Common use of Mutual Release; Disclaimer of Liability Clause in Contracts

Mutual Release; Disclaimer of Liability. Each of Parent, Merger Sub and the Company, each on behalf of itself and each of its respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to xxx any other Party, any of their respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, whether based on any Law or right of action, known or unknown, matured or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to the Transaction Documents (other than Section 5.2(e) of the Merger Agreement (other than the proviso set forth therein), the Confidentiality Agreement, the Clean Team Agreement, the JDA, the EU Clean Team Agreement and the Advisor Clean Team Agreement) or the transactions contemplated therein or thereby. The release contemplated by this Section 3 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination Time. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, rights and benefits of California Civil Code section 1542 (or any similar Law), 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.” Nothing in this Section 3 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or (ii) constitute a release by any Party for any Claim arising under this Agreement.

Mutual Release; Disclaimer of Liability. Each of Parent, Merger Sub and the Company, each on behalf of itself and each of its respective successors, Subsidiariessuccessors and past and present subsidiaries, Affiliates, assignees, officers, directors, employees, controlling persons, Representatives, agents, attorneys, auditors, stockholders stockholders, equity holders and advisors advisors, and the heirsany family member, spouse, heir, trust, trustee, executor, estate, administrator, beneficiary, foundation, fiduciary, predecessors, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to xxx any other Party, any of their respective successors, Subsidiariessuccessors and past and present subsidiaries, Affiliates, assignees, officers, directors, employees, controlling persons, Representatives, agents, attorneys, auditors, stockholders stockholders, equity holders and advisors advisors, and the heirsany family member, spouse, heir, trust, trustee, executor, estate, administrator, beneficiary, foundation, fiduciary, predecessors, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all past, present, direct, indirect, individual, class, representative and derivative liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, losses, demands, judgments, remedies, agreements, promises, liabilities, covenants, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, of every kind and nature, whether based on any Law or right of actionaction (including any claims under federal securities laws or state disclosure law or any claims that could be asserted derivatively on behalf of the Parties), known or unknown, asserted or that could have been asserted, matured or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, foreseen or unforeseen, apparent or not apparent, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of of, based upon or related to to, directly or indirectly, the Transaction Documents (other than Section 5.2(e6.6(b) of the Merger Agreement (other than Agreement, Section 6.8 of the proviso set forth therein)Merger Agreement, the Confidentiality Agreement, as amended, the Clean Team Room Agreement, the JDAas amended, the EU Clean Team Joint Defense and Confidentiality Agreement between Parent and the Advisor Clean Team Agreement) Company), the Fred’s APA or the transactions contemplated therein or thereby, including any breach, non-performance, action or failure to act under the Transaction Documents and the Fred’s APA, the proposed Merger, the events leading to the termination of the Merger Agreement, the Fred’s APA or any other Transaction Documents, any deliberations or negotiations in connection with the proposed Merger or this Agreement, the consideration to be received by the Company’s stockholders in connection with the proposed Merger, and any SEC filings, public filings, periodic reports, press releases, proxy statements or other statements issued, made available or filed relating, directly or indirectly, to the proposed Merger or the Fred’s APA. The release contemplated by this Section 3 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination Time. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law any rights it may have under any statute or common law principle under which a general release does not extend to claims which such Party does not know or suspect to exist in its favor at the time of executing the release, including the provisions, rights and benefits of California Civil Code section 1542 (or any similar Law), 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.” Nothing in this Section 3 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement, the Asset Purchase Agreement or any of its Ancillary Agreements (as defined in the Asset Purchase Agreement), the Confidentiality Agreement, as amended, the Clean Room Agreement, as amended, or the Joint Defense and Confidentiality Agreement between Parent and the Company or (ii) constitute a release by any Party for any Claim arising under this Agreement, the Asset Purchase Agreement or any of its Ancillary Agreements (as defined in the Asset Purchase Agreement), or the Confidentiality Agreement, as amended, the Clean Room Agreement, as amended, the Joint Defense and Confidentiality Agreement between Parent and the Company.

Mutual Release; Disclaimer of Liability. Each of the Company and Parent, Merger Sub and the Company, each on behalf of itself and each of its respective successors, SubsidiariesSubsidiaries (in the case of Parent, including Merger Sub and Medical), Affiliates, divisions, assignees, officers, directors, employees, Representativesrepresentatives, agents, attorneys, auditors, stockholders shareholders and advisors and the heirs, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to xxx any other Party, any of their respective successors, Subsidiaries, Affiliates, divisions or assignees, and any of their respective present or former officers, directors, employees, Representativesrepresentatives, agents, attorneysshareholders, financial advisors, auditors, stockholders and advisors and the attorneys, heirs, successors and assigns of each of them administrators, devisees or legatees (collectively the “Releasees”), from and with respect to any and all liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, whether based on any Law or right of action, known or unknown, matured mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to the Transaction Documents (other than Section 5.2(e) of the Merger Agreement (other than the proviso set forth therein), the Confidentiality Agreement, the Clean Team Agreement, the JDA, the EU Clean Team Agreement and the Advisor Clean Team Agreement) or the transactions contemplated therein or thereby. The release contemplated by this Section 3 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, facts or conditions or actions or omissions (known or unknown) that have existed or occurred at any time from the beginning of time to and including the Termination Time. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, rights rights, and benefits of California Civil Code section § 1542 (or any similar Law), 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.” . Nothing in this Section 3 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or the Confidentiality Agreement or (ii) constitute a release by any Party for any Claim arising under this Agreement or the Confidentiality Agreement.

