Exceptions. Receiving Party’s obligation of nondisclosure and the limitations upon the right to use the Disclosing Party’s Confidential Information set forth in Section 6.2 will not apply to the extent that Receiving Party can demonstrate that the Disclosing Party’s Confidential Information: # was known to Receiving Party or any of its Affiliates prior to the time of disclosure other than under an obligation of confidentiality; # is or becomes public knowledge through no fault or omission of Receiving Party or any of its Affiliates; # is obtained by Receiving Party or any of its Affiliates without an accompanying obligation of confidentiality from a Third Party under no obligation of confidentiality to Disclosing Party; or # has been independently developed by employees, subcontractors, consultants or agents of Receiving Party or any of its Affiliates without the aid, application or use of Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records.

EXECUTIVE RELEASOR’S GENERAL RELEASE. Executive Releasor knowingly and voluntarily waives, terminates, cancels, releases and discharges forever the Employer Releasees from any and all suits, actions, causes of action, claims, allegations, rights, obligations, liabilities, demands, entitlements or charges (collectively, “Claims”) that Executive Releasor (or Executive Releasor’s heirs, executors, administrators, successors and assigns) has or may have, whether known, unknown or unforeseen, vested or contingent, by reason of any matter, cause or thing occurring at any time before and including the date of this Release, including all claims arising under or in connection with Executive Releasor’s employment, or termination or resignation of employment with the Employer, including, without limitation: Claims under United States federal, state or local law and the national or local law of any foreign country (statutory or decisional), for wrongful, abusive, constructive or unlawful discharge or dismissal, for breach of any contract, or for discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation, or any other unlawful criterion or circumstance, including rights or Claims under the Age Discrimination in Employment Act of 1967 (“ADEA”), the Older Workers Benefit Protection Act of 1990 (“OWBPA”), violations of the Equal Pay Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1991, the Employee Retirement Income Security Act of 1974 (“ERISA”), the Fair Labor Standards Act, the Worker Adjustment Retraining and Notification Act, the Family Medical Leave Act, including all amendments to any of the aforementioned acts; and violations of any other federal, state, or municipal fair employment statutes or laws, including, without limitation, violations of any other law, rule, regulation, or ordinance pertaining to employment, wages, compensation, hours worked, or any other Claims for compensation or bonuses, whether or not paid under any compensation plan or arrangement; breach of contract; tort and other common law Claims; defamation; libel; slander; impairment of economic opportunity defamation; sexual harassment; retaliation; attorneys’ fees; emotional distress; intentional infliction of emotional distress; assault; battery, pain and suffering; and punitive or exemplary damages (the “Executive Released Matters”). In addition, in consideration of the provisions of this Release, Executive Releasor further agrees to waive any and all rights under the laws of any jurisdiction in the United States, or any other country, that limit a general release to those Claims that are known or suspected to exist in Executive Releasor’s favor as of the Effective Date (as defined below).

General Release by Executive. Executive unconditionally, irrevocably and absolutely releases and discharges the Company, and any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of the Company, past and present, as well as the Company’s employees, officers, directors, agents, successors and assigns (collectively, “Released Parties”), from all claims related in any way to the transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Executive’s employment with the Company, the termination of Executive’s employment, and all other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with Executive’s employment with the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims arising under local state or federal law, including, but not limited to alleged violations of the California Labor Code, the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, and the Age Discrimination in Employment Act of 1967, as amended, and all claims for attorneys’ fees, costs and expenses. Executive expressly waives Executive’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Executive or on Executive’s behalf, related in any way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, statutory indemnity, any challenge to the validity of Executive’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this General Release Agreement; any claims for payment or benefits under the Executive Employment Agreement made effective as of ​, 2017 by and between the Company and the Executive; any claim or cause of action for indemnification pursuant to any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or the Company's certificates of incorporation, charter and by-laws or any claim for contribution or any rights Executive may have to vested benefits under any health and welfare plans or other employee benefit plans or programs sponsored by the Company.

