Common use of Breakup Fee Clause in Contracts

Breakup Fee. (a) If this Agreement is terminated by SSI or STI or VERITAS pursuant to Section 9.1(h) as a result of a VERITAS Stockholder Rejection and prior to such rejection (i) an Alternative Proposal has not been publicly announced or otherwise publicly disclosed and not withdrawn, and (ii) no Change in Board Recommendation has occurred, then VERITAS shall promptly pay SSI and STI (by wire transfer or cashier's check) a nonrefundable fee equal to the actual reasonable legal, accounting and printing expenses incurred by STI, SSI, the Contributing Companies and/or the Contributed Company Group, but not exceeding $5 million, within three (3) business days following the delivery of an itemized list of such expenses by SSI and STI. (b) If this Agreement is terminated by SSI or STI or VERITAS (i) pursuant to Section 9.1(h) as a result of a VERITAS Stockholder Rejection after an Alternative Proposal has been publicly announced or otherwise publicly disclosed and not withdrawn, (ii) pursuant to Sections 9.1(i) or 9.1(j), then VERITAS shall promptly pay to SSI (by wire transfer or cashier's check) a nonrefundable fee equal to $50 million within ten (10) days following delivery of the notice of termination to or by SSI and STI pursuant to Section 9.2. (c) VERITAS acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, none of STI, SSI or NSMG would enter into this Agreement; accordingly, if VERITAS fails to timely pay the amounts due pursuant to this Section 9.4, and, in order to obtain such payment, STI or SSI commences a suit which results in a judgment against VERITAS for the amounts set forth in this Section 9.4 and such judgment is not set aside or reversed, VERITAS shall pay to STI or SSI their reasonable costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 9.4 at the prime rate of CitiBank in effect on the date such payment was required to be made.

Breakup Fee. (a) If (i) this Agreement is terminated by SSI or STI or VERITAS Parent pursuant to Section 9.1(h7.1(f) as a result of a VERITAS Stockholder Rejection and prior to such rejection (i) an Alternative Proposal has not been publicly announced or otherwise publicly disclosed and not withdrawn, and (ii) no Change in Board Recommendation has occurred[Willful Breach], then VERITAS the Partnership shall promptly pay SSI and STI (the Break-Up Fee to Parent, within three business days of such termination, by wire transfer or cashier's check) a nonrefundable fee equal of same day federal funds to the actual reasonable legal, accounting and printing expenses incurred account specified by STI, SSI, the Contributing Companies and/or the Contributed Company Group, but not exceeding $5 million, within three (3) business days following the delivery of an itemized list of such expenses by SSI and STIParent. (b) If (i) this Agreement is terminated by SSI or STI or VERITAS (i) Parent pursuant to Section 9.1(h7.1(e) as a result [Breach of a VERITAS Stockholder Rejection Representation or Failure to Perform Covenant] and (ii) prior to such termination and after the date of this Agreement, any person (other than Parent, Merger Sub or any of their respective affiliates) shall have made an Alternative Proposal has Acquisition Proposal, which shall have been publicly announced or disclosed or otherwise publicly disclosed communicated to the GP Board or any affiliate of the General Partner (including Caribou and Ox but excluding their respective affiliates (other than the Partnership and its Subsidiaries)) and not withdrawnhave been withdrawn prior to such termination and (iii) within 12 months after the date of such termination, the Partnership enters into a definitive agreement with respect to an Acquisition Proposal (ii) pursuant or publicly approves or recommends to Sections 9.1(ithe unitholders of the Partnership or otherwise does not oppose, in the case of a tender or exchange offer, an Acquisition Proposal) or 9.1(jconsummates an Acquisition Proposal, then the Partnership shall pay to Parent, within three business days of the first to occur of the events described in clause (iii), then VERITAS shall promptly pay to SSI (the Breakup Fee , by wire transfer or cashier's check) a nonrefundable fee equal of same day federal funds to $50 million within ten (10) days following delivery of the notice of termination to or account specified