Common use of Mutual Release Clause in Contracts

Mutual Release. (a) The Company, on the one hand, and Third Point and the Xxxxxxxxxxx Trust, on the other hand, on behalf of themselves and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective owners, officers, directors, partners, limited partners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, shareholders, advisors, consultants, attorneys, heirs, executors, administrators, successors and assigns of any said person or entity, security holders of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released Persons”), irrevocably and unconditionally release, settle, acquit and forever discharge the other and all of their Released Persons, from any and all causes of action, claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related in any way to the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for election at the 2018 Annual Meeting (collectively, the “Released Claims”); provided, however, this release and waiver of Claims shall not include claims to enforce the terms of this Agreement. (b) The parties 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 full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the parties might have affected the Parties’ settlement. The parties acknowledge and agree that the inclusion of this Section 17 was separately bargained for and is a material term of this Agreement.

Mutual Release. (a) The CompanyIn consideration of the covenants, on agreements and undertakings of the one handparties hereunder, effective upon the Effective Date, each of Xxxx Park and Third Point and the Xxxxxxxxxxx Trust, on the other handXxxxxxxxx, on behalf of themselves and for all of their past and present affiliateditself, associated, related, parent and subsidiary entities, joint ventures and partnershipsits predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, Affiliates and assigns, and the respective ownersits and their past, present and future officers, directors, partnersstockholders, limited partnersinterest holders, membersPrincipals, attorneys, agents, employees, managers, principalsrepresentatives, parentsassigns and successors in interest, subsidiariesand all Persons acting by, predecessor entitiesthrough, under or in concert with them, and each of them (each such party, in such capacity, a “Xxxxxxxxx Releasor”), hereby release and discharge the Company, together with its predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, Affiliates and assigns and its and their past, present and future officers, directors, stockholders, interest holders, Principals, attorneys, agents, employees, managers, representatives, employees, shareholders, advisors, consultants, attorneys, heirs, executors, administrators, assigns and successors and assigns of any said person or entity, security holders of any said person or entityin interest, and any other person claiming (now all Persons acting by, through, under or in the future) through or on behalf concert with them, and each of any of said persons or entities them (collectively each such party, in such capacity, a “Released PersonsCompany Releasee”), irrevocably from all known and unconditionally release, settle, acquit and forever discharge the other and all of their Released Persons, from any and all causes of action, claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentionsunknown charges, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs claims (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees any derivative or court class action claims), grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, of whatever naturelosses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred) incurred in connection therewith and punitive damages, of any kind nature whatsoever, whether known or unknown, suspected which either such Xxxxxxxxx Releasor has, or unsuspectedmay have had, in their own rightagainst any Company Releasee, representativelywhether or not apparent or yet to be discovered, derivatively or which may hereafter develop, for any acts or omissions related to or arising from (i) the Xxxx Park Purchase Agreement or (ii) any other actions or omissions of a Company Releasee prior to the date hereof and relating to the Company. Each Xxxxxxxxx Releasor further agrees that, following the Effective Date, it shall not initiate or participate in any lawsuit or other capacity, in law legal proceeding (including but not limited to any derivative claim or in equity suit or liabilities of whatever kind or character, arising under federal, state, foreignany class action), or common law to instigate, encourage or assist any third party (including but not limited to forming a “group” with any such third party) or to enter into any discussions or agreements with any third party with respect to any lawsuit or other legal proceeding (including any derivative claim or suit or any class action), related to or arising from (i) the laws of Xxxx Park Purchase Agreement or (ii) any other relevant jurisdiction (the “Claims”), which have arisen, could have arisen, arise now, actions or hereafter may arise out omissions of or relate in any manner a Company Releasee prior to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related in any way date hereof and relating to the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for election at the 2018 Annual Meeting (collectively, the “Released Claims”); provided, however, this release and waiver of Claims shall not include claims to enforce the terms of this Agreement. (b) The In consideration of the covenants, agreements and undertakings of the parties acknowledge hereunder, effective upon the Effective Date, the Company, on behalf of itself, its predecessors, successors, direct and agree that they may be unaware indirect parent companies, direct and indirect subsidiary companies, Affiliates and assigns, and its and their past, present and future officers, directors, stockholders, interest holders, Principals, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all Persons acting by, through, under or in concert with them, and each of them (each such party, in such capacity, a “Company Releasor”), hereby release and discharge each of Xxxx Park and Xxxxxxxxx, together with its predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, Affiliates and assigns and its and their past, present and future officers, directors, stockholders, interest holders, Principals, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all Persons acting by, through, under or in concert with them, and each of them (each such party, in such capacity, a “Xxxxxxxxx Releasee”), from all known and unknown charges, complaints, claims (including, without limitation, any derivative or class action claims), grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred) and punitive damages, of any nature whatsoever, known or unknown, which either such Company Releasor has, or may discover facts in addition to have had, against any Xxxxxxxxx Releasee, whether or different from those which they now know, anticipate not apparent or believe yet to be true discovered, or which may hereafter develop, for any acts or omissions related to or concerning arising from (i) the Released Claims. The parties know that such presently unknown Xxxx Park Purchase Agreement or unappreciated facts could materially affect the claims (ii) any other actions or defenses omissions of a party Xxxxxxxxx Releasee prior to the date hereof and relating to the Company. (c) This Agreement resolves any claim for relief that is, or parties. It is nonetheless the intent could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys’ fees related to or arising from any of the parties to give a full, complete matters set forth in Section 10(a) 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 full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the parties might have affected the Parties’ settlement. The parties acknowledge and agree that the inclusion of this Section 17 was separately bargained for and is a material term of this Agreement10(b).

Mutual Release. In consideration of the benefits afforded by this Agreement, (ai) The the Company, on including after the one hand, and Third Point and the Xxxxxxxxxxx Trust, on the other handPetition Date, on behalf of themselves and for all their respective estates, (ii) each Consenting Noteholder, (iii) the Administrative Agent and (iv) each Consenting Lender, on behalf of their past themselves and present affiliatedeach of the foregoing Parties’ predecessors, associated, related, parent successors and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective ownerscurrent and former shareholders, affiliates, subsidiaries, principals, employees, agents, officers, directors, partnersmanagers, limited trustees, partners, members, managers, principals, parents, subsidiaries, predecessor entities, agentsprofessionals, representatives, employees, shareholders, advisors, consultants, attorneys, heirsfinancial advisors, executorsaccountants, administrators, successors and assigns of any said person or entity, security holders of any said person or entityinvestment bankers, and any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released Persons”), irrevocably and unconditionally release, settle, acquit and forever discharge the other and all of their Released Persons, from any and all causes of action, claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related in any way to the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for election at the 2018 Annual Meeting consultants (collectively, the “Released Claims”Representatives” in their capacities as such); provided, howeverin each case in their capacity as such, forever and irrevocably release, discharge, and acquit each other and their respective Representatives of and from any and all claims, demands, liabilities, responsibilities, disputes, remedies, causes of action, indebtedness and obligations, rights, assertions, allegations, actions, suits, controversies, proceedings, losses, damages, injuries, reasonable attorneys’ fees, costs, expenses, or judgments of every type, whether known, unknown, asserted, unasserted, suspected, unsuspected, accrued, unaccrued, fixed, contingent, pending or threatened, including all legal and equitable theories of recovery, arising under common law, statute or regulation or by contract, of every nature and description, solely arising out of, in connection with, or relating to this release and waiver of Claims shall not include claims to enforce the terms of this (a) Agreement. , (b) The parties acknowledge the Term Loan Agreement and agree that they may be unaware the related loan documents (including any forbearance or waivers granted in connection therewith), and any actions taken by the Administrative Agent or Lender thereunder, including the exercise of remedies and acceleration of such debt, (c) the Second Lien Notes Indenture and the related loan documents (including any forbearance or may discover facts waivers granted in addition to connection therewith), and any actions taken by the Indenture Trustee or different from those which they now knowholders of Second Lien Notes thereunder, anticipate including the exercise of remedies and acceleration of such debt) and/or (d) in each case, any transactions contemplated hereunder or believe to be true related to thereunder, including any and all (x) so-called “lender liability” or concerning the Released Claims. The parties know that such presently unknown or unappreciated facts could materially affect the similar claims or defenses causes of a party action, (y) claims and causes of action arising under the Bankruptcy Code, and (z) claims and causes of action with respect to the validity, priority, perfection or parties. It is nonetheless the intent avoidability of the parties to give a full, complete and final release and discharge liens or claims of the Released Claims. In furtherance Administrative Agent, the First Lien Lenders or the holders of this intentionSecond Lien Notes; provided that, the releases herein given set forth in this section shall be limited to such claims arising prior to and remain in effect as full and complete releases with regard to including the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that endAgreement Effective Date and, with respect to the Released Claims onlyDebtors and their estates, shall be subject to the challenge provisions of the applicable DIP Order and any applicable Challenge; provided further, that, from and after the occurrence of a MW Settlement Termination Event this Section 6(e) and the releases set forth herein shall be null and void and of no further force and effect; provided, further, that the mutual releases in this Section 6(e) shall not affect or release any Party’s rights to enforce this Agreement, the parties expressly waive and relinquish any and all provisionsPlan or the other contracts, rights and benefits conferred by any law of the United States instruments, releases, agreements or of any state documents to be, entered into or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist delivered in their favor at the time of executing the release, which if known by the parties might have affected the Parties’ settlement. The parties acknowledge and agree that the inclusion of this Section 17 was separately bargained for and is a material term of connection with this Agreement, the Plan or the Restructuring.

Mutual Release. (a) The Company, on the one hand, Prime Landlord and Third Point Landlord for each of itself and the Xxxxxxxxxxx Trust, on the other hand, on behalf of themselves and for all of their past and present affiliatedits respective affiliates, associatedpartners, relatedmembers, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective ownersshareholders, officers, directors, partnersheirs, limited partnerssuccessors, representatives, executors, and assigns, and each of them (collectively, the “Landlord Releasing Parties”), does hereby absolutely, fully, and forever, release, relieve, waive, relinquish, and discharge each of Tenant and each of its affiliates, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employeespartners, shareholders, advisorsofficers, consultantsdirectors, attorneys, heirs, successors, representatives, executors, administrators, successors and assigns of any said person or entity, security holders of any said person or entityassigns, and any other person claiming (now or in the future) through or on behalf each of any them, of said persons or entities (collectively “Released Persons”), irrevocably and unconditionally release, settle, acquit and forever discharge the other and all of their Released Persons, from any and all manner of action or actions, cause or causes of action, claims, actionssuits, rightsdebts, judgmentsliabilities, demands, obligations, damagescosts, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, duesexpenses, sums of money, expensescontroversies, specialties and fees and costs damages, accounts, reckonings, and/or liens of every kind or nature whatsoever, at law or in equity (whether directcollectively, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever“Claims”), whether known or unknown, accrued or unaccrued, suspected or unsuspected, in their own rightwhich they shall or may have, representativelyown, derivatively or in any other capacityhold, in law or in equity or liabilities of whatever kind or characterby reason of, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner connection with, or relating to the allegationsLease. (b) Tenant for each of itself and on behalf of its respective affiliates, factspartners, eventsmembers, transactionsshareholders, actsofficers, occurrencesdirectors, statementsheirs, representationssuccessors, misrepresentationsrepresentatives, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related in any way to the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meetingexecutors, and the Company’s nomination assigns, and each of directors for election at the 2018 Annual Meeting them (collectively, the “Released ClaimsTenant Releasing Parties”); provided, howeverdoes hereby absolutely, this release fully, and waiver forever, release, relieve, waive, relinquish, and discharge each of Claims Prime Landlord and Landlord and each of its respective affiliates, members, managers, partners, shareholders, officers, directors, attorneys, heirs, successors, representatives, executors, and assigns, and each of them, of and from any and all Claims, whether known or unknown, accrued or unaccrued, suspected or unsuspected, which they shall not include claims or may have, own, or hold, by reason of, arising out of or in connection with, or relating to enforce the terms of this AgreementLease. (bc) The parties Each of the Landlord Releasing Parties and the Tenant Releasing Parties acknowledge that effective as of the Effective Date, each of the releases given herein shall be effective as a full and agree final accord and satisfaction and settlement of, and as a bar to, each and every claim, suit, demand, damage, debt, account, cost, expense, lien, action, and cause of action which the releasing party has, may have in the future, or has had against each party so released. In connection with such waiver and relinquishment, each of the Landlord Releasing Parties and the Tenant Releasing Parties acknowledge that they are aware that their attorneys may be unaware of or may hereafter discover facts different from or in addition to or different from those the facts which they their attorneys now know, anticipate know or believe to be true related with respect to the Claims being released by such parties under this Section 3, but that it is their intention by the releases given herein to fully, finally, absolutely, and forever settle any and all claims, disputes, and differences which do now exist, may exist, or concerning the Released Claims. The parties know heretofore have existed with each party so released, and 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 in furtherance of this intention, such intention each of the releases herein given shall be and remain in effect as full and complete general releases with regard to the Released Claims notwithstanding the discovery or existence of any such different or additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the parties might have affected the Parties’ settlement. The parties acknowledge and agree that the inclusion of this Section 17 was separately bargained for and is a material term of this Agreementfacts.

