Common use of Inducement Fee Clause in Contracts

Inducement Fee. 11.1 As an inducement for Offeror agreeing to the release of the Announcement and for committing resources towards implementation of the Transaction, Offeree undertakes that on the occurrence of an Inducement Fee Payment Event (as defined below), Offeree shall pay to Offeror the Inducement Fee. 11.2 An Inducement Fee Payment Event shall be if: (a) Offeror makes an Announcement in accordance with Rule 2.5 of the Code, which is recommended by the Board of Offeree, and prior to the Scheme or, as the case may be, Takeover Offer lapsing or being withdrawn, a third party makes an announcement under Rule 2.5 of the Code of an offer (whether by scheme of arrangement or takeover offer) for the whole or any material part of the issued and to be issued share capital of the Offeree, whether or not subject to any pre-condition (“Third Party Offer”), (which term shall include any extended or revised Third Party Offer), which shall include any other proposed takeover or merger transaction however effected between or in relation to Offeree or any member of the Offeree Group, and any person (other than Offeror or BidCo or any person acting in concert with Offeror or BidCo in accordance with the Code) and the Transaction does not become effective or, if implemented by way of Takeover Offer, does not become or is not declared unconditional in all respects; or (b) Offeror makes an Announcement in accordance with Rule 2.5 of the Code, which is recommended by the Board of Offeree, and (i) if the Transaction is to be implemented by way of Takeover Offer, one or more of the Board of Offeree subsequently withdraw or adversely modify their favorable recommendation of the Takeover Offer; and (ii) the Takeover Offer does not become or is not declared unconditional in all respects; or (c) Offeror makes an Announcement in accordance with Rule 2.5 of the Code which is recommended by the Board of Offeree and the Transaction is to be implemented by way of Scheme, and the Board of Offeree fails to take all steps reasonably appropriate and necessary to implement the Transaction. 11.3 Offeree shall pay the Inducement Fee to Offeror within ten Business Days of the occurrence of the Inducement Fee Payment Event together with interest at the rate of 3 per cent per annum above the base rate at the relevant time of Barclays Bank Plc calculated on a daily basis from the date that the Inducement Fee Payment Event occurs to the date that Offeree actually makes payment to Offeror. 11.4 Offeror intends, and shall use reasonable endeavours to secure, that the Inducement Fee is not treated for VAT purposes as consideration for a taxable supply. If, however, the Inducement Fee is treated for VAT purposes in whole or part as consideration for a taxable supply by any tax authority in respect of which Offeror (or the representative member of the group of which Offeror is a member) is liable to account for VAT, then Offeror shall issue a valid invoice to Offeree in respect of that supply and Offeree shall (or shall procure that the representative member of the VAT group of which Offeree is a member shall) use its reasonable endeavours to obtain any available refund or credit in respect of such VAT. If and to the extent that such VAT is recoverable (whether by way of credit or refund) by Offeree (or the representative member of the group of which Offeree is a member) the amount of the Inducement Fee (inclusive of amounts in respect of VAT) shall be recoverable (whether by way of credit or refund) by Offeree (or the representative member of the group of which Offeree is a member) and, in satisfaction thereof, a sum equal to any amount so recovered shall be paid to Offeror within five Business Days of making that recovery (whether by way of credit or refund). 11.5 Any sums payable under this Agreement shall be paid in full without deduction or withholding and without regard to any lien, right of set-off, counterclaim or otherwise. 11.6 Nothing in this Agreement shall oblige Offeree to pay any amount (including, but not limited to, damages) which the Panel determines would not be permitted by Rule 21.2 of the Code.