by SSI and STI pursuant to Section 9.2Parent. (c) VERITAS acknowledges Solely for purposes of this Section 7.3, “Acquisition Transaction” shall have the meaning ascribed thereto in Section 5.4(c)(i), except that all references to “25% or more” shall be changed to “more than 50%.” (d) As used in this Agreement, “Breakup Fee” means $97,500,000. Upon payment of the Breakup Fee to Parent pursuant to Section 7.3(a) or Section 7.3(b), no parties shall have any further liability with respect to this Agreement or the transactions contemplated hereby to the Partnership or its unitholders or Parent or its unitholders, as applicable; provided that nothing herein shall release any party from liability arising out of or the result of fraud. The parties acknowledge and agree that in no event shall the Partnership be required to pay the Breakup Fee, as applicable, on more than one occasion. In addition, the parties acknowledge that the agreements contained in this Section 9.4 7.3 are an integral part of the transactions contemplated by this AgreementAgreement and are not a penalty, and that, without these agreements, none of STI, SSI or NSMG neither party would enter into this Agreement; accordingly, if VERITAS . If the Partnership fails to timely pay promptly the amounts due pursuant to this Section 9.47.3, and, in order the Partnership will also pay to obtain such payment, STI or SSI commences a suit which results in a judgment against VERITAS for Parent interest on the amounts set forth in unpaid amount under this Section 9.4 7.3, accruing from its due date, at an interest rate per annum equal to two percentage points in excess of the prime commercial lending rate quoted by The Wall Street Journal and such judgment is not set aside or reversed, VERITAS shall pay to STI or SSI their the reasonable costs and out-of-pocket expenses (including attorneys' fees and expenseslegal fees) in connection with any action taken to collect payment. Any change in the interest rate hereunder resulting from a change in such suit, together with interest on the amounts set forth in this Section 9.4 prime rate will be effective at the prime rate beginning of CitiBank in effect on the date of such payment was required to be madechange in such prime rate.

Breakup Fee. (a) If this Agreement is terminated by SSI or STI or VERITAS pursuant to Section 9.1(h) as a result of a VERITAS Stockholder Rejection and prior to such rejection (i) an Alternative Proposal has not been publicly announced or otherwise publicly disclosed and not withdrawn, and (ii) no Change in Board Recommendation has occurred, then VERITAS shall promptly pay SSI and STI (by wire transfer or cashier's check) a nonrefundable fee equal to the actual reasonable legal, accounting and printing expenses incurred by STI, SSI, the Contributing Companies and/or the Contributed Company Group, but not exceeding $5 million, within three (3) business days following the delivery of an itemized list of such expenses by SSI and STI. . A-67 69 (b) If this Agreement is terminated by SSI or STI or VERITAS (i) pursuant to Section 9.1(h) as a result of a VERITAS Stockholder Rejection after an Alternative Proposal has been publicly announced or otherwise publicly disclosed and not withdrawn, (ii) pursuant to Sections 9.1(i) or 9.1(j), then VERITAS shall promptly pay to SSI (by wire transfer or cashier's check) a nonrefundable fee equal to $50 million within ten (10) days following delivery of the notice of termination to or by SSI and STI pursuant to Section 9.2. . (c) VERITAS acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, none of STI, SSI or NSMG would enter into this Agreement; accordingly, if VERITAS fails to timely pay the amounts due pursuant to this Section 9.4, and, in order to obtain such payment, STI or SSI commences a suit which results in a judgment against VERITAS for the amounts set forth in this Section 9.4 and such judgment is not set aside or reversed, VERITAS shall pay to STI or SSI their reasonable costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 9.4 at the prime rate of CitiBank in effect on the date such payment was required to be made.. 10. Survival of Representations 10.1

