Common use of Certain Effects of Termination Clause in Contracts

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 8.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Purchasers, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (x) as set forth in the preceding sentence and (y) that the provisions of Section 4.5 (Confidentiality), Sections 7.2 to 7.4 (Counterparts, Governing Law, Entire Agreement) and Sections 7.6 through 7.15 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance and Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. The parties have caused this Securities Purchase Agreement to be executed as of the date first written above. FIREEYE, INC. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Vice President, General Counsel and Secretary Purchasers CLEARSKY SECURITY FUND I LLC By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director Address: ClearSky Security Fund I LLC Attn. Managing Directors 000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000 Facsimile: [***] CLEARSKY POWER & TECHNOLOGY FUND II LLC By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director Address: ClearSky Power & Technology Fund II LLC Attn. Managing Directors 000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000 Facsimile: [***] EXHIBIT A DEFINED TERMS

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 8.17.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the PurchasersPurchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (xi) as set forth in the preceding sentence and (yii) that the provisions of Section 4.5 (Confidentiality), Sections 7.2 6.2 to 7.4 6.4 (Counterparts, Governing Law, Entire Agreement) and Sections 7.6 Section 6.6 through 7.15 Section 6.14 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance and Performance, Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. The parties have caused this Securities Purchase Agreement to be executed as of the date first written above. FIREEYE, COMPANY FINANCE OF AMERICA COMPANIES INC. By: /s/ Xxxxx Xxxx Gxxxxx Xxxxxxx Name: Xxxxx Xxxx Gxxxxx Xxxxxxx Title: President & Interim Chief Executive Vice President, General Counsel and Secretary Purchasers CLEARSKY SECURITY FUND I Officer LXXXXX FAMILY HOLDINGS LLC By: /s/ Xxx Xxxx Bxxxx X. Xxxxxx Name: Xxx Xxxx Bxxxx X. Xxxxxx Title: Managing Director Address: ClearSky Security Fund I LLC Attn. Managing Directors 000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000 Facsimile: [***] CLEARSKY POWER & TECHNOLOGY FUND II LLC By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director Address: ClearSky Power & Technology Fund II LLC Attn. Managing Directors 000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000 Facsimile: [***] Manager EXHIBIT A DEFINED TERMS

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 8.19.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the PurchasersPurchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (x) as set forth in the preceding sentence and (y) that the provisions of Section 4.5 4.2 (Confidentiality), Sections 7.2 8.1 to 7.4 8.3 (Counterparts, Governing Law, Entire Agreement), Section 8.4 (Expenses) and Sections 7.6 8.5 through 7.15 8.13 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance and Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. (Signature page follows) The parties have caused this Securities Purchase Agreement to be executed as of the date first written above. FIREEYEUPLAND SOFTWARE, INC. By: /s/ Xxxx X. XxXxxxxx Name: Xxxx X. XxXxxxxx Title: Chief Executive Officer XXXXXXX AGGREGATOR, LP By: XXXXXXX AGGREGATOR GP, LLC, its General Partner By: /s/ Xxxxx Xxxx Xxxxx Name: Xxxxx Xxxx Xxxxx Title: Executive Vice President, General Counsel and Secretary Purchasers CLEARSKY SECURITY FUND I LLC By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director Address: ClearSky Security Fund I LLC Attn. Managing Directors 000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000 Facsimile: [***] CLEARSKY POWER & TECHNOLOGY FUND II LLC By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director Address: ClearSky Power & Technology Fund II LLC Attn. Managing Directors 000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000 Facsimile: [***] President EXHIBIT A DEFINED TERMS