Mutual Release. (a) The To the extent permitted by law, the Company, on the one hand, and Third Point and the Xxxxxxxxxxx Trustmembers of the Vintage Group, on the other hand, on behalf of themselves and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective owners, officers, directors, partners, limited partners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, shareholders, advisors, consultants, attorneys, heirs, executors, administrators, successors and assigns of any said such person or entity, security holders of any said such person or entity, and any other person claiming (now or in the future) through or on behalf of any of said such persons or entities (collectively “Released Persons”), irrevocably and unconditionally release, settle, acquit and forever discharge the other and all of their Released Persons, from any and all causes of action, claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which that have arisen, could have arisen, arisen or arise now, or hereafter may arise out of or now and relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, in or otherwise related in any way to the Stocklist DemandCompany’s or the Vintage Group’s disclosure filings made on or prior to the date of this Agreement with respect to Vintage, the Books and Records DemandCompany, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point Vintage’s proxy contest at the 2018 2014 Annual Meeting, and the 2014 Annual Meeting or the Company’s nomination of directors for election at the 2018 2014 Annual Meeting (collectively, the “Released Claims”); provided, however, this release and waiver of Claims shall not include claims (i) to enforce the terms of this Agreement. Agreement (bii) The parties 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 Xxxxxxx Xxxxxx or concerning the Released Claims. The parties know (iii) that such presently are unknown or unappreciated facts could materially affect the claims or defenses of a party or parties. It is nonetheless the intent as 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 full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the parties might have affected the Parties’ settlement. The parties acknowledge and agree that the inclusion of this Section 17 was separately bargained for and is a material term of this Agreementdate hereof.

Mutual Release. (a) The CompanyIn consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TechPrecision, for its own account and for the account of all of its present and former shareholders, members, affiliates, subsidiaries, divisions, directors, officers, employees, representatives, agents, managers, counsel, advisors and insurers and all of their respective heirs, representatives, trustees, executors, administrators, employees, officers, directors, members, managers, agents, counsel, predecessors, successors and assigns, on the one hand, and Third Point the Sellers' Representative, for its own account and for the Xxxxxxxxxxx Trustaccount of each of the Sellers and all of their present and former shareholders, members, affiliates, subsidiaries, divisions, directors, officers, employees, representatives, agents, managers, counsel, advisors and insurers and all of their respective heirs, representatives, trustees, executors, administrators, employees, officers, directors, members, managers, agents, counsel, predecessors, successors and assigns of each of them, on the other hand, on behalf of themselves and for all of their past and present affiliatedhereby each remise, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective owners, officers, directors, partners, limited partners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, shareholders, advisors, consultants, attorneys, heirs, executors, administrators, successors and assigns of any said person or entity, security holders of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released Persons”), irrevocably and unconditionally release, settle, acquit release and forever discharge the each other of and all of their Released Persons, from any and all causes of actionmanner of, claimssuits, actionsdebts, rights, judgments, obligationslosses, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountingsaccounts, bonds, bills, debts, dues, sums of money, costs, expenses, specialties warranties, representations, covenants, contracts, agreements, promises, judgments, executions, claims, demands, liabilities, obligations, actions, causes and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, causes of whatever nature) incurred in connection therewith action of any kind nature whatsoever, whether at law or in equity, direct or indirect, known or unknown, suspected matured or unsuspectedunmatured, in their own rightliquidated or unliquidated, representatively, derivatively choate or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which have arisen, could have arisen, arise now, or hereafter may inchoate that arise out of the Stock Purchase Agreement ("Xxxxxx"). This mutual release is intended to be a full resolution of all claims that were asserted or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions could have been asserted by TechPrecision or any of the Sellers against each other matterarising out of the Stock Purchase Agreement, thing, or cause whatsoever, the Escrow Agreement or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related agreement entered into in any way to the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for election at the 2018 Annual Meeting (collectively, the “Released Claims”); provided, however, this release and waiver of Claims shall not include claims to enforce the terms of this Agreementconnection therewith. (b) The parties 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 full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the parties might have affected the Parties’ settlement. The parties acknowledge and agree that the inclusion of this Section 17 was separately bargained for and is a material term of this Agreement.

Mutual Release. (a) The Company, on the one hand, and Third Point and the Xxxxxxxxxxx Sxxxxxxxxxx Trust, on the other hand, on behalf of themselves and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective owners, officers, directors, partners, limited partners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, shareholders, advisors, consultants, attorneys, heirs, executors, administrators, successors and assigns of any said person or entity, security holders of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released Persons”), irrevocably and unconditionally release, settle, acquit and forever discharge the other and all of their Released Persons, from any and all causes of action, claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related in any way to the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for election at the 2018 Annual Meeting (collectively, the “Released Claims”); provided, however, this release and waiver of Claims shall not include claims to enforce the terms of this Agreement. (b) The parties 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 full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the parties might have affected the Parties’ settlement. The parties acknowledge and agree that the inclusion of this Section 17 was separately bargained for and is a material term of this Agreement.

Mutual Release. (ai) The Company, on the one handMSC, and Third Point any entity which MSC maintains a direct or indirect controlling or majority interest, hereby releases and forever discharges SSRG and the Xxxxxxxxxxx TrustParent, on the other hand, on behalf of themselves their respective present and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective ownersfuture directors, officers, directorsmanagers, partners, limited partnersagents, membersconsultants, managers, principals, parents, subsidiaries, predecessor entities, agentsemployees, representatives, employees, shareholders, advisors, consultants, attorneys, heirsand insurers, executorsas applicable, administrators, together with all successors and assigns of any said person or entityof the foregoing (collectively, security holders of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released PersonsSSRG Releasees”), irrevocably of and unconditionally releasefrom all claims, settledemands, acquit and forever discharge the other and all of their Released Personsactions, from any and all causes of action, claimsrights of action, actionscontracts, rightscontroversies, judgmentscovenants, obligations, agreements, damages, amountspenalties, demandsinterest, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of moneyfees, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatever whatsoever kind, nature) incurred in connection therewith of any kind whatsoever, whether or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in their own rightcontract, representativelytort, derivatively or in any other capacitylaw, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreignequity, or common law or otherwise, under the laws of any other relevant jurisdiction jurisdiction, that SSRG or Parent, and any entity with which SSRG or Parent is affiliated or in which it maintains a direct or indirect controlling or majority interest, or their predecessors, officers, directors, partners, employees, agents, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against SSRG Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the date of this Agreement (“SSRG Claims”); and (ii) SSRG and the Parent, and any entity which SSRG or the Parent maintain a direct or indirect controlling or majority interest, hereby release and forever discharge MSC, its present and future directors, officers, managers, partners, agents, consultants, employees, representatives, attorneys, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “MSC Releasees”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that MSC, and any entity with which MSC is affiliated or in which it maintains a direct or indirect controlling or majority interest, or their predecessors, officers, directors, partners, employees, agents, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the MSC Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the date of this Agreement (“MSC Claims” and with the SSRG Claims, the “Claims”), which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner . Notwithstanding anything herein to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related in any way to the Stocklist Demandcontrary, the Books release of the MSC Claims and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for election at the 2018 Annual Meeting (collectively, the “Released Claims”); provided, however, this release and waiver of SSRG Claims shall not include release any claims to enforce the terms of or responsibilities under this Agreement. (b) The parties 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 understood and agreed that 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 full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties Parties hereby expressly waive and relinquish any and all provisionslaws or statutes, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdictionjurisdiction whatsoever, or principle of common law, under which may provide that a general release does not extend to claims which the parties do not know known or suspect suspected to exist in their favor at the time of executing the release, a release which if known by the parties might would have materially affected the Parties’ settlementdecision to give said release. The parties acknowledge It is expressly intended and agree agreed that this Agreement does in fact extend to such unknown or unsuspected Claims related to anything which has happened to the inclusion of this Section 17 was separately bargained for and is a material term of this Agreementdate hereof even if knowledge thereof would have materially affected the decision to give said release.

Mutual Release. (a) The CompanyIn consideration of the covenants, on the one handagreements, and Third Point undertakings of the Parties under this Termination and Release Agreement, effective upon the Xxxxxxxxxxx Trustreceipt of payment by Generating Alpha Ltd. of the Termination Payment, on the other handeach Party, on behalf of themselves itself and for all of their past its respective present and present affiliatedformer parents, associatedsubsidiaries, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective ownersaffiliates, officers, directors, partners, limited partnersshareholders, members, managerssuccessors, principalsand assigns (collectively, "Releasors") hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, predecessor entitiesaffiliates, employees, officers, directors, shareholders, members, agents, representatives, employeespermitted successors, shareholdersand permitted assigns predecessors, advisorsagents, consultantssubrogees, attorneysinsurers, heirspersonal representatives, executorslegal representatives, administratorstransferees, assigns and successors and assigns in interest of any said person or entity, security holders of any said person or entityassigns, and any firm, trust, partnership, corporation, investment vehicle, fund or other person claiming entity managed or controlled by the Parties (now or in the futurecollectively, "Releasees") through or on behalf of any of said persons or entities (collectively “Released Persons”), irrevocably and unconditionally release, settle, acquit and forever discharge the other and all of their Released Persons, from any and all actions, causes of action, claims, actions, rights, judgments, obligations, damages, amounts, demandssuits, losses, controversiesliabilities, contentions, complaints, promises, accountings, bonds, billsrights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, specialties liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and fees demands, including all federal, state, local, foreign and costs any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), complaints, defenses, debts, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments and demands of any nature whatsoever, in law or equity, known or unknown, of any kind, or from any other conduct, act, omission or failure to act, whether directnegligent, indirect intentional, with or consequentialwithout malice, incidental (collectively, "Claims"), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Termination and Release Agreement arising out of or relating to the Transaction Documents, except for any Claims relating to rights and obligations preserved by, created by, or otherwise includingarising out of this Termination and Release Agreement. (b) Each Releasor understands that it may later discover Claims or facts that may be different from, without limitationor in addition to, attorney’s fees those that it or court costsany other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 4, and which, if known at the time of whatever nature) incurred signing this Termination and Release Agreement, may have materially affected this Termination and Release Agreement and such Party's decision to enter into it and grant the release contained in connection therewith of any kind whatsoeverthis Section 4. Nevertheless, the Releasors intend to fully, finally, and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 4, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related in any way to the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for election at the 2018 Annual Meeting (collectively, the “Released Claims”); provided, however, this release given herein is and waiver of Claims shall not include claims to enforce the terms of this Agreement. (b) The parties 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 will remain in effect as full and a complete releases with regard to the Released Claims release, notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the parties might have affected the Parties’ settlementfacts. The parties acknowledge and agree Releasors hereby waive any right or Claim that the inclusion might arise as a result of this Section 17 was separately bargained for and is a material term of this Agreementsuch different or additional Claims or facts.