Exclusions from General Release. Excluded from the General Release above are any claims or rights which cannot be waived by law, including my rights to accrued vacation, if any. Nothing in this Waiver and Release Agreement shall be construed to prohibit me from filing a charge with an administrative agency, including the Equal Employment Opportunity Commission or participating in an agency investigation. I am, however, waiving all rights to recover money or other individual relief in connection with any administrative charge, whether filed by me or another individual or entity.

General Release of Claim. Employee, Employee's heirs, executors, administrators, fiduciaries, successors and/or assigns, knowingly and voluntarily release and forever give up, to the full extent permitted by law, Employer, Employer's past, present and future direct or indirect parent organizations, subsidiaries, divisions, affiliated entities, and their partners, officers, directors, trustees, administrators, fiduciaries, employment benefit plans and/or pension plans or funds, executors, attorneys, employees, insurers, reinsurers and/or agents and their successors and assigns individually and in their official capacities (collectively referred to herein as "Released Parties" or "Released Party"), jointly and severally, of and from all claims, known or unknown, that Employee has or may have against Released Parties as of the date of execution of this Agreement including, but not limited to, any alleged violation of:

General Restriction of Release. Except as set forth in Section 2.5.2, no repayment or prepayment of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release of the Lien of any Mortgage, any Pledge Agreement, or of any other collateral security for the Loan.

Certain Exceptions. Notwithstanding anything to the contrary set forth above, if, with respect to any particular transaction(s), it is impossible or impracticable under the circumstances to comply with the procedures set forth in subsections [(a) and (b) of this Section 5.7] (including the time periods specified therein), the Parties will cooperate to find a mutually agreeable alternative that will achieve substantially similar economic results from the point of view of the Paying Party or the Other Party, as the case may be; provided, however, that if a Receiving Party cannot comply with the procedures set forth in subsection # of this Section 5.7 because it does not become aware of a Receipt on behalf of the Other Party in time, such Receiving Party shall remit such Receipt (without interest thereon) to the Other Party within 24 hours after it becomes aware of such Receipt.

Certain Exceptions. The limitations set forth in [Section 10.4(a)(i)] and [Section 10.4(a)(ii)] shall not apply to or otherwise limit # the ability of Buyer to recover any Losses under the Representation and Warranty Insurance Policy, or # the indemnification obligations of any Seller with respect to any Losses of the Buyer Indemnified Parties resulting from, in connection with or arising from any Fraud by any Seller.

Certain Exceptions. The limitations set forth in [Section 10.4(b)(i)] and [Section 10.4(b)(ii)] shall not # apply to or otherwise limit the indemnification obligations of Buyer with respect to any Losses of the Seller Indemnified Parties resulting from, in connection with or arising from Fraud by the Buyer New BV2, Buyer Minority Purchaser, Buyer US Newco or Motus, # the breach by Buyer of one or more Selected Buyer Representations, or # apply to any Losses incurred by Sellers as a direct or indirect result of a Buyer (whether due to a Third-Party Claim or otherwise) or other Person (other than by any Person claiming by, on behalf of or through Sellers or any of their Affiliates, including any creditor or equity holder thereof) preventing Sellers from receiving and/or retaining the entire Purchase Price required to be paid hereunder; provided, that, for the avoidance of doubt, # this [Section 10.4(b)(iii)(C)] only relates to indemnification obligations of the Buyer under [Section 10.2(a), and (2)])] any amounts required to be paid by the Sellers pursuant to Section 10.1 and any adjustments required to derive the Purchase Price under Article II shall not be deemed to prevent Sellers from receiving or retaining the entire Purchase Price.

Release. Except with respect to Surviving Obligations and as otherwise expressly set forth in this Agreement, upon the later to occur of # the Termination Date and # the date on which Tenant vacates the Demised Premises in the condition required under this Agreement and the Lease and satisfies its other obligations under this Agreement, Landlord and Tenant shall fully and forever release the other party, its successors, assigns, affiliates, employees, agents, representatives and contractors, for any and all claims that such releasing party may have in connection with the Lease, including all actions, causes of action, suits, debts, agreements, covenants, obligations, liabilities, losses, damages, claims and demands of whatever nature and whenever arising, known or unknown, at law or in equity, arising out of the Lease or otherwise.