Certain Effects of Termination. In the event that this Agreement is terminated prior to the Initial Closing in accordance with Section 8.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the PurchasersPurchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such terminationtermination prior to the Initial Closing, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (x) as set forth in the preceding sentence and (y) that the provisions of Section 4.5 (Confidentiality), Sections 7.2 to 7.4 (Counterparts, Governing Law, Entire Agreement) and Sections 7.6 through 7.15 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance and Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. In the event of the termination of the parties’ obligations to effect any Additional Closing pursuant to this Agreement following the Initial Closing in accordance with Section 8.2, (i) the parties’ obligations under Sections 1.1(c) and (d) and 1.2(c) shall be null and void and of no further force or effect, (ii) all other provisions of this Agreement shall remain in full force and effect, and (iii) no party shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of Sections 1.1(c) and (d) and 1.2(c) or with respect to such Additional Closing generally, except to the extent of any actual fraud in the making of the representations and warranties set forth in this Agreement or in any certificate delivered hereunder or intentional or willful breach of this Agreement with respect thereto prior to such termination. (Signature page follows) The parties have caused this Securities Purchase Agreement to be executed as of the date first written above. FIREEYEARRAY TECHNOLOGIES, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer Purchaser BCP HELIOS AGGREGATOR L.P. By: BCP 8/BEP 3 Holdings Manager L.L.C. Its: General Partner By: Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Vice President, General Counsel and Secretary Purchasers CLEARSKY SECURITY FUND I LLC By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Senior Managing Director Address: ClearSky Security Fund I LLC Attn. Managing Directors 000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000 Facsimile: [***] CLEARSKY POWER & TECHNOLOGY FUND II LLC By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director Address: ClearSky Power & Technology Fund II LLC Attn. Managing Directors 000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000 Facsimile: [***] EXHIBIT A DEFINED TERMS

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 8.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the PurchasersPurchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (x) as set forth in the preceding sentence and (y) that the provisions of Section 4.5 (Confidentiality), Sections 7.2 to 7.4 (Counterparts, Governing Law, Entire Agreement) and Sections 7.6 through 7.15 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance and Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. The parties have caused this Securities Purchase Agreement to be executed as of the date first written above. FIREEYE, INC. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Vice President, General Counsel and Secretary Purchasers CLEARSKY SECURITY FUND I LLC Purchaser BTO DELTA HOLDINGS DE L.P. By: BTO Holdings Manager L.L.C., its general partner By: Blackstone Tactical Opportunities Associates L.L.C., its managing member By: BTOA L.L.C., its sole member By: /s/ Xxx Xxxx Xxxxxxxxxxx X. Xxxxx Name: Xxx Xxxx Xxxxxxxxxxx X. Xxxxx Title: Managing Director Address: ClearSky Security Fund I LLC Attn. Managing Directors 000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000 Facsimile: [***] CLEARSKY POWER & TECHNOLOGY FUND II LLC By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director Address: ClearSky Power & Technology Fund II LLC Attn. Managing Directors 000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000 Facsimile: [***] Authorized Person EXHIBIT A DEFINED TERMS

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 8.17.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the PurchasersPurchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (xi) as set forth in the preceding sentence and (yii) that the provisions of Section 4.5 (Confidentiality), Sections 7.2 6.2 to 7.4 6.4 (Counterparts, Governing Law, Entire Agreement) and Sections 7.6 Section 6.6 through 7.15 Section 6.14 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance and Performance, Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. The parties have caused this Securities [Signature Page to Stock Purchase Agreement to be executed as of the date first written above. FIREEYE, INC. Agreement] XXXXXX FAMILY HOLDINGS LLC By: /s/ Xxxxx Xxxx X. Xxxxxx____________ Name: Xxxxx Xxxx X. Xxxxxx Title: Executive Vice President, General Counsel and Secretary Purchasers CLEARSKY SECURITY FUND I LLC By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director Address: ClearSky Security Fund I LLC Attn. Managing Directors 000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000 Facsimile: [***] CLEARSKY POWER & TECHNOLOGY FUND II LLC By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director Address: ClearSky Power & Technology Fund II LLC Attn. Managing Directors 000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000 Facsimile: [***] EXHIBIT A DEFINED TERMSManager

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 8.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the PurchasersPurchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (x) as set forth in the preceding sentence and (y) that the provisions of Section 4.5 4.4 (Confidentiality), Sections 7.2 to 7.4 (Counterparts, Governing Law, Entire Agreement), Section 7.5 (Expenses) and Sections 7.6 through 7.15 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance and Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. (Signature page follows) The parties have caused this Securities Purchase Agreement to be executed as of the date first written above. FIREEYE, INC. API GROUP CORPORATION By: /s/ Xxxxx Xxxx Xxxxxxx Xxxxxx Name: Xxxxx Xxxx Xxxxxxx Xxxxxx Title: Chief Executive Vice PresidentOfficer Purchaser BTO JUNO HOLDINGS L.P. By: BTO Holdings Manager L.L.C., General Counsel and Secretary Purchasers CLEARSKY SECURITY FUND I LLC its general partner By: Blackstone Tactical Opportunities Associates L.L.C., its managing member By: BTOA L.L.C., its sole member By: /s/ Xxx Xxxx Xxxxxxxxxxx X. Xxxxx Name: Xxx Xxxx Xxxxxxxxxxx X. Xxxxx Title: Managing Director AddressAuthorized Person BLACKSTONE TACTICAL OPPORTUNITIES FUND – FD L.P. By: ClearSky Security Fund I LLC Attn. Managing Directors 000 Xxxxxxxx Xxxxxxxxx Xxxx XxxxxBlackstone Tactical Opportunities Associates III – NQ L.P., XX 00000 Facsimileits general partner By: [***] CLEARSKY POWER & TECHNOLOGY FUND II LLC BTO DE GP – NQ L.L.C., its general partner By: /s/ Xxx Xxxx Xxxxxxxxxxx X. Xxxxx Name: Xxx Xxxx Xxxxxxxxxxx X. Xxxxx Title: Managing Director Address: ClearSky Power & Technology Fund II LLC Attn. Managing Directors 000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000 Facsimile: [***] Authorized Person EXHIBIT A DEFINED TERMS

