Common use of Break Fee Clause in Contracts

Break Fee. In the event that: (a) this Letter Agreement is terminated by Klondex pursuant to subsection 15(e) hereof because Klondex accepts, and enters into an agreement in respect of, a Superior Proposal; (b) the directors of Klondex shall have withdrawn or modified in a manner adverse to Paramount their approval or recommendation of the Merger or shall have approved or recommended any Superior Proposal; or (c) a Competing Proposal shall have been made to Klondex and made known to Klondex Shareholders generally or shall have been made directly to Klondex Shareholders generally or any person shall have publicly announced an intention to make a Competing Proposal in respect of Klondex and such Competing Proposal or announced intention shall not have been publicly withdrawn prior to the meeting of Klondex securityholders called to approve the Merger (the “Klondex Meeting”), thereafter, there is a failure to obtain the approval of the Merger by Klondex securityholders at the Klondex Meeting, and such Competing Proposal or another transaction involving Klondex and the party making the Competing Proposal is completed within 12 months of the Klondex Meeting; Klondex shall, within two (2) business days following such event (which in the case of paragraph 11(c) shall be the day that is two business days after the completion of the transaction in respect of the Competing Proposal), pay to Paramount, in cash, a fee (the “Break-Fee”) equal to US$2,850,000. In event that Paramount, wilfully breaches this Letter Agreement or the Definitive Agreement, in such a manner that to proceed with the Merger would materially adversely affect Klondex, Paramount shall pay to Klondex, within two (2) days following such event, a fee equal to US$2,850,000 (the “Reverse Break-Fee”). Any Reverse Break Fee payable to Klondex shall be credited against any damages awarded to Klondex by a court of competent jurisdiction as a result of such wilful breach.

Break Fee. In 9.1 As an inducement to Bidco to release the event thatRule 2.5 Announcement, Intec undertakes to pay to Bidco the sum of £2,329,025 (the Break Fee), by way of compensation, if the Rule 2.5 Announcement is released and after such announcement any of the following events occur: (a) this Letter Agreement is terminated by Klondex pursuant the Intec Directors (or any committee thereof) withdraw, qualify or adversely modify, for whatever reason, the terms of their recommendation of the Acquisition and/or their publicly stated intention to subsection 15(e) hereof because Klondex accepts, and enters into an agreement in respect of, make such recommendation and/or recommend a Superior Competing Proposal;; or (b) the directors of Klondex shall have withdrawn a Competing Proposal is announced (whether or modified in not on a manner adverse pre-conditional basis and whether pursuant to Paramount their approval or recommendation Rule 2.4 of the Merger City Code, Rule 2.5 of the City Code or shall have approved otherwise) before the Acquisition has lapsed or recommended (with the consent of the Panel) has been withdrawn, and that Competing Proposal or any Superior Proposalother Competing Proposal that is announced (whether or not on a pre-conditional basis and whether pursuant to Rule 2.4 of the City Code, Rule 2.5 of the City Code or otherwise) during the same offer period (as such term is defined in the City Code) as the first Competing Proposal subsequently becomes effective, becomes or is declared unconditional in all respects or is otherwise completed; or (c) if the Acquisition is proceeding by way of the Scheme, the Court Meeting and/or the General Meeting is adjourned without the prior written consent of Bidco (unless such adjournment is a Permitted Adjournment). 9.2 If the Break Fee becomes payable pursuant to clause 9.1, Intec shall pay the Break Fee by not later than five Business Days after the earlier of: (i) the date on which the relevant Competing Proposal becomes effective, becomes or is declared unconditional in all respects or is otherwise completed; or (ii) the time at which Bidco’s original offer lapses or is withdrawn or (if Bidco’s offer is implemented by way of scheme of arrangement) where the Scheme is adjourned sine die. 9.3 All sums payable under this clause 9 shall have been made be paid in the form of an electronic funds transfer for same day value to Klondex such bank account as may be notified by Bidco in writing to Intec and made known shall be paid in full free from any deduction or withholding whatsoever (save only as may be required by law) and without regard to Klondex Shareholders generally any lien, right of set-off, counterclaim or otherwise. 