Breakup Fee. (a) If (i) this Agreement is terminated by SSI or STI or VERITAS pursuant to Section 9.1(h7.1(b) as a result [End Date], and, at the time of a VERITAS Stockholder Rejection and prior such termination, Parent could have terminated this Agreement pursuant to such rejection (iSection 7.1(g) an Alternative Proposal has not been publicly announced [Company Breach of Representation or otherwise publicly disclosed and not withdrawnFailure to Perform Covenant], and (ii) no Change in Board Recommendation has occurredwithin twelve (12) months after such termination of this Agreement, the Company shall have consummated, or shall have entered into an agreement to consummate (which may be consummated after such twelve (12)-month period), a Company Acquisition Transaction, then VERITAS the Company shall promptly pay SSI and STI (to Parent an amount equal to the Company Breakup Fee, by wire transfer or cashier's check) a nonrefundable fee equal of same day federal funds to the actual reasonable legalaccount specified by Parent, accounting and printing expenses incurred by STI, SSI, on the Contributing Companies and/or earlier of the Contributed public announcement of the Company’s entry into such agreement or the consummation of any such Company Group, but not exceeding $5 million, within three (3) business days following the delivery of an itemized list of such expenses by SSI and STIAcquisition Transaction. (b) If (i) this Agreement is terminated by SSI or STI or VERITAS (i) Parent pursuant to Section 9.1(h7.1(g) as [Company Breach of Representation or Failure to Perform Covenant] and (ii) prior to such termination and after the date of this Agreement, any person (other than Parent, Merger Subs or any of their respective affiliates) shall have made a result of a VERITAS Stockholder Rejection after an Alternative Company Acquisition Proposal has been that was publicly announced or disclosed or otherwise publicly disclosed communicated to the Company Board and not withdrawnwithdrawn prior to such termination, then if within twelve (ii12) pursuant months after such termination of this Agreement, the Company shall have consummated, or shall have entered into an agreement to Sections 9.1(i) or 9.1(jconsummate (which may be consummated after such twelve (12)-month period), a Company Acquisition Transaction, then VERITAS the Company shall promptly pay to SSI (Parent an amount equal to the Company Breakup Fee, by wire transfer or cashier's check) a nonrefundable fee equal of same day federal funds to $50 million within ten (10) days following delivery the account specified by Parent, on the earlier of the notice public announcement of termination to the Company’s entry into such agreement or by SSI and STI pursuant to Section 9.2the consummation of any such Company Acquisition Transaction. (c) VERITAS acknowledges If (i) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(d) [No Company Shareholder Approval], (ii) prior to the Company Shareholders’ Meeting, any person (other than Parent, Merger Subs or any of their respective affiliates) shall have made a Company Acquisition Proposal that was publicly announced or publicly disclosed or otherwise communicated to the agreements contained in this Section 9.4 are an integral part Company Board and not withdrawn prior to the Company Shareholders’ Meeting, and (iii) within twelve (12) months after such termination of the transactions contemplated by this Agreement, and thatthe Company shall have consummated, without these agreementsor shall have entered into an agreement to consummate (which may be consummated after such twelve (12)-month period), none of STIa Company Acquisition Transaction, SSI or NSMG would enter into this Agreement; accordingly, if VERITAS fails to timely pay then the amounts due pursuant to this Section 9.4, and, in order to obtain such payment, STI or SSI commences a suit which results in a judgment against VERITAS for the amounts set forth in this Section 9.4 and such judgment is not set aside or reversed, VERITAS Company shall pay to STI or SSI their reasonable costs and expenses (including attorneys' fees and expenses) in connection with such suitParent an amount equal to the Company Breakup Fee, together with interest by wire transfer of same day federal funds to the account specified by Parent, on the amounts set forth in this Section 9.4 at earlier of the prime rate public announcement of CitiBank in effect on the date Company’s entry into such payment was required to be madeagreement or the consummation of any such Company Acquisition Transaction.