Mutual Release; Disclaimer of Liability. Each of Parent, the Merger Sub Subs and the Company, each on behalf of itself and each of its respective successors, Subsidiariessuccessors and past and present subsidiaries, Affiliates, assignees, officers, directors, employees, controlling persons, Representatives, agents, attorneys, auditors, stockholders stockholders, equity holders and advisors advisors, and the heirsany family member, spouse, heir, trust, trustee, executor, estate, administrator, beneficiary, foundation, fiduciary, predecessors, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to xxx any other Party, any of their respective successors, Subsidiariessuccessors and past and present subsidiaries, Affiliates, assignees, officers, directors, employees, controlling persons, Representatives, agents, attorneys, auditors, stockholders stockholders, equity holders and advisors advisors, and the heirsany family member, spouse, heir, trust, trustee, executor, estate, administrator, beneficiary, foundation, fiduciary, predecessors, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all past, present, direct, indirect, individual, class, representative and derivative liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, losses, demands, judgments, remedies, agreements, promises, liabilities, covenants, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, of every kind and nature, whether based on any Law or right of actionaction (including any claims under federal securities laws or state disclosure laws or any claims that could be asserted derivatively on behalf of the Parties), known or unknown, asserted or that could have been asserted, matured or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, foreseen or unforeseen, apparent or not apparent, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of of, based upon or related to to, directly or indirectly, the Transaction Documents (other than Section 5.2(e7.6(b), Section 9.3 and Article X of the Merger Agreement, the Confidentiality Agreement (as amended by Section 4 hereof) and the Clean Room Agreement), including any breach, non-performance, action or failure to act under the Transaction Documents, the proposed Merger, the events leading to the termination of the Merger Agreement (or any other than Transaction Documents, any deliberations or negotiations in connection with the proviso set forth therein), the Confidentiality proposed Merger or this Agreement, the Clean Team Agreementconsideration to have been received by the Company’s stockholders in connection with the proposed Merger, and any SEC filings, public filings, periodic reports, press releases, proxy statements or other statements issued, made available or filed relating, directly or indirectly, to the JDA, the EU Clean Team Agreement and the Advisor Clean Team Agreement) or the transactions contemplated therein or therebyproposed Merger. The release contemplated by this Section 3 2 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination Time. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law any rights it may have under any statute or common law principle under which a general release does not extend to claims which such Party does not know or suspect to exist in its favor at the time of executing the release, including the provisions, rights and benefits of California Civil Code section 1542 (or any similar Law), 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.” Nothing in this Section 3 2 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement, the Confidentiality Agreement and the Clean Room Agreement or (ii) constitute a release by any Party for any Claim arising under this Agreement, the Confidentiality Agreement and the Clean Room Agreement.

Mutual Release; Disclaimer of Liability. Each Effective as of Parentthe Termination Time, Merger Sub but subject to receipt by WTW of the full amount of the Regulatory Termination Fee, each of Aon and the CompanyWTW, each on behalf of itself and and, to the maximum extent permitted by Law, on behalf of each of its respective successorsformer, current or future Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, insurers, stockholders and advisors and the heirs, predecessors, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully releasefully, unequivocally and irrevocably release and forever discharge and covenant not to xxx any the other Party, any and each of their its respective successorsformer, current or future Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, insurers, stockholders and advisors and the heirs, predecessors, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all liabilitypast, present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of actionactions, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, whether based on any Law or right of action, known or unknown, matured mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to (a) the Transaction Documents Documents, (other than Section 5.2(eb) of the Merger Agreement (other than the proviso set forth therein), the Confidentiality Agreement, the Clean Team Agreement, the JDA, the EU Clean Team Agreement and the Advisor Clean Team Agreement) or the transactions contemplated therein or therebythereby (including, for the avoidance of doubt, the negotiation thereof and all due diligence activities and other actions or activities undertaken in connection therewith) (collectively, the “Transaction Matters”) or (c) public statements made prior to the date hereof relating to (i) the Transaction Documents, (ii) the Transaction Matters or (iii) the Parties’ prospective divestiture transactions intended to facilitate consummation of the Transactions contemplated by the BCA (collectively, but excluding the Specified Retained Claims, the “Released Claims”). The release contemplated by this Section 3 is intended Parties, on behalf of themselves and their respective Releasors, acknowledge and agree that they may be unaware of or may discover facts in addition to or different from those which they now know, anticipate or believe to be true related to or concerning the Released Claims. The Parties know that such presently unknown or unappreciated facts could materially affect the claims or defenses of a Party or Parties. It is nonetheless the intent of the Parties to give a full, complete and final release and discharge of the Released Claims. In furtherance of this intention, the releases herein given shall be and remain in effect as broad as permitted by Law full and is intended to, and does, extinguish all complete releases with regard to the Released Claims notwithstanding the discovery or existence of any kind whatsoeversuch additional or different claim or fact. To that end, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination Time. Each of the Releasors hereby expressly waives with respect to the fullest extent permitted by Law Released Claims only, the Parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of California Civil Code section 1542 (the United States or of any similar Law)state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which provides: “A a general release does not extend to claims which the creditor does parties do not know or suspect to exist in his or her their favor at the time of executing the release, which if known by him or her must the Parties might have materially affected his or her settlement with the debtorParties’ settlement. EACH OF THE RELEASORS HEREBY EXPRESSLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW THE PROVISIONS, RIGHTS AND BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 (OR ANY SIMILAR LAW), 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.” Nothing The Parties acknowledge and agree that the inclusion of this paragraph was separately bargained for and is a key element of this Agreement. Notwithstanding anything herein to the contrary, nothing in this Section 3 shall (ix) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or (ii) constitute a waiver or release by any Party for of any Claim or rights arising under or related to this Agreement or (y) constitute a waiver or release by any Party from the obligations under, or any Claim arising under this Agreementor related to, or apply to any action by any Party to enforce the rights and obligations imposed pursuant to, the Excluded Documents (clauses (x) and (y), collectively, the “Specified Retained Claims”).

Mutual Release; Disclaimer of Liability. Each of ParentXxxxXxxxx, Merger Sub and the CompanyBonanza Creek, each on behalf of itself and each of its respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to xxx any other Party, any of their respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, whether based on any Law or right of action, known or unknown, matured mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to the Transaction Documents (other than Section 5.2(e) of the Merger Agreement (other than the proviso set forth therein), the Confidentiality Agreement, the Clean Team Agreement, the JDA, the EU Clean Team Agreement and the Advisor Clean Team Agreement) or the transactions contemplated therein or thereby. The release contemplated by this Section 3 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination Time. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, rights and benefits of California Civil Code section 1542 (or any similar Law), 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.” Nothing in this Section 3 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or (ii) constitute a release by any Party for any Claim arising under this Agreement.

Mutual Release; Disclaimer of Liability. Each of Parent, Merger Sub, LLC Sub and the Company, each on behalf of itself and each of its respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to xxx any other Party, any of their respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders stockholders, shareholders, and advisors and the heirs, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorney’sattorneys’, financial advisor’s advisors’ or other fees) (“Claims”), howsoever arising, whether based on any Law or right of action, known or unknown, matured mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to the Transaction Documents (other than Section 5.2(e) of the Merger Agreement (other than the proviso set forth therein), the Confidentiality Agreement, the Clean Team Agreement, the JDA, the EU Clean Team Agreement and the Advisor Clean Team Agreement) or the transactions contemplated therein or thereby, including any breach, non-performance, action or failure to act under the Transaction Documents, the proposed Merger, the events leading to the termination of the Merger Agreement or any other Transaction Documents, any deliberations or negotiations in connection with the proposed Merger or this Agreement, the consideration to have been received by the Company’s shareholders in connection with the proposed Merger, and any SEC filings, public filings, periodic reports, press releases, proxy statements or other statements issued, made available or filed relating, directly or indirectly, to the proposed Merger. The release contemplated by this Section 3 2 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination Time. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, rights and benefits of California Civil Code section 1542 (or any similar Law), 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.” Nothing in this Section 3 2 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or Agreement, (ii) constitute a release by any Party for any Claim arising under this Agreement, or (iii) for the avoidance of doubt, any Claim arising under the Confidentiality Agreement.

