Common use of Financing Sources Clause in Contracts

Financing Sources. Notwithstanding anything in this Agreement to the contrary, neither the Seller, nor any of its stockholders, partners, members, Affiliates or Representatives, shall have, and the Seller hereby waives, any rights or claims against each of the Financing Sources and each of the Financing Source’s respective stockholders, partners and members, in connection with this Agreement or the Debt Financing, whether at law or equity, in contract in tort or otherwise. Without limitation of the foregoing, each of the parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source (or any Financing Source’s stockholders, partners and members) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or if under applicable law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York, and appellate courts thereof. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF UNDER OR IN CONNECTION WITH THE DEBT FINANCING OR ANY CLAIM OR PROCEEDING INVOLVING THE FINANCING SOURCES. Without limiting the foregoing, the Financing Sources shall be beneficiaries of all limitations on remedies and damages in this Agreement that apply to the parties hereto and are express third party beneficiaries of this Section 12.22 (which may not be changed without the Financing Sources’ prior written consent).

Financing Sources. Notwithstanding anything to the contrary in this Agreement to the contrary, neither the Seller, nor any of its stockholders, partners, members, Affiliates or Representatives, shall have, and the Seller hereby waives, any rights or claims against each of the Financing Sources and each of the Financing Source’s respective stockholders, partners and members, in connection with this Agreement or the Debt Financing, whether at law or equity, in contract in tort or otherwise. Without limitation of the foregoingAgreement, each of the parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim, suit or proceeding (each, an “Action”), including any action, cause of action, claim, cross-claim or third-third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Financing Source (or any Financing Source’s stockholders, partners and members) Sources in any way relating to this Agreement or any of the transactions contemplated by this AgreementAgreement or the Financing Transaction, including but not limited to any dispute arising out of or relating in any way to any agreement entered into by the Debt Financing Sources in connection with the Financing Transaction or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or or, if under applicable law exclusive jurisdiction is vested in the Federal federal courts, the United States District Court for the Southern District of New York, York (and appellate courts thereof). EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWThe parties hereto further agree that all of the provisions of Section 10.13 relating to waiver of jury trial shall apply to any Action, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF UNDER OR IN CONNECTION WITH THE DEBT FINANCING OR ANY CLAIM OR PROCEEDING INVOLVING THE FINANCING SOURCESincluding any action, cause of action, claim, cross-claim or third party claim referenced in this Section 10.19. Without limiting Notwithstanding anything in this Agreement to the foregoingcontrary, each of the Company, the Sellers and Sellers’ Representative (and on behalf of any of their respective stockholders, partners, equity award holders, members, Affiliates, directors, officers, employees, representatives or agents) agrees that it will not bring or support any Action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Financing Sources or any of their respective Affiliates or any of such entities’ or their Affiliates’ respective former, current or future general or limited partners, shareholders, managers, members, directors, officers, employees, representatives or agents in connection with this Agreement, the Financing Sources shall be beneficiaries of all limitations on remedies and damages Transaction or in any way relating to this Agreement or any of the transactions contemplated hereby or the Financing Transaction, including any dispute arising out of or relating in any way to any agreement entered into by the Financing Sources in connection with the Financing Transaction or the performance thereof. For purposes of this Agreement, (i) “Financing Transaction” means the financing by Buyer or any of its Affiliates to obtain funds to be used to pay all or any portion of the payments contemplated by Article 1 and/or any of the fees and expenses related to or arising out of any of the transactions contemplated by this Agreement, and (ii) “Financing Sources” means any Person that apply provides, or has or in the future enters into any contract or agreement with Buyer or any of its Subsidiaries to provide, any of the parties hereto Financing Transaction, any of such Person’s Affiliates and are express third party beneficiaries any of such Person’s or any of its Affiliates’ respective current, former or future officers, directors, employees, agents, representatives, stockholders, limited partners, managers, members or partners. For avoidance of doubt, the provisions of this Section 12.22 (which may 10.19 shall not apply to Buyer or its representatives as those matters are or will be changed without addressed instead in the Commitment Letters or the definitive documentation for the Financing Sources’ prior written consent).Transaction