Mutual Release. (ai) The Company, on the one handJoytoto and Joyon Entertainment, and Third Point any entity which Joytoto and the Xxxxxxxxxxx TrustJoyon Entertainment maintain a direct or indirect controlling or majority interest, on the other handhereby release and forever discharge Pollex, on behalf of themselves its respective present and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective ownersfuture directors, officers, directorsmanagers, partners, limited partnersagents, membersconsultants, managers, principals, parents, subsidiaries, predecessor entities, agentsemployees, representatives, employees, shareholders, advisors, consultants, attorneys, heirsand insurers, executorsas applicable, administrators, together with all successors and assigns of any said person or entityof the foregoing (collectively, security holders of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released PersonsPollex Releasees”), irrevocably of and unconditionally releasefrom all claims, settledemands, acquit and forever discharge the other and all of their Released Personsactions, from any and all causes of action, claimsrights of action, actionscontracts, rightscontroversies, judgmentscovenants, obligations, agreements, damages, amountspenalties, demandsinterest, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of moneyfees, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatever whatsoever kind, nature) incurred in connection therewith of any kind whatsoever, whether or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in their own rightcontract, representativelytort, derivatively or in any other capacitylaw, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreignequity, or common law or otherwise, under the laws of any other relevant jurisdiction jurisdiction, that Pollex, and any entity with which Pollex is affiliated or in which it maintains a direct or indirect controlling or majority interest, or their predecessors, officers, directors, partners, employees, agents, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against Pollex Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the date of this Agreement (“Pollex Claims”); and (ii) Pollex, and any entity which Pollex maintains a direct or indirect controlling or majority interest, hereby releases and forever discharges Joyoto and Joyon Entertainment, its present and future directors, officers, managers, partners, agents, consultants, employees, representatives, attorneys, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Joytoto Releasees”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that Joytoto and Joyon Entertainment, and any entity with which Joytoto and Joyon Entertainment is affiliated or in which it maintains a direct or indirect controlling or majority interest, or their predecessors, officers, directors, partners, employees, agents, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Joytoto Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the date of this Agreement (“Joytoto Claims” and with the Pollex Claims, the “Claims”), which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner . Notwithstanding anything herein to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related in any way to the Stocklist Demandcontrary, the Books release of the Joytoto Claims and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for election at the 2018 Annual Meeting (collectively, the “Released Claims”); provided, however, this release and waiver of Pollex Claims shall not include release any claims to enforce the terms of or responsibilities under this Agreement. (b) The parties 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 understood and agreed that 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 full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties Parties hereby expressly waive and relinquish any and all provisionslaws or statutes, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdictionjurisdiction whatsoever, or principle of common law, under which may provide that a general release does not extend to claims which the parties do not know known or suspect suspected to exist in their favor at the time of executing the release, a release which if known by the parties might would have materially affected the Parties’ settlementdecision to give said release. The parties acknowledge It is expressly intended and agree agreed that this Agreement does in fact extend to such unknown or unsuspected Claims related to anything which has happened to the inclusion of this Section 17 was separately bargained for and is a material term of this Agreementdate hereof even if knowledge thereof would have materially affected the decision to give said release.

Mutual Release. (a) The To the extent permitted by law, the Company, on the one hand, and Third Point and the Xxxxxxxxxxx Trustmembers of the Vintage Group, on the other hand, on behalf of themselves and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective owners, officers, directors, partners, limited partners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, shareholders, advisors, consultants, attorneys, heirs, executors, administrators, successors and assigns of any said such person or entity, security holders of any said such person or entity, and any other person claiming (now or in the future) through or on behalf of any of said such persons or entities (collectively “Released Persons”), irrevocably and unconditionally release, settle, acquit and forever discharge the other and all of their Released Persons, from any and all causes of action, claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which that have arisen, could have arisen, arisen or arise now, or hereafter may arise out of or now and relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, in or otherwise related in any way to the Stocklist DemandCompany’s or the Vintage Group’s disclosure filings made on or prior to the date of this Agreement with respect to Vintage, the Books and Records DemandCompany, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point Vintage’s proxy contest at the 2018 2014 Annual Meeting, and the 2014 Annual Meeting or the Company’s nomination of directors for election at the 2018 2014 Annual Meeting (collectively, the “Released Claims”); provided, however, this release and waiver of Claims shall not include claims (i) to enforce the terms of this Agreement. Agreement (bii) The parties 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 Kxxxxxx Xxxxxx or concerning the Released Claims. The parties know (iii) that such presently are unknown or unappreciated facts could materially affect the claims or defenses of a party or parties. It is nonetheless the intent as 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 full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the parties might have affected the Parties’ settlement. The parties acknowledge and agree that the inclusion of this Section 17 was separately bargained for and is a material term of this Agreementdate hereof.

Mutual Release. (a) The CompanyEach of the Parent Parties, on the one hand, and Third Point and the Xxxxxxxxxxx TrustCompany, on the other hand, on their own behalf and on behalf of themselves their respective parent entities, controlling persons, associates, affiliates or subsidiaries and for each and all of their respective past and present affiliatedor present, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective ownersdirect or indirect, officers, directors, partners, limited partners, members, managersstockholders, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, shareholdersattorneys, financial or investment advisors, consultants, attorneysaccountants, investment bankers, commercial bankers, entities providing fairness opinions, advisors or agents, insurers, heirs, executors, trustees, general or limited partners or partnerships, investment funds, limited liability companies, members, joint ventures, personal or legal representatives, estates, administrators, predecessors, successors or assigns (collectively, the “Releasing Persons”) shall and assigns of any said person or entityshall be deemed to have completely, security holders of any said person or entityfully, finally and forever compromised, settled, released, discharged, extinguished, relinquished, and dismissed with prejudice any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released Persons”)claims, irrevocably and unconditionally releasedemands, settlerights, acquit and forever discharge the other and all of their Released Personsactions, from any and all causes of action, claims, potential actions, rightsliabilities, damages, diminutions in value, debts, losses, obligations, judgments, obligationsinterest, damagespenalties, amountsfines, demandssanctions, lossesfees, duties, suits, costs, expenses, matters, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, whether issues known or unknown, contingent or absolute, suspected or unsuspected, in their own rightdisclosed or undisclosed, representativelyliquidated or unliquidated, derivatively matured or unmatured, accrued or unaccrued, apparent or unapparent, including known claims and Unknown Claims (defined below), whether individual, direct, class, derivative, representative, legal, equitable or of any other type or asserted in any other capacity, that have been or could have been, asserted in law any court, tribunal or in equity or liabilities of whatever kind or characterproceeding (including, but not limited to, any claims arising under federal, state, foreign, statutory or common law law, including the federal or state securities, antitrust, and disclosure laws or any claims that could be asserted derivatively on behalf of any Parent Party or the laws of any other relevant jurisdiction (the “Claims”Company, as applicable), which have arisen, could have arisen, arise nowby or on behalf of such party or any of its Releasing Persons, or hereafter may which arise out of or relate in any manner to the allegationsstockholdings of any stockholder of any Parent Party or the Company, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoeveras applicable, or any series thereofsuch shareholder's status as a shareholder of such party, embracedagainst the Company (in the case of Releasing Persons that include the Parent Parties or their shareholders) or the Parent Parties (in the case of Releasing Persons that include the Company or its shareholders), involvedor any of their respective parent entities, controlling persons, associates, affiliates or subsidiaries and each and all of their respective past or present, direct or indirect, officers, directors, stockholders, principals, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, entities providing fairness opinions, advisors or agents, insurers, heirs, executors, trustees, general or limited partners or partnerships, investment funds, limited liability companies, members, joint ventures, personal or legal representatives, estates, administrators, predecessors, successors or assigns (the “Released Persons”), which the Releasing Persons ever had, now have, or may in the future have by reason of, arising out of, relating to, or in connection with the acts, events, facts, matters, transactions, occurrences, statements or representations, or any other matter whatsoever set forth inin or otherwise related, directly or indirectly, to the Merger Agreement, the Merger or other transactions contemplated therein, any term, condition or circumstance of the Merger or the events that preceded the Termination, or otherwise related disclosures made in any way to connection with the Stocklist DemandMerger Agreement, the Books Merger or the Termination (including any alleged misstatements or omissions or the adequacy and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination completeness of directors for election at the 2018 Annual Meeting such disclosures) (collectively, the “Released Settled Claims”); provided, however, this release and waiver of that the Settled Claims shall not include any claims to enforce this Termination Agreement and any rights, obligations, privileges or claims that such parties may have under the terms of this Asset Purchase Agreement. (b) The parties acknowledge Each of the Parent Parties, on the one hand, and agree the Company, on the other hand, on its own behalf and on behalf of its Releasing Persons, acknowledges that they may be unaware of or may discover facts in addition to or different from those which they now know, anticipate known or believe believed 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 full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, by them with respect to the Released Claims onlySettled Claims, but that it is the parties expressly waive intention of such party on its own behalf and relinquish on behalf of its Releasing Persons, to completely, fully, finally, and forever compromise, settle, release, discharge, extinguish, and dismiss any and all provisionsSettled Claims, rights known or unknown, suspected or unsuspected, contingent or absolute, accrued or unaccrued, apparent or unapparent, which now exist, or heretofore existed, or may hereafter exist, and benefits conferred by any law without regard to the subsequent discovery of additional or different facts. Each of the United States or Parent Parties, on the one hand, and the Company, on the other hand, on its own behalf and on behalf of any state or territory its Releasing Persons, acknowledges that “Unknown Claims” are expressly included in the definition of “Settled Claims,” and that such inclusion was expressly bargained for and was a key element of this Termination Agreement and the release set forth in this Section 3 and was relied upon by each and all of the United States Released Persons in entering into this Termination Agreement. “Unknown Claims” means any claim that a party or any of any other relevant jurisdiction, or principle of common law, under which a general release its Releasing Persons does not extend to claims which the parties do not know or suspect to exist exists in their his, her, or its favor at the time of executing the releaserelease of the Settled Claims as against the Released Persons, which including without limitation those which, if known by the parties known, might have affected the Parties’ settlement. The parties acknowledge and agree that the inclusion of decision to enter into this Section 17 was separately bargained for and is a material term of this Termination Agreement.

Mutual Release. (a) The CompanyExcept for their respective obligations, -------------- representations, warranties and covenants arising under this Agreement, each of the Seller and XxXxxxxxx, on the one hand, and Third Point and the Xxxxxxxxxxx TrustCompany, on the other handhand (for himself or itself, on behalf of themselves and for all of their past and present affiliatedhis or its agents, associated, related, parent and subsidiary entities, joint ventures and partnershipsheirs, successors, assigns, executors and/or administrators) does hereby and forever mutually release and discharge the other, and the other's past and present parent, subsidiary, sister and affiliated corporations, divisions or other related entities, including, without limitation, in the case of the Company, Green Equity Investors II, L.P., Xxxxxxx Xxxxx & Partners, L.P., and the respective ownerspartners, employees, agents and affiliates thereof, employee benefit plans and fiduciaries of the foregoing, as well as the successors, shareholders, partners, officers, directors, partnersheirs, limited partnerspredecessors, members, managers, principals, parents, subsidiaries, predecessor entitiesassigns, agents, representatives, employees, shareholdersattorneys and representatives of each of them, advisors, consultants, attorneys, heirs, executors, administrators, successors and assigns of any said person past or entity, security holders of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released Persons”), irrevocably and unconditionally release, settle, acquit and forever discharge the other and all of their Released Personspresent, from any and all causes of actionactions, actions, judgments, liens, debts, contracts, indebtedness, damages, losses, claims, actionsliabilities, rights, judgmentsinterests and demands of whatsoever kind or character, obligationsknown or unknown, damagessuspected to exist or not suspected to exist, amountsanticipated or not anticipated, demandswhether or not heretofore brought before any state or federal court or before any state or federal agency or other governmental entity, losseswhich any such party has or may have against any released person or entity by reason of any and all acts, controversiesomissions, contentionsevents or facts occurring or existing prior to the date hereof, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, all claims attributable to the ownership of whatever nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law the Shares and the Options or the laws sale or conveyance of any other relevant jurisdiction the Purchased Shares under this Agreement (except for the “Claims”), which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statementsparties' respective obligations, representations, misrepresentationswarranties and covenants arising under this Agreement), omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related in any way all claims attributable to the Stocklist Demandemployment of XxXxxxxxx, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for election at the 2018 Annual Meeting (collectively, the “Released Claims”); provided, however, this release and waiver of Claims shall not include all claims to enforce the terms of this Agreement. (b) The parties 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 full and complete releases with regard attributable to the Released Claims notwithstanding the discovery or existence termination of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish any employment and all provisionsclaims arising under any federal, rights and benefits conferred by any law of the United States or of any state or territory of the United States other governmental statute, regulation or of any other relevant jurisdiction, ordinance or principle of common law, under such as, for example and without limitation, Title VII of the Civil Rights Act of 1964 which a general release does not extend to claims prohibits discrimination and harassment on the basis of sex, race, color, national origin and religion, the Civil Rights Act of 1866, the Age Discrimination in Employment Act which prohibits discrimination on the parties do not know or suspect to exist in their favor at basis of age over 40, the time California Fair Employment Act which prohibits discrimination on the basis of executing race, religion, creed, color, national origin, ancestry, disability, medical condition, age over 40 and sex, the releaseCalifornia Labor Code, which if known by the parties might have affected the Parties’ settlement. The parties acknowledge and agree that the inclusion of this Section 17 was separately bargained for and is a material term of this Agreementwrongful termination claims.