Breakup Fee. (a) If The Company agrees that if this Agreement is ----------- shall be terminated pursuant to: (i) Section 6.1(f) because the Agreement, the Merger and the Required Amendments shall fail to receive the requisite vote for approval and adoption by SSI or STI or VERITAS pursuant to Section 9.1(h) as a result the shareholders of a VERITAS Stockholder Rejection and the Company (unless, prior to such rejection termination, either Parent or the Company shall have had another valid basis for terminating this Agreement and shall have given notice of termination pursuant to any paragraph of Section 6.1, except in the case of the Company, paragraph (if) an Alternative Proposal has not been publicly announced or otherwise publicly disclosed and not withdrawn, and (g)); or (ii) no Change Section 6.1(g); then in Board Recommendation has occurred, then VERITAS shall promptly pay SSI and STI (by wire transfer or cashier's check) a nonrefundable fee equal to the actual reasonable legal, accounting and printing expenses incurred by STI, SSIeither such case, the Contributing Companies and/or the Contributed Company Group, but not exceeding shall pay to Parent $5 million, within three (3) business days following the delivery of an itemized list of such expenses by SSI and STI3,500,000. (b) If this Agreement is terminated by SSI or STI or VERITAS (i) pursuant to Section 9.1(h) as a result In the event of a VERITAS Stockholder Rejection after an Alternative Proposal has been publicly announced or otherwise publicly disclosed and not withdrawn, (ii) pursuant to Sections 9.1(i) or 9.1(jtermination by Parent in accordance with Section 6.3(a), and the Company shall consummate a Business Combination within 18 months from the date of this Agreement, then VERITAS in any such case, the Company shall promptly pay to SSI (by wire transfer or cashier's check) a nonrefundable fee equal to Parent an additional $50 million within ten (10) days following delivery of the notice of termination to or by SSI and STI pursuant to Section 9.25,000,000. (c) VERITAS acknowledges Any cash payment required to be made pursuant to subsection 6.1(a) above shall be made upon the date which is 30 days after (i) the date of the shareholders meeting in the case the Agreement is terminated pursuant to subsection 6.1(a)(i) above or (ii) the date the Board of Directors of the Company shall have approved or recommended a Transaction Proposal to the Company's shareholders or recommend that the agreements contained Company's shareholders tender their shares pursuant to a Takeover Proposal or otherwise fails to recommend that the Company's shareholders reject a Takeover Proposal, in the case this Agreement is terminated pursuant to subsection 6.1(a)(ii) above. Any such payment shall be made by wire transfer of immediately available funds to an account designated by Parent and terminations of the Company's obligations in subsection 6.3(a) shall not occur until such payment shall have been made pursuant hereto. (d) Any cash payment required to be made pursuant to Section 6.3(b) shall be made upon the date which is 60 days after the date the Company enters into a definitive agreement with respect to such Business Combination, by wire transfer of immediately available funds to an account designated by Parent, and termination of the Company's obligations under Section 6.3(b) shall not occur until such payment shall have been made pursuant hereto. The Company covenants and agrees that it will not enter into a definitive agreement relating to a Transaction Proposal that would, if consummated, require the payment of any amounts by the Company pursuant to Section 6.3(b) unless the other party or parties thereto agree unconditionally in writing (a copy of which shall be furnished to Parent as soon as practicable after the public announcement of such proposed Transaction Proposal) to assume, undertake and perform all of the Company's payment obligations under this Section 9.4 are an integral part of the transactions contemplated by this Agreement6.3, and that, without these agreements, none of STI, SSI or NSMG would enter into this Agreement; accordingly, if VERITAS fails to timely pay the amounts due pursuant to this Section 9.4, and, in order to obtain such payment, STI or SSI commences a suit which results in a judgment against VERITAS for the amounts set forth in this Section 9.4 and such judgment is not set aside or reversed, VERITAS shall pay to STI or SSI their reasonable costs and any legal expenses (including attorneys' fees and expenses) incurred by Parent in connection with such suit, together with interest on the amounts set forth in enforcement thereof. (e) For purposes of this Section 9.4 at the prime rate of CitiBank in effect on the date such payment was required to be made.Agreement:

Breakup Fee. (a) If this Agreement is terminated by SSI or STI or VERITAS pursuant to Section 9.1(h10.1(c), 10.1(d), 10.1(e) or 10.1(f) (except in the event of termination by Buyer pursuant to Section 10.1(f) as a result of a VERITAS Stockholder Rejection Material Adverse Change or a Pandemic Shut Down has occurred and prior is ongoing as of the Outside Date (as may be extended)) and, in the case of a termination pursuant to such rejection Section 10.1(f): (i) an Alternative Proposal has not at the time of such termination all other conditions to Buyer’s obligations to consummate the Closing pursuant to Section 9.2 have been publicly announced satisfied (other than (x) the conditions set forth in Section 9.2(d) as they relate to the absence of any order, executive order, stay, decree, judgment or otherwise publicly disclosed injunction or statute, rule, or regulation that is in effect (whether temporary, preliminary or permanent) and not withdrawnthat prevents or prohibits the consummation of any of the transactions contemplated by this Agreement or that makes it illegal for J&J to perform its obligations hereunder, or Section 9.2(e) as they relate to the necessary clearances under the HSR Act (if applicable) or