Common use of Mutual Release Clause in Contracts

Mutual Release. (a) In consideration of the covenants, agreements, and undertakings of the Parties under this Termination Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, and assigns (collectively, "Releasors") hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, "Releasees") of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or (b) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 3, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's decision to enter into it and grant the release contained in this Section 3. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section 3, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts.

Mutual Release. (a) In consideration of To the covenantsfullest extent permitted by applicable law, agreements, and undertakings of the Parties under this Termination Agreement, each PartyPRE, on behalf of itself itself, its subsidiaries and its affiliates and their respective future, present and former parents, subsidiaries, affiliatesdirectors, officers, directorsshareholders, shareholderspartners, members, successorsemployees, agents, attorneys, successors and assigns (collectively, "Releasors") the “PRE Parties”), hereby unequivocally, knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, waivesremises, exculpates, acquits and forever discharges the other Party Axis and its Axis’ subsidiaries and affiliates and their respective future, present and formerformer directors, direct and indirectofficers, parentsshareholders, subsidiariespartners, affiliatesmembers, employees, officers, directors, shareholders, members, agents, representativesattorneys, permitted successors, successors and permitted assigns (collectively, "Releasees"the “Axis Parties”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreementsobligations, promisesclaims, variancescounterclaims, trespassessetoffs, debts, demands, damages, judgmentscosts, extentsexpenses, executions, claims, compensation and demands, liabilities of every kind and any nature whatsoever, in each case whether now absolute or contingent, liquidated or unliquidated, known oror unknown, and whether arising at law or in equity, which such PRE Party had, has, or may have based upon, arising from, in connection with or relating to the Amalgamation Agreement, any agreement or instrument delivered in connection therewith or the transactions contemplated thereby; provided, however, that (i) no party shall be released from any breach of this Agreement or have its respective rights and obligations under this Agreement impaired, and (ii) notwithstanding the termination of the Amalgamation Agreement, the Confidentiality Agreement will continue in full force and effect in accordance with its terms, and no party to the Confidentiality Agreement shall be released from any actions or claims which may arise thereunder. Each PRE Party shall refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting, maintaining, facilitating, aiding or causing to be commenced, instituted or maintained, any legal or arbitral proceeding of any kind against any Axis Party based upon any matter released under this Section 3(a). (b) Each To the fullest extent permitted by applicable law, each Axis Party, on behalf of itself hereby unequivocally, knowingly, voluntarily, unconditionally and each of its respective Releasorsirrevocably waives, understands that it may later discover Claims or facts that may be different thanfully and finally releases, or in addition toremises, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 3exculpates, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's decision to enter into it and grant the release contained in this Section 3. Nevertheless, the Releasors intend to fully, finally acquits and forever settle discharges each PRE Party from any and release all Claims that now existactions, may exist causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, claims, counterclaims, setoffs, debts, demands, damages, costs, expenses, compensation and liabilities of every kind and any nature whatsoever, in each case whether absolute or previously existedcontingent, as set forth in the release contained in this Section 3liquidated or unliquidated, whether known or unknown, foreseen and whether arising at law or unforeseenin equity, which such Axis Party had, has, or suspected may have based upon, arising from, in connection with or unsuspectedrelating to the Amalgamation Agreement, any agreement or instrument delivered in connection therewith or the transactions contemplated thereby; provided, however, that (i) no party shall be released from any breach of this Agreement or have its respective rights and obligations under this Agreement impaired, (ii) nothing contained in this paragraph shall in any way affect or impair AXIS’ right to receive payment of the amount set forth in Section 2 of this Agreement, and the release given herein is and will remain in effect as a complete release, (iii) notwithstanding the discovery termination of the Amalgamation Agreement, the Confidentiality Agreement will continue in full force and effect in accordance with its terms, and no party to the Confidentiality Agreement shall be released from any actions or existence claims which may arise thereunder. Each Axis Party shall refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting, maintaining, facilitating, aiding or causing to be commenced, instituted or maintained, any legal or arbitral proceeding of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or factskind against any PRE Party based upon any matter released under this Section 3(b).

