of the Parent Termination Fee, each of Parent and Merger Sub (and Parents Affiliates and its and their respective stockholders and Representatives) shall have no further liability or
obligation relating to or arising out of the Merger Agreement, in law, equity or otherwise, and the Company shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against
Parent, Merger Sub or any of Parents Subsidiaries or any of their respective partners, managers, members, shareholders or Affiliates or their respective Representatives in connection with the Merger Agreement or the transactions contemplated
thereby.
3. Mutual Release; Disclaimer of Liability. Effective as of the Termination Time, but subject to receipt by the Company
of the full amount of the Parent Termination Fee, the Company, on the one hand, and Parent and Merger Sub, on the other hand, each on behalf of itself and, to the maximum extent permitted by Law, on behalf of each of its respective former, current
or future Subsidiaries, Affiliates, assignees, Representatives, agents, auditors, insurers, stockholders and advisors and the heirs, predecessors, successors and assigns of each of them (the Releasors), does, to the fullest extent
permitted by Law, hereby fully, unequivocally and irrevocably release and forever discharge, as applicable, Parent and Merger Sub (in the case of the Company) or the Company (in the case of Parent and Merger Sub), and, in each case, each of its or
their respective former, current or future Subsidiaries, Affiliates, assignees, Representatives, agents, auditors, insurers, stockholders and advisors and the heirs, predecessors, successors and assigns of each of them (collectively the
Releasees), from and with respect to any and all past, present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of actions, suits, liens, obligations, accounts, debts, demands, agreements, promises,
controversies, costs, charges, damages, expenses and fees (including attorneys, financial advisors or other fees) (Claims), howsoever arising, whether based on any Law or right of action, known or unknown, mature or
unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out
of or related to the Merger Agreement, the transactions contemplated therein or thereby, the Termination or any matter forming the basis for the Termination (collectively, but excluding the Specified Retained Claims, the Released
Claims).
The Parties, on behalf of themselves and their respective Releasors, acknowledge and agree that they may be unaware of or may discover
facts in addition to or different from those which they now know, anticipate or believe to be true related to or concerning the Released Claims. The Parties know that such presently unknown or unappreciated facts could materially affect the claims
or defenses of a Party or Parties. It is nonetheless the intent of the Parties to give a full, complete and final release and discharge of the Released Claims. In furtherance of this intention, the releases herein given shall be and remain in effect
as 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. EACH OF THE RELEASORS HEREBY EXPRESSLY WAIVES
TO THE FULLEST EXTENT
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