the condition set forth in Section 9.2(g) as it relates to a Gaming Approval, and (y) any such conditions which by their nature are to be satisfied by the Closing Date or the satisfaction of which are conditioned on the Closing occurring, but that are reasonably capable of being so satisfied by the Outside Date), and (ii) no Change to the extent applicable, Seller and Parent stood ready, willing and able to consummate the Closing on such date, then, J&J Ventures shall pay a breakup fee in Board Recommendation has occurred, then VERITAS shall promptly pay SSI and STI the amount of $10,000,000 (the “Breakup Fee”) by wire transfer of immediately available funds to an account or cashier's check) a nonrefundable fee equal to the actual reasonable legalaccounts designated by Parent, accounting and printing expenses incurred by STI, SSI, the Contributing Companies and/or the Contributed Company Group, but not exceeding $5 million, within no later than three (3) business days following the delivery of an itemized list of Business Days after such expenses by SSI and STItermination. (b) If this Agreement is terminated by SSI or STI or VERITAS (i) pursuant to Section 9.1(h) as a result of a VERITAS Stockholder Rejection after an Alternative Proposal has been publicly announced or otherwise publicly disclosed and not withdrawn, (ii) pursuant to Sections 9.1(i) or 9.1(j), then VERITAS shall promptly pay to SSI (by wire transfer or cashier's check) a nonrefundable fee equal to $50 million within ten (10) days following delivery of the notice of termination to or by SSI and STI pursuant to Section 9.2. (c) VERITAS acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, none of STI, SSI or NSMG would enter into this Agreement; accordingly, if VERITAS J&J Ventures fails to timely pay pay, or cause to be paid, the amounts Breakup Fee to Parent, by the due pursuant to this Section 9.4date set forth herein, and, in order to obtain such payment, STI or SSI Seller commences a suit which that results in a final and non-appealable judgment against VERITAS J&J Ventures for the amounts set forth in this Section 9.4 and such judgment is not set aside or reversedBreakup Fee, VERITAS J&J Ventures shall pay to STI or SSI their Seller its reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred by Seller, Company or any of their respective affiliates in connection with such suit, together with interest on the amounts set forth in this due pursuant to Section 9.4 10.4 from the date such payment was required to be made until the date of payment at the prime lending rate of CitiBank as published in The Wall Street Journal in effect on the date such payment was required to be mademade (such costs, expenses and interest, collectively, the “Collection Costs”). Such interest shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed. (c) Notwithstanding anything to the contrary in this Agreement, the sole and exclusive remedy of the Seller Releasing Parties against J&J, J&J Ventures, any J&J Network Firm or any of their respective former, current and future representatives, direct and indirect equityholders, incorporators, stockholders, general and limited partners, successors and assignees and any former, current or future representative, affiliate, direct and indirect equityholder, incorporator, stockholder, general and limited partner, successor and assignee of any of the foregoing (including any financing sources involved with, providing or considering any financing of the transactions contemplated by this Agreement) (collectively, the “J&J Related Parties”), except for Fraud, arising out of or relating to this Agreement at any time before the Closing for the failure of the Closing hereunder to occur for any reason shall be Parent’s and Seller’s right to receive the Breakup Fee and Collection Costs, if any (and such right will only apply in the event this Agreement is validly terminated under the circumstance described in Section 10.4(a) and the Breakup Fee and Collection Costs, if any, are payable pursuant to Section 10.4(a)), and except for Fraud, no J&J Related Party shall have any other liability or obligation to any Seller Related Party relating to or arising out of this Agreement or any related agreement, the performance hereof before the Closing or the failure of the Closing to occur under any theory of law or equity or in respect of any representations, warranties or other agreements made or alleged to be made in connection herewith or therewith, ▇▇▇▇▇▇▇ J&J, J&J Ventures or otherwise, whether by or through attempted piercing of the corporate veil, by or through a Claim by or on behalf of J&J or J&J Ventures against any other J&J Related Party, by the enforcement of any assessment or by any legal or equitable proceeding or remedy, by virtue of any statute, regulation or other applicable Law, or otherwise. (d) The Parties acknowledge and agree that, in no event shall J&J Ventures (or any other Person) be required to pay the Breakup Fee, or any portion thereof, more than once, it being understood that in no event will the Breakup Fee be payable on more than one occasion. (e) Each Party acknowledges that: (i) the agreements contained in this Section 10.4 are an integral part of this Agreement and the transactions contemplated by this Agreement; (ii) the damages resulting from termination of this Agreement under Section 10.1(c), 10.1(d), 10.1(e) or 10.1(f) (whether or not in conjunction with a termination right under 10.1(f)) are uncertain and incapable of accurate calculation and, therefore, the amounts payable pursuant to Section 10.4(a), under the circumstances and subject to the conditions when such payment would be due, are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Seller and Parent for the efforts and resources expended and opportunities foregone while negotiating and performing under this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Closing; and (iii) without the agreements contained in this Section 10.4, the Parties would not have entered into this Agreement.