Mutual Release. (a) In consideration Effective as of the covenants, agreements, and undertakings of the Parties under this Termination Agreementdate hereof, each Party, on behalf of itself itself, himself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, membershis Affiliates, successors, predecessors, assigns, heirs and assigns beneficiaries and, to the extent acting in a representative capacity of any such person, such person's Representatives (as applicable, collectively, the "ReleasorsReleasing Parties") ), hereby fully and finally remises, releases, waivesacquits and forever discharges, and forever discharges the covenants not to ▇▇▇ or take any steps to pursue or further any Legal Proceeding against, each other Party and Party, its respective present and formerAffiliates, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, predecessors, assigns, subsidiaries and permitted assigns each of its past or current insurers and Representatives (as applicable, collectively, the "ReleaseesReleased Parties") ), from and in respect of and from any and all actions, claims and causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreementsclaims, promisescounterclaims, variancesdemands, trespassesliabilities, obligations, damages, judgmentscosts, extentsexpenses, executions, claims, compensation and demands, other relief of every kind and nature whatsoever, whether now known or (b) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, at law or in addition toequity, those that it whether based on any federal, state or any other Releasor now knows foreign law or believes to exist regarding the subject matter right of the release contained in this Section 3, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's decision to enter into it and grant the release contained in this Section 3. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section 3action, whether known or unknown, whether foreseen or unforeseen, whether matured or suspected unmatured, in each case, which such Releasing Parties, or unsuspectedany of them, had, has or may have directly arising out of, connected with or related to the Investors' investment in the Company on or prior to the date hereof ("Claims"); provided, however, that nothing in this Section 4.4 shall be construed to release, acquit or discharge any Claims or rights that any of the Releasing Parties had, have or may have pursuant to this Agreement (the "Release"). If any Claim is not subject to the Release, to the extent permitted by law, each Party waives, and shall cause the release given herein is and will remain in effect as a complete releaseapplicable Releasing Parties to waive, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any other Party or any of the other applicable Released Parties is a party. (b) Each Party agrees that might arise it shall not, and shall cause the applicable Releasing Parties not to, institute any Legal Proceeding against any applicable Released Party with respect to any and all Claims released in this Agreement. Each Party hereby represents and warrants that it has access to adequate information regarding the terms of the Release, the scope and effect of the releases set forth herein and all other matters encompassed by the Release to make an informed and knowledgeable decision with regard to entering into the Release and has not relied on the applicable Released Parties in deciding to enter into the Release and has instead made its own independent analysis and decision to enter into the Release. (c) Each Party acknowledges that the consideration payable pursuant to this Agreement provides good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in the Release and this Agreement. Each Party waives any and all rights (to the extent permitted by state law, federal law, principles of common law or any other law) which may have the effect of limiting the Release as set forth in this Section 4.4. Without limiting the generality of the foregoing, each Party acknowledges that there is a result risk that the damages and costs which it believes it has suffered or will suffer may turn out to be other than or greater than those now known, suspected, or believed to be true. Facts on which each Party has been relying in entering into this Agreement may later turn out to be other than or different from those now known, suspected or believed to be true. Each Party acknowledges that in entering into this Agreement, it has expressed that it agrees to accept the risk of any such different possible unknown damages, claims, facts, demands, actions, and causes of action. Each Party acknowledges and agrees that the releases and covenants provided for in this Article V are binding, unconditional and final as of the date hereof. (d) Each Party represents and warrants that it has not heretofore transferred or additional Claims assigned, or factspurported to transfer or assign, to any person, firm, or corporation any claims, demands, obligations, losses, causes of action, damages, penalties, costs, expenses, attorneys' fees, liabilities or indemnities herein released. Each of the Parties represents and warrants that neither it nor any assignee has filed any lawsuit against the other Party.

Mutual Release. (a) In consideration Effective as of the covenantsClosing, agreementsthe Parent, for itself and undertakings of the Parties under this Termination Agreement, each Party, on behalf of itself its Affiliates, and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, their successors, heirs and assigns executors (collectivelyeach, "Releasors") a “Parent Releasor”), hereby irrevocably, knowingly and voluntarily releases, waives, discharges and forever discharges the other Party waives and its respective present and formerrelinquishes all claims, direct and indirectdemands, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, "Releasees") of and from any and all actions, causes of action, suits, lossesobligations, liabilities, rightsdefenses, debtsaffirmative defenses, duessetoffs, sums of moneycounterclaims, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claimsactions, and demands, causes of every action of whatever kind and nature whatsoever, whether now known or (b) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 3, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's decision to enter into it and grant the release contained in this Section 3. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section 3nature, whether known or unknown, foreseen or unforeseenwhich any Parent Releasor has, may have, or suspected might have or unsuspectedmay assert now or in the future, against the Companies and the Transferred Subsidiaries and their respective successors, assigns, officers, directors, partners and employees or any of their heirs or executors (in each case in their capacity as such) (each, a “Company 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 permitted prior to the release given herein is and will remain Closing; provided, however, that nothing contained in effect as a complete this Section 5.11(a) shall release, notwithstanding waive, discharge, relinquish or otherwise affect the discovery rights or obligations of any Person to the extent related to or arising out of (i) any intercompany receivable or payable as to which the Parent notifies the Acquiror pursuant to the last sentence of Section 5.07(a), (ii) any Intercompany Agreement set forth on Section 5.07(b) of the Seller Disclosure Letter, (iii) any Insurance Agreement, (iv) any Guaranty to the extent not terminated and fully released pursuant to Section 5.08, or (v) any other Contracts or any other claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature as set forth on Section 5.11(a) of the Seller Disclosure Letter. The foregoing release shall not apply to any claim arising under the terms of any Transaction Agreement or any claim alleging fraud or intentional misconduct. The Parent shall, and shall cause each Parent Releasor to, refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any legal proceeding of any kind against any Company Releasee based upon any matter released pursuant to this Section 5.11(a). The parties hereby acknowledge and agree that (i) nothing in this Section 5.11(a) shall in any way limit any Indemnified Party’s right to indemnification under ARTICLE X and (ii) the execution of this Agreement shall not constitute an acknowledgment of or an admission by any Parent Releasor or Company Releasee of the existence of any such additional claims or different factsof liability for any matter or precedent upon which any liability may be asserted. (b) Effective as of the Closing, the Acquiror, on behalf of the Companies and the Transferred Subsidiaries, and their successors, heirs and executors (each, an “Acquiror Releasor”), hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions, and causes of action of whatever kind or nature, whether known or unknown, which any Acquiror Releasor has, may have, or might have or may assert now or in the future, against the Parent, the Sellers and their respective Affiliates and its and their respective successors, assigns, officers, directors, partners and employees or any of their heirs or executors (in each case in their capacity as such) (each, a “Parent 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 permitted prior to the Closing; provided, however, that nothing contained in this Section 5.11(b) shall release, waive, discharge, relinquish or otherwise affect the rights or obligations of any party to the extent related to or arising out of (i) any intercompany receivable or payable as to which the Parent notifies the Acquiror pursuant to the last sentence of Section 5.07(a), (ii) any Intercompany Agreement set forth on Section 5.07(b) of the Seller Disclosure Letter, (iii) any Insurance Agreement, (iv) any Guaranty to the extent not terminated and fully released pursuant to Section 5.08, or (v) any other Contracts or any other claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature as set forth on Section 5.11(b) of the Seller Disclosure Letter. The Releasors foregoing release shall not apply to any claim arising under the terms of any Transaction Agreement or any claim alleging fraud or intentional misconduct. The Acquiror shall, and shall cause each Acquiror Releasor to, refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any legal proceeding of any kind against any Parent Releasee based upon any matter released pursuant to this Section 5.11(b). The parties hereby waive acknowledge and agree that (i) nothing in this Section 5.11(b) shall in any right way limit any Indemnified Party’s rights to indemnification under ARTICLE X and (ii) the execution of this Agreement shall not constitute an acknowledgment of or Claim that might arise as a result an admission by any Acquiror Releasor or Parent Releasee of the existence of any such different claims or additional Claims of liability for any matter or factsprecedent upon which any liability may be asserted.