Mutual Release; Disclaimer of Liability. Each of Parent, Merger Sub the Parent and the CompanyPurchaser on the one hand and each of the Sellers on the other hand, each on behalf of itself and each of its respective successors, Subsidiariessuccessors and past and present subsidiaries, Affiliates, assignees, officers, directors, employees, controlling persons, Representatives, agents, attorneys, auditors, stockholders stockholders, equity holders and advisors advisors, and the heirsany family member, spouse, heir, trust, trustee, executor, estate, administrator, beneficiary, foundation, fiduciary, predecessors, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Lawlaw, hereby fully release, forever discharge and covenant not to xxx sxx any other Party, any of their respective successors, Subsidiariessuccessors and past and present subsidiaries, Affiliates, assignees, officers, directors, employees, controlling persons, Representatives, agents, attorneys, auditors, stockholders stockholders, equity holders and advisors advisors, and the heirsany family member, spouse, heir, trust, trustee, executor, estate, administrator, beneficiary, foundation, fiduciary, predecessors, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all past, present, direct, indirect, individual, class, representative and derivative liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, losses, demands, judgments, remedies, agreements, promises, liabilities, covenants, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, of every kind and nature, whether based on any Law law or right of actionaction (including any claims under federal securities laws or state disclosure law or any claims that could be asserted derivatively on behalf of the Parties), known or unknown, asserted or that could have been asserted, matured or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, foreseen or unforeseen, apparent or not apparent, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of of, based upon or related to to, directly or indirectly, the Transaction Documents (other than Section 5.2(e) of the Merger Purchase Agreement (other than the proviso set forth therein), the Confidentiality Agreement, the Clean Team Agreement, the JDA, the EU Clean Team Agreement and the Advisor Clean Team AgreementSurviving Covenants) or the transactions contemplated therein or thereby, including any breach, non-performance, action or failure to act under the Purchase Agreement, the events leading to the termination of the Purchase Agreement, any deliberations or negotiations in connection with the Purchase Agreement, the consideration to be received under the Purchase Agreement, including any royalties thereunder, and any SEC filings, public filings, periodic reports, press releases, proxy statements or other statements issued, made available or filed relating, directly or indirectly, to the Purchase Agreement or the transactions consummated at the Closing. The release contemplated by this Section 3 5 is intended to be as broad as permitted by Law law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including as of the Termination Timedate hereof. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, law any rights and benefits of California Civil Code section 1542 (it may have under any statute or any similar Law), common law principle under which provides: “A a general release does not extend to claims which the creditor such Party does not know or suspect to exist in his or her its 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.” . Nothing in this Section 3 5 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement Agreement, including under the Surviving Covenants, the Transaction Documents, including the Transfer Documents, or the Parent and/or the Purchaser’s rights in and to the Transferred Assets as conveyed to the Parent and/or the Purchaser at the Closing pursuant to the Purchase Agreement, or (ii) constitute a release by any Party for any Claim arising under this Agreement, the Transaction Documents, including the Transfer Documents, or the Parent and/or the Purchaser’s rights in and to the Transferred Assets as conveyed to the Parent and/or the Purchaser at the Closing pursuant to the Purchase Agreement.

Mutual Release; Disclaimer of Liability. Each of ParentParty, Merger Sub and the Company, each on behalf of itself and each of its respective successors, Subsidiaries, successors and past and present Affiliates, assignees, officers, directors, employeescontrolling persons, Representatives, agents, attorneys, auditors, stockholders equity holders and advisors and the heirs, successors and assigns of each of them (the “"Releasors”"), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to xxx any sue the other Party, any of their the other Party's respective successors, Subsidiaries, successors and past and present Affiliates, assignees, officers, directors, employeescontrolling persons, Representatives, agents, attorneys, auditors, stockholders equity holders and advisors and the heirs, successors and assigns of each of them (collectively the “"Releasees”"), from and with respect to any and all liabilitypast, present, direct, and indirect, claims, rights, actions, causes of action, suits, liensLiens, obligations, accountslosses, debts, demands, agreements, promisesjudgments, liabilities, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“"Claims”"), howsoever arising, of every kind and nature, whether based on any Law or right of action, known action or unknown, matured or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccruedotherwise to the extent known, which Releasors, or any of them, Releasors ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of of, based upon or related to, directly or indirectly, (i) the Agreement as in effect prior to the Transaction Documents date hereof or the transactions contemplated thereby, including but not limited to any actual or alleged breach, non-performance, action or failure to act under the Agreement as in effect prior to the date hereof, (other than Section 5.2(eii) without limiting the foregoing clause (i), solely in the case of Seller, any of the Merger Agreement matters set forth on Schedule 9.16(a), (iii) without limiting clause (i), solely in the case of Purchaser, any of the matters set forth on Schedule 9.16(b), (iv) solely in the case of Purchaser, the Extension Fee (other than the proviso set forth thereinright to have the Credit Amount credited to the Purchase Price in accordance with Section 2.1(a) of this Agreement), or (v) solely in the Confidentiality Agreementcase of Purchaser, any Claim to seek any extension, modification, amendment or other change to the Closing Deadline for any reason whatsoever (collectively, the Clean Team Agreement, the JDA, the EU Clean Team Agreement and the Advisor Clean Team Agreement) or the transactions contemplated therein or thereby"Released Claims"). The release contemplated by this Section 3 9.16 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination TimeReleased Claims. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, rights and benefits of California Civil Code section 1542 (or any similar Law), 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.” Nothing in this Section 3 9.16 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement with respect to matters exclusively arising or occurring after the date of this Agreement or (ii) constitute a release by any Party for any Claim arising under this Agreement with respect to matters arising after the date of this Agreement.”