Breakup Fee. (a) If In connection with the negotiation and signing of this Agreement, Buyer acknowledges and agrees that OSI, its representatives and advisors have devoted significant time and efforts and have incurred significant expenses in connection with the contemplated transaction. OSI and Buyer further agree that (i) in the event that OSI terminates this Agreement is terminated by SSI or STI or VERITAS pursuant to Section 9.1(h6.1(c)(iii) and, at such termination, OSI is not in breach in any material respect of its obligations under Article IV or Article V, or (ii) in the event either party terminates the Agreement pursuant to Section 6.1(c)(i) as a result of a VERITAS Stockholder Rejection the failure of Buyer to pay the Merger Consideration, in consideration of the time and prior to such rejection (i) an Alternative Proposal has not been publicly announced or otherwise publicly disclosed efforts expended and not withdrawn, and (ii) no Change in Board Recommendation has occurred, then VERITAS shall promptly pay SSI and STI (by wire transfer or cashier's check) a nonrefundable fee equal to the actual reasonable legal, accounting and printing expenses incurred by STIOSI, SSIits representatives and advisors relating to the transaction contemplated by this Agreement, the Contributing Companies and/or the Contributed Company Group, but not exceeding $5 million, within three (3) business days following the delivery of an itemized list of such expenses by SSI and STI. (b) If this Agreement is terminated by SSI or STI or VERITAS (i) pursuant to Section 9.1(h) as shall pay OSI a result of a VERITAS Stockholder Rejection after an Alternative Proposal has been publicly announced or otherwise publicly disclosed and not withdrawn, (ii) pursuant to Sections 9.1(i) or 9.1(j), then VERITAS fee which shall promptly pay to SSI (by wire transfer or cashier's check) a nonrefundable fee be equal to $50 million within ten (10) days following delivery 4.0% of the notice of termination to or by SSI and STI pursuant to Section 9.2. (c) VERITAS Merger Consideration. Buyer acknowledges that the agreements contained in this Section 9.4 6.3 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, none of STI, SSI or NSMG OSI would not enter into this Agreement; accordingly. Accordingly, if VERITAS Buyer fails promptly to timely pay the amounts any amount due to OSI pursuant to this Section 9.46.3, and, it shall also pay any costs and expenses incurred by OSI in order connection with a legal action to obtain such payment, STI or SSI commences a suit which enforce this Agreement that results in a judgment against VERITAS Buyer for such amount. (b) In connection with the amounts set forth negotiation and signing of this Agreement, OSI acknowledges and agrees that Buyer, its representatives and advisors have devoted significant time and efforts and have incurred significant expenses in connection with the contemplated transaction. OSI and Buyer further agree that in the event that (i) Buyer terminates this Agreement pursuant to Section 6.1(b), or Section 6.1(c)(iii) and, at such termination, Buyer is not in breach in any material respect of its obligations under Article IV or Article V, or (ii) this Agreement is terminated pursuant to Section 6.1(c)(iv) and within twelve (12) months following such termination, OSI enters into a definitive agreement to consummate, or consummates an OSI Acquisition Proposal, OSI, in consideration of the time and efforts expended and the expenses incurred by Buyer, its representatives and advisors relating to the transaction contemplated by this Agreement, shall pay Buyer a fee which shall be equal to 4.0% of the Merger Consideration. OSI acknowledges that the agreements contained in this Section 9.4 6.3 are an integral part of the transactions contemplated by this Agreement and such judgment is that, without these agreements, Buyer would not set aside or reversedenter into this Agreement. Accordingly, VERITAS if OSI fails promptly to pay any amount due to Buyer pursuant to this Section 6.3, it shall also pay to STI or SSI their reasonable any costs and expenses (including attorneys' fees and expenses) incurred by Buyer in connection with a legal action to enforce this Agreement that results in a judgment against OSI for such suit, together with interest on the amounts set forth in this Section 9.4 at the prime rate of CitiBank in effect on the date such payment was required to be madeamount.