Financing Sources. Notwithstanding anything in this Agreement Subject to the contraryCompany's right to specific performance to the extent set forth in Section 11.10, neither the SellerCompany's right to receive payment of the Parent Termination Fee and such other amounts pursuant to Section 7.09(d) and Section 9.03(g) from Parent, nor the guarantee thereof pursuant to the Limited Guarantee (including in respect of any breach by Sponsor, Parent or Sub) and the Company's rights under the Equity Commitment Letter and the Confidentiality Agreement, the Company, on behalf of itself and each of its Representatives, stockholders, holders of any Company Equity Award and Affiliates (collectively, the "Seller Group" and each, a "Seller Group Member") hereby waives and agrees not to assert against (i) the Non-Recourse Parent Parties, (ii) any Financing Source, or (iii) any of its stockholdersthe respective former, partnerscurrent, members, or future Affiliates or Representatives, shall have, and the Seller hereby waives, any rights or claims against each Representatives of the Financing Sources (collectively, the "Parent Group" and each a "Parent Group Member"), any right or claim for any and all losses, claims or liabilities suffered by any Seller Group Member as a result of any breach of this Agreement by Parent or Sub or any breach of the Financing Source’s respective stockholdersother agreements contemplated hereby, partners and membersincluding the Debt Commitment Letter, Limited Guarantee or the Equity Commitment Letter by any Person in connection the Parent Group party thereto, the failure of the Offer to be completed or the Merger to be consummated or in any other respect with respect to this Agreement or the Debt Financingany other agreement contemplated hereby, whether at law or equityand, in contract in tort or otherwise. Without limitation subject to Section 11.11(f), upon payment of the foregoingParent Termination Fee, each none of the parties hereto agrees that it will not bring Parent Group Members shall have any further liability or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source (or any Financing Source’s stockholders, partners and members) in any way obligation relating to or arising out of this Agreement Agreement, the other agreements contemplated hereby or any of the transactions contemplated hereby or thereby under any theory or with respect to any claim, whether sounding in law or equity. Without modifying or qualifying in any way the preceding sentence or implying any intent contrary thereto, for the avoidance of doubt, in no event shall any Seller Group Member be entitled to seek or obtain any other damages of any kind against any such Parent Group Member (including any of the Financing Sources), including consequential, special, indirect or punitive damages for, or with respect to, this Agreement or the Limited Guarantee or the transactions contemplated hereby and thereby (including, any breach by Parent or Sub), the termination of this Agreement, including but not limited the failure to consummate the transactions contemplated by this Agreement or any dispute claims or actions under applicable Law arising out of any such breach, termination or relating failure. Immediately following receipt by the Company of the Parent Termination Fee, the Company shall cause all Seller Group Members to dismiss with prejudice any judicial or arbitral proceeding initiated by any of them with respect to this Agreement or the Limited Guarantee or the transactions contemplated hereby or thereby or the transactions contemplated hereby or thereby against any Parent Group Member. For the avoidance of doubt, in no event shall any way Parent Group Member be subject to, nor shall any Seller Group Member, seek to recover, nor shall they accept, monetary damages in excess of the Parent Termination Fee (it being understood that this limitation shall apply in the aggregate to the Debt Financing or the performance thereofentire Seller Group), except as set forth in any forum other than the Supreme Court of the State of New York, County of New York, or if under applicable law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York, Section 7.09(d) and appellate courts thereof. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF UNDER OR IN CONNECTION WITH THE DEBT FINANCING OR ANY CLAIM OR PROCEEDING INVOLVING THE FINANCING SOURCES. Without limiting the foregoing, the Financing Sources shall be beneficiaries of all limitations on remedies and damages in this Agreement that apply to the parties hereto and are express third party beneficiaries of this Section 12.22 (which may not be changed without the Financing Sources’ prior written consent9.03(g).