Mutual Release; Disclaimer of Liability. Each (a)Effective as of Parentthe Effective Date hereof, Merger Sub XxxxxXXx, for and the Company, each on behalf of itself and its Affiliates, will be deemed to have released and discharged, and hereby does, forever unconditionally, unequivocally, irrevocably, knowingly and voluntarily release and discharge, Xxxxxxx and its Affiliates, and each of its their respective successorsformer and current equityholders, Subsidiariesdirectors, officers, employees, agents, advisors, Affiliates, members, managers, general or limited partners, spouses, heirs, trusts, trustees, successors, assignees, and any former and current equityholders, directors, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to xxx any other Party, any of their respective successors, Subsidiariesadvisors, Affiliates, assigneesmembers, officersmanagers, directorsgeneral or limited partners, employeesspouses, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns trusts, trustees, successors, or assignees of each any of them the foregoing (collectively collectively, the “ReleaseesXxxxxxx Related Parties”), from and with respect to any and all liabilitypast, claims, rightspresent or future liabilities, actions, causes of action, suitsclaims, liensdemands, obligations, accountsdefenses, affirmative defenses, counterclaims, setoffs, losses, Damages, rights (including rights of contribution and other similar rights, from whatever source, whether under contract, Applicable Law or otherwise), protests, suits, Disputes, orders, obligations, debts, demandsproceedings, contracts, agreements, promises, liabilities, controversies, costs, chargesexpenses, damages, expenses and fees (including attorney’s, financial advisor’s or other attorneys’ fees) or damages of any kind, arising by any means, of any kind or nature, whether at law, in equity or otherwise (collectively, “Claims”), howsoever arisingasserted or that could have been asserted, that in any way arise from, under or out of, are based upon, or are in connection with the Collaboration Agreement under any Applicable Law or otherwise, whether based on any Law or right of action, known or unknown, matured suspected or unmaturedunsuspected, contingent foreseen or fixedunforeseen, liquidated anticipated or unliquidatedunanticipated, disclosed or undisclosed, accrued or unaccrued, which Releasorsapparent or not apparent (collectively, the “MeiraGTx Released Claims”), including any Claims that in any way arise from, under or out of, are based upon, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, are in connection with: (i) the performance, arising out of non-performance, breach, action or related failure to act under or in accordance with the Collaboration Agreement; (ii) any deliberations or negotiations in connection with the Collaboration Agreement and (iii) the events leading to the Transaction Documents (other than Section 5.2(e) negotiation and execution of the Merger Agreement (other than the proviso set forth therein), the Confidentiality Agreement, the Clean Team Agreement, the JDA, the EU Clean Team this Agreement and the Advisor Clean Team transactions and agreements contemplated hereby; provided, however, that the MeiraGTx Released Claims (including, for clarity, sub-clauses (i)-(iii)) exclude and this Section 2(a) will not be construed as releasing any and all rights, remedies or Claims that in any way arise from, under or out of, are based upon, or are in connection with this Agreement, any Surviving Terms, the APA, any Related Document (as defined under the APA) or the transactions contemplated therein or thereby. The release contemplated by this Section 3 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions Prior CDA (known or unknown) that have existed or occurred at any time to and including the Termination Time. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, rights and benefits of California Civil Code section 1542 (or any similar Law“Retained Claims”), 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.” Nothing in this Section 3 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or (ii) constitute a release by any Party for any Claim arising under this Agreement.

Mutual Release; Disclaimer of Liability. Each (a) Effective as of Parentthe Termination Time, Merger Sub and the Company, each for and on behalf of itself and each the Company Related Parties (as defined below), hereby unequivocally, irrevocably, knowingly and voluntarily releases and discharges Parent and any of its respective successorsformer and current subsidiaries (including Merger Sub), Subsidiariesequity holders, stockholders, controlling persons, directors, officers, employees, agents, advisors, Affiliates, assigneesmembers, officersmanagers, directorsgeneral or limited partners, employeesspouses, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns of each of them (the “Releasors”)trusts, doestrustees, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to xxx any other Party, any of their respective successors, Subsidiaries, Affiliates, assignees, officersand any former or current subsidiary, directorsequity holder, employeesstockholder, Representativescontrolling person, agentsdirector, attorneysofficer, auditorsemployee, stockholders and advisors and spouse, heir, trust, trustee, agent, advisor, Affiliate, member, manager, general or limited partner, successor or assignee of any of the heirsforegoing (collectively, successors and assigns of each of them (collectively the “ReleaseesParent Related Parties”), from and with respect to any and all liabilitypast, claims, rightspresent or future liabilities, actions, causes of action, suitsclaims, liensdamages, demands, obligations, accountsdefenses, debtsaffirmative defenses, demandssetoffs and counterclaims of any kind or nature, agreementsat law, promisesin equity or otherwise, liabilitiesasserted or that could have been asserted, controversiesunder the Merger Agreement or the other Transaction Documents, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s under any applicable Law or other fees) (“Claims”), howsoever arisingotherwise, whether based on any Law or right of action, known or unknown, matured suspected or unmaturedunsuspected, contingent foreseen or fixedunforeseen, liquidated anticipated or unliquidatedunanticipated, disclosed or undisclosed, accrued or unaccrued, which Releasorsapparent or not apparent, that in any way arise from or out of, are based upon, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, are in connection with: (i) the Merger Agreement, arising out the Company Support Agreements, the Parent Support Agreements or the other Transaction Documents; (ii) any breach, non-performance, action or failure to act under any of the Merger Agreement, the Company Support Agreements, the Parent Support Agreements or related the other Transaction Documents; (iii) the events leading to the negotiation and execution of this Agreement and the Termination; (iv) any deliberations or negotiations in connection with the Merger Agreement, the Company Support Agreements, the Parent Support Agreements or the other Transaction Documents; and (v) any SEC or ASX filings, public filings, periodic reports, press releases, proxy statements or other statements issued, made available or filed relating, directly or indirectly, to the transactions contemplated by the Merger Agreement, the Company Support Agreements, the Parent Support Agreements or the other Transaction Documents (other than Section 5.2(e) of the Merger Agreement (other than the proviso set forth therein)collectively, the Confidentiality “Company Released Claims”); provided, however, that the Company does not release claims for any breach of this Agreement, the Clean Team to enforce this Agreement, the JDAor claims arising under, the EU Clean Team Agreement and the Advisor Clean Team Agreement) based upon, or the transactions contemplated therein or thereby. The release contemplated by this Section 3 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination Time. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, rights and benefits of California Civil Code section 1542 (or any similar Law), 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 connection with the debtorExcluded Documents.” Nothing in this Section 3 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or (ii) constitute a release by any Party for any Claim arising under this Agreement.