Mutual Release. (a) The Upon the Closing, including receipt of the New Note, in the case of the Investor, and the Exchanged Shares and Subordination Agreement, in the case of the Company, on the one handeach respective Party hereto, and Third Point and the Xxxxxxxxxxx Trustfor itself, on the other handits successors, on behalf of themselves and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successorspredecessors, assigns, and the respective ownerssubsidiaries, parents, affiliates and/or related entities, as well as their officers, directors, partners, limited partnersowners, members, managersemployees, principalspartners, agents, guarantors, investors, and/or any other successor in interest, hereby, and from the beginning of time through the date of the Transaction Documents, releases, acquits and forever discharges the other Party, its successors, predecessors, assigns, subsidiaries, parents, subsidiariesaffiliates and/or related entities, predecessor entitiesas well as their officers, directors, owners, members, employees, partners, agents, representatives, employees, shareholders, advisors, consultants, attorneys, heirsguarantors, executorsinvestors, administrators, successors and assigns of any said person or entity, security holders of any said person or entity, and and/or any other person claiming (now or successor in the future) through or on behalf of any of said persons or entities (collectively “Released Persons”), irrevocably and unconditionally release, settle, acquit and forever discharge the other and all of their Released Personsinterest, from any and all claims, counterclaims, demands, actions, causes of action, claims, actions, rights, judgments, obligations, damages, amountscosts, demandsexpenses, lossesfees, controversies, contentions, complaints, promises, accountings, bonds, billssuits, debts, dues, sums of money, expensesaccounts, specialties bonds, bills, contracts, covenants, controversies, variances, judgments, obligations and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind other liabilities whatsoever, whether known or unknown, suspected whether foreseen or unsuspectedunforeseen, in their own right, representatively, derivatively or in any other capacity, whether in law or in equity equity, whether compulsory or liabilities of whatever kind permissive, whether sounding in tort, contract, fraud, statutory or character, regulatory violation or whether arising under federal, state, foreigncommon, statutory or foreign law, or common law or the laws of any other relevant jurisdiction (the “Claims”)law, which have arisen, could have arisen, arise now, rule or hereafter may regulation that arise out of or relate in any manner way to the allegationsPrior Note, factsincluding, eventsbut not limited to, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related the Business Combination Agreement as it relates in any way to the Stocklist DemandPrior Note, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for election at the 2018 Annual Meeting (collectively, the “Released Claims”); provided, however, this release and waiver of Claims shall not include claims to enforce the terms of this Agreementamounts due or payable thereunder or shares issuable upon conversion thereof. (b) The parties 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 full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the parties might have affected the Parties’ settlement. The parties acknowledge and agree that the inclusion of this Section 17 was separately bargained for and is a material term of this Agreement.

Mutual Release. (a) The Company, on the one hand, and Third Point and the Xxxxxxxxxxx TrustShareholder Group, on the other hand, on behalf of themselves and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective owners, officers, directors, partners, limited partners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, shareholders, advisors, consultants, attorneys, heirs, executors, administrators, successors and assigns of any said such person or entity, security holders of any said such person or entity, and any other person claiming (now or in the future) through or on behalf of any of said such persons or entities (collectively “Released Persons”), irrevocably and unconditionally release, settle, acquit and forever discharge the other and all of their Released Persons, from any and all causes of action, claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which that have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, in connection with, set forth in, in or otherwise related in any way to the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point Group’s proxy contest at the 2018 2014 Annual Meeting, Meeting and the Company’s nomination of directors for election at the 2018 2014 Annual Meeting (collectively, the “Released Claims”); provided, however, provided that this release and waiver of Claims shall not include claims to enforce the terms of this Agreement; and provided further that if a Person (the “Asserting Person”) takes legal action against a Released Person (the “Defending Person”) relating to the Company, matters involving the Company, or the events leading up to the execution of this agreement, the Defending Person shall not be limited in asserting against that Asserting Person any Claims that for other purposes are Released Claims pursuant to this Section in responding to or defending itself in such action. (b) The parties hereto 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 hereto 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 hereto 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 full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties hereto expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which that the parties do not know or suspect to exist in their favor at the time of executing the release, which release that if known by the parties might have affected the Partiesparties’ settlement. The parties Parties acknowledge and agree that the inclusion of this Section 17 23 was separately bargained for and is a material term of this Agreement.

Mutual Release. (a) The CompanyEffective as of Closing, on the one hand, and Third Point and the Xxxxxxxxxxx Trust, on the other hand, Buyer on behalf of themselves itself and for all each of their past its Affiliates, the Buyer’s and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the its respective owners, Affiliates’ respective officers, directors, partnersemployees, limited partnersagents and representatives and each such Person’s respective successors and assigns (the “Buyer Releasors”), membersand each of the Sellers on behalf of itself and its Affiliates, managersthe Sellers’ and its respective Affiliates’ respective officers, principals, parents, subsidiaries, predecessor entities, agents, representativesdirectors, employees, shareholdersagents and representatives, advisors, consultants, attorneys, heirs, executors, administrators, and each such Person’s respective successors and assigns of any said person or entity(the “Sellers Releasors” and collectively with the Buyer Releasors, security holders of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released PersonsReleasors”), irrevocably do, to the fullest extent permitted by Law, hereby generally, irrevocably, forever, fully and unconditionally release, settlewaive and discharge, acquit with respect to the Buyer Releasors, each of the Sellers and forever discharge their respective Affiliates, the other Sellers’ and all their respective Affiliates’ respective officers, directors, employees, agents and representatives, and each such Person’s respective successors and assigns (the “Seller Releasees”), and with respect to the Sellers Releasors, each of the Buyer, the Companies and their Released Personsrespective Affiliates, the Buyer’s, the Companies’ and their respective Affiliates’ respective officers, directors, employees, agents and representatives, and each such Person’s respective successors and assigns (the “Buyer Releasees” and collectively with the Seller Releasees, the “Releasees”), from and with respect to any and all causes Liabilities, Actions, and Losses (including attorney’s, financial advisor’s or other fees), interests, judgments, decrees, matters and issues (“Claims”), of any kind, nature or description, whether known or unknown, disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, matured or unmatured, disputed or undisputed, liquidated or unliquidated, secured or unsecured, perfected or unperfected, subordinated or unsubordinated, joint or several, vested or unvested, executory, determined determinable or otherwise, whether or not the same is required to be accrued on the financial statements of any Person and howsoever arising, whether based on any Law or right of action, claimsand whether arising under any contract, actionsagreement, rightsarrangement, judgmentscommitment or undertaking or in tort, obligationswhich Releasors, damagesor any of them, amountsever had or now have or can have or shall or may hereafter have against the Releasees (the “Released Matters”). The releases contemplated by this Section 8.6(a) are intended to be as broad as permitted by Law and are intended to, demandsand do, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith extinguish all Claims of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law at Law or in equity or liabilities otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) with respect to the Released Matters that have existed or occurred at any time prior to and including the effectiveness of whatever kind the Transactions contemplated hereby. 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 character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”similar Law), which have arisenprovides: For the avoidance of doubt, could have arisenfor purposes of this Section 8.6, arise now, or hereafter may arise out Affiliates of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related in any way to the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for election at the 2018 Annual Meeting (collectively, the “Released Claims”); provided, however, this release and waiver of Claims Financing Partner shall not include claims to enforce the terms of this AgreementFinancing Partner’s portfolio companies, joint ventures, investment or investment holding structures, third-party managed investment vehicles, and similar entities (other than the Buyer and Saffron HoldCo). (b) The parties acknowledge and agree Notwithstanding anything to the contrary in the foregoing, nothing in Section 8.6(a) shall apply to: (i) any Claims that they any Sellers Releasors may be unaware of have against any current or may discover facts in addition to former director 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 officer 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 full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States Seller or of any state current or territory former Affiliate of the United States Seller (other than the Companies), any current or former Affiliate of the Seller (other than the Companies), Silicon Valley Bank, Silicon Valley Bridge Bank, N.A. or First-Citizens Bank & Trust Company; (ii) any other relevant jurisdictionSeller Indemnifiable Claim or Buyer Indemnifiable Claim, as applicable; or (iii) any member of the Management Team, none of whom will be deemed Releasors or principle of common lawReleasees, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor at the time of executing the releaseit being understood and agreed, which if known by the parties might have affected the Parties’ settlement. The parties acknowledge and agree however, that the inclusion Seller and each member of this the Management Team will, at Closing, execute and deliver a Mutual Release Agreement as set forth in Section 17 was separately bargained for 1.11(a)(vii) and is a material term of this AgreementSection 1.11(b)(vii).

Mutual Release. The Parties have agreed to fully and finally compromise and settle, for good and valuable consideration, the controversies and disputes between them as asserted or which could have been asserted directly or indirectly solely in connection with the thirteen (13) Notices of Violation and Orders to Pay Penalty, currently pending before the Township’s Construction Board of Appeals. In exchange for the Parties’ dismissal of all currently pending claims, all claims that could have been brought to date, and/or future claims arising out of the August 29, 2010 fire, which accrued prior to the date of this Agreement, and the consideration provided for under this Agreement, the Parties agree to mutually release and give up any and all claims and rights which they have or may have against each other, whether known or unknown. (a) The CompanyParties hereby knowingly and voluntarily release and forever discharge the other Party, on the one handfor itself, successors, and Third Point assigns and the Xxxxxxxxxxx Trusteach of its officers, on directors, managers, members, shareholders, subsidiaries and affiliates, and hereby further release, remise and forever discharge the other hand, on behalf of themselves Party and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnershipsits respective predecessors, successors, assigns, and the respective ownersmanagers, shareholders, representatives, parent corporations, subsidiaries, affiliates, agents, servants, employees, attorneys, consultants, officers, directors, partners, limited partners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, shareholders, advisors, consultants, attorneys, heirs, executors, administrators, successors each in their corporate and assigns of any said person or entity, security holders of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released Persons”), irrevocably and unconditionally release, settle, acquit and forever discharge the other and all of their Released Personsindividual capacities, from any and all claims or causes of action, claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums counterclaims and cross-claims arising out of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner way related to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, Notices of Violation and Orders to Pay Penalty as set forth in, or otherwise related in any way to the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for election at the 2018 Annual Meeting (collectively, the “Released Claims”); provided, however, this release and waiver of Claims shall not include claims to enforce the terms of this Agreement. (b) The parties acknowledge This Agreement specifically 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 full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish generally includes any and all provisionsclaims, rights violations, counterclaims, cross-claims, causes of action, suits, debts, sums of money, accounts, reckonings, covenants, contracts, controversies, affirmative defenses, agreements, promises, rights, variances, trespasses, damages, judgments, executions, claims, demands, and benefits conferred by any law of the United States or liabilities of any state kind (upon any legal or territory of the United States or of any other relevant jurisdictionequitable theory, or principle of whether contractual, common law, under statutory, federal, state, local or otherwise, and including, but not limited to, any claims for attorneys’ fees, costs and disbursements of any kind), whether known or unknown whatsoever, that each of the Parties ever had, now have, or hereafter can, shall, or may claim to have against the other Party solely in connection with the August 29, 2010 fire at the Property. (c) Without limiting the generality of the foregoing set forth above, the Parties and each of their officers, directors, managers, members, shareholders, subsidiaries and affiliates, hereby further releases, remises and forever discharges the other Party and its respective predecessors, successors, assigns, managers, shareholders, representatives, parent corporations, subsidiaries, affiliates, agents, servants, employees, attorneys, consultants, officers, directors, each in their corporate and individual capacities, from any and all claims or causes of action arising out of or in any way related to the Notices of Violation and Orders to Pay Penalty issued to Apex by the Township solely in connection with the August 29, 2010 fire at the Property. (d) No other parties, except Apex and the Township, shall be deemed subject to the terms of this Agreement. This Agreement shall be deemed to apply only to Apex and the Notices of Violation and Orders to Pay Penalty issued to it. This Agreement shall not operate so as to release any other party, entity or individual which a general release does not extend has previously or may in the future receive Notices of Violation and Orders to Pay Penalty in connection with and arising out of the August 29, 2010 fire at the Property, or otherwise. (e) This Agreement expressly includes any and all past and present claims arising from the beginning of time to the date hereof by either Party against the other Party, solely in connection with and arising out of the August 29, 2010 fire at the Property, about which the parties do other Party does not know or suspect to exist in their favor at the time of executing the releaseits favor, which whether through ignorance, oversight, error, negligence or otherwise, and which, if known by the parties might have affected known, would materially affect the Parties’ settlement. The parties acknowledge and agree that the inclusion of this Section 17 was separately bargained for and is a material term of decision to enter into this Agreement.