Financing Sources. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, neither the Seller, (i) no Party hereto nor any of its stockholderstheir respective Subsidiaries, Affiliates, directors, officers, employees, agents, partners, membersmanagers, Affiliates members or Representatives, shareholders shall have, and the Seller hereby waives, have any rights or claims against each of the Financing Sources and each of the Financing Source’s respective stockholders, partners and members, (in connection with this Agreement or the Debt Financing, whether at law or equity, in contract in tort or otherwise. Without limitation of the foregoing, each of the parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source (or any Financing Source’s stockholders, partners and memberstheir capacities as such) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including but not limited to any dispute arising out of or relating in any way to any Commitment Letter, the Debt Financing Parent New Credit Agreement and the Parent New Term Loan Agreement, or any replacement therefor, or the performance thereofthereof or the financings contemplated thereby, whether in law or equity, in contract, in tort or otherwise, and (ii) the Financing Sources (in their capacities as such) shall not have any forum other than the Supreme Court liability (whether in contract, in tort or otherwise) to any Party hereto or any of their respective Subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or shareholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of the State transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to any Commitment Letter, the Parent New York, County of Credit Agreement and the Parent New YorkTerm Loan Agreement, or if under applicable any replacement therefor or the performance thereof or the financings contemplated thereby, whether at law exclusive jurisdiction is vested or equity, in the Federal courtscontract, in tort or otherwise. ARTICLE XIII THE MEMBERS’ REPRESENTATIVE 13.1 Members’ Representative. The Parent, the United States District Court for Company, the Southern District Surviving Company and their respective Affiliates shall be entitled to rely exclusively and conclusively upon the communications, actions and omissions of New York, and appellate courts thereof. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF UNDER OR IN CONNECTION WITH THE DEBT FINANCING OR ANY CLAIM OR PROCEEDING INVOLVING THE FINANCING SOURCES. Without limiting the Members’ Representative relating to the foregoing, as the Financing Sources communications, actions and omissions of the Members. Neither the Parent nor the Company (i) are required to make any inquiry or investigation regarding the authority of the Members’ Representative to act on behalf of all Members hereunder, or (ii) shall be beneficiaries held liable or accountable in any manner for any communication, act or omission of all limitations on remedies and damages the Members’ 76 DB1/ 97944280.20 Representative in this Agreement that apply such capacity, including any losses arising out of or relating to the parties hereto disbursement of any other amounts payable by the Members’ Representative to the Members in accordance with this Agreement. [Signature page follows] 77 DB1/ 97944280.20 PARENT: INDEPENDENCE CONTRACT DRILLING, INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and are express third party beneficiaries of this Section 12.22 (which may not be changed without Chief Financial Officer COMPANY: SIDEWINDER DRILLING LLC By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Executive Officer MEMBERS’ REPRESENTATIVE: MSD Credit Opportunity Master Fund, L.P., solely in its capacity as the Financing SourcesMembers’ prior written consent).Representative By: /s/ Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER DB1/ 97944280.20

Financing Sources. Notwithstanding anything in this Agreement to the contrary, neither the SellerParties hereto hereby: (a) agree that any suit, nor any of its stockholders, partners, members, Affiliates action or Representatives, shall have, and the Seller hereby waives, any rights or claims against each of the Financing Sources and each of the Financing Source’s respective stockholders, partners and members, in connection with this Agreement or the Debt FinancingProceeding, whether at law or equity, in contract or in tort or otherwise. Without limitation , involving any Lender Related Party, arising out of or relating to, this Agreement, the Financing or any of the foregoing, each agreements entered into in connection with the Financing or any of the parties hereto agrees transactions contemplated hereby or thereby or the performance of any services thereunder (a “Financing Action”) shall be subject to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York sitting in New York County (and appellate courts thereof) and irrevocably submits itself and its property with respect to any such Financing Action to the exclusive jurisdiction of such courts, and such Financing Action (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Financing that it will expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Law of the State of Delaware)) shall be governed by, and construed in accordance with, the Law of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (b) agree not to bring or support any action, cause of action, claim, cross-claim or third-party claim Financing Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source (or any Financing Source’s stockholdersLender Related Party, partners and members) as the case may be, in any way arising out of or relating to to, this Agreement Agreement, the Financing or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of hereby or relating in any way to the Debt Financing thereby or the performance thereof, of any services thereunder in any forum other than the Supreme Court of the State of New York, County of New York, or or, if under applicable law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York, York sitting in New York County (and appellate courts thereof. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW), ANY RIGHT IT MAY HAVE TO TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF UNDER OR IN CONNECTION WITH THE DEBT FINANCING OR ANY CLAIM OR PROCEEDING INVOLVING THE FINANCING SOURCES. Without limiting (c) irrevocably waive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any Financing Action in any such court with respect to any Financing Action against any Lender Related Party, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law, trial by jury in any Financing Action brought against the Lender Related Parties in any way arising out of or relating to, this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agree that none of the Lender Related Parties will have any liability to the parties to this Agreement (in each case, other than Clover and its Subsidiaries from and after the Closing) relating to or arising out of this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Clover, Merger Sub or its Affiliates or SpinCo or its Subsidiaries against the Lender Related Parties under any debt commitment letter or any other agreement with respect to the Financing Sources shall be beneficiaries or any of all limitations on remedies the transactions contemplated thereby or the any services thereunder), and damages in this Agreement (f) agree that apply to the parties hereto and Lender Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 12.22 (which may 10.10, and such provisions and the definition of “Lenders” and “Lender Related Party” shall not be changed amended in any way materially adverse to the Lender Related Parties without the Financing Sources’ prior written consent)consent of the Lenders.