Mutual Release; Disclaimer of Liability. Each of ParentIFHI, Merger Sub MVB, West Town Bank, and the CompanyMVB Bank, each on behalf of itself and each of its respective successorssuccessors and past and present subsidiaries, Subsidiaries, Affiliatesaffiliates, assignees, officers, directors, employees, controlling persons, Representatives, agents, attorneys, auditors, stockholders stockholders, equity holders and advisors advisors, and the heirsany family member, spouse, heir, trust, trustee, executor, estate, administrator, beneficiary, foundation, fiduciary, predecessors, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Lawlaw, hereby fully release, forever discharge and covenant not to xxx sue any other Party, any of their respective successorssuccessors and past and present subsidiaries, Subsidiaries, Affiliatesaffiliates, assignees, officers, directors, employees, controlling persons, Representatives, agents, attorneys, auditors, stockholders stockholders, equity holders and advisors advisors, and the heirsany family member, spouse, heir, trust, trustee, executor, estate, administrator, beneficiary, foundation, fiduciary, predecessors, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all past, present, direct, indirect, individual, class, representative and derivative liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, losses, demands, judgments, remedies, agreements, promises, liabilities, covenants, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, of every kind and nature, whether based on any Law law or right of actionaction (including any claims under federal securities laws or state disclosure laws or any claims that could be asserted derivatively on behalf of the Parties), known or unknown, asserted or that could have been asserted, matured or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, foreseen or unforeseen, apparent or not apparent, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of of, based upon or related to to, directly or indirectly, the Transaction Documents (other than Section 5.2(e6.2(b) and Article IX (other than Section 9.1 and 9.11, each of which shall terminate) of the Holding Company Merger Agreement, Article VI of the Bank Merger Agreement, and the Confidentiality Agreement (other than the proviso set forth thereinas amended by Section 4 hereof)), including any breach, non-performance, action or failure to act under the Confidentiality Transaction Documents, the proposed Mergers, the events leading to the termination of the Merger Agreements or any other Transaction Documents, any deliberations or negotiations in connection with the proposed Mergers or this Agreement, the Clean Team Agreementconsideration to have been received by IFHI and West Town Bank’s stockholders in connection with the proposed Mergers, and any SEC filings, public filings, periodic reports, press releases, proxy statements or other statements issued, made available or filed relating, directly or indirectly, to the JDAproposed Mergers, the EU Clean Team this Agreement and the Advisor Clean Team Agreement) or the transactions contemplated therein or therebyTermination. The release contemplated by this Section 3 2 is intended to be as broad as permitted by Law law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination TimeTime in connection with, arising out of, based upon or related to, directly or indirectly, the Transaction Documents or the Mergers or the termination thereof. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, law any rights and benefits of California Civil Code section 1542 (it may have under any statute or any similar Law), common law principle under which provides: “A a general release does not extend to claims which the creditor such Party does not know or suspect to exist in his or her its 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.” . Nothing in this Section 3 2 shall (ia) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement and the Confidentiality Agreement or (iib) constitute a release by any Party for any Claim arising under this Agreement and the Confidentiality Agreement.

Mutual Release; Disclaimer of Liability. Each of ParentHalliburton, Merger Sub and the CompanyXxxxx Xxxxxx, each on behalf of itself and each of its respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to xxx any other Party, any of their respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, whether based on any Law or right of action, known or unknown, matured mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to the Transaction Documents (other than Section 5.2(e) of the Merger Agreement (other than the proviso set forth therein), the Confidentiality Agreement, the Clean Team Agreement, the JDA, the EU Clean Team Agreement and the Advisor Clean Team Agreement) or the transactions contemplated therein or thereby. The release contemplated by this Section 3 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination Time. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, rights and benefits of California Civil Code section 1542 (or any similar Law), 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.” Nothing in this Section 3 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or (ii) constitute a release by any Party for any Claim arising under this Agreement.

Mutual Release; Disclaimer of Liability. Each of ParentCobia, Merger Sub Xxxxxxxxx 0, Xxxxxxxxx 0, XXX and the CompanyLTP, each on behalf of itself and each of its respective successors, successors and past and present Subsidiaries, Affiliatesaffiliates, assignees, officers, directors, employees, Representativescontrolling persons, representatives, agents, attorneys, auditors, stockholders stockholders, equity holders and advisors advisors, and the heirsany family member, spouse, heir, trust, trustee, executor, estate, administrator, beneficiary, foundation, fiduciary, predecessors, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to xxx any other Party, any of their Party’s respective successors, successors and past and present Subsidiaries, Affiliatesaffiliates, assignees, officers, directors, employees, Representativescontrolling persons, representatives, agents, attorneys, auditors, stockholders stockholders, equity holders and advisors advisors, and the heirsany family member, spouse, heir, trust, trustee, executor, estate, administrator, beneficiary, foundation, fiduciary, predecessors, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all past, present, direct, indirect, individual, class, representative and derivative liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, losses, demands, judgments, remedies, agreements, promises, liabilities, covenants, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, of every kind and nature, whether based on any Law or right of actionaction (including any claims under federal, state or foreign securities or disclosure Laws or any claims that could be asserted derivatively on behalf of the Parties), known or unknown, asserted or that could have been asserted, matured or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, foreseen or unforeseen, apparent or not apparent, which Releasors, or any of them, Releasors ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, to the extent in connection with, arising out of of, based upon or related to to, directly or indirectly, the Transaction Documents (other than Section 5.2(e) of the Merger Agreement (other than the proviso set forth therein), the Confidentiality Agreement, the Clean Team Agreement, the JDA, the EU Clean Team Agreement and the Advisor Clean Team Agreement) or the transactions contemplated therein or thereby. The release contemplated by this Section 3 is intended thereby (the “Transaction”), including but not limited to be as broad as permitted by Law and is intended toany breach, and doesnon-performance, extinguish all Claims of any kind whatsoeveraction or failure to act under the Transaction Documents, whether in Law or equity or otherwisethe proposed Transaction, that are based on or relate the events leading to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination Time. Each termination of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, rights and benefits of California Civil Code section 1542 (Transaction Agreement or any similar Law), which provides: “A general release does not extend to claims which the creditor does not know other Transaction Documents and any deliberations or suspect to exist negotiations 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 connection with the debtor.proposed Transaction or this Agreement (“Released Claims”). As used in this Agreement, the term “affiliates” shall have the meaning set forth in Rule 12b‑2 of the Exchange Act. Nothing in this Section 3 2 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or Agreement, (ii) constitute a release by any Party for any Claim arising under this Agreement or (iii) constitute a release by any Party (or any of such Party’s affiliates) for any Claim arising under the Confidentiality Agreement.