Mutual Release. (a) In consideration Effective as of the covenants, agreements, and undertakings of the Parties under this Termination Agreementdate hereof, each Party, on behalf of itself itself, himself and its respective present Affiliates, successors, assigns, heirs and former parentsbeneficiaries and, subsidiariesto the extent acting in a representative capacity of any such person, affiliatessuch person’s creditors, representatives, agents and attorneys (as applicable, collectively, the “Releasing Parties”), hereby fully and finally releases, acquits and forever discharges each other Party, its Affiliates and each of its past or current directors, officers, directorsemployees, shareholdersagents or representatives (as applicable, members, successors, and assigns (collectively, "Releasors") hereby releasesthe “Released Parties”), waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, "Releasees") of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreementsclaims, promisescounterclaims, variancesdemands, trespassesliabilities, obligations, damages, judgmentscosts, extentsexpenses, executions, claims, compensation and demands, other relief of every kind and nature whatsoever, whether now known or (b) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, at law or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 3, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's decision to enter into it and grant the release contained in this Section 3. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section 3equity, whether known or unknown, foreseen or unforeseenin each case, which exist as of the date hereof, which such Releasing Parties, or suspected any of them, had, has or unsuspectedmay have directly arising out of, connected with or related to the Seller’s investment in the Purchaser (“Claims”); provided, however, that nothing in this Section 4.3 shall be construed to release, acquit or discharge any Claims or rights that any of the Releasing Parties had, have or may have pursuant to this Agreement (the “Release”). If any Claim is not subject to the Release, to the extent permitted by law, each Party waives, and will cause the release given herein is and will remain in effect as a complete releaseapplicable Releasing Parties to waive, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any other Party or any of the other applicable Released Parties is a party. Each Party acknowledges that might arise as a result the consideration payable pursuant to this Agreement provides good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in the Release and this Agreement. Each Party agrees that it will not, and will cause the applicable Releasing Parties not to, institute any litigation, lawsuit, claim or action against any applicable Released Party with respect to any and all Claims released in this Agreement. Each Party hereby represents and warrants that it has access to adequate information regarding the terms of such different or additional Claims or factsthe Release, the scope and effect of the releases set forth herein and all other matters encompassed by the Release to make an informed and knowledgeable decision with regard to entering into the Release and has not relied on the applicable Released Parties in deciding to enter into the Release and has instead made its own independent analysis and decision to enter into the Release.