Breakup Fee. Notwithstanding any other provisions of this Agreement or the Option Agreement, including, without limitation, Section 10.02, and Section 4(c) of the Option Agreement, if Buyer exercises the Option and the Closing does not occur on or prior to the Purchase Expiration Date, Buyer shall pay to Sellers, no later than five (5) Business Days after the Purchase Expiration Date, a breakup fee in the amount of Five Hundred Thousand Dollars ($500,000), which breakup fee shall be delivered to an account designated in writing by Sellers, by wire transfer of immediately available funds; provided that such breakup fee shall not be payable if the Closing does not occur on account of any of the following: (a) If this Agreement is terminated by SSI or STI or VERITAS terminates pursuant to Section 9.1(h10.01(a) as a result of a VERITAS Stockholder Rejection and prior to such rejection (i) an Alternative Proposal has not been publicly announced or otherwise publicly disclosed and not withdrawn, and (ii) no Change in Board Recommendation has occurred, then VERITAS shall promptly pay SSI and STI (by wire transfer or cashier's check) a nonrefundable fee equal to the actual reasonable legal, accounting and printing expenses incurred by STI, SSI, the Contributing Companies and/or the Contributed Company Group, but not exceeding $5 million, within three (3) business days following the delivery of an itemized list of such expenses by SSI and STI.Section 10.01(d)(i); (b) If this Agreement is terminated by SSI or STI or VERITAS (i) pursuant Sellers fail to comply with the covenants set forth in Section 9.1(h) as a result of a VERITAS Stockholder Rejection after an Alternative Proposal has been publicly announced or otherwise publicly disclosed and not withdrawn, (ii) pursuant to Sections 9.1(i) or 9.1(j), then VERITAS shall promptly pay to SSI (by wire transfer or cashier's check) a nonrefundable fee equal to $50 million within ten (10) days following delivery of the notice of termination to or by SSI and STI pursuant to Section 9.2.6.11; (c) VERITAS acknowledges that there shall have occurred a Material Adverse Effect or a Material Adverse Event (as defined in the agreements contained Option Agreement); (d) a Governmental Authority shall have issued any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Section 9.4 are an integral part Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereby to be rescinded following completion thereof; or (e) all material consents of, or registrations, declarations or filings with, any Governmental Authority required to be obtained by Sellers or the Company for the consummation of the transactions contemplated by this AgreementAgreement shall not have been obtained or filed. For purposes of clarity, this Section 10.03 shall not restrict, limit or in any other way affect the provisions of Section 8.01 or Section 10.01(b), and that, without these agreements, none of STI, SSI or NSMG would enter into Sellers agree that this Agreement; accordingly, Section 10.03 serves only to provide for a breakup fee as Sellers’ sole and exclusive remedy if VERITAS Buyer exercises the Option and fails to timely pay close on the amounts due pursuant to this Section 9.4, and, in order to obtain such payment, STI or SSI commences a suit which results in a judgment against VERITAS transactions contemplated hereby for the amounts any reason other than those set forth in this Section 9.4 and such judgment is not set aside or reversed, VERITAS shall pay to STI or SSI their reasonable costs and expenses 10.03. 4. Buyer agrees that the Company’s entering into an employment agreement (including attorneys' fees and expensesthe Management Incentive Unit Agreement attached thereto) in connection with such suit, together with interest on the amounts set forth in this Section 9.4 at the prime rate of CitiBank in effect on the date such payment was required attached hereto as Exhibit A shall not be deemed to be madea breach or violation of any of the terms of the Purchase Agreement or the Option Agreement. 5. Except as expressly modified by this Amendment, all terms and conditions of the Purchase Agreement shall remain in full force and effect. 6. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same instrument. A signed, including electronically signed, copy of this Amendment delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.