Financing Sources. Notwithstanding anything to the contrary contained in this Agreement to the contrary, neither the Seller, nor any of its stockholders, partners, members, Affiliates or Representatives, shall have, and the Seller hereby waives, any rights or claims against each of the Financing Sources and each of the Financing Source’s respective stockholders, partners and members, in connection with this Agreement or the Debt Financing, whether at law or equity, in contract in tort or otherwise. Without limitation of the foregoingAgreement, each of the parties hereto Parties: (a) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim Person in any Claim of any kind or description, whether in at law or in equity, whether in contract or in tort or otherwise, against any of the Financing Source (or any Financing Source’s stockholders, partners and members) Sources in any way relating to this Agreement or any of the transactions contemplated by this AgreementTransactions, including including, but not limited to to, any dispute arising out of or relating in any way to the Debt Financing Commitment Letters or the performance thereofthereof or the financings contemplated thereby, in any forum other than the Supreme Court of the State of New York, County of New York, or if or, if, under applicable law law, exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York, York sitting in New York County (and appellate courts thereof); (b) agrees that, except as specifically set forth in the Debt Financing Commitment Letters, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Sources in any way relating to the Debt Financing Commitment Letters or the performance thereof or the financings contemplated thereby, shall be exclusively governed by the State of New York, without giving effect to principles or rules of conflicts of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (c) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether at law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Debt Financing Commitment Letters or the performance thereof or the financings contemplated thereby. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWNotwithstanding anything to the contrary contained in this Agreement, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF UNDER OR IN CONNECTION WITH THE DEBT FINANCING OR ANY CLAIM OR PROCEEDING INVOLVING THE FINANCING SOURCESsubject to the rights of the parties to any Debt Financing Commitment Letters, (i) the Parties hereby acknowledge and agree that no Party or any of its or their respective Affiliates, directors, officers, employees, agents, partners, managers, members or equityholders or any successors or assigns of any of the foregoing (x) shall have any rights or claims against any Financing Sources or their Affiliates or Representatives in any way relating to this Agreement, the Debt Financing, the Debt Financing Commitment Letters or any of the Transactions, or in respect of any other document or any of the Transactions, or in respect of any oral or written representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Financing Commitment Letters or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise and (y) agrees not to commence any Claim against any Financing Sources or their Affiliates or Representatives in connection with this Agreement, the Debt Financing, the Debt Financing Commitment Letters or any of the Transactions, or in respect of any oral or written representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Financing Commitment Letters or the performance thereof or the financings contemplated thereby, and (ii) no Financing Source shall have any Liability (whether in contract, in tort or otherwise) to any Party and its or their respective Affiliates, directors, officers, employees, agents, partners, managers, members, representatives or equityholders or any successors or assigns of any of the foregoing for any Liabilities of any Party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the Transactions or in respect of any oral or written representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Financing Commitment Letters or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise. Without limiting Notwithstanding anything to the foregoingcontrary contained in this Agreement, the Financing Sources are intended third party beneficiaries of, and shall be beneficiaries of all limitations on remedies and damages entitled to the protections of, this provision. Notwithstanding anything in this Agreement that apply to the parties hereto and are express third party beneficiaries contrary, in no event shall Seller or any of this Section 12.22 its Affiliates or Representatives (which may not or any other Person) be changed without entitled to, or permitted to seek, specific performance in respect of any Financing Source or Buyers’ or their Affiliates’ respective rights under the Debt Financing Sources’ prior written consent).Commitment Letters or any other agreements with any Financing Source relating to the Debt Financing. [Signature Page Follows]