Mutual Release; Disclaimer of Liability. Each of ParentMIT, Merger Sub and the Company, each on behalf of itself and each of its respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agentscontrolling persons, attorneysstockholders, auditorsequity holders and any family member, stockholders and advisors and the heirsspouse, heir, trust, trustee, executor, estate, administrator, beneficiary, foundation, fiduciary, predecessors, successors and assigns of each any of them the foregoing (the “MIT Releasors”), on the one hand, and MIC, on behalf of itself and its predecessors, successors and assigns (the “MIC Releasors” and, together with the MIT Releasors, the “Releasors”), on the other hand, does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to xxx any sue the other Party, any of their its respective successorssuccessors and past and present subsidiaries, Subsidiaries, Affiliatesaffiliates, assignees, officers, directors, employees, Representatives, agentscontrolling persons, attorneysstockholders, auditorsequity holders, stockholders and advisors and the heirsany family member, spouse, heir, trust, trustee, executor, estate, administrator, beneficiary, foundation, fiduciary, predecessors, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all past, present, direct, indirect, individual, class, representative and derivative liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, losses, demands, judgments, remedies, agreements, promises, liabilities, covenants, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, of every kind and nature, whether based on any Law or right of actionaction (including (i) any claims that could be asserted derivatively on behalf of the Parties; (ii) any claims relating to the benefits of the transactions contemplated by the Merger Agreement lost by the stockholders of each of MIT and the Company, including lost stockholder premium, other combination opportunities and the time value of money; and (iii) any claims relating to the Company’s negotiation of and entry into the business combination agreement in respect of the FWAC Merger and any documentation ancillary thereto, and the consummation of any transactions contemplated thereby), known or unknown, asserted or that could have been asserted, matured or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, foreseen or unforeseen, apparent or not apparent, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of of, based upon or related to to, directly or indirectly, the Transaction Documents (other than Section 5.2(e) of the Merger Agreement (other than the proviso set forth therein)Documents, the Confidentiality Agreement, the Clean Team Agreement, the JDA, the EU Clean Team Agreement and the Advisor Clean Team Agreement) or the transactions contemplated therein or therebythereby or the termination of any such Transaction Documents or transactions. The release contemplated by this Section 3 2 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims claims of any kind whatsoeverkind, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination Time. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, any rights and benefits of California Civil Code section 1542 (it may have under any statute or any similar Law), common law principle under which provides: “A a general release does not extend to claims which the creditor such Party does not know or suspect to exist in his or her its 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.” . Nothing in this Section 3 2 shall (i) apply to any action by any either Party to enforce the rights and obligations imposed pursuant to this Agreement Agreement, or (ii) constitute a release by any either Party for any Claim claim arising under this Agreement.

Mutual Release; Disclaimer of Liability. Each Effective as of Parentthe Termination Time, Merger Sub and but subject to receipt by the Company of the full amount of the Parent Termination Fee, the Company, on the one hand, and Parent and Merger Sub, on the other hand, each on behalf of itself and and, to the maximum extent permitted by Law, on behalf of each of its respective successorsformer, current or future Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneysauditors, auditorsinsurers, stockholders and advisors and the heirs, predecessors, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully releasefully, unequivocally and irrevocably release and forever discharge discharge, as applicable, Parent and covenant not to xxx any other PartyMerger Sub (in the case of the Company) or the Company (in the case of Parent and Merger Sub), any and, in each case, each of its or their respective successorsformer, current or future Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneysauditors, auditorsinsurers, stockholders and advisors and the heirs, predecessors, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all liabilitypast, present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of actionactions, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, whether based on any Law or right of action, known or unknown, matured mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to the Transaction Documents (other than Section 5.2(e) of the Merger Agreement (other than the proviso set forth therein), the Confidentiality Agreement, the Clean Team Agreement, the JDA, the EU Clean Team Agreement and the Advisor Clean Team Agreement) or the transactions contemplated therein or thereby, the Termination or any matter forming the basis for the Termination (collectively, but excluding the Specified Retained Claims, the “Released Claims”). The release contemplated by this Section 3 is intended Parties, on behalf of themselves and their respective Releasors, acknowledge and agree that they may be unaware of or may discover facts in addition to or different from those which they now know, anticipate or believe to be true related to or concerning the Released Claims. The Parties know that such presently unknown or unappreciated facts could materially affect the claims or defenses of a Party or Parties. It is nonetheless the intent of the Parties to give a full, complete and final release and discharge of the Released Claims. In furtherance of this intention, the releases herein given shall be and remain in effect as broad as permitted by Law full and is intended to, and does, extinguish all complete releases with regard to the Released Claims notwithstanding the discovery or existence of any kind whatsoeversuch additional or different claim or fact. To that end, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination Time. Each of the Releasors hereby expressly waives with respect to the fullest extent permitted by Law Released Claims only, the Parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of California Civil Code section 1542 (the United States or of any similar Law)state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which provides: “A a general release does not extend to claims which the creditor does parties do not know or suspect to exist in his or her their favor at the time of executing the release, which if known by him or her must the Parties might have materially affected his or her settlement with the debtorParties’ settlement. EACH OF THE RELEASORS HEREBY EXPRESSLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW THE PROVISIONS, RIGHTS AND BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 (OR ANY SIMILAR LAW), 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.” Nothing The Parties acknowledge and agree that the inclusion of this paragraph was separately bargained for and is a key element of this Agreement. Notwithstanding anything herein to the contrary, nothing in this Section 3 shall (ix) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or (ii) constitute a waiver or release by any Party for of any Claim or rights arising under or related to this Agreement or (y) constitute a waiver or release by any Party from the obligations under, or any Claim arising under or related to, or apply to any action by any Party to enforce the rights and obligations imposed pursuant to, the Confidentiality Agreement (the “Specified Retained Claims”). If Parent fails to promptly pay the Parent Termination Fee pursuant to this Agreement, and, in order to obtain such payment, the Company commences a suit that results in a judgment against Parent for payment of Parent Termination Fee, or any portion thereof, Parent shall pay to the Company all costs and expenses (including attorneys’ fees) in connection with such suit, together with interest thereon at the prime rate as published in The Wall Street Journal in effect on the date such payment is required to be made from such date through the date of full payment thereof.

Mutual Release; Disclaimer of Liability. Each of Parent, Merger Sub, LLC Sub and the Company, each on behalf of itself and each of its respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to xxx any other Party, any of their respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders stockholders, shareholders, and advisors and the heirs, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorney’sattorneys', financial advisor’s advisors' or other fees) (“Claims”), howsoever arising, whether based on any Law or right of action, known or unknown, matured mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to the Transaction Documents (other than Section 5.2(e) of the Merger Agreement (other than the proviso set forth therein), the Confidentiality Agreement, the Clean Team Agreement, the JDA, the EU Clean Team Agreement and the Advisor Clean Team Agreement) or the transactions contemplated therein or thereby, including any breach, non-performance, action or failure to act under the Transaction Documents, the proposed Merger, the events leading to the termination of the Merger Agreement or any other Transaction Documents, any deliberations or negotiations in connection with the proposed Merger or this Agreement, the consideration to have been received by the Company’s shareholders in connection with the proposed Merger, and any SEC filings, public filings, periodic reports, press releases, proxy statements or other statements issued, made available or filed relating, directly or indirectly, to the proposed Merger. The release contemplated by this Section 3 2 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination Time. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, rights and benefits of California Civil Code section 1542 (or any similar Law), 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.” Nothing in this Section 3 2 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or Agreement, (ii) constitute a release by any Party for any Claim arising under this Agreement, or (iii) for the avoidance of doubt, any Claim arising under the Confidentiality Agreement.

