RELEASE
1. By signing this Proof of Claim, and in consideration of the establishment of the Settlement Consideration, as of the effective date thereof, the undersigned claimant (“Claimant”) on behalf of himself/herself/itself, his/her/its successors, heirs, executors, administrators, and assigns, hereby releases and forever discharges (a) Defendant Emergent, (b) Defendant Robert G. Kramer, Sr., (c) Defendant Syed T. Husain, (d) former Defendant Richard S. Lindahl (e) all other current and former executive Officers and directors of Emergent, (f) all other employees of Emergent, and (g) any past, present, or future affiliates, divisions, joint ventures, assigns, assignees, assignors, direct or indirect parents or subsidiaries, shareholders, controlling shareholders, successors, predecessors, parent corporations, sister corporations, subsidiaries, affiliates, principals, legatees, devisees, spouses, receivers, settlors, and entities in which a Defendant has a controlling interest, and each of their past, present, or future Officers, directors, agents, employees, independent contractors, servants, partners, partnerships, members, attorneys, controlling shareholders, advisors, financial or investment advisors, auditors, accountants, insurers (including reinsurers and co-insurers) and immediate family members, and the legal or personal representatives, heirs, trusts, trustees, executors, estates, administrators, beneficiaries, successors-ininterest, or assigns of any of the foregoing (altogether the “Released Defendant Parties”) from any and all claims and causes of action of every nature and description, including both known claims and Unknown Claims, asserted or unasserted, class or individual in nature, mature or not mature, liquidated or unliquidated, accrued or not accrued, whether arising under any federal, state, local, administrative, statutory, common or foreign law, or any other law, or rule or regulation, at law or in equity that Lead Plaintiffs, Lead Counsel, other Plaintiffs’ counsel, or any Settlement Class Member (the “Released Plaintiff Parties”): (i) directly or indirectly in the FAC; (ii) could have been or in the future might be asserted in any court or forum that arise out of, are based on, or relate to the allegations, transactions, facts, events, matters, occurrences, representations, statements, acts, disclosures, or omissions set forth in the FAC; and (iii) that arise out of, are based on, or relate to, the purchase, acquisition, sale, or disposition of shares of Emergent common stock on the New York Stock Exchange (NYSE: EBS) during the Settlement Class Period (the “Released Settlement Class Claims”).
2. Conversely, Settling Defendants and the other Released Defendant Parties, hereby fully, finally, and forever release, relinquish, and discharge any and all claims and causes of action of every nature and description, whether known or Unknown Claims, whether asserted or unasserted, that the Settling Defendants or the other Released Defendant Parties could have raised in the Action against the Lead Plaintiffs, Lead Counsel or other Released Plaintiff Parties, whether arising under state, federal, local, common, statutory, administrative or foreign law, or any other law, rule or regulation, at law or in equity, whether class or individual in nature, whether accrued or unaccrued, whether liquidated or unliquidated, whether matured or unmatured, which arise out of or relate to the commencement, prosecution or settlement of the Action (except for any derivative claims concerning the facts alleged in the FAC, and claims to enforce the Settlement) and claims for violations of Fed. R. Civ. P. 11 or any other fee or cost-shifting claim (the “Released Defendant Claims”).
3. For purposes of these release provisions, “Unknown Claims” means and includes (i) any and all Released Settlement Class Claims that Lead Plaintiffs, Released Plaintiff Parties, or any Settlement Class Member do not know or suspect to exist in his, her or its favor at the time of the release of the Released Parties which, if known by him, her or it, might have affected his, her or its decision(s) with respect to the Settlement; and (ii) any and all Released Defendant Claims that any Settling Defendant or other Released Party does not know or suspect to exist in his, her, or its favor, which if known by him, her, or it might have affected his, her, or its decision(s) with respect to the Settlement. With respect to any and all Released Claims, the Parties stipulate and agree that, upon the Effective Date of the Settlement, the Released Parties shall be deemed to have, and by operation of the Judgment, shall have, to the fullest extent permitted by law, expressly waived and relinquished, the provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, which is similar, comparable, or equivalent to California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The Parties acknowledge, and Settlement Class Members and the other Released Parties by operation of law shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Settlement Class Claims and Released Defendant Claims was separately bargained for and a material element of the Settlement.