Mutual Release. (a) In Subject to Section 4.22(c), for and in consideration of the covenantscovenants and promises set forth in this Agreement, agreements, and undertakings effective as of the Parties under this Termination AgreementClosing, each Party, on behalf of itself Seller and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, assigns, heirs and assigns (collectivelybeneficiaries hereby fully and finally release, "Releasors") hereby releases, waives, acquit and forever discharges discharge the other Party Company and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, "Releasees") of and Subsidiaries from any and all actionsActions, causes of actionaction (whether class, derivative or individual in nature, for indemnity or otherwise), suits, losses, liabilities, rights, debts, duesclaims, sums of moneycounterclaims, accounts, reckonings, obligations, costs, expensesdemands, liens, bonds, bills, specialties, covenantscommitments, contracts, controversies, agreements, promises, variancesliabilities, trespassesdemands, damages, judgmentslosses, extentscosts, executions, claims, expenses and demands, compensation of every any kind and or nature whatsoever, whether now known oror unknown, suspected or unsuspected, fixed or contingent, past, present or future, in law or in equity, which Seller has, or had or may have had in the past, against the Company or its Subsidiaries. (b) Each PartySubject to Section 4.22(c), on behalf for and in consideration of itself the covenants and promises set forth in this Agreement, effective as of the Closing, the Company and its Subsidiaries and each of its their respective Releasorssuccessors, understands that it may later discover Claims or facts that may be different thanassigns, or in addition toheirs and beneficiaries hereby fully and finally release, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 3, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's decision to enter into it and grant the release contained in this Section 3. Nevertheless, the Releasors intend to fully, finally acquit and forever settle discharge Seller and release its Affiliates (other than the Company and its Subsidiaries), from any and all Claims that now existActions, may exist causes of action (whether class, derivative or previously existedindividual in nature, as set forth in the release contained in this Section 3for indemnity or otherwise), whether suits, debts, claims, counterclaims, demands, liens, commitments, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses and compensation of any kind or nature whatsoever, known or unknown, foreseen or unforeseen, or suspected or unsuspected, fixed or contingent, past, present or future, in law or in equity, which the Company or its Subsidiaries has, or had or may have had in the past, against Seller or its Affiliates (other than the Company and its Subsidiaries). (c) Notwithstanding the release given herein is and will remain foregoing in effect as a complete releasethis Section 4.22, notwithstanding no party hereby releases any other party or parties hereto of any Actions arising under the discovery terms of this Agreement, the Support Services Agreement or existence the Contracts listed on Section 4.20(a) of such additional the Company Disclosure Letter, or different facts. The Releasors the transactions contemplated hereby waive any right or Claim that might arise as a result of such different or additional Claims or factsthereby.

Mutual Release. (a) In consideration Effective as of the covenants, agreements, and undertakings of the Parties under this Termination Agreementdate hereof, each Party, on behalf of itself itself, himself and its respective present and former parentshis affiliates, subsidiariesincluding the ▇▇▇▇▇ Family, successors, predecessors, assigns, heirs, estates, trustees and beneficiaries and, to the extent acting in a representative capacity of any such person, such person’s creditors, representatives, agents and attorneys (as applicable, collectively, the “Releasing Parties”), hereby fully and finally remises, releases, acquits and forever discharges, and covenants not to ▇▇▇ or take any steps to pursue or further any Legal Proceeding against, each other Party, its affiliates, successors, predecessors, assigns, subsidiaries (and in the case of the Purchaser, any member of the ▇▇▇▇▇ Family) and each of its past or current directors, officers, directors, shareholders, members, successors, and assigns (collectively, "Releasors") hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliatesprincipals, employees, officersagents or representatives (as applicable, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, "Releasees") the “Released Parties”), from and in respect of and from any and all actions, claims and causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreementsclaims, promisescounterclaims, variancesdemands, trespassesliabilities, obligations, damages, judgmentscosts, extentsexpenses, executions, claims, compensation and demands, other relief of every kind and nature whatsoever, whether now known or (b) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, at law or in addition toequity, those that it whether based on any federal, state or any other Releasor now knows foreign law or believes to exist regarding the subject matter right of the release contained in this Section 3, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's decision to enter into it and grant the release contained in this Section 3. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section 3action, whether known or unknown, whether foreseen or unforeseen, whether matured or suspected unmatured, in each case, which such Releasing Parties, or unsuspectedany of them, had, has or may have directly arising out of, connected with or related to this Agreement (“Claims”); provided, however, that nothing in this Section 4.2 shall be construed to release, acquit or discharge any Claims or rights that any of the Releasing Parties had, have or may have pursuant to this Agreement (the “Release”). If any Claim is not subject to the Release, to the extent permitted by law, each Party waives, and will cause the release given herein is and will remain in effect as a complete releaseapplicable Releasing Parties to waive, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any other Party or any of the other applicable Released Parties is a party. (b) Each Party agrees that might arise it will not, and will cause the applicable Releasing Parties not to, institute any litigation, lawsuit, claim or action against any applicable Released Party with respect to any and all Claims released in this Agreement. Each Party hereby represents and warrants that it has access to adequate information regarding the terms of the Release, the scope and effect of the releases set forth herein and all other matters encompassed by the Release to make an informed and knowledgeable decision with regard to entering into the Release and has not relied on the applicable Released Parties in deciding to enter into the Release and has instead made its own independent analysis and decision to enter into the Release. (c) Each Party acknowledges that the consideration payable pursuant to this Agreement provides good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in the Release and this Agreement. Each Party waives any and all rights (to the extent permitted by state law, federal law, principles of common law or any other law) which may have the effect of limiting the Release as set forth in this Section 4.3. Without limiting the generality of the foregoing, each Party acknowledges that there is a result risk that the damages and costs which it believes it has suffered or will suffer may turn out to be other than or greater than those now known, suspected, or believed to be true. Facts on which each Party has been relying in entering into this Agreement may later turn out to be other than or different from those now known, suspected or believed to be true. Each Party acknowledges that in entering into this Agreement, it has expressed that it agrees to accept the risk of any such different possible unknown damages, claims, facts, demands, actions, and causes of action. Each Party acknowledges and agrees that the releases and covenants provided for in this Article IV are binding, unconditional and final as of the date hereof. (d) Each Party represents and warrants that it has not heretofore transferred or additional Claims assigned, or factspurported to transfer or assign, to any person, firm, or corporation any claims, demands, obligations, losses, causes of action, damages, penalties, costs, expenses, attorneys’ fees, liabilities or indemnities herein released. Each of the Parties represents and warrants that neither it nor any assignee has filed any lawsuit against the other Party.

