ANY AND
ALL ACTIONS, CAUSES OF ACTION, CLAIMS, DEMANDS, DAMAGES, JUDGMENTS, DEBTS, DUES
AND SUITS OF EVERY KIND, NATURE AND DESCRIPTION WHATSOEVER, INCLUDING WITH
RESPECT TO THE REPURCHASED SHARES WHICH SUCH RELEASOR OR ITS HEIRS, LEGAL
REPRESENTATIVES, SUCCESSORS OR ASSIGNS EVER HAD, NOW HAS OR MAY NOW HAVE AGAINST
ANY RELEASEE ON OR BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER, WHICH IN
EACH CASE HAS ARISEN, OR ARISES OUT OF, OR RELATES TO, ANY CIRCUMSTANCE,
AGREEMENT, ACTIVITY, ACTION, OMISSION, EVENT OR MATTER OCCURRING OR EXISTING ON
OR PRIOR TO THE EFFECTIVE DATE (COLLECTIVELY "RELEASED CLAIMS"); PROVIDED
HOWEVER THAT FOR THE AVOIDANCE OF DOUBT THE RELEASED CLAIMS SHALL NOT INCLUDE
(I) ANY CLAIMS ARISING WITH RESPECT TO ENFORCEMENT OF RIGHTS CREATED BY THIS
AGREEMENT; (II) SUBJECT TO THE PROVISO BELOW, ANY CLAIMS TO ENFORCE RIGHTS
ARISING UNDER THE TERMS OF THE ASSET PURCHASE AGREEMENT (INCLUDING WITHOUT
LIMITATION ANY CLAIMS TO ENFORCE SELLER'S RIGHTS UNDER SECTIONS 4.10, 4.11,
4.12, 4.14 AND 4.15 OF THE ASSET PURCHASE AGREEMENT) OR UNDER THE ASSUMPTION
AGREEMENT, THE ASSIGNMENT AND BILL OF SALE, THE TRADEMARK ASSIGNMENT, THE
TRADEMARK LICENSE OR THE ESCROW AGREEMENT (INCLUDING THE RELEASOR'S RIGHT TO
RECEIVE THAT PORTION
4
OF ANY AMOUNTS THAT MAY HEREAFTER BECOME PAYABLE OUT OF THE ESCROW ESTABLISHED
THEREUNDER) (BUT, PROVIDED, HOWEVER, IN EACH CASE THIS CLAUSE (II) SHALL NOT
APPLY TO ANY CLAIMS, RIGHT, CAUSE OF ACTION OR OTHER LIABILITY RELATED TO THE
ISSUANCE, REGISTRATION OR REPURCHASE OF THE REPURCHASED SHARES (INCLUDING ANY
DELAYS IN IMPLEMENTING THE REGISTRATION THEREOF UNDER SECTION 4.8 OF THE ASSET
PURCHASE AGREEMENT OR ANY DISCLOSURES, OR LACK THEREOF, BY THE COMPANY OR ITS
OFFICERS OR AGENTS PRIOR TO THE DATE OF THE ASSET PURCHASE AGREEMENT); OR (III)
ANY CLAIMS FOR MISAPPROPRIATION OR INFRINGEMENT OF ANY PATENT OR OTHER
INTELLECTUAL PROPERTY RIGHTS OF SELLER OR ITS ASSIGNEES OR ACQUIRORS OR THE
PARENT THEREOF; PROVIDED, HOWEVER, THAT THE RELEASOR ACKNOWLEDGES AND AGREES
THAT, AS OF THE EFFECTIVE DATE, IT HAS NO KNOWLEDGE OF ANY SUCH CLAIM EXCEPT
THOSE POTENTIAL CLAIMS SET FORTH IN THE SIDE LETTER "OUTSTANDING CLAIMS BETWEEN
THE PARTIES" DATED MAY 25, 2005 BETWEEN SELLER AND COMPANY. THE RELEASOR AGREES
NOT TO, AND AGREES TO CAUSE ITS RESPECTIVE AFFILIATES AND SUBSIDIARIES NOT TO,
ASSERT ANY RELEASED CLAIMS, DIRECTLY OR INDIRECTLY, AGAINST THE RELEASEES.
6.
APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS
WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
7.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
8.
SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL BE BINDING UPON, AND
INURE TO THE BENEFIT OF, THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS,
ASSIGNS, AND AFFILIATES, BUT SHALL NOT BE ASSIGNABLE BY EITHER PARTY HERETO
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO.
9.
WAIVER. NO PARTY MAY WAIVE ANY OF THE