Breakup Fee. Seller hereby confirms that it is integral to the process of arranging an orderly sale of the Purchased Assets to proceed by selecting Buyer to enter into this Agreement in order to present the Bankruptcy Court with arrangements for obtaining the highest realizable prices for the Purchased Assets and that, without Buyer having committed substantial time and effort to such process, the estate of Seller may have had to employ a less orderly sale process and thereby incur higher costs and risk attracting lower prices. Accordingly, the contributions of Buyer to the process have provided substantial benefit to the estate of Seller. Seller acknowledges that Buyer would not have invested the effort in negotiating and documenting the transaction provided for herein and incurring duties to pay its outside advisers if Buyer were not entitled to the Breakup Fee. Accordingly, upon the first to occur of any of the following events: (ai) If this Agreement is terminated by SSI or STI or VERITAS pursuant to Section 9.1(h12.1(f) as a result of a VERITAS Stockholder Rejection or Section 12.1(i) hereof and prior at such ▇▇▇▇ ▇▇▇▇▇▇ does not have the right to such rejection (i) an Alternative Proposal has not been publicly announced or otherwise publicly disclosed and not withdrawn, and terminate this Agreement pursuant to Section 12.1(d); (ii) no Change in Board Recommendation has occurred, then VERITAS shall promptly pay SSI the Bankruptcy Court enters an order authorizing the sale of the Purchased Assets to a party other than Buyer (a “Third-Party Buyer”) and STI (by wire transfer or cashier's checkat such ▇▇▇▇ ▇▇▇▇▇▇ does not have the right to terminate this Agreement pursuant to Section 12.1(d) a nonrefundable fee equal and the sale of the Purchased Assets to the actual reasonable legalThird-Party Buyer is consummated; (iii) Seller seeks, accounting supports or fails to oppose, any of the following actions that could reasonably cause the Purchased Assets not to be sold to Buyer pursuant to this Agreement and printing expenses incurred at such ▇▇▇▇ ▇▇▇▇▇▇ does not have the right to terminate this Agreement pursuant to Section 12.1(d): (A) dismissal of the Bankruptcy Case; (B) filing of a plan of reorganization or liquidation, sale pursuant to Section 363 of the Bankruptcy Code, dissolution, merger, or substantially similar transaction that is inconsistent with the sale of the Purchased Assets, including the Assumed Contracts, to Buyer pursuant to this Agreement, except as permitted by STIthe Sale Procedures Order; (C) the appointment of a liquidator or similar Person for the purpose of liquidating the Purchased Assets; or (D) liquidation of the Purchased Assets pursuant to a proceeding under Chapter 11 of the Bankruptcy Code or conversion of the Bankruptcy Case to a proceeding under Chapter 7 of the Bankruptcy Code; and (iv) termination of this Agreement by Buyer pursuant to Section 12.1(j). then, SSIBuyer shall, without further court order, be entitled to receive $700,000 (the Contributing Companies and/or “Breakup Fee”). The payment of the Contributed Company Group, but not exceeding $5 million, Breakup Fee shall be made from proceeds of the sale to the Third-Party Buyer or an Alternative Transaction (notwithstanding any Liens on such proceeds) within three (3) business days following the delivery of an itemized list of such expenses by SSI and STI. (b) If this Agreement is terminated by SSI or STI or VERITAS (i) pursuant to Section 9.1(h) as a result of a VERITAS Stockholder Rejection after an Alternative Proposal has been publicly announced or otherwise publicly disclosed and not withdrawn, (ii) pursuant to Sections 9.1(i) or 9.1(j), then VERITAS shall promptly pay to SSI (by wire transfer or cashier's check) a nonrefundable fee equal to $50 million within ten (10) days following delivery Business Days of the notice of termination to or by SSI and STI pursuant to Section 9.2. (c) VERITAS acknowledges that the agreements contained in this Section 9.4 are an integral part closing of the transactions contemplated by this Agreementsale to such Third-Party Buyer or such Alternative Transaction, and except that, without these agreementsat all times that Buyer is entitled to but has not received the Breakup Fee, none Buyer shall have a claim for administrative expense under sections 503(b) and 507(a)(1) of STI, SSI or NSMG would enter into this Agreement; accordingly, if VERITAS fails to timely pay the amounts due pursuant to this Section 9.4, and, Bankruptcy Code in order to obtain such payment, STI or SSI commences a suit which results the Bankruptcy Case in a judgment against VERITAS for respect of the amounts set forth in this Section 9.4 and such judgment is not set aside or reversed, VERITAS shall pay to STI or SSI their reasonable costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 9.4 at the prime rate of CitiBank in effect on the date such payment was required to be madeBreakup Fee.