Mutual Release. (a) In consideration of the covenants, agreements, and undertakings of the Parties under transactions contemplated by this Termination Agreement, each Party, on behalf of HEL for itself and its successors and assigns does hereby fully, finally and forever release, acquit, exonerate, and discharge MTI, EcoChain. and their respective present and former parents, subsidiaries, affiliatesdirectors, officers, directorsstockholders, shareholdersmanagers, members, successors, and assigns (collectively, "Releasors") hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted affiliates, successors, and permitted assigns (collectivelyassigns, "Releasees") of and from any and all claims, rights, duties, charges, demands, actions, causes of action, suits, controversies, damages, losses, liabilities, rightscosts, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, attorneys’ fees of any and every kind and nature whatsoever, whether matured or unmatured, fixed or contingent, known or unknown, suspected or unsuspected, which HEL ever had, now known orhas, or may claim to have against MTI and/or EcoChain, from the beginning of time until the date of this Agreement, solely to the extent arising out of or relating to the O&M Agreements (or any of them); provided, however, that HEL does not waive any rights to enforce this Agreement. (b) Each PartyIn consideration of the transactions contemplated by this Agreement, on behalf of EcoChain for itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 3, successors and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's decision to enter into it and grant the release contained in this Section 3. Nevertheless, the Releasors intend to assigns does hereby fully, finally and forever settle release, acquit, exonerate, and release discharge HEL and its directors, officers, stockholders, employees, agents, representatives, affiliates, successors, and assigns, of and from any and all Claims that now existclaims, may exist or previously existedrights, as set forth in the release contained in this Section 3duties, charges, demands, actions, causes of action, suits, controversies, damages, losses, liabilities, costs, debts, expenses, and attorneys’ fees of any and every nature whatsoever, whether matured or unmatured, fixed or contingent, known or unknown, foreseen or unforeseen, or suspected or unsuspected, and which EcoChain ever had, now has, or may claim to have against HEL from the release given herein is and will remain in effect as a complete releasebeginning of time until the date of this Agreement, notwithstanding solely to the discovery extent arising out of or existence relating to the O&M Agreements (or any of such additional or different facts. The Releasors hereby them); provided, however, that EcoChain does not waive any right or Claim that might arise as a result of such different or additional Claims or factsrights to enforce this Agreement.

Mutual Release. (a) In consideration of the covenants, agreements, agreements and undertakings of the Parties under the Termination Agreement and this Termination Release Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliatesAffiliates, officers, directors, shareholders, members, successors, and assigns (collectively, "Releasors") hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliatesAffiliates, employees, officers, directors, shareholders, members, agents, representativesRepresentatives, permitted successors, and permitted assigns (collectively, "Releasees") of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known oror unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity (collectively, "Claims"), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Release Agreement arising out of or relating to the Agreement, except for any Claims relating to rights and obligations preserved by, created by or otherwise arising out of the Termination Agreement or this Release Agreement. (b) Each Party, on behalf of itself and each of its respective Releasors, Releasor understands that it may later discover Claims or facts that may be different thanfrom, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 31, and which, if known at the time of signing this Termination Release Agreement, may have materially affected this Termination Release Agreement and such Party's decision to enter into it and grant the release contained in this Section 31. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist exist, or previously existed, as set forth out in the release contained in this Section 31, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts.

Mutual Release. (a) In consideration of the covenantsmutual representations, agreements, warranties and undertakings of the Parties under this Termination Agreementcovenants contained herein, each Party, on behalf of for itself and for each of its respective present and former parents, subsidiaries, affiliates, officerseffective upon the Effective Date and without limitation of Section 3.2, directorshereby irrevocably, shareholders, members, successors, unconditionally and assigns (collectively, "Releasors") hereby releases, waives, completely releases and forever discharges the other Party Parties, such other Parties’ affiliates, and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, their officers, directors, shareholders, membersstockholders, agents, representativesemployees, permitted successorsheirs, administrators, executors, predecessors, successors and assigns (hereinafter, the “Released Parties”) from, and permitted assigns hereby irrevocably, unconditionally and completely waives and relinquishes, such Party’s Released Claims (collectively, "Releasees") of and as defined below). The Parties acknowledge they are aware that they may hereafter discover facts in addition to or different from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether those now known or (b) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may believed to be different than, or in addition to, those that it or any other Releasor now knows or believes true with respect to exist regarding the subject matter of the release contained in this Section 3release, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's decision but that it is their intention to enter into it and grant the release contained in this Section 3. Nevertheless, the Releasors intend to hereby fully, finally and forever settle and release all Claims that now existsuch claims, may exist or previously existeddisputes and differences, as set forth in the release contained in this Section 3, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, that now exist or heretofore have existed between the Parties and the that in furtherance of such intention, this release given herein is and will shall remain in effect as a full and complete release, release notwithstanding the discovery or existence of any such additional or different facts. The Releasors hereby waive 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, suit, right, debt, sum of money, cost, reckoning, covenant, contract, agreement, promise, doing, omission, damage, execution, obligation, liability and expense (including attorneys’ fees and costs), of every kind and nature (whether at law or in equity) (collectively, “Claims”) that such Party may have had 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 relates directly or indirectly to, any right circumstance, agreement, activity, action, omission, event or Claim matter occurring or existing on or prior to the Effective Date to the extent such claim relates to or arose out of a breach of the Technology Transfer Agreement; provided, however, that might arise as 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 Agreement; (2) any and all rights to seek and obtain enforcement of, or a result remedy arising out of such different the breach of, any obligation provided for in this Agreement; (3) Claims arising directly or additional indirectly out of, or relating directly or indirectly to, any circumstance, agreement, activity, action, omission, event or matter occurring or existing after the Effective Date, even if any of the foregoing also existed on or prior to the Effective Date; and (4) Claims arising directly or factsindirectly out of, or relating directly or indirectly to, any infringement, misappropriation or unauthorized use or disclosure by a Party of any other Party’s intellectual property, confidential information or other proprietary rights.