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 8.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the PurchasersPurchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (xi) as set forth in the preceding sentence and (yii) that the provisions of Section 4.5 (Confidentiality), Sections Section 7.2 to 7.4 (Counterparts, Governing Law, Entire Agreement) and Sections Section 7.6 through 7.15 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance and Performance, Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. 37 The parties have caused this Securities Purchase Agreement to be executed as of the date first written above. FIREEYE, AZZ INC. By: /s/ Xxxxx Xxxx /s/Xxxxxx Xxxxxx Name: Xxxxx Xxxx Xxxxxx Xxxxxx Title: Executive Senior Vice President, General Counsel President and Secretary Purchasers CLEARSKY SECURITY FUND I LLC Chief Financial Officer Purchaser BTO PEGASUS HOLDINGS DE L.P. By: /s/ Xxx Xxxx BTO Holdings Manager L.L.C., its general partner By: Blackstone Tactical Opportunities Associates L.L.C., its managing member By: BTOA L.L.C., its sole member By: /s/Xxxxxxxxxxx X. Xxxxx Name: Xxx Xxxx Xxxxxxxxxxx X. Xxxxx Title: Managing Director Address: ClearSky Security Fund I LLC Attn. Managing Directors 000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000 Facsimile: [***] CLEARSKY POWER & TECHNOLOGY FUND II LLC By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director Address: ClearSky Power & Technology Fund II LLC Attn. Managing Directors 000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000 Facsimile: [***] Authorized Person EXHIBIT A DEFINED TERMS

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 8.17.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the PurchasersPurchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (xi) as set forth in the preceding sentence and (yii) that the provisions of Section 4.5 (Confidentiality), Sections 7.2 6.2 to 7.4 6.4 (Counterparts, Governing Law, Entire Agreement) and Sections 7.6 Section 6.6 through 7.15 Section 6.14 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance and Performance, Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. The parties have caused this Securities Purchase Agreement to be executed as of the date first written above. FIREEYE, COMPANY FINANCE OF AMERICA COMPANIES INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President & Interim Chief Executive Officer PURCHASER BTO URBAN HOLDINGS L.L.C. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Vice PresidentManager BLACKSTONE FAMILY TACTICAL OPPORTUNITIES INVESTMENT PARTNERSHIP NQ—ESC L.P. By: BTO-NQ Side-by-Side GP L.L.C., General Counsel and Secretary Purchasers CLEARSKY SECURITY FUND I LLC its general partner By: /s/ Xxx Xxxx Xxxxxxxxxxx X. Xxxxx Name: Xxx Xxxx Xxxxxxxxxxx X. Xxxxx Title: Managing Director AddressChief Operating Officer BTO URBAN HOLDINGS II L.P. By: ClearSky Security Fund I LLC Attn. Managing Directors 000 Xxxxxxxx Xxxxxxxxx Xxxx XxxxxBlackstone Tactical Opportunities Associates L.L.C., XX 00000 Facsimileits general partner By: [***] CLEARSKY POWER & TECHNOLOGY FUND II LLC BTOA L.L.C., its sole member By: /s/ Xxx Xxxx Xxxxxxxxxxx X. Xxxxx Name: Xxx Xxxx Xxxxxxxxxxx X. Xxxxx Title: Managing Director Address: ClearSky Power & Technology Fund II LLC Attn. Managing Directors 000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000 Facsimile: [***] Chief Operating Officer EXHIBIT A DEFINED TERMS