Mutual Release. (a) The Effective as of the Closing Date and the payment of the entire Purchase Price by the Purchaser to the Sellers, the Purchaser, each of the Sellers, and the Company, on the one handfor each of them and their respective, and Third Point and the Xxxxxxxxxxx Trust, on the other hand, on behalf of themselves and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnershipsas applicable, successors, assignslegal representatives, assigns and all persons claiming by, through or under them, and the respective ownerseach of their respective, as applicable, members, parent, subsidiary and/or affiliated companies or entities, shareholders, officers, directors, partners, limited partners, members, managers, principals, parents, subsidiaries, predecessor entitiesemployees, agents, representatives and attorneys of all of the foregoing, and their respective successors, legal representatives, employeesassigns and all persons claiming by, shareholders, advisors, consultants, attorneys, heirs, executors, administrators, successors and assigns of any said person or entity, security holders of any said person or entity, and any other person claiming (now or in the future) through or on behalf of under any of said persons or entities them (collectively “Released Persons”collectively, "Representatives"), irrevocably and unconditionally do hereby release, settle, acquit and forever discharge the each other and all of their Released Persons, respective Representatives from and against any and all manner of actions, causes of action, claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, billssuits, debts, dues, sums of moneymoney owed to them, expensescompensation, specialties and fees and costs (whether directcommissions, indirect or consequentialcovenants, incidental or otherwise including, without limitation, attorney’s fees or court costs, judgments, damages, and claims, demands and actions of whatever nature) incurred in connection therewith of any kind whatsoever, whether known nature or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacitykind, in law or in equity (collectively, the "Claims") which any of them now have or liabilities had or may ever have against each other and all of whatever kind their respective Representatives, singularly or characterin combination, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involvedon account of, arising out of, set forth inor in connection with any matter, transaction, act, omission or otherwise related other involvement of whatever nature or kind from the beginning of time through the end of time, which in any way relate to (a) the Stocklist Demand, Sellers' investment and membership in the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, Mall Owner and the Company’s nomination , (b) any and all rights and obligations under the current or any former Operating Agreements for the Mall Owner or the Company, (c) any and all rights and obligations under any other agreements or understandings relating to the Seller's investment in and ownership of directors the Mall Owner's or the Company's business or assets, including without limitation any and all financial reporting and accounting matters associated therewith, (d) the transfer of the Interests, (e) any other matters, directly or indirectly, relating to any of the foregoing, or (f) matters relating to this Agreement, except for election at any obligations set forth in this Agreement which are expressly intended to survive the 2018 Annual Meeting (collectivelyClosing Date or expressly intended to occur after the Closing Date. Each of the Purchaser, the “Released Claims”); providedSellers and the Company, howeveras of the Closing Date agree to indemnify and hold the other and all of its respective Representatives harmless, this including without limitation, the obligation to pay the other's legal fees and expenses arising out of any Claims made in violation of the release and waiver indemnity provisions contained in this section of the Agreement. Not in limitation of the foregoing, but as further illustration, each of the Purchaser, the Sellers and the Company covenant and agree, as of the Closing Date for and on behalf of each of them and their respective Representatives, to forever refrain from instituting, prosecuting, asserting or otherwise pursuing or pressing against each other any Claims shall not include claims to enforce the which are released hereby. The terms of this Agreement. (b) The parties acknowledge and agree that they may be unaware of or may discover facts in addition section are intended to or different from those which they now know, anticipate or believe to be true related to or concerning survive the Released ClaimsClosing forever. 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 foregoing mutual release and discharge of the Released Claims. In furtherance contained in Section 8 of this intentionAgreement is not intended to terminate or release any obligations under the following agreements: a. The Ring Road Agreement attached to this Agreement as Exhibit B; and, b. Various declarations of restrictions, the releases herein given shall be curb cut and remain in effect as full access maintenance agreements and complete releases with regard sign easement agreements relating to real estate adjacent to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the parties might have affected the Parties’ settlement. The parties acknowledge and agree that the inclusion of this Section 17 was separately bargained for and is a material term of this AgreementCenter.

Mutual Release. (a) The CompanyUpon the occurrence of the Release Time, on the one handexcept as provided in Sections 2(c) or 2(d) hereof, Transform and Third Point and the Xxxxxxxxxxx Trust, on the other handeach of Debtors, on behalf of themselves itself, its controlled affiliates, and for each and all of their its and its affiliates’ respective past and present affiliatedsuccessors and assigns or any entity asserting a claim released hereunder either through or on behalf of any such parties (all such releasing persons and entities collectively, associatedthe “Releasing Parties”), relateddoes hereby fully, parent unconditionally and subsidiary entitiesirrevocably release, joint ventures relieve, waive, relinquish, remise, acquit and partnershipsforever discharge the other Party and such other Party’s respective past, successors, assigns, present and the respective owners, officers, directors, partners, limited partners, members, managers, principals, parents, subsidiaries, predecessor entities, future agents, representatives, employees, shareholders, advisors, consultants, attorneys, heirs, executors, administrators, successors conservators, successors, assigns, noteholders, participants, co-participants, direct and assigns of any said person or entityindirect parents, security holders of any said person or entityprincipals, subsidiaries, affiliates, related companies, shareholders, interest holders, investors, members, partners (including, without limitation, general and limited partners), managers, directors, representatives, contractors, service providers, receivers, attorneys and beneficiaries, and any other person claiming the past, present and future officers, directors, and employees (now or in all such released persons and entities collectively, the future) through or on behalf of any of said persons or entities (collectively “Released PersonsParties”)) from, irrevocably against, and unconditionally release, settle, acquit and forever discharge the other and all in respect of their Released Persons, from any and all causes of actionpast, present and future claims, cross-claims, counterclaims, third-party claims, demands, liabilities, obligations, debts, liens, damages, losses, costs, expenses, controversies, actions, rights, judgmentssuits, obligationsassessments, damagespenalties, amountscharges, demandsindemnities, losses, controversies, contentions, complaintsguaranties, promises, accountingscommitments, bondsappeals, bills, debts, dues, sums or causes of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, action of whatever whatsoever nature) incurred in connection therewith of any kind whatsoever, whether known based in contract, tort or unknownotherwise, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, whether in law or in equity and whether direct or liabilities indirect, fixed or contingent, that any of whatever kind the Parties have or charactermay have against any of the other Parties since the beginning of time, under, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to connection with the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related in any way to APA Claims (all of the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for election at the 2018 Annual Meeting (collectivelyforegoing, the “Released Claims”); provided, however, this release and waiver of which Released Claims shall not include claims for the avoidance of doubt any right to enforce claim an award of attorneys’ fees or other costs and expenses incurred in, or in connection with, any of the terms of this Agreementforegoing. (b) The parties acknowledge and agree For the avoidance of doubt, nothing in this Agreement (including, without limitation, Section 2(a)) releases, waives or prejudices the rights of any Party or Released Party to (i) enforce this Agreement, (ii) prosecute or defend against 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 certain appeal of the parties Bankruptcy Court’s (A) Order Determining the Amount of Second-Lien Holders’ Section 507(b) Administrative Claims Pursuant to give a full, complete and final release and discharge Rule 3012 of the Released ClaimsFederal Rules of Bankruptcy Procedure [Docket No. In furtherance of this intention, the releases herein given shall be and remain 4740] currently pending in effect as full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States District Court for the Southern District of New York, Case No. 19-cv-07660 (VB) or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the parties might have affected the Parties’ settlement. The parties acknowledge and agree that the inclusion of this Section 17 was separately bargained for and is a material term of this Agreement.(B) Order (I)

Mutual Release. (a) The CompanyCompany and its affiliates, on to the one handextent not in contravention of applicable law, hereby waive, remit, release and Third Point forever discharge MetVP and the Xxxxxxxxxxx Trustits affiliates, on the other handincluding its and their respective past, on behalf of themselves present and for all of their past and present affiliatedfuture members, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective ownerspartners, officers, directors, partnersstockholders, limited partnersemployees, membersagents, managers, principals, parentsattorneys, subsidiaries, predecessor entitiesservants, agentssuccessors, representativesinsurers, employees, shareholders, advisors, consultants, attorneys, affiliates and its and their respective heirs, executors, administrators, legal representations, successors and assigns of any said person or entity, security holders of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released Persons”), irrevocably and unconditionally release, settle, acquit and forever discharge the other and all of their Released Personsassignees, from and against any and all causes manner of action, claims, actionsliens, rightsdemands, judgmentsliabilities, obligationscauses of action, charges, complaints, suits (judicial, administrative, or otherwise), damages, amountsdebts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith obligations of any kind whatsoeverother nature, past or present, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity equity, whether founded upon contract (expressed or liabilities of whatever kind implied), tort (including, but not limited to, defamation), statute or characterregulation (State, arising under federalFederal or local), state, foreign, or common law and/or any other theory or basis, from the laws beginning of the world to the Effective Date in respect of any other relevant jurisdiction (claim that the “Claims”)Company has asserted, which have arisen, now asserts or could have arisen, arise now, or hereafter may arise out of or relate in any manner asserted directly relating to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related amount of accrued and unpaid dividends due and payable to MetVP in any way to respect of the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination shares of directors for election at the 2018 Annual Meeting (collectively, the “Released Claims”); provided, however, this release and waiver of Claims shall not include claims to enforce the terms of this AgreementSeries A Preferred Stock. (b) The parties acknowledge MetVP and agree that they may be unaware its affiliates, to the extent not in contravention of or may discover facts in addition to or different from those which they now knowapplicable law, 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 fullhereby waive, complete and final remit, release and forever discharge of the Released Claims. In furtherance of this intentionCompany and its affiliates, the releases herein given shall be and remain in effect as full its and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that endtheir respective affiliates, with respect to the Released Claims onlyincluding their respective past, the parties expressly waive present and relinquish future members, partners officers, directors, stockholders, employees, agents, attorneys, subsidiaries, servants, successors, insurers, affiliates and their respective heirs, administrators, legal representations, successors and assignees, from and against any and all provisionsmanner of action, rights and benefits conferred by any law claims, liens, demands, liabilities, causes of the United States action, charges, complaints, suits (judicial, administrative, or of any state or territory of the United States or otherwise), damages, debts, demands, obligations of any other relevant jurisdictionnature, past or principle present, whether in law or in equity, whether founded upon contract (expressed or implied), tort (including, but not limited to, defamation), statute or regulation (State, Federal or local), common law and/or any other theory or basis, from the beginning of common lawthe world to the Effective Date in respect of any claim that MetVP has asserted, under which a general release does not extend now asserts or could have asserted directly relating to claims which the parties do not know or suspect amount of accrued and unpaid dividends due and payable to exist MetVP in their favor at respect of the time shares of executing the release, which if known by the parties might have affected the Parties’ settlement. The parties acknowledge and agree that the inclusion of this Section 17 was separately bargained for and is a material term of this AgreementSeries A Preferred Stock.

Mutual Release. (a) The CompanyEffective from and after the Effective Date, each of Concord and Sponsor, on the one hand, and Third Point the Company, Topco and the Xxxxxxxxxxx TrustMerger Sub, on the other hand, acknowledge and agree, in each case on behalf of themselves itself and for all each of their past and present affiliatedits respective Affiliates, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective ownersSubsidiaries, officers, directors, employees, managers, partners, limited partnersprincipals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors, predecessors or assigns (each, a “Releasing Party”), that: a. Releasing Party (i) has no Claims (as defined below), (ii) has not transferred or assigned, or purported to transfer or assign, any Claims, and (iii) will not transfer or assign, or purport to transfer or assign, any Claims, in each case, against the Company, Topco or Merger Sub, on the one hand, or Concord or Sponsor, on the other hand, or any of their respective Affiliates, Subsidiaries, officers, directors, employees, managers, partners, principals, parents, subsidiaries, predecessor entitiesadvisors, agents, stockholders, members, investors, equity holders or other representatives, employeessuccessors, shareholders, advisors, consultants, attorneys, heirs, executors, administrators, successors and predecessors or assigns of any said person or entity, security holders of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released Persons”), irrevocably and unconditionally release, settle, acquit and forever discharge the other and all of their Released Persons, from any and all causes of action, claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related in any way to the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for election at the 2018 Annual Meeting (collectively, the “Released Parties”); b. Releasing Party hereby unconditionally, irrevocably and forever releases, acquits and discharges the Released Parties from, and covenants not to sue any Released Parties for, any and all present, past, or future claims, demands, allegations, assertions, complaints, controversies, charges, duties, grievances, rights, causes of action, actions, suits, liabilities, debts, obligations, promises, commitments, agreements, guarantees, endorsements, duties, damages (whether compensatory, punitive, or otherwise), costs, losses, debts, expenses (including attorneys’ fees and costs incurred) of any nature, or other obligation of any type or nature whatsoever, whether at law or in equity, known or unknown, asserted or not asserted, foreseen or unforeseen, direct or derivative, vested or contingent, under the laws of any jurisdiction including, but not limited to, federal and state statutes and constitutions, and common law under the law of the United States or any other place whose law might apply, including, notwithstanding anything to the contrary contained in the Transaction Agreement (together with the other documents and transactions contemplated thereby referred to collectively herein as “Transaction Documents”), liabilities relating to fraud or willful material breach in connection with or arising from the Transaction Agreement, the Transaction Documents or the Transactions, including but not limited to their negotiation, execution, performance or nonperformance (collectively, “Claims”); provided, however, that this release and waiver of Claims Section 4.b shall not include claims apply to enforce the terms of this Agreement. (b) The parties 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 full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released payments and issuances set forth in Section 2; c. Each Party acknowledges and understands that there is a risk that subsequent to the execution of this Termination Agreement, each Party may discover, incur or suffer Claims only, the parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States that were unknown or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor unanticipated at the time of executing the releaseexecution of this Termination Agreement, which and which, if known by on the parties date of the execution of this Termination Agreement, might have materially affected such Party’s decision to enter into and execute this Termination Agreement. Each Party further agrees that by reason of the Parties’ settlement. The parties acknowledge releases contained herein, each Party is assuming the risk of such unknown Claims and agree agrees that the inclusion of this Section 17 was separately bargained for and is a material term of this AgreementTermination Agreement applies thereto.

