to the MSA, in laweither case (a) or (b) on account of any agreement, equity or otherwise (collectivelycontract, “Claims”) that could have been assertedunderstanding, or ever could be assertedpromise, that in any way arise from or in connection with, relate to or are based on any event, factcondition, act, omission, event, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or failure any other matter of any kind which existed, arose or occurred at any time from the beginning of the world to act by the Company or the Indemnified Personsexecution of this Settlement Agreement, whether direct or indirect, known or unknown, includingdisclosed or undisclosed, without limitationmatured or not matured, any Claim arising out of, in connection with, relating to discovered or based on the fact that the Indemnified Person is or was a director, officer, employee or agent of the Company or any of its subsidiariesundiscovered, or a trustee, custodian, administrator, committeeman contemplated or fiduciary of any employee benefit plan established and maintained by not contemplated as it relates to the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ MSA. This Mutual Release herein described shall not include any Claims arising from release, waiver or discharge for any future liability, obligation, duty, promise, responsibility, fee, or indebtedness not related to the breach of this Agreement by the Company, the Resigning Directors or the Company Nominees MSA or any knowing criminal act by the Company or any Indemnified Person. (b) The Company and each Resigning Director and Company Nomineefuture claim, on behalf offset, cause of himself or itself and his or its Affiliates and Associatesaction, hereby unconditionally and irrevocably waives, releases and discharges and covenants not to ▇▇▇ in any capacity, any Investorsuit, or his defense not related to the MSA, but it is intended to waive and release all claims, including future claims, arising under or its respective heirs, representatives, Affiliates and Associates for any Claim based on any event, fact, act, omission or failure to act by any the termination of the Investors, whether known or unknown, occurring or existing prior to the date of this Agreement relating to the Company or any its subsidiaries; provided, however, this waiver and release and covenant not to ▇▇▇ shall not include any Claims arising from the breach of this Agreement by any Investor or any knowing criminal act by any InvestorMSA.