Financing Sources. Notwithstanding anything in this Agreement Subject to the contraryCompany’s right to specific performance to the extent set forth in Section 11.10, neither the SellerCompany’s right to receive payment of the Parent Termination Fee and such other amounts pursuant to Section 7.09(d) and Section 9.03(g) from Parent, nor the guarantee thereof pursuant to the Limited Guarantee (including in respect of any breach by Sponsor, Parent or Sub) and the Company’s rights under the Equity Commitment Letter and the Confidentiality Agreement, the Company, on behalf of itself and each of its Representatives, stockholders, holders of any Company Equity Award and Affiliates (collectively, the “Seller Group” and each, a “Seller Group Member”) hereby waives and agrees not to assert against (i) the Non-Recourse Parent Parties, (ii) any Financing Source, or (iii) any of its stockholdersthe respective former, partnerscurrent, members, or future Affiliates or Representatives, shall have, and the Seller hereby waives, any rights or claims against each Representatives of the Financing Sources (collectively, the “Parent Group” and each a “Parent Group Member”), any right or claim for any and all losses, claims or liabilities suffered by any Seller Group Member as a result of any breach of this Agreement by Parent or Sub or any breach of the Financing Source’s respective stockholdersother agreements contemplated hereby, partners and membersincluding the Debt Commitment Letter, Limited Guarantee or the Equity Commitment Letter by any Person in connection the Parent Group party thereto, the failure of the Offer to be completed or the Merger to be consummated or in any other respect with respect to this Agreement or the Debt Financingany other agreement contemplated hereby, whether at law or equityand, in contract in tort or otherwise. Without limitation subject to Section 11.11(f), upon payment of the foregoingParent Termination Fee, each none of the parties hereto agrees that it will not bring Parent Group Members shall have any further liability or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source (or any Financing Source’s stockholders, partners and members) in any way obligation relating to or arising out of this Agreement Agreement, the other agreements contemplated hereby or any of the transactions contemplated hereby or thereby under any theory or with respect to any claim, whether sounding in law or equity. Without modifying or qualifying in any way the preceding sentence or implying any intent contrary thereto, for the avoidance of doubt, in no event shall any Seller Group Member be entitled to seek or obtain any other damages of any kind against any such Parent Group Member (including any of the Financing Sources), including consequential, special, indirect or punitive damages for, or with respect to, this Agreement or the Limited Guarantee or the transactions contemplated hereby and thereby (including, any breach by Parent or Sub), the termination of this Agreement, including but not limited the failure to consummate the transactions contemplated by this Agreement or any dispute claims or actions under applicable Law arising out of any such breach, termination or relating failure. Immediately following receipt by the Company of the Parent Termination Fee, the Company shall cause all Seller Group Members to dismiss with prejudice any judicial or arbitral proceeding initiated by any of them with respect to this Agreement or the Limited Guarantee or the transactions contemplated hereby or thereby or the transactions contemplated hereby or thereby against any Parent Group Member. For the avoidance of doubt, in no event shall any way Parent Group Member be subject to, nor shall any Seller Group Member, seek to recover, nor shall they accept, monetary damages in excess of the Parent Termination Fee (it being understood that this limitation shall apply in the aggregate to the Debt Financing or the performance thereofentire Seller Group), except as set forth in any forum other than the Supreme Court of the State of New York, County of New York, or if under applicable law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York, Section 7.09(d) and appellate courts thereof. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF UNDER OR IN CONNECTION WITH THE DEBT FINANCING OR ANY CLAIM OR PROCEEDING INVOLVING THE FINANCING SOURCES. Without limiting the foregoing, the Financing Sources shall be beneficiaries of all limitations on remedies and damages in this Agreement that apply to the parties hereto and are express third party beneficiaries of this Section 12.22 (which may not be changed without the Financing Sources’ prior written consent9.03(g).