Mutual Release. (a) The CompanyEach of the Parent Parties, on the one hand, and Third Point and the Xxxxxxxxxxx TrustCompany, on the other hand, on their own behalf and on behalf of themselves their respective parent entities, controlling persons, associates, affiliates or subsidiaries and for each and all of their respective past and present affiliatedor present, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective ownersdirect or indirect, officers, directors, partners, limited partners, members, managersstockholders, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, shareholdersattorneys, financial or investment advisors, consultants, attorneysaccountants, investment bankers, commercial bankers, entities providing fairness opinions, advisors or agents, insurers, heirs, executors, trustees, general or limited partners or partnerships, investment funds, limited liability companies, members, joint ventures, personal or legal representatives, estates, administrators, predecessors, successors or assigns (collectively, the “Releasing Persons”) shall and assigns of any said person or entityshall be deemed to have completely, security holders of any said person or entityfully, finally and forever compromised, settled, released, discharged, extinguished, relinquished, and dismissed with prejudice any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released Persons”)claims, irrevocably and unconditionally releasedemands, settlerights, acquit and forever discharge the other and all of their Released Personsactions, from any and all causes of action, claims, potential actions, rightsliabilities, damages, diminutions in value, debts, losses, obligations, judgments, obligationsinterest, damagespenalties, amountsfines, demandssanctions, lossesfees, duties, suits, costs, expenses, matters, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, whether issues known or unknown, contingent or absolute, suspected or unsuspected, in their own rightdisclosed or undisclosed, representativelyliquidated or unliquidated, derivatively matured or unmatured, accrued or unaccrued, apparent or unapparent, including known claims and Unknown Claims (defined below), whether individual, direct, class, derivative, representative, legal, equitable or of any other type or asserted in any other capacity, that have been or could have been, asserted in law any court, tribunal or in equity or liabilities of whatever kind or characterproceeding (including, but not limited to, any claims arising under federal, state, foreign, statutory or common law law, including the federal or state securities, antitrust, and disclosure laws or any claims that could be asserted derivatively on behalf of any Parent Party or the laws of any other relevant jurisdiction (the “Claims”Company, as applicable), which have arisen, could have arisen, arise nowby or on behalf of such party or any of its Releasing Persons, or hereafter may which arise out of or relate in any manner to the allegationsstockholdings of any stockholder of any Parent Party or the Company, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoeveras applicable, or any series thereofsuch shareholder’s status as a shareholder of such party, embracedagainst the Company (in the case of Releasing Persons that include the Parent Parties or their shareholders) or the Parent Parties (in the case of Releasing Persons that include the Company or its shareholders), involvedor any of their respective parent entities, controlling persons, associates, affiliates or subsidiaries and each and all of their respective past or present, direct or indirect, officers, directors, stockholders, principals, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, entities providing fairness opinions, advisors or agents, insurers, heirs, executors, trustees, general or limited partners or partnerships, investment funds, limited liability companies, members, joint ventures, personal or legal representatives, estates, administrators, predecessors, successors or assigns (the “Released Persons”), which the Releasing Persons ever had, now have, or may in the future have by reason of, arising out of, relating to, or in connection with the acts, events, facts, matters, transactions, occurrences, statements or representations, or any other matter whatsoever set forth inin or otherwise related, directly or indirectly, to the Merger Agreement, the Merger or other transactions contemplated therein, any term, condition or circumstance of the Merger or the events that preceded the Termination, or otherwise related disclosures made in any way to connection with the Stocklist DemandMerger Agreement, the Books Merger or the Termination (including any alleged misstatements or omissions or the adequacy and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination completeness of directors for election at the 2018 Annual Meeting such disclosures) (collectively, the “Released Settled Claims”); provided, however, this release and waiver of that the Settled Claims shall not include any claims to enforce this Termination Agreement and any rights, obligations, privileges or claims that such parties may have under the terms of this Asset Purchase Agreement. (b) The parties acknowledge Each of the Parent Parties, on the one hand, and agree the Company, on the other hand, on its own behalf and on behalf of its Releasing Persons, acknowledges that they may be unaware of or may discover facts in addition to or different from those which they now know, anticipate known or believe believed 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 full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, by them with respect to the Released Claims onlySettled Claims, but that it is the parties expressly waive intention of such party on its own behalf and relinquish on behalf of its Releasing Persons, to completely, fully, finally, and forever compromise, settle, release, discharge, extinguish, and dismiss any and all provisionsSettled Claims, rights known or unknown, suspected or unsuspected, contingent or absolute, accrued or unaccrued, apparent or unapparent, which now exist, or heretofore existed, or may hereafter exist, and benefits conferred by any law without regard to the subsequent discovery of additional or different facts. Each of the United States or Parent Parties, on the one hand, and the Company, on the other hand, on its own behalf and on behalf of any state or territory its Releasing Persons, acknowledges that “Unknown Claims” are expressly included in the definition of “Settled Claims,” and that such inclusion was expressly bargained for and was a key element of this Termination Agreement and the release set forth in this Section 3 and was relied upon by each and all of the United States Released Persons in entering into this Termination Agreement. “Unknown Claims” means any claim that a party or any of any other relevant jurisdiction, or principle of common law, under which a general release its Releasing Persons does not extend to claims which the parties do not know or suspect to exist exists in their his, her, or its favor at the time of executing the releaserelease of the Settled Claims as against the Released Persons, which including without limitation those which, if known by the parties known, might have affected the Parties’ settlement. The parties acknowledge and agree that the inclusion of decision to enter into this Section 17 was separately bargained for and is a material term of this Termination Agreement.

Mutual Release. (a) The CompanyEffective upon the execution of this Agreement by each of Thoratec, Xxxxxxx, ITC and Radiometer, Thoratec and ITC, each on the one hand, its own behalf and Third Point and the Xxxxxxxxxxx Trust, on the other hand, on behalf of themselves and for all each of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnershipsits respective controlled affiliates, successors, assigns, and the respective owners, officersrepresentatives, directors, current or future officers, attorneys, agents, employees, partners, limited partners, members, managers, principals, parents, subsidiariesmembers, predecessor entities, agentsheirs, executors and administrators (the “Thoratec Releasing Parties”), releases and forever discharges Radiometer, Xxxxxxx and each of their respective affiliates, representatives, directors, current or future officers, attorneys, agents, employees, shareholdersequityholders, advisorspartners, consultantsmanagers, attorneysprincipals, members, predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity(individually, security holders of any said person or entitya “Radiometer Releasee” and collectively, the “Radiometer Releasees”) from and any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released Persons”), irrevocably and unconditionally release, settle, acquit and forever discharge the other and all of their Released Persons, from with respect to any and all past, present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of action, claimscontroversies, actionscounts, rightsobligations, sums of money due, attorneys’ fees, suits, debts, accounts, bonds, covenants, contracts, agreements, promises, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties damages and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, charges of whatever kind or nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected matured or unsuspectedunmatured, in their own right, representatively, derivatively liquidated or in any other capacityunliquidated, in law or in equity equity, asserted or liabilities of whatever kind that could have been asserted, under federal or character, arising under federal, state, foreignstate statute, or common law or the laws of any other relevant jurisdiction (the each, a “ClaimsLiability”), which have arisen, could have arisen, arise now, arising from or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth inbased upon, in connection with or otherwise related relating in any way to the Stocklist DemandPurchase Agreement (including, for the avoidance of doubt, the Books negotiation thereof, all due diligence activities and Records Demandother actions or activities undertaken in connection therewith, any post-execution discussions, negotiations, communications, advice, proposals, guidance, consents, information requests or exchanges or other actions (whether under Article VI of the Proxy ActionPurchase Agreement or otherwise), any obligation or covenant, vel non, to close the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meetingpurchase transaction contemplated thereunder, and any Liability that would otherwise have survived under the Company’s nomination first sentence of directors for election at Section 11.1(b) of the 2018 Annual Meeting Purchase Agreement) (collectively, the “Thoratec Released Claims”); provided, however, that nothing contained in this Agreement shall be deemed to release and waiver any party hereto from its obligations under this Agreement or any agreement among any of Claims shall not include claims the parties hereto entered into subsequent to enforce the terms execution of this Agreement. (b) The parties 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 Effective upon 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 execution of this intentionAgreement by each of Thoratec, Xxxxxxx, ITC and Radiometer, Radiometer and Xxxxxxx, each on its own behalf and on behalf of each of its respective controlled affiliates, successors, assigns, representatives, directors, current or future officers, attorneys, agents, employees, partners, managers, principals, members, predecessor entities, heirs, executors and administrators (the “Radiometer Releasing Parties”), releases and forever discharges Thoratec, ITC and each of their respective affiliates, representatives, directors, current or future officers, attorneys, agents, employees, equityholders, partners, managers, principals, members, predecessor entities, heirs, executors, administrators, successors and assigns (individually, a “Thoratec Releasee” and collectively, the releases herein given shall be “Thoratec Releasees”) from and remain in effect as full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish any and all provisionspast, rights present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of action, controversies, counts, obligations, sums of money due, attorneys’ fees, suits, debts, accounts, bonds, covenants, contracts, agreements, promises, judgments, demands, damages and benefits conferred by any charges of whatever kind or nature, known or unknown, matured or unmatured, liquidated or unliquidated, in law of or in equity, asserted or that could have been asserted, under federal or state statute, or common law or the United States or of any state or territory of the United States or laws of any other relevant jurisdiction, arising from or principle out of, based upon, in connection with or otherwise relating in any way to the Purchase Agreement (including, for the avoidance of common lawdoubt, the negotiation thereof, all due diligence activities and other actions or activities undertaken in connection therewith, any post-execution discussions, negotiations, communications, advice, proposals, guidance, consents, information requests or exchanges or other actions (whether under which a general Article VI of the Purchase Agreement or otherwise), any obligation or covenant, vel non, to close the purchase transaction contemplated thereunder and any Liability that would otherwise have survived under the first sentence of Section 11.1(b) of the Purchase Agreement) (collectively, the “Radiometer Released Claims”); provided, that for the avoidance of doubt, nothing contained in this Agreement shall be deemed to release does not extend to claims which any party hereto from its obligations under this Agreement or any agreement among any of the parties do not know or suspect hereto entered into subsequent to exist in their favor at the time of executing the release, which if known by the parties might have affected the Parties’ settlement. The parties acknowledge and agree that the inclusion of this Section 17 was separately bargained for and is a material term execution of this Agreement.