Mutual Release. (a) In consideration of the covenants, agreements, agreements and undertakings of the Parties under this Termination Agreement, each Party, on behalf of itself and its respective present and former former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, successorsagents, representatives, permitted successors and permitted assigns (collectively, "“Releasors"”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, successors and permitted assigns (collectively, "“Releasees"”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, claims and demands, of every kind and nature whatsoever, whether now known oror unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, or equity (collectively “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of time through the date of this Agreement arising out of or relating to the Purchase Agreement. (b) Each Party, on behalf of itself and each of its respective Releasors, understands Releasor understand that it may later discover Claims or facts that may be different thanfrom, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 310, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's ’s decision to enter into it and grant the release contained in this Section 310. Nevertheless, the Releasors intend to fully, finally finally, and forever settle and release all Claims that now exist, may exist exist, or previously existed, as set forth out in the release contained in this Section 310, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts.

Mutual Release. (a) In consideration of the covenants, agreements, and undertakings of the Parties under this Termination Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliatesAffiliates, officers, directors, shareholders, members, successors, and assigns (collectively, "'Releasors"') hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliatesAffiliates, employees, officers, directors, shareholders, members, agents, representativesRepresentatives, permitted successors, and permitted assigns (collectively, "'Releasees"') of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known oror unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity (collectively, 'Claims'), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Termination Agreement arising out of or relating to the Agreement, except for any Claims relating to rights and obligations preserved by, created by, or otherwise arising out of this Termination Agreement. (b) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 3, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's Partys decision to enter into it and grant the release contained in this Section 3. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section 3, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts.

Mutual Release. (a) In consideration of the covenants, agreements, agreements and undertakings of the Parties under this Termination Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, successors and assigns (collectively, "“Releasors"”) hereby releases, waives, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, successors and permitted assigns (collectively, "“Releasees"”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known oror unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Termination Agreement arising out of or relating to the Management Agreement, except for (i) any Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Termination Agreement and (ii) any Claims made by third parties against any of the Parties. (b) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 34, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's ’s decision to enter into it and grant the release contained in this Section 34. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section 34, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts.

Mutual Release. (a) In consideration of the covenants, agreements, and undertakings of the Parties Company and Investor (the “Parties” and each a “Party”) under this Termination AgreementAmendment, effective as of the Closing Date, each Party, on behalf of itself and its respective present and former parentsAffiliates, subsidiariesSubsidiaries, affiliatesdirectors, officers, directors, shareholders, members, successorsmanagers, partners, equityholders, employees, agents and representatives, and successors and assigns (collectively, "Releasors"the “Releasing Parties”) hereby releases, waives, and forever discharges the other Party and its respective present and formerformer Affiliates, direct and indirectSubsidiaries, parentsdirectors, subsidiariesofficers, affiliatesmembers, managers, partners, equityholders, employees, officers, directors, shareholders, members, agents, agents and representatives, permitted successors, and permitted successors and assigns (collectively, "“Releasees"”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known oror unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity (collectively, “Claims”) which any of such Releasing Parties ever had, now have, or hereafter can, shall or may have against any such Releasees for, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time arising out of or relating to any actions or omissions that occurred prior to the Closing Date, except for any Claims relating to rights and obligations preserved by, created by, or otherwise arising out of this Amendment. Notwithstanding anything herein to the contrary, nothing in this Paragraph 4 shall release, waive, discharge or otherwise affect (i) the rights or obligations of any Party under this Amendment, the Agreement or any Transaction Documents, or (ii) any claims of fraud, gross negligence, or willful misconduct, or (iii) the rights or obligations of any Party with respect to indemnification or exculpation or as required by applicable laws. (b) Each Party, on behalf of itself and each of its respective Releasors, Releasing Party understands that it may later discover Claims or facts that may be different thanfrom, or in addition to, those that it or any other Releasor Releasing Party now knows or believes to exist regarding the subject matter of the release contained in this Section 3Paragraph 4, and which, if known at the time of signing this Termination AgreementAmendment, may have materially affected this Termination Agreement Paragraph 4 and such Party's ’s decision to enter into it and grant the release contained in this Section 3Paragraph 4. Nevertheless, the Releasors Releasing Parties intend to fully, finally finally, and forever settle and release all Claims that now exist, may exist or previously existedClaims, as set forth out in the release contained in this Section 3Paragraph 4, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors Releasing Parties hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts.