Financing Sources. Notwithstanding anything to the contrary contained in this Agreement to the contrary, neither the Seller, nor any of its stockholders, partners, members, Affiliates or Representatives, shall have, and the Seller hereby waives, any rights or claims against each of the Financing Sources and each of the Financing Source’s respective stockholders, partners and members, in connection with this Agreement or the Debt Financing, whether at law or equity, in contract in tort or otherwise. Without limitation of the foregoingAgreement, each of the parties hereto hereto: (i) agrees that it will not bring or support any person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any the Debt Financing Source (or any Financing Source’s stockholders, partners and members) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including including, but not limited to to, any dispute arising out of or relating in any way to the Debt Financing Commitment Letter(s) or the performance thereofthereof or the financing contemplated thereby, in any forum other than than, and will be subject to the Supreme Court exclusive jurisdiction of, the federal and New York state courts located in the Borough of Manhattan within the City of New York and hereby waive to the fullest extent permitted by law, any objection that any of them may have to the laying of venue of, and their defense of inconvenient forum to the maintenance of, any such legal proceeding in any such court; (ii) agrees that, except as specifically set forth in the Debt Commitment Letter(s), all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against the Debt Financing Source in any way relating to the Debt Commitment Letter(s) or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, County without giving effect to principles or rules or conflict of New Yorklaws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (iii) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or if under applicable law exclusive jurisdiction in tort or otherwise) directly or indirectly arising out of or relating in any way to the Debt Commitment Letter(s) or the performance thereof or the financings contemplated thereby. [The next page is vested in the Federal courts, the United States District Court for the Southern District of New York, and appellate courts thereof. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF UNDER OR IN CONNECTION WITH THE DEBT FINANCING OR ANY CLAIM OR PROCEEDING INVOLVING THE FINANCING SOURCES. Without limiting the foregoing, the Financing Sources shall be beneficiaries of all limitations on remedies and damages in signature page] The parties have caused this Agreement that apply to be duly executed as of the date first above written. DYNACAST INTERNATIONAL, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Executive Officer The parties hereto have caused this Agreement to be duly executed as of the date first above written. PRECISION SUB, INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxx Title: Vice President The parties have caused this Agreement to be duly executed as of the date first above written. KENNER EQUITY MANAGEMENT, LLC By: /s/ Xxxxxx X Xxxx Name: Xxxxxx X Xxxx Title: KENNER DYNACAST PARTNERS L.P. By: /s/ Xxxxxx X Xxxx Name: Xxxxxx X Xxxx Title: The parties have caused this Agreement to be duly executed as of the date first above written. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx By: /s/ Xxxxxx Ungerhofer Name: Xxxxxx Ungerhofer By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx solely in their capacities as Common Equityholders and are express third party beneficiaries not in any other capacity The parties have caused this Agreement to be duly executed as of the date first above written. MIHI LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President MIHI LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President The parties have caused this Section 12.22 (which may not Agreement to be changed without duly executed as of the Financing Sourcesdate first above written. IZURIUM DYNACAST LTD., In its capacity as a Seller and as Sellers’ prior written consent).Representative By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director The parties have caused this Agreement to be duly executed as of the date first above written. W CAPITAL DYNACAST LLC By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Managing Member The parties have caused this Agreement to be duly executed as of the date first above written. LAUREL CROWN DYNACAST HOLDINGS LLC By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director The parties have caused this Agreement to be duly executed as of the date first above written. TOWER SQUARE CAPITAL PARTNERS III, L.P. By: Babson Capital Management LLC, as Investment Manager By: /s/ Xxxxxxxxxxx X. Xxxx Name: Xxxxxxxxxxx X. Xxxx Title: Managing Director TOWER SQUARE CAPITAL PARTNERS III-A, L.P. By: Babson Capital Management LLC, as Investment Manager By: /s/ Xxxxxxxxxxx X. Xxxx Name: Xxxxxxxxxxx X. Xxxx Title: Managing Director TOWER SQUARE CAPITAL PARTNERS III-B, L.P. By: Babson Capital Management LLC, as Investment Manager By: /s/ Xxxxxxxxxxx X. Xxxx Name: Xxxxxxxxxxx X. Xxxx Title: Managing Director PARTNERS GROUP PRECISION INVESTMENT LIMITED By: /s/ Xxxxx XxXxxxxxx /s/ Xxxx Xxxx Name: Xxxxx XxXxxxxxx Xxxx Xxxx Title: Authorised Signatory Director