Mutual Release. (a) The Company, on the one hand, and Third Point and the Xxxxxxxxxxx TrustImpala, on the other hand, on behalf of themselves and for all of their past and present affiliated, associated, related, parent and subsidiary entities, divisions, joint ventures and ventures, partnerships, successors, assigns, associated investment funds or companies, management companies, and the respective owners, officers, directors, partners, limited partners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, shareholders, advisors, consultants, attorneys, heirs, executors, administrators, successors and assigns of any said such person or entity, security holders of any said such person or entity, and any other person claiming (now or in the future) through or on behalf of any of said such persons or entities (collectively collectively, “Released Persons”), irrevocably and unconditionally release, settle, acquit and forever discharge the other party and all of their the other party’s Released PersonsPersons from, from and covenant not to xxx the other party and all of the other party’s Released Persons with respect to, any and all causes of action, claims, liabilities, actions, rights, judgments, obligations, guarantees, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees specialties, fees, and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, including attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, claimed or unclaimed, asserted or unasserted, fixed or contingent, accrued or unaccrued, past or present, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which that have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth inrelating to, or otherwise related in connection with in any way to (i) the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for election at the 2018 2020 Annual Meeting and the Nomination Notice and (ii) the negotiation of this Agreement (including the exhibits hereto) (collectively, the “Released Claims”); provided. It is further understood and agreed that it is the desire of the parties to fully, howeverfinally, this release and waiver of Claims shall not include forever settle, compromise, and discharge any and all disputes and claims between them arising out of, or relating or connecting in any way to enforce the terms of this AgreementReleased Claims, or any similar matter or issues, whether known or unknown. (b) The parties acknowledge and agree that they may be unaware of or may discover facts in addition to or different from those which that they now know, anticipate or believe to be true related to or concerning the Released Claims. The parties know that such presently currently unknown or unappreciated facts could materially affect the claims or defenses of a party or parties. It is 84834-9001-6440.3 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 full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which that the parties do not know or suspect to exist in their favor at the time of executing the release, which release that if known by the parties might have affected the Partiesparties’ settlement. The parties acknowledge and agree that the inclusion of this Section 17 11 was separately bargained for and is a material term of this Agreement.

Mutual Release. Effective as of the Termination Date, Innophos and its Affiliates, employees, directors, officers, representatives, agents, predecessors, successors and assigns (a) The Companycollectively the “Innophos Releasing Parties”), on the one hand, and Third Point PCS and its Affiliates, employees, directors, officers, representatives, agents, successors, and assigns (collectively, the Xxxxxxxxxxx Trust“PCS Releasing Parties”), on the other hand, on behalf of themselves hereby mutually and for all of their past fully, finally and present affiliatedforever release, associatedhold harmless, related, parent discharge and subsidiary entities, joint ventures acquit one another and partnerships, successors, assigns, and the respective owners, officers, directors, partners, limited partners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, shareholders, advisors, consultants, attorneys, heirs, executors, administrators, successors and assigns of any said person or entity, security holders of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released Persons”)one another’s equity holders, irrevocably and unconditionally releaseunconditionally, settle, acquit and forever discharge the other and all of their Released Personsof, from and with respect to any and all accounts, actions, agreements, causes of action, charges, claims, actionscomplaints, rightscontracts, costs, counterclaims, covenants, damages, debts, defenses, demands, duties, expenses, fees, injuries, interest, judgments, obligations, damages, amounts, demandsliabilities, losses, controversiesobligations, contentions, complaintspenalties, promises, accountingsreimbursements, bondsremedies, bills, debts, duesrights, sums of money, expensessuits and torts, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind or character whatsoever, based upon any fact or circumstance, whether at law, in equity or otherwise, direct or indirect, fixed or contingent, foreseeable or unforeseeable, liquidated or unliquidated, known or unknown, suspected matured or unsuspectedunmatured, in their own rightabsolute or contingent, representativelydetermined or determinable, derivatively that the Innophos Releasing Parties or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreignthe PCS Releasing Parties, or common law anyone claiming through or the laws of any other relevant jurisdiction (the “Claims”)under them, which had, has or may have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, had arising out of, set forth in, or otherwise related in any way to the Stocklist Demandrelating to, the Books and Records Demand, MGA Supply Agreement (as modified by the Proxy Action, MGA Supply Agreement Addendum) or the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for election at the 2018 Annual Meeting existing Services Agreement (collectively, the “Released Claims”); provided, howeverthat if a third party (including any government authority) other than one affiliated with a PCS Releasing Party or an Innophos Releasing Party brings a claim against an Innophos Releasing Party or a PCS Releasing Party, this release then such Innophos Releasing Party or PCS Releasing Party may bring an indemnification claim against the other party to the extent such third party claim relates to a purported violation of environmental Law caused by such other party or its Affiliates; provided, further that the PCS Releasing Parties and waiver of Claims shall not include claims to enforce the terms of this Agreement. (b) The parties acknowledge and Innophos Releasing Parties agree that they may neither the Innophos Releasing Parties nor the PCS Releasing Parties shall be unaware of permitted to bring any claim against the other party for liabilities or may discover facts in addition to costs incurred 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 incurred in connection with 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 full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish any and all provisions, rights and benefits conferred allegations by any law of the United States Environmental Protection Agency (“USEPA”) or Louisiana Department of Environmental Quality (“LDEQ”) against any PCS Releasing Party or any Innophos Releasing Party in connection with the USEPA’s RCRA enforcement initiative directed against the phosphoric acid industry (titled “National Enforcement Initiative: Reducing Pollution from Mineral Processing Operations”, wherein the PCS Geismar Plant was inspected by the USEPA on February 9-13, 2004, and on April 4, 2005, resulting in a Resource Conservation Recovery Act (“RCRA”) Compliance Evaluation Inspection Report dated April 20, 2005, and the Innophos Geismar Plant was inspected on February 10-13, 2004, resulting in a Compliance Evaluation Inspection Report dated May 5, 2005), including any settlement by any of the PCS Releasing Parties or Innophos Releasing Parties (or each of their respective Affiliates) of claims or allegations made by USEPA as part of the RCRA enforcement initiative (the “Mutually Released Claims”). Both the Innophos Releasing Parties and the PCS Releasing Parties represent that they have made no assignment or transfer of any state Mutually Released Claim. Effective as of Termination Date, the Innophos Releasing Parties and the PCS Releasing Parties irrevocably covenant to refrain from, directly or territory indirectly, asserting or enforcing any Mutually Released Claim, or commencing, instituting or causing to be commenced, any Proceeding of any kind against the other based upon any matter purported to be released hereby. Effective as of the United States Termination Date, the Innophos Releasing Parties and PCS Releasing Parties further irrevocably covenant to refrain from, directly or indirectly, asserting or enforcing any claim of any sort against the other relevant jurisdictionrelating to this Agreement; provided that (subject to Section 8.3) until the date that is 12 months from the Termination Date, the Parties shall be permitted to bring claims for (w) breach of representation or principle warranty indemnifiable pursuant to Section 9.1 (“Representation Claims”), (x) failure to pay the amounts owed under Sections 2.4, 4.2(a), 4.3 or 5.2 and (y) failure to comply with Sections 3.4 or 5.2(b)(i) of common lawthis Agreement (the claims referenced in clauses (x) and (y), “Covenant Claims”) and (z) failure to comply with Section 10.2(b) hereof (claims referenced in clause (z), “Further Assurance Claims”); provided, further, that following the date that is 12 months from the Termination Date, the prohibition on asserting or enforcing claims hereunder shall apply to Representation Claims and Covenant Claims and following the date that is 24 months from the Termination Date, the prohibition on asserting or enforcing claims hereunder shall apply to Further Assurance Claims. Notwithstanding the foregoing, if a claim is properly asserted under which a general release does not extend this Agreement prior to claims which the parties do not know expiration of the applicable survival period set forth in this Section 8.1, then the applicable representation, warranty, covenant or suspect agreement relating to exist in their favor at such claim and the time applicable Party’s indemnification obligations under Section 9.1 with respect thereto shall survive solely for purposes of executing such claim until the release, which if known by the parties might have affected the Parties’ settlementfinal resolution thereof. The parties acknowledge Parties acknowledge, understand and agree that the inclusion foregoing release and covenant not to xxx shall not adversely affect a Party’s ability to, directly or indirectly, assert or enforce any claim after the date hereof relating to the Transitional PPA Supply Agreement, New MGA Supply Agreement, New PPA Supply Agreement, New Services Agreement, MGA Tank Lease, Rail Spur Agreement, Parking Lot Lease Agreement, Steam Boiler Xxxx of this Section 17 was separately bargained for and is a material term Sale, Sulfuric Acid Tank Xxxx of this Sale, Track Mobile Xxxx of Sale, Sulfuric Acid Supply Agreement, Raw River Water System Xxxx of Sale or Servitude Agreement.

Mutual Release. (a) The CompanyExcept for the Trust Retained Claims, effective as of the consummation of the Closing, the Xxxxxxx Trust hereby, on the one hand, its own behalf and Third Point and the Xxxxxxxxxxx Trust, on the other hand, on behalf of themselves its former, current or future parents, Subsidiaries, and for all Affiliates (including controlling persons) (each a “Releasing Trust Person”), through or on behalf of such Releasing Trust Person, forever fully, unequivocally and irrevocably releases and discharges and agrees to hold harmless to the fullest extent permitted by law MTH, MIC, Newco, the Company, the Subsidiaries and each of their respective Affiliates, each of the MIC Directors (in their capacities as directors of the Company and its Subsidiaries) and each of the foregoing Person’s respective Affiliates and such Person’s and its respective Affiliates’ past, present and future shareholders, directors, officers, partners, managers, members, employees, counsel, agents and representatives and each of their respective successors and assigns, in each case, as and to the extent applicable (collectively, the “MTH Released Parties”) from any and all past or present, direct, indirect and present affiliatedderivative actions, associatedsuits, relatedclaims, parent rights, counts, sums of money, attorneys’ fees, covenants, agreements, demands, debts, promises, judgments, Liabilities, obligations of any kind whatsoever in law or equity and subsidiary entitiescounts and causes of action of every kind and nature, joint ventures or otherwise (including claims for damages, costs, expenses, and partnershipsattorneys’, successorsbrokers’ and accountants’ fees and expenses of any kind or nature) on or prior to the Closing, assignsarising out of or related to the Xxxxxxx Trust’s ownership (directly or indirectly) of equity in the Company, the Shareholders’ Agreement, the Company, the Subsidiaries or any matter, cause or event occurring on or prior to the Closing, which any Releasing Trust Person can, shall or may have against any MTH Released Party or the MTH Released Parties, whether known or unknown, foreseen or unforeseen, concealed or hidden, suspected or unsuspected, anticipated or unanticipated, both at law or in equity, whether or not arising contemporaneously with or prior to the Closing, or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing as well as any matter that may now exist or may hereinafter accrue based on matters now known as well as unknown (collectively, the “Trust Released Claims”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced or consenting to the commencement of) any proceeding of any kind before any Government Authority, against any MTH Released Party based upon any Trust Released Claim. Notwithstanding the preceding sentence of this Section 12.19(a), “Trust Released Claims” does not include, and the respective ownersprovisions of this Section 12.19(a) shall not release or otherwise diminish, officers(i) the obligations of MIC, MTH, Newco or the Company expressly set forth in any provisions of this Agreement or any other agreement or document contemplated herein, (ii) the obligations of the Company or a Subsidiary to indemnify, defend and hold harmless, or advance expenses, to its directors, partners, limited partners, members, managers, principalsofficers and employees under the Company’s or the Subsidiaries’ governing/organizational documents, (iii) the obligations of any insurer under any insurance policy, or (iv) any of the obligations under the Specified Contracts (collectively, the “Trust Retained Claims”). In furtherance of the foregoing, except as expressly provided herein, the Releasing Trust Persons specifically intend this release to be the broadest possible release permitted under law with respect to the matters released hereunder. (b) Except for the MTH Retained Claims, effective as of the consummation of the Closing, each of the Company and the MTH Parties hereby, on its own behalf and on behalf of its respective former, current or future parents, subsidiariesSubsidiaries, predecessor entitiesand Affiliates (including controlling persons) (each a “Releasing MTH Person”), agentsthrough or on behalf of such Releasing MTH Person, representativesforever fully, employeesunequivocally and irrevocably releases and discharges and agrees to hold harmless to the fullest extent permitted by law the Xxxxxxx Trust, shareholdersand its successors and assigns, advisorsin each case, consultantsas and to the extent applicable (collectively, the “Trust Released Parties”) from any and all past or present, direct, indirect and derivative actions, suits, claims, rights, counts, sums of money, attorneys’ fees, heirscovenants, executorsagreements, administratorsdemands, debts, promises, judgments, Liabilities, obligations of any kind whatsoever in law or equity and counts and causes of action of every kind and nature, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses of any kind or nature) on or prior to the Closing, arising out of or related to the Xxxxxxx Trust’s ownership (directly or indirectly) of equity in the Company, the Shareholders’ Agreement, the Company, the Subsidiaries or any matter, cause or event occurring on or prior to the Closing, which any Releasing MTH Person can, shall or may have against any Trust Released Party or the Trust Released Parties, whether known or unknown, foreseen or unforeseen, concealed or hidden, suspected or unsuspected, anticipated or unanticipated, both at law or in equity, whether or not arising contemporaneously with or prior to the Closing, or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing as well as any matter that may now exist or may hereinafter accrue based on matters now known as well as unknown (collectively, the “MTH Released Claims”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced or consenting to the commencement of) any proceeding of any kind before any Government Authority, against any Trust Released Party based upon any MTH Released Claim. Notwithstanding the preceding sentence of this Section 12.19(b), “MTH Released Claims” does not include, and the provisions of this Section 12.19(b) shall not release or otherwise diminish, (i) the obligations of the Xxxxxxx Trust, its Affiliates or any of their respective successors or assigns expressly set forth in any provisions of this Agreement or any other agreement or document contemplated herein, (ii) the obligations of any insurer under any insurance policy or (iii) any of the obligations under the Specified Contracts (collectively, the “MTH Retained Claims”). In furtherance of the foregoing, except as expressly provided herein, the Releasing MTH Persons specifically intend this release to be the broadest possible release permitted under law with respect to the matters released hereunder. (c) Without in any way limiting any of the rights and remedies otherwise available to any MTH Released Party, the Xxxxxxx Trust and its successors and assigns assigns, jointly and severally, shall indemnify and hold harmless each MTH Released Party from and against all Liabilities, claims, damages and expenses, whether or not involving third party claims, arising directly or indirectly from or in connection with the assertion by or on behalf of the Xxxxxxx Trust (including any assertion by any Releasing Trust Person) of any said person claim or entityother matter purported to be released pursuant to Section 12.19(a). (d) Without in any way limiting any of the rights and remedies otherwise available to any Trust Released Party, security holders of any said person the MTH Parties and the Company, jointly and severally, shall indemnify and hold harmless each Trust Released Party from and against all Liabilities, claims, damages and expenses, whether or entitynot involving third party claims, and any other person claiming (now arising directly or indirectly from or in connection with the future) through assertion by or on behalf of any of said persons the MTH Parties or entities the Company (collectively “Released Persons”), irrevocably and unconditionally release, settle, acquit and forever discharge the other and all of their Released Persons, from including any and all causes of action, claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever natureassertion by any Releasing MTH Person) incurred in connection therewith of any kind whatsoever, whether known claim or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related in any way to the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for election at the 2018 Annual Meeting (collectively, the “Released Claims”); provided, however, this release and waiver of Claims shall not include claims to enforce the terms of this Agreement. (b) The parties 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 matter purported to be true related released pursuant 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 full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the parties might have affected the Parties’ settlement. The parties acknowledge and agree that the inclusion of this Section 17 was separately bargained for and is a material term of this Agreement12.19(b).