Mutual Release. (a) 8.1. In consideration of the covenants, agreements, mutual Warranties and undertakings of the Parties under this Termination Agreementcovenants contained herein, each Party, on behalf of for itself and for each of its respective present Affiliates, effective upon the Closing Date and former parentswithout limitation of Article 9, subsidiarieshereby irrevocably, affiliates, officers, directors, shareholders, members, successors, unconditionally and assigns (collectively, "Releasors") hereby releases, waives, completely releases and forever discharges the other Party Party, such other Party’s Affiliates, and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, their officers, directors, shareholders, membersstockholders, agents, representativesemployees, permitted successorsheirs, administrators, executors, predecessors, successors and assigns (hereinafter, the “Released Parties”) from, and permitted assigns hereby irrevocably, unconditionally and completely waives and relinquishes, such Party’s Released Claims (collectively, "Releasees") of and as defined below). The Parties acknowledge they are aware that they may thereafter discover facts in addition to or different from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether those now known or (b) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may believed to be different than, or in addition to, those that it or any other Releasor now knows or believes true with respect to exist regarding the subject matter of the release contained in this Section 3release, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's decision but that it is their intention to enter into it and grant the release contained in this Section 3. Nevertheless, the Releasors intend to hereby fully, finally and forever settle and release all Claims that now existsuch claims, may exist or previously existeddisputes and differences, as set forth in the release contained in this Section 3, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, that now exist or heretofore have existed between the Parties and the that in furtherance of such intention, this release given herein is and will shall remain in effect as a full and complete release, release notwithstanding the discovery or existence of any such additional or different facts. The Releasors hereby waive 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, suit, right, debt, sum of money, cost, reckoning, covenant, contract, agreement, promise, doing, omission, damage, execution, obligation, liability and expense (including attorneys’ fees and costs), of every kind and nature (whether at law or in equity) (collectively, “Claims”) that such Party may have had 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 relates directly or indirectly to, any right circumstance, agreement, activity, action, omission, event or Claim matter occurring or existing on or prior to the Closing Date to the extent such claim relates to or arose out of JV or the JV Agreements, whether due to a breach thereof or otherwise; provided, however, that might arise as the Released Claims shall exclude: (1) any and all rights to seek and obtain indemnification for any breach of any Warranty, covenant or agreement under this Agreement; (2) any and all rights to seek and obtain enforcement of, or a result remedy arising out of such different the breach of, any obligation provided for in this Agreement; (3) Claims arising directly or additional indirectly out of, or relating directly or indirectly to, any circumstance, agreement, activity, action, omission, event or matter occurring or existing after the Closing Date, even if any of the foregoing also existed on or prior to the Closing Date; and (4) Claims arising directly or factsindirectly out of, or relating directly or indirectly to, any infringement, misappropriation or unauthorized use or disclosure by a Party of any other Party’s intellectual property, confidential information or other proprietary rights.

Mutual Release. (a) In consideration of the covenants, agreements, agreements and undertakings of the Parties under this Termination Agreement, effective upon the Effective Date, each Partyof Biodel, on one hand, and the Unilife Parties, on the other hand, on behalf of itself themselves and its their respective present and former parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, successors, and assigns (collectively, "“Releasors") ”), hereby fully, completely, absolutely and unconditionally waives, releases, waives, discharges and forever discharges holds harmless the other Party and its 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, permitted successors, and permitted assigns (collectively, "“Releasees") of and ”), from any and all actions, causes of action, suitsrights, obligations, damages, losses, liabilities, rightsdemands, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claimsactions, and demands, claims of every any kind and or nature whatsoever, at law and in equity, regardless of whether now known or or unknown, foreseen or unforeseen, suspected or unsuspected, vested or contingent, accrued or unaccrued (b) collectively, “Claims”), including all Claims in any way 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 Party, on behalf of itself and each of its respective Releasors, Releasor understands that it may later discover Claims or facts that may be different thanfrom, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained Claims released in this Section 3Article VII, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's Releasor’s decision to enter into it this Agreement and grant the release contained in this Section 3Article VII. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist exist, or previously existed, as set forth out in the release contained in this Section 3Article VII, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts.

Mutual Release. (a) In consideration of the covenants, agreements, agreements and undertakings of the Parties under this Termination Release Agreement, effective upon the Stock Grant, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, successors and assigns (collectively, "“Releasors"”) hereby releases, waives, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, successors and permitted assigns (collectively, "“Releasees"”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (b) collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the Effective Date arising out of or relating to the Note and the Loan Support Agreement, except for any Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Release Agreement (including any surviving indemnification obligations under the Agreement). Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 32, and which, if known at the time of signing this Termination Release Agreement, may have materially affected this Termination Release Agreement and such Party's ’s decision to enter into it and grant the release contained in this Section 32. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section 32, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts.