Inducement Fee. 11.1 As 7.1 In consideration of the considerable time and effort put in by Bidder and its advisers in preparation of the Offer, and as an inducement for Offeror and pre-condition to Bidder agreeing to announce the release of the Announcement and for committing resources towards implementation of the TransactionOffer, Offeree undertakes that on hereby agrees to pay to Bidder the occurrence of an Inducement Fee Payment Event (as defined below), Offeree shall pay to Offeror the Inducement Fee. 11.2 An Inducement Fee Payment Event shall be if: (a) Offeror makes an 7.1.1 following the publication of the Press Announcement in accordance with Rule 2.5 clause 2.1, and before the Scheme or the Offer (as applicable) lapses, is withdrawn, terminates or otherwise fails or (with the consent of the CodePanel) is not made, which a Competing Proposal is recommended announced by the Board of Offeree, a Third Party and prior to subsequently becomes unconditional in all respects and the Scheme or, as the case may be, Takeover Offer lapsing or being withdrawn, a third party makes an announcement under Rule 2.5 of the Code of an offer (whether by scheme of arrangement or takeover offer) for the whole or any material part of the issued and to be issued share capital of the Offeree, whether or not subject to any pre-condition (“Third Party Offer”), (which term shall include any extended or revised Third Party Offer), which shall include any other proposed takeover or merger transaction however effected between or in relation to Offeree or any member of the Offeree Group, and any person (other than Offeror or BidCo or any person acting in concert with Offeror or BidCo in accordance with the Code) and the Transaction does not become effective or, if Bidder has issued a Rule 2.5 announcement in respect of an Offer, that Offer lapses, is withdrawn, terminates, or otherwise fails or is not made; 7.1.2 the Target Directors do not give, withdraw, qualify or adversely modify the board recommendation as set out in clause 3.7 to clause 3.9 (as applicable) or agree or resolve to recommend a Competing Proposal, other than in circumstances where Target validly terminates this Agreement in accordance with clause 10.1.1, 10.1.3 or 10.1.6 or where the Scheme has not become effective due to non-fulfilment of the Regulatory Conditions; or 7.1.3 the Acquisition is being implemented by way of Takeover Offer, does not become or is not declared unconditional in all respects; or (b) Offeror makes an Announcement in accordance with Rule 2.5 of the Code, which is recommended by the Board of Offeree, and (i) if the Transaction is to be implemented by way of Takeover Offer, one or more of the Board of Offeree subsequently withdraw or adversely modify their favorable recommendation of the Takeover Offer; and (ii) the Takeover Offer does not become or is not declared unconditional in all respects; or (c) Offeror makes an Announcement in accordance with Rule 2.5 of the Code which is recommended by the Board of Offeree and the Transaction is to be implemented by way of Scheme, and the Board resolutions to be proposed at the Court Meeting and the GM have been passed by the requisite majorities, the Target Directors do not, except in accordance with clause 3.4.10, seek the Court Order approving the Scheme or the Court Order approving the Capital Reduction (having used reasonable endeavours to comply with the Timetable) or do not file the Court Orders, together with the minute of Offeree fails the Capital Reduction, with the Registrar of Companies (having used reasonable endeavours to take all steps reasonably appropriate and necessary to implement comply with the TransactionTimetable). 11.3 Offeree 7.2 Any amount payable pursuant to clause 7.1 shall be paid (without any deduction or withholding, save only as required by law, and without regard to any lien, right of set-off, consideration or otherwise) by telegraphic transfer in immediately available funds to a bank account nominated by Bidder and notified in writing to Target for such purpose no later than five Business Days after any of the circumstances or actions triggering payment set out in clause 7.1 shall occur. 7.3 Target can only ever pay the Inducement Fee to Offeror within ten Business Days once. 7.4 If any tax authority determines that sums payable under clause 7.1 constitute all or part of the occurrence of the Inducement Fee Payment Event together with interest at the rate of 3 per cent per annum above the base rate at the relevant time of Barclays Bank Plc calculated on consideration for a daily basis from the date that the Inducement Fee Payment Event occurs supply made by Bidder to the date that Offeree actually makes payment to Offeror. 11.4 Offeror intends, and shall use reasonable endeavours to secure, that the Inducement Fee is not treated Target for VAT purposes as consideration and VAT is or becomes chargeable on that supply for a taxable supply. If, however, the Inducement Fee is treated for VAT purposes in whole or part as consideration for a taxable supply by any tax authority in respect of which Offeror Bidder (or the representative member of the any VAT group of which Offeror Bidder is a member) is liable to account for VAT, then Offeror shall issue a valid invoice to Offeree in respect of that supply and Offeree such tax authority: 7.4.1 Target shall (or shall procure that the representative member of the VAT group of which Offeree Target is a member shall) use its reasonable endeavours to obtain any available refund or credit in respect of such VAT. If and ; and 7.4.2 the Inducement Fee shall be increased by an amount equal to the extent amount of that such VAT is recoverable (whether by way in respect of credit or refund) by Offeree which Target (or the representative member of the any VAT group of which Offeree Target is a member) is entitled to credit or repayment from any tax authority (as determined by Target, or the amount relevant representative member of the VAT group, acting reasonably). For the avoidance of doubt the Inducement Fee (is inclusive of any amounts in respect of VATVAT that would not be able to be recovered by Target in accordance with clause 7.4.1. 7.5 Target acknowledges and confirms that: 7.5.1 the Target Directors, having taken appropriate independent legal and financial advice, believe the arrangements set out in this clause 7 will promote the success of Target for the benefit of its members as a whole; 7.5.2 the Target Directors have considered the net assets of Target (as at the date of this Agreement) shall be recoverable (whether by way for the purposes of credit or refundsection 152(2) by Offeree (or the representative member of the group 1985 Act and have concluded that the arrangement to pay the Inducement Fee does not reduce, to a material extent, the net assets for the purposes of which Offeree is a membersection 152(1)(a)(iv) of the 1985 Act; and, in satisfaction thereof, a sum equal 7.5.3 such arrangements have been approved by the Panel pursuant to any amount so recovered shall be paid to Offeror within five Business Days Rule 21.2 of making that recovery (whether by way of credit or refund)the Code. 11.5 Any sums payable under this Agreement shall be paid in full without deduction or withholding and without regard to any lien, right of set-off, counterclaim or otherwise. 11.6 7.6 Nothing in this Agreement shall oblige Offeree the Target to pay any amount (including, but not limited to, damages) pursuant to this clause 7: 7.6.1 which the Panel determines would not be permitted by Rule 21.2 of the Code; or 7.6.2 that is not permitted to be paid without the prior approval of Target Shareholders pursuant to LR 10.2.7R of the Listing Rules of the UK Listing Authority. 7.7 If the Inducement Fee has been paid by Target in accordance with this clause 7, Bidder acknowledges that it shall have no further claim against Target (including in respect of accrued rights) under this Agreement.