Mutual Release; Disclaimer of Liability. Each of ParentClariant, Merger Sub and the CompanyHuntsman, each on behalf of itself and each of its respective successors, successors and past and present Subsidiaries, Affiliatesaffiliates, assignees, officers, directors, employees, controlling persons, Representatives, agents, attorneys, auditors, stockholders stockholders, equity holders and advisors advisors, and the heirsany family member, spouse, heir, trust, trustee, executor, estate, administrator, beneficiary, foundation, fiduciary, predecessors, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to xxx any other Party, any of their Party’s respective successors, successors and past and present Subsidiaries, Affiliatesaffiliates, assignees, officers, directors, employees, controlling persons, Representatives, agents, attorneys, auditors, stockholders stockholders, equity holders and advisors advisors, and the heirsany family member, spouse, heir, trust, trustee, executor, estate, administrator, beneficiary, foundation, fiduciary, predecessors, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all past, present, direct, indirect, individual, class, representative and derivative liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, losses, demands, judgments, remedies, agreements, promises, liabilities, covenants, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, of every kind and nature, whether based on any Law or right of actionaction (including any claims under federal, state or foreign securities or disclosure Laws or any claims that could be asserted derivatively on behalf of the Parties), known or unknown, asserted or that could have been asserted, matured or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, foreseen or unforeseen, apparent or not apparent, which Releasors, or any of them, Releasors ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of of, based upon or related to to, directly or indirectly, the Transaction Documents (other than Section 5.2(e6.1(b) and Section 9.3 of the Merger Agreement (other than the proviso set forth therein), the Confidentiality Agreement, the Clean Team Agreement, the JDA, the EU Clean Team Agreement and the Advisor Clean Team Agreement) or the transactions contemplated therein or thereby, including but not limited to any breach, non-performance, action or failure to act under the Transaction Documents, the proposed Merger, the events leading to the termination of the Merger Agreement or any other Transaction Documents, any deliberations or negotiations in connection with the proposed Merger or this Agreement, the consideration to be received by Huntsman’s stockholders in connection with the proposed Merger, the Cyclone No-Vote Fee, the Hurricane No-Vote Fee, the Cyclone Termination Fee, the Hurricane Termination Fee, and any SEC, NYSE or SIX filings, public filings, periodic reports, press releases, registration statements, proxy statements or other statements issued, made available or filed relating, directly or indirectly, to the proposed Merger (“Released Claims”). As used in this Agreement, the term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The release contemplated by this Section 3 5 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Released Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination Time. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law any rights each of the Releasors may have under any statute or common law principle under which a general release does not extend to claims which such Releasors does not know or suspect to exist in its favor at the time of executing the release, including the provisions, rights and benefits of California Civil Code section 1542 (or any similar Law), 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.” Nothing in this Section 3 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or (ii) constitute a release by any Party for any Claim arising under this Agreement.”

Mutual Release; Disclaimer of Liability. Each of Parent, Merger Sub Cambridge and the CompanyOxford, each on behalf of itself and each of its respective successors, SubsidiariesSubsidiaries (in the case of Cambridge, including Holdco and MergerCo), Affiliates, divisions, assignees, officers, directors, employees, Representativesrepresentatives, agents, attorneys, auditors, stockholders shareholders and advisors and the heirs, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to xxx any other Party, any of their respective successors, Subsidiaries, Affiliates, divisions or assignees, and any of their respective present or former officers, directors, employees, Representativesrepresentatives, agents, attorneysshareholders, auditorsadvisors, stockholders auditors and advisors attorneys and the heirs, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, whether based on any Law or right of action, known or unknown, matured mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to the Transaction Documents (other than Section 5.2(e) of the Merger Agreement (other than the proviso set forth therein), the Confidentiality Agreement, the Clean Team Agreement, the JDA, the EU Clean Team Agreement and the Advisor Clean Team Agreement) or the transactions contemplated therein or thereby. The release contemplated by this Section 3 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time from the beginning of time to and including the Termination Time. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, rights and benefits of California Civil Code section 1542 (or any similar Law), 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.” . Nothing in this Section 3 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or the Confidentiality Agreement or (ii) constitute a release by any Party for any Claim arising under this Agreement or the Confidentiality Agreement.

Mutual Release; Disclaimer of Liability. Each of Parent, Merger Sub Purchaser, and the Company, each on behalf of itself and each of its respective successors Affiliates, divisions, assignees, employees, Agents, shareholders and advisors, and the Shareholder Representative and each of the Shareholders, on behalf of itself and each of their respective successors, Subsidiaries, Affiliates, assigneesheirs, officersadministrators, directorstrustees, employeesdevisees, Representativeslegatees, agents, attorneys, auditors, stockholders Agents and advisors and the heirs, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Lawlaw, hereby fully release, forever discharge and covenant not to xxx any other Partyparty, any of their respective successors, Subsidiaries, Affiliates, divisions or assignees, officers, directors, and any of their respective present or former employees, RepresentativesAgents, agentsshareholders, attorneysfinancial advisors, auditors, stockholders and advisors and the heirs, successors and assigns of each of them administrators, devisees or legatees (collectively collectively, the “Releasees”), from and with respect to any and all liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s, lender’s or other fees) (“Claims”), howsoever arising, whether based on any Law national, federal, state or foreign law, principle of common law or right of action, known or unknown, matured mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have (or which might be asserted derivatively on their behalf) against the Releasees, or any of them, in connection with, arising out of or related to the Stock Purchase Agreement or any Transaction Documents (other than Section 5.2(e) of Document or the Merger Agreement (other than the proviso set forth therein), the Confidentiality Agreement, the Clean Team Agreement, the JDA, the EU Clean Team Agreement and the Advisor Clean Team Agreement) Transactions or the transactions contemplated therein by the Transaction Documents or therebyany ancillary agreement. The release contemplated by this Section 3 is intended to be as broad as permitted by Law law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law law or equity or otherwise, that are based on or relate to facts, conditions, facts or conditions or actions or omissions (known or unknown) that have existed or occurred at any time prior to and including the Termination Time. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law law the provisions, rights rights, and benefits of California Civil Code section § 1542 (or any similar Lawlaw), 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.” . Nothing in this Section 3 shall (i) apply to (a) any action by any Party party to enforce the rights and obligations imposed pursuant to this Agreement, including (without limitation) the obligations of Parent under Section 2 of this Agreement or (iib) constitute a release by any Party for any Claim arising under this breach of the Confidentiality Agreement.