Mutual Release. (a) The CompanySubject to the Conditions and except as set forth in Section 5, on the one hand, and Third Point for valuable consideration and the Xxxxxxxxxxx Trustmutual covenants and agreements contained herein, on the other handeach Party (in such capacity, on behalf of themselves a “Releasor”) and for all of their past and present affiliatedits directors, associatedofficers, relatedshareholders, parent and subsidiary entitiesemployees, joint ventures and partnershipsagents, members, representatives, attorneys, successors, affiliates and assigns, and all persons acting by, through, under or in concert with them or any of them, fully and forever release the respective ownersother Party (in such capacity, a “Releasee”) and its affiliates, subsidiaries, parents, directors, officers, directorsshareholders, partnersemployees, limited partnersagents, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, shareholders, advisors, consultantsmanagers, attorneys, heirs, executors, administrators, successors and assigns of any said person or entity, security holders of any said person or entityassigns, and any other person claiming (now all persons acting by, through, under or in the future) through concert with them or on behalf of any of said persons or entities (collectively “Released Persons”)them, irrevocably of and unconditionally release, settle, acquit and forever discharge the other and all of their Released Persons, from any and all manner of actions or causes of action, at law or in equity; suits; debts; liens; contracts; agreements; promises; liabilities; claims, actions, rights, judgments, obligations, ; demands; damages, amounts, demands, ; losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and ; costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith expenses of any kind nature whatsoever, whether known or unknown, suspected fixed or unsuspectedcontingent, in their own rightwhich such Releasor or its directors, representativelyofficers, derivatively shareholders, employees, agents, members, representatives, attorneys, successors, affiliates or assigns, and all persons acting by, through, under or in concert with them or any other capacityof them, in law now have or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which may hereafter have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner against such Releasee with respect to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, arising out of, set forth in, or otherwise related in any way to the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, Action and the Company’s nomination of directors for election at the 2018 Annual Meeting (collectively, the “Released Claims”); provided, however, this release and waiver of Claims shall not include claims to enforce the terms of this AgreementLease. (b) The parties 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 full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that endFurthermore, with respect to all unknown claims involving the Released Claims onlyAction, each Releasor expressly releases and waives the parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law provisions of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor at the time of executing the releaseCalifornia Civil Code Section 1542, which if known by the parties might have affected the Parties’ settlementprovides: 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. The parties Parties acknowledge that they have received the advice of legal counsel and/or had the opportunity to consult with legal counsel with respect to the aforementioned waiver and agree that release and understand the inclusion of this Section 17 was separately bargained for and is a material term of this Agreementterms thereof.

Mutual Release. (a) The Company, on the one hand, and Third Point and the Xxxxxxxxxxx Trust, on the other handAmir, on behalf of themselves and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnershipshis heirs, successors, assigns, grantees, transferees, agents, representatives and/or any other party entitle to take under or through the Amir, individually and the respective ownersjointly, hereby release and forever discharge individually and jointly, Daleco, and each of its agents, employees, representatives, officers, directors, partners, limited partners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, shareholders, advisors, consultants, attorneys, heirs, executors, administrators, successors and assigns assigns, of any said person or entity, security holders of any said person or entityand from all, and any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released Persons”)all manner of, irrevocably and unconditionally releaseactions, settle, acquit and forever discharge the other and all of their Released Persons, from any and all causes of action, claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, billssuits, debts, dues, sums of moneycharges, expensesdamages, specialties accounts, covenants, liabilities, contracts, agreements, judgments, claims and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind demands whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in at law or in equity equity, whether matured, unmatured or liabilities of whatever kind contingent, whether foreseen or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”)unforeseen, which have arisen, could have arisen, arise now, or hereafter may arise out of or relate in any manner to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing, or cause whatsoeveragainst Daleco, or any series thereofof them, embracedAmir ever had, involvednow or hereafter can, shall or may have by reason of any cause, matter or thing whatsoever, from the beginning of the world to the date hereof (“Settlement Date”) saving and excepting only those rights arising out of, set forth in, or otherwise related in any way to the Stocklist Demand, the Books and Records Demand, the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for election at the 2018 Annual Meeting (collectively, the “Released Claims”)this Agreement; provided, however, that should the Agreement be breached in any respect by Amir, except as set forth in Paragraph 5 below nothing in this release and waiver Agreement shall prevent Daleco, or any of Claims shall not include claims to enforce the terms them, from raising any claim, demand, damage, loss, cost, liability, interest, expense (including reasonable attorneys’ fees) in any cause of this Agreementaction, proceeding, claim or other action for monetary damages against Daleco, or any of them, by reason of such breach. (b) The parties acknowledge Each of Daleco, individually and agree that they may be unaware jointly, on behalf of its officers, directors, shareholders and affiliates, hereby release and forever discharge Amir, his heirs, successors, assigns, grantees, transferees, agents, representatives and/or any other party entitle to take under or through the Amir, of and from all, and all manner of, actions, causes of action, suits, debts, dues, charges, damages, accounts, covenants, liabilities, contracts, agreements, judgments, claims and demands whatsoever, whether at law or in equity, whether matured, unmatured or contingent, whether foreseen or unforeseen, which against Amir, Daleco, or any of them, ever had, now or hereafter can, shall or may discover facts in addition to have by reason of any cause, matter or different thing whatsoever, 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 beginning of the parties world to give a fullthe Settlement Date, complete saving and final release and discharge of the Released Claims. In furtherance excepting only those rights arising out of this intentionAgreement; provided, however, that should the releases herein given Agreement be breached in any respect by Daleco, or any of them, except as set forth in Paragraph 5(b) below nothing in this Agreement shall be prevent Amir from raising any claim, demand, damage, loss, cost, liability, interest, expense (including reasonable attorneys’ fees) in any cause of action, proceeding, claim or other action for monetary damages against Daleco, or any of them, whichever party shall have breached the Agreement, it being understood that the obligations of each such party are individual and remain not joint or joint and several. (c) Notwithstanding anything in effect as full Paragraphs 4(a) and complete releases with regard (b) above to the Released Claims notwithstanding contrary, nothing herein shall prevent either party from enforcing the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the parties might have affected the Parties’ settlement. The parties acknowledge and agree that the inclusion of this Section 17 was separately bargained for and is a material term provisions of this Agreement.

Mutual Release. (a) The Companya. Each of PharmAthene and Merger Sub and each of its presently and formerly affiliated corporations, on the one handpartnerships, limited liability companies, and Third Point other business entities, present and former parents, present and former subsidiaries, present and former officers and directors, present and former agents, and the Xxxxxxxxxxx Trust, on the other hand, on behalf of themselves and for all of their past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnershipspredecessors, successors, assignsand assigns of all or any of them (collectively, the “PharmAthene Parties”) releases and discharges individually and collectively, Theraclone and its presently and formerly affiliated corporations, partnerships, limited liability companies, and the respective ownersother business entities, present and former parents, present and former subsidiaries, present and former stockholders, present and former officers, directors, partners, limited partners, members, managers, managers and other principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, shareholders, advisorspresent and former attorneys, consultants, attorneyspresent and former agents, heirsand the predecessors, executorssuccessors, administrators, successors and assigns of any said person all or entity, security holders of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said persons or entities them (collectively collectively, the “Released PersonsTheraclone Parties”)) from all claims, irrevocably and unconditionally releaseactions, settle, acquit and forever discharge the other and all of their Released Persons, from any and all causes of action, claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, billssuits, debts, dues, sums of money, expensesaccounts, specialties bonds, bills, covenants, contracts, controversies, liens, subordinations, agreements, promises, variances, trespasses, damages, judgments, extents, executions, counterclaims and fees offsets, and costs (whether directdemands, indirect against any of the Theraclone Parties, or consequentialany of them, incidental or otherwise includingwhich the PharmAthene Parties, without limitationanyone claiming in a derivative capacity from the PharmAthene Parties and the predecessors, attorney’s fees or court costssuccessors, of whatever nature) incurred in connection therewith and assigns of any kind whatsoeveror all of them ever jointly or individually had, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any other relevant jurisdiction (the “Claims”), which have arisen, could have arisen, arise nownow have, or hereafter can, shall, or may arise out have for, upon, or by reason of any matter, cause, or relate in any manner thing whatsoever from the beginning of the world to the allegationsdate hereof, factsrelating directly or indirectly to the Merger Agreement or the transactions contemplated thereby, eventsother than claims arising under this Agreement or the Confidentiality Agreement. b. Each of the Theraclone Parties releases and discharges individually and collectively, transactionseach of the PharmAthene Parties from all claims, actsactions, occurrencescauses of action, statementssuits, representationsdebts, misrepresentationsdues, omissions or sums of money, accounts, bonds, bills, covenants, contracts, controversies, liens, subordinations, agreements, promises, variances, trespasses, damages, judgments, extents, executions, counterclaims and offsets, and demands, against any other matter, thing, or cause whatsoeverof the PharmAthene Parties, or any series thereofof them, embracedwhich the Theraclone Parties, involvedanyone claiming in a derivative capacity from the Theraclone Parties and the predecessors, arising out ofsuccessors, set forth inand assigns of any or all of them ever jointly or individually had, now have, or otherwise related in hereafter can, shall, or may have for, upon, or by reason of any way matter, cause, or thing whatsoever from the beginning of the world to the Stocklist Demanddate hereof, relating directly or indirectly to the Books and Records DemandMerger Agreement or the transactions contemplated thereby, other than claims arising under this Agreement or the Proxy Action, the Third Point Shareholder Nomination, the Update to Third Point Shareholder Nomination, the Third Point proxy contest at the 2018 Annual Meeting, and the Company’s nomination of directors for election at the 2018 Annual Meeting (collectively, the “Released Claims”); provided, however, this release and waiver of Claims shall not include claims to enforce the terms of this Confidentiality Agreement. (b) The parties 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 full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the parties might have affected the Parties’ settlement. The parties acknowledge and agree that the inclusion of this Section 17 was separately bargained for and is a material term of this Agreement.