Mutual Release. (a) In consideration of the covenants, agreements, agreements and undertakings of the Parties under this Termination Resignation Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, successors and assigns (collectively, "“Releasors"”) hereby releases, waives, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, successors and permitted assigns (collectively, "“Releasees"”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known oror unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Resignation Agreement arising out of or relating to the Employment Agreement, except for any Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Resignation Agreement (including any surviving indemnification obligations under the Employment Agreement and subject to the revisions to the Employment Agreement in Section 4(e) of this Resignation Agreement) or arising out of L▇▇▇▇▇▇▇’▇ continued ownership of Quantum stock. This release also covers any Claims which might be brought against L▇▇▇▇▇▇▇ with respect to his employment by Quantum. (b) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 34, and which, if known at the time of signing this Termination Resignation Agreement, may have materially affected this Termination Resignation Agreement and such Party's ’s decision to enter into it and grant the release contained in this Section 34. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section 34, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts. (c) The above-referenced releases specifically cover L▇▇▇▇▇▇▇ releasing all Claims to compensation under the Employment Agreement and any other compensation claims against Quantum other than the options, warrants and cash payments specified in Section 3(a), (b), (c), (d) and (e) of this Resignation Agreement. (d) The Releasors have been made aware of, and understand, the provisions of California Civil Code Section 1542 (“Section 1542”), which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The Releasors acknowledge that they have had the opportunity to consult with counsel and expressly, knowingly and intentionally waive any and all rights, benefits and protections of Section 1542 and of any other state or federal statute or common law principle limiting the scope of a general release. (e) The Employment Agreement is hereby amended to strike from Section 4.6 the following language: “other than any Proceeding initiated by the Executive or the Company related to any contest or dispute between the Executive and the Company or any of its affiliates with respect to this Agreement or the Executive’s employment hereunder.” (f) The Employment Agreement is hereby amended to add the following sentence to the end of Section 8.3: “Notwithstanding the preceding sentence, this Agreement does not preclude L▇▇▇▇▇▇▇ from hiring or attempting to hire anyone whose employment is or was terminated by the Company.”

Mutual Release. (a) In consideration of the covenants, agreements, agreements and undertakings of the Parties under this Termination Agreement, subject to the exclusions set forth in the last sentence of this paragraph, each Party, on behalf of itself and its respective present and former former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, successorspartners, lenders, agents, representatives, permitted successors and assigns permitted assigns, or controlling persons (within the meaning of Rule 12b-20 under the Securities Exchange Act of 1934, as amended), (collectively, "“Releasors"”) hereby releases, waives, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, partners, lenders, agents, representatives, permitted successorssuccessors and permitted assigns, or controlling persons (within the meaning of Rule 12b-20 under the Securities Exchange Act of 1934, as amended), including, without limitation, with respect to Olympus SS, Olympus Services, and permitted assigns Olympus Power, LLC, a Delaware limited liability company, and with respect to Stronghold, Stronghold Digital Mining, Inc., a Delaware corporation (collectively, "“Releasees") ”), of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or (b) Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 3, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's decision to enter into it and grant the release contained in this Section 3. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section 3, whether known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, and in law or equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Termination Agreement arising out of or relating to the OMA. For the avoidance of doubt, the release given herein is by the Releasors of the Releasees hereunder shall exclude, and will remain in effect as a complete releaseshall not apply to, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or factsUnreleased Obligation.

Mutual Release. (a) In consideration of Each Claimant, for itself or himself, as the covenants, agreementscase may be, and undertakings of the Parties under this Termination Agreement, each Party, on behalf of itself and its respective present and former parentsor his agents, subsidiaries, affiliates, officers, directors, shareholders, membersrepresentatives, successors, heirs and assigns (collectivelyassigns, "Releasors") hereby releases, waives, acquits, withdraws, retracts, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, "Releasees") of and from any and all claims, manner of actions, causes of action, in law or in equity, suits, losses, liabilities, rightsjudgments, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variancesliabilities, trespassesdemands, damages, judgmentslosses, extentscosts, executionsexpenses or disputes, claimsknown or unknown, fixed or contingent, which he now has or may hereafter have, directly or indirectly, personally or in any capacity, against Verso and all and any of its present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as its present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and demandsincluding, the date of every kind and nature whatsoeverthis Agreement, whether now known orincluding, without limitation, in any way relating to or arising out of the that certain consulting agreement (as amended) which is the subject of the Proceeding (the "Old Consulting Agreement"); provided, however, that nothing herein shall release Verso from its obligations under (i) this Agreement; (ii) the Lewis Consulting Agreement; (iii) Section 9(a) of the Old Consulting ▇▇▇▇ement; or (iv) provided that the aggregate Award is greater than $125,000, those certain stock options (including, without limitation, any stock option agreement relating thereto) described on Exhibit B hereto (collectively, the "Options") granted by Verso to Lewis. (b) Each PartyVerso, for itself and on behalf of itself its ag▇▇▇▇, representatives, successors and each assigns, hereby releases, waives, acquits, withdraws, retracts, and forever discharges any and all claims, manner of its respective Releasorsactions, understands that it may later discover Claims or facts that may be different thancauses of action, in law or in addition toequity, those that it suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 3disputes, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party's decision to enter into it and grant the release contained in this Section 3. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section 3, whether known or unknown, foreseen fixed or unforeseencontingent, which he now has or suspected may hereafter have, directly or unsuspectedindirectly, in any capacity, against any of the Claimants and all and any of their respective present or former affiliates, parents, subsidiaries, predecessors, successors and assigns, as well as their present or former owners, shareholders, investors, lenders, agents, independent contractors, directors, officers, partners, employees, associates, representatives, consultants, attorneys and insurers, whatsoever, from the beginning of time to, and including, the date of this Agreement, including, without limitation, in any way relating to or arising out of the Old Consulting Agreements; provided, however, that nothing herein shall release given herein the Claimants from their respective obligations under (i) this Agreement; (ii) the Consulting Agreements; or (iii) provided that the aggregate Award is and will remain in effect as a complete releasegreater than $125,000, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or factsOptions.