Mutual Release; Disclaimer of Liability. Each of Parent, Merger Sub Omnicom and the CompanyPublicis, each on behalf of itself and each of its respective successors, Subsidiariessubsidiaries (in the case of Publicis, Affiliatesincluding Holdco and Merger Sub), affiliates, divisions, assignees, officers, directors, employees, Representativesrepresentatives, agents, attorneys, auditors, stockholders shareholders and advisors and the heirs, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Lawlaw, hereby fully release, forever discharge and covenant not to xxx any other Partyparty, any of their respective successors, Subsidiariessubsidiaries, Affiliatesaffiliates, divisions or assignees, and any of their respective present or former officers, directors, employees, Representativesrepresentatives, agents, attorneysshareholders, financial advisors, auditors, stockholders and advisors and the attorneys, heirs, successors and assigns of each of them administrators, devisees or legatees (collectively the “Releasees”), from and with respect to any and all liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s, lender’s or other fees) (“Claims”), howsoever arising, whether based on any Law national, federal, state or foreign law, principle of common law or right of action, known or unknown, matured mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to the Transaction Documents (other than Section 5.2(e) of the Merger Agreement (other than the proviso set forth therein), the Confidentiality Agreement, the Clean Team Agreement, the JDA, the EU Clean Team Agreement and the Advisor Clean Team Agreement) or the transactions contemplated therein or thereby. The release contemplated by this Section 3 2 is intended to be as broad as permitted by Law law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law law or equity or otherwise, that are based on or relate to facts, conditions, facts or conditions or actions or omissions (known or unknown) that have existed or occurred at any time from the beginning of time to and including the Termination Time. Each of the Releasors Re- leasors hereby expressly waives to the fullest extent permitted by Law law the provisions, rights rights, and benefits of California Civil Code section § 1542 (or any similar Lawlaw), 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.” . Nothing in this Section 3 2 shall (i) apply to any action by any Party party to enforce the rights and obligations imposed pursuant to this Agreement or (ii) constitute a release by any Party for any Claim arising under this Agreement.

Mutual Release; Disclaimer of Liability. Each The Members’ Representative, on behalf of Parenteach Member, Merger Sub and each of Buyer and the Company, each on behalf of itself and each of its respective successors, Subsidiaries, Affiliates, assignees, officers, directors, managers, employees, Representativesshareholders, members, controlling persons, representatives, agents, attorneys, auditors, stockholders and advisors and the heirssuccessors and past and present subsidiaries, Affiliates, assignees, officers, directors, managers, employees, shareholders, members, controlling persons, representatives, agents, attorneys, auditors, and advisors, and any family member, spouse, heir, trust, trustee, executor, estate, administrator, beneficiary, foundation, fiduciary, predecessors, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to xxx any other Party, party to the Purchase Agreement or any of their respective successors, Subsidiaries, Affiliates, assignees, officers, directors, managers, employees, Representativesshareholders, members, controlling persons, representatives, agents, attorneys, auditors, stockholders and advisors and the heirsany family member, spouse, heir, trust, trustee, executor, estate, administrator, beneficiary, foundation, fiduciary, predecessors, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, losses, demands, judgements, remedies, agreements, promises, liabilities, covenants, controversies, costs, charges, damages, expenses and fees (including attorney’sattorneys’, financial advisor’s advisors’ or other fees) (“Claims”), howsoever arising, of every kind and nature, whether based on any Law or right of action, known or unknown, asserted or that could have been asserted, matured or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, foreseen or unforeseen, apparent or not apparent which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to the Transaction Documents (other than Section 5.2(e) or the Contemplated Transactions, including any breach, non-performance, action or failure to act under the Transaction Documents, the Contemplated Transactions, the events leading to the termination of the Merger Purchase Agreement (or any other than Transaction Documents, any deliberations or negotiations in connection with the proviso set forth therein), the Confidentiality Contemplated Transactions or this Agreement, the Clean Team Agreementconsideration to have been received by the Members in connection with the Contemplated Transactions, and any SEC filings, public filings, periodic reports, press releases, proxy statements or other statements issued, made available or filed relating, directly or indirectly, to the JDA, the EU Clean Team Agreement and the Advisor Clean Team Agreement) or the transactions contemplated therein or therebyContemplated Transactions. The release contemplated by this Section 3 2 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination TimeDate. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, rights and benefits of California Civil Code section 1542 (or any similar Law), 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.” Nothing in this Section 3 2 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or the Confidentiality Agreement, or (ii) constitute a release by any Party for any Claim arising under this Agreement, the Confidentiality Agreement or the Buyer Confidentiality Agreement.

Mutual Release; Disclaimer of Liability. Each of Parent, Merger Sub Acquiror Parent and the CompanyAcquiror and Contributor, each on behalf of itself and each of its respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders stockholders, members, managers and advisors and the heirs, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to xxx any other Party, any of their respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders stockholders, members, managers and advisors and the heirs, successors and assigns of each of them (collectively collectively, the “Releasees”), from and with respect to any and all liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, whether based on any Law or right of action, known or unknown, matured mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to the Transaction Documents (other than Section 5.2(e) of the Merger Agreement (other than the proviso set forth therein), the Confidentiality Agreement, the Clean Team Agreement, the JDA, the EU Clean Team Agreement and the Advisor Clean Team Agreement) or the transactions contemplated therein or thereby. The release contemplated by this Section 3 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination Time. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, rights and benefits of California Civil Code section 1542 (or any similar Law), 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.” Nothing in this Section 3 shall (ia) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or (iib) constitute a release by any Party for any Claim arising under this Agreement.

Mutual Release; Disclaimer of Liability. Each of ParentHalliburton, Merger Sub and the CompanyXxxxx Xxxxxx, each on behalf of itself and each of its respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns of each of them (the “"Releasors”"), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to xxx any other Party, any of their respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns of each of them (collectively the “"Releasees”"), from and with respect to any and all liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorney’s's, financial advisor’s 's or other fees) (“"Claims”"), howsoever arising, whether based on any Law or right of action, known or unknown, matured mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to the Transaction Documents (other than Section 5.2(e) of the Merger Agreement (other than the proviso set forth therein), the Confidentiality Agreement, the Clean Team Agreement, the JDA, the EU Clean Team Agreement and the Advisor Clean Team Agreement) or the transactions contemplated therein or thereby. The release contemplated by this Section 3 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination Time. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, rights and benefits of California Civil Code section 1542 (or any similar Law), 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.” " Nothing in this Section 3 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or (ii) constitute a release by any Party for any Claim arising under this Agreement.