Inducement Fee. 11.1 8.1 As an inducement for Offeror agreeing to Manitowoc to commit time and personnel to the release of Acquisition, the Announcement and for committing resources towards implementation of Company undertakes to Manitowoc that it will pay to Manitowoc the Transaction, Offeree undertakes that on the occurrence of an Inducement Fee Payment Event (as defined below), Offeree shall pay to Offeror by way of compensation in the Inducement Fee. 11.2 An Inducement Fee Payment Event shall be if: (a) Offeror makes an Announcement in accordance with event that the Acquisition is announced for the purposes of Rule 2.5 of the CodeCode on a recommended basis and, which after such announcement: 8.1.1 the Directors do not unanimously and without qualification recommend shareholders to vote in favour of the Scheme and the General Meeting Resolutions (or if applicable to accept the Offer) or they (or any committee of the Directors) at any time withdraw or adversely modify or qualify their recommendation to shareholders to vote in favour of the Scheme and/or the General Meeting Resolutions (or if applicable to accept the Offer) or they (or any committee of the Directors) at any time decide not to proceed with the Scheme; or 8.1.2 a Third Party Transaction is recommended by the Board of Offeree, and announced prior to the Scheme or, as the case may be, Takeover Offer Acquisition lapsing or being withdrawn, a third party makes an announcement under Rule 2.5 of the Code of an offer (whether by scheme of arrangement or takeover offer) for the whole or any material part of the issued and to be issued share capital of the Offeree, whether or not subject to any pre-condition (“which Third Party Offer”), (which term shall include any extended or revised Third Party Offer), which shall include any other proposed takeover or merger transaction however effected between or in relation to Offeree or any member of the Offeree Group, and any person (other than Offeror or BidCo or any person acting in concert with Offeror or BidCo in accordance with the Code) and the Transaction does not become effective or, if implemented by way of Takeover Offer, does not become subsequently becomes or is not declared wholly unconditional in all respects; or (b) Offeror makes an Announcement in accordance with Rule 2.5 of the Code, which is recommended by the Board of Offeree, and (i) if the Transaction is to be implemented by way of Takeover Offer, one or more of the Board of Offeree subsequently withdraw or adversely modify their favorable recommendation of the Takeover Offer; and (ii) the Takeover Offer does not become or is not declared unconditional in all respects; or (c) Offeror makes an Announcement in accordance with Rule 2.5 of the Code which is recommended by the Board of Offeree and the Transaction is to be implemented by way of Scheme, and the Board of Offeree fails to take all steps reasonably appropriate and necessary to implement the Transactioncompleted. 11.3 Offeree 8.2 The Company shall pay the Inducement Fee to Offeror within ten due under Clause 8.1.1 (if it becomes payable) in immediately available funds by not later than five Business Days of after the occurrence of date on which the Acquisition lapses or is withdrawn. 8.3 The Company shall pay the Inducement Fee Payment Event together with interest at the rate of 3 per cent per annum above the base rate at the relevant time of Barclays Bank Plc calculated on a daily basis from the date that the Inducement Fee Payment Event occurs to the date that Offeree actually makes payment to Offeror. 11.4 Offeror intends, and shall use reasonable endeavours to secure, that the Inducement Fee is due under Clause 8.1.2 (if it becomes payable) in immediately available funds by not treated for VAT purposes as consideration for a taxable supply. If, however, the Inducement Fee is treated for VAT purposes in whole or part as consideration for a taxable supply by any tax authority in respect of which Offeror (or the representative member of the group of which Offeror is a member) is liable to account for VAT, then Offeror shall issue a valid invoice to Offeree in respect of that supply and Offeree shall (or shall procure that the representative member of the VAT group of which Offeree is a member shall) use its reasonable endeavours to obtain any available refund or credit in respect of such VAT. If and to the extent that such VAT is recoverable (whether by way of credit or refund) by Offeree (or the representative member of the group of which Offeree is a member) the amount of the Inducement Fee (inclusive of amounts in respect of VAT) shall be recoverable (whether by way of credit or refund) by Offeree (or the representative member of the group of which Offeree is a member) and, in satisfaction thereof, a sum equal to any amount so recovered shall be paid to Offeror within later than five Business Days of making that recovery (whether by way of credit after the date on which the relevant Third Party Transaction becomes or refund)is declared wholly unconditional or is completed. 