9.4 The parties anticipate, and shall have been made directly use all reasonable endeavours to Klondex Shareholders generally secure, that the Break Fee is not treated for VAT purposes as consideration for a taxable supply. If, however, the Break Fee is determined by HM Revenue & Customs to be in whole or any person shall have publicly announced an intention to make part consideration for a Competing Proposal taxable supply in respect of Klondex and such Competing Proposal which Bidco (or announced intention shall not have been publicly withdrawn prior the representative member of the group of which Bidco is a member) is liable to account for VAT then, to the meeting extent that such VAT is recoverable by Intec (or the representative member of Klondex securityholders called to approve the Merger (the “Klondex Meeting”), thereafter, there group of which Intec is a failure to obtain member) by repayment or credit, the approval amount of the Merger by Klondex securityholders at the Klondex Meeting, and such Competing Proposal or another transaction involving Klondex and the party making the Competing Proposal is completed within 12 months of the Klondex Meeting; Klondex shall, within two (2) business days following such event (which in the case of paragraph 11(c) Break Fee shall be increased to take account of such recoverable VAT, such that (i) the day that is two business days after the completion Break Fee (inclusive of the transaction any amount of VAT); less (ii) any amount of VAT in respect of which Intec (or such representative member) is entitled to credit or repayment, shall be equal to the Competing Proposal)amount that the Break Fee would have been in the absence of any such VAT. For the avoidance of doubt, if and to the extent that such VAT is irrecoverable by Intec (or such representative member) then no additional amount shall be paid in respect of such VAT and the Break Fee shall be VAT inclusive. 9.5 Such adjusting payment as may be required by Intec to give effect to clause 9.4 above shall be made five Business Days after the date on which the determination by HM Revenue & Customs has been communicated by Bidco to Intec (together with such evidence of it as is reasonable in the circumstances to provide, and together with the provision of a valid VAT invoice) or, if later, five Business Days after the VAT is recovered. 9.6 Nothing in this Agreement shall oblige Intec to pay to Paramount, Bidco any amount (whether in cash, a fee (the “Break-Fee”) equal to US$2,850,000. In event that Paramount, wilfully breaches this Letter Agreement or form of the Definitive Agreement, in such a manner that to proceed with the Merger would materially adversely affect Klondex, Paramount shall pay to Klondex, within two (2) days following such event, a fee equal to US$2,850,000 (the “Reverse Break-Fee”). Any Reverse Break Fee payable or in damages in respect of any breach of any provision of this Agreement) that the Panel would not permit it to Klondex shall pay pursuant to Rule 21.2 of the City Code or which would otherwise be credited against any damages awarded to Klondex by a court of competent jurisdiction as a result of such wilful breachunlawful.

Break Fee. In the event that(a) If: (ai) either Teck or Westshore shall terminate this Letter Agreement is terminated by Klondex pursuant to subsection 15(eSection 6.2(d)(iii) or Fording shall terminate this Agreement pursuant to Section 6.2(d)(iv) in circumstances where Teck and Westshore are not in material breach of their obligations under this Agreement; (ii) either Fording, Teck or Westshore shall terminate this Agreement pursuant to Section 6.2(d)(v) and the Board of Directors, within six months following the date of the Fording Meeting, approves or recommends an Acquisition Proposal that was publicly made, publicly announced or otherwise publicly disclosed by any Person other than Teck prior to the Fording Meeting but subsequent to the date hereof because Klondex acceptsor such an Acquisition Proposal is actually consummated within six months following the date of the Fording Meeting; or (iii) after OTPP and Sherritt withdraws the SCAI Offer pursuant to Section 2.3(m) of this Agreement, OTPP and/or Sherritt or any of their respective Affiliates makes a new Acquisition Proposal after the date of this Agreement on tee ns substantially similar or superior to those in the SCAI Offer as it existed on December 16, 2002 and enters into the Board of Directors, within six months following the date hereof, approves or recommends such Acquisition Proposal or such Acquisition Proposal is actually consummated within six months following the date of the Fording Meeting, then in any such case Fording shall pay to Teck and Westshore together the Break Fee in immediately available funds to an agreement account designated by Teck and Westshore. Such payment shall be due (A) in respect ofthe case of a termination specified in clause (i), within one Business Day after written notice of termination by Teck or Westshore or (B) in the ease of a Superior Proposal;termination specified in clause (ii) or (iii) above, one Business Day after the approval, recommendation or consummation of an Acquisition Proposal as described in Section 6.3(a)(ii) or (iii). (b) Break fee means $51 million (the directors of Klondex shall have withdrawn or modified in a manner adverse to Paramount their approval or recommendation of the Merger or shall have approved or recommended any Superior Proposal; or"BREAK FEE"). (c) a Competing Proposal Fording's obligations under this Section 63 survive termination or expiry of this Agreement. Fording shall have been made to Klondex and made known to Klondex Shareholders generally or shall have been made directly to Klondex Shareholders generally or any person shall have publicly announced an intention not be obligated to make a Competing Proposal more than one payment pursuant to this Section 6.3. For greater certainty, the Break Fee is payable only in respect of Klondex the circumstances set out in this Section 6.3 and such Competing Proposal or announced intention shall the Break Fee is not have been publicly withdrawn prior to the meeting of Klondex securityholders called to payable solely because Shareholders do not approve the Merger (the “Klondex Meeting”), thereafter, there is a failure to obtain the approval of the Merger by Klondex securityholders at the Klondex Meeting, and such Competing Proposal or another transaction involving Klondex and the party making the Competing Proposal is completed within 12 months of the Klondex Meeting; Klondex shall, within two (2) business days following such event (which in the case of paragraph 11(c) shall be the day that is two business days after the completion of the transaction in respect of the Competing Proposal), pay to Paramount, in cash, a fee (the “Break-Fee”) equal to US$2,850,000. In event that Paramount, wilfully breaches this Letter Agreement or the Definitive Agreement, in such a manner that to proceed with the Merger would materially adversely affect Klondex, Paramount shall pay to Klondex, within two (2) days following such event, a fee equal to US$2,850,000 (the “Reverse Break-Fee”). Any Reverse Break Fee payable to Klondex shall be credited against any damages awarded to Klondex by a court of competent jurisdiction as a result of such wilful breachArrangement Resolution.

Break Fee. In the event that(a) If: (ai) either Teck or Westshore shall terminate this Letter Agreement is terminated by Klondex pursuant to subsection 15(eSection 6.2(d)(iii) or Fording shall terminate this Agreement pursuant to Section 6.2(d)(iv) in circumstances where Teck and Westshore are not in material breach of their obligations under this Agreement; (ii) either Fording, Teck or Westshore shall terminate this Agreement pursuant to Section 6.2(d)(v) and the Board of Directors, within six months following the date of the Fording Meeting, approves or recommends an Acquisition Proposal that was publicly made, publicly announced or otherwise publicly disclosed by any Person other than Teck prior to the Fording Meeting but subsequent to the date hereof because Klondex acceptsor such an Acquisition Proposal is actually consummated within six months following the date of the Fording Meeting; or (iii) after OTPP and Sherritt withdraws the SCAI Offer pursuant to Section 2.3(m) of this Agreement, OTPP and/or Sherritt or any of their respective Affiliates makes a new Acquisition Proposal after the date of this Agreement on terms substantially similar or superior to those in the SCAI Offer as it existed on December 16, 2002 and enters into the Board of Directors, within six months following the date hereof, approves or recommends such Acquisition Proposal or such Acquisition Proposal is actually consummated within six months following the date of the Fording Meeting, then in any such case Fording shall pay to Teck and Westshore together the Break Fee in immediately available funds to an agreement account designated by Teck and Westshore. Such payment shall be due (A) in respect ofthe case of a termination specified in clause (i), within one Business Day after written notice of termination by Teck or Westshore or (B) in the case of a Superior Proposal;termination specified in clause (ii) or (iii) above, one Business Day after the approval, recommendation or consummation of an Acquisition Proposal as described in Section 6.3(a)(ii) or (iii). (b) Break fee means $51 million (the directors of Klondex shall have withdrawn or modified in a manner adverse to Paramount their approval or recommendation of the Merger or shall have approved or recommended any Superior Proposal; or“Break Fee”). (c) a Competing Proposal Fording’s obligations under this Section 6.3 survive termination or expiry of this Agreement. Fording shall have been made to Klondex and made known to Klondex Shareholders generally or shall have been made directly to Klondex Shareholders generally or any person shall have publicly announced an intention not be obligated to make a Competing Proposal more than one payment pursuant to this Section 6.3. For greater certainty, the Break Fee is payable only in respect of Klondex the circumstances set out in this Section 6.3 and such Competing Proposal or announced intention shall the Break Fee is not have been publicly withdrawn prior to the meeting of Klondex securityholders called to payable solely because Shareholders do not approve the Merger (the “Klondex Meeting”), thereafter, there is a failure to obtain the approval of the Merger by Klondex securityholders at the Klondex Meeting, and such Competing Proposal or another transaction involving Klondex and the party making the Competing Proposal is completed within 12 months of the Klondex Meeting; Klondex shall, within two (2) business days following such event (which in the case of paragraph 11(c) shall be the day that is two business days after the completion of the transaction in respect of the Competing Proposal), pay to Paramount, in cash, a fee (the “Break-Fee”) equal to US$2,850,000. In event that Paramount, wilfully breaches this Letter Agreement or the Definitive Agreement, in such a manner that to proceed with the Merger would materially adversely affect Klondex, Paramount shall pay to Klondex, within two (2) days following such event, a fee equal to US$2,850,000 (the “Reverse Break-Fee”). Any Reverse Break Fee payable to Klondex shall be credited against any damages awarded to Klondex by a court of competent jurisdiction as a result of such wilful breachArrangement Resolution.

Break Fee. In the event that(a) If: (ai) either Teck or Westshore shall terminate this Letter Agreement is terminated by Klondex pursuant to subsection 15(eSection 6.2(d)(iii) hereof because Klondex accepts, or Fording shall terminate this Agreement pursuant to Section 6.2(d)(iv) in circumstances where Teck and enters into an agreement Westshore are not in respect of, a Superior Proposalmaterial breach of their obligations under this Agreement; (bii) either Fording, Teck or Westshore shall terminate this Agreement pursuant to Section 6.2(d)(v) and the directors Board of Klondex shall have withdrawn or modified in a manner adverse to Paramount their approval or recommendation Directors, within six months following the date of the Merger Fording Meeting, approves or shall have approved recommends an Acquisition Proposal that was publicly made, publicly announced or recommended otherwise publicly disclosed by any Superior ProposalPerson other than Teck prior to the Fording Meeting but subsequent to the date hereof or such an Acquisition Proposal is actually consummated within six months following the date of the Fording Meeting; or (ciii) a Competing Proposal shall have been made after OTPP and Sherritt withdraw the SCAI Offer pursuant to Klondex and made known to Klondex Shareholders generally or shall have been made directly to Klondex Shareholders generally Section 2.3(m) of this Agreement, OTPP and/or Sherritt or any person shall have publicly announced an intention of their respective Affiliates makes a new Acquisition Proposal after the date of this Agreement on terms substantially similar or superior to make a Competing Proposal those in respect the SCAI Offer as it existed on December 16, 2002 and the Board of Klondex and Directors, within six months following the date hereof, approves or recommends such Competing Acquisition Proposal or announced intention shall not have been publicly withdrawn prior to such Acquisition Proposal is actually consummated within six months following the meeting of Klondex securityholders called to approve the Merger (the “Klondex Meeting”), thereafter, there is a failure to obtain the approval date of the Merger by Klondex securityholders at the Klondex Fording Meeting, then in any such case Fording shall pay to Teck and such Competing Proposal or another transaction involving Klondex Westshore together the Break Fee in immediately available funds to an account designated by Teck and the party making the Competing Proposal is completed within 12 months of the Klondex Meeting; Klondex shall, within two Westshore. Such payment shall be due (2A) business days following such event (which in the case of paragraph 11(ca termination specified in clause (i), within one Business Day after written notice of termination by Teck or Westshore or (B) shall be in the day that is two business days case of a termination specified in clause (ii) or (iii) above, one Business Day after the completion approval, recommendation or consummation of the transaction an Acquisition Proposal as described in respect of the Competing ProposalSection 6.3(a)(ii) or (iii), pay to Paramount, in cash, a fee (the “Break-Fee”) equal to US$2,850,000. In event that Paramount, wilfully breaches this Letter Agreement or the Definitive Agreement, in such a manner that to proceed with the Merger would materially adversely affect Klondex, Paramount shall pay to Klondex, within two (2) days following such event, a fee equal to US$2,850,000 (the “Reverse Break-Fee”). Any Reverse Break Fee payable to Klondex shall be credited against any damages awarded to Klondex by a court of competent jurisdiction as a result of such wilful breach.