11.5 Any sums payable under this Agreement shall be paid in full without deduction or withholding and without regard to any lien, right of set-off, counterclaim or otherwise. 11.6 8.4 Nothing in this Agreement shall oblige Offeree the Company to pay any an amount (including, but not limited to, damageswhether in the form of the Inducement Fee or in damages in respect of any breach of any other provision of this Agreement) which the Panel determines would not be permitted by Rule 21.2 of the Code. 8.5 The parties intend and shall use all reasonable endeavours to secure that the Inducement Fee is not treated for purposes as consideration for a taxable supply. 8.6 If and to the extent that any tax authority determines that the Inducement Fee is consideration for a taxable supply, the Inducement Fee shall be treated as inclusive of VAT and no amounts in respect of VAT shall be payable in addition to the Inducement Fee but: 8.6.1 if the Inducement Fee is the consideration for any supply deemed to be made by the Company or the Company Representative Member and on which VAT is chargeable, then, to the extent that such VAT is irrecoverable by the Company or the Company Representative Member, the Company and the Company Representative Member having used their reasonable endeavours to recover such VAT, the Inducement Fee shall be reduced (or part of the Inducement Fee reimbursed) such that the aggregate of the reduced fee and the irrecoverable VAT thereon equals the Inducement Fee; and 8.6.2 if the Inducement Fee is the consideration for a supply in respect of which Manitowoc or the Manitowoc Representative Member is liable for VAT, then the Company shall (or shall procure that the Company Representative Member shall) use reasonable endeavours to obtain any available refund or credit in respect of such VAT. Manitowoc shall provide such assistance to the Company (or the Company Representative Member) as is reasonably necessary (including the making available of such invoices, information and assistance as may reasonably be required) to enable the Company (or the Company Representative Member) to obtain such a refund or credit. If and to the extent that the Company (or the Company Representative Member) receives such a refund or credit, the Company shall (or shall procure that the Company Representative Member shall) within five Business Days of receiving the refund or credit, pay an amount equal to such refund or credit to Manitowoc. Such amount so paid shall not form part of the Inducement Fee for the purposes of this Agreement.

Inducement Fee. 11.1 As an inducement for Offeror 8.1 In consideration of IMI agreeing to commit time and personnel to making preparations for the release purposes of the Proposal, and as a pre-condition to IMI being prepared to do so, BBI undertakes to IMI in the terms set out in this clause 8. 8.2 If, between the date of issue of the Announcement and for committing resources towards implementation of the Transaction, Offeree undertakes that on date upon which the occurrence of an Inducement Fee Payment Event Proposal lapses or (as defined below), Offeree shall pay to Offeror the Inducement Fee. 11.2 An Inducement Fee Payment Event shall be ifapplicable) is not approved by BBI Shareholders: (a) Offeror makes an Announcement in accordance with Rule 2.5 the BBI Board (or any committee thereof) at any time withdraws or adversely modifies or qualifies its unanimous recommendation of the Code, which is recommended by Proposal or determines not to implement the Board of Offeree, and prior to the Scheme Proposal; or, as the case may be, Takeover Offer lapsing or being withdrawn, (b) a third party makes an announcement under Rule 2.5 of the Code of an offer announces that it is considering making a Competing Proposal, and: (whether by scheme of arrangement or takeover offeri) for the whole or any material part of the issued and to be issued share capital of the Offeree, that Competing Proposal (whether or not subject to any pre-condition (“Third Party Offer”), (which term shall include any extended or revised Third Party Offer), which shall include any other proposed takeover or merger transaction however effected between or in relation to Offeree or any member of announced by the Offeree Group, and any person (other than Offeror or BidCo third party or any person acting in concert with Offeror it) completes or BidCo in accordance with the Code) and the Transaction does not become becomes effective or, if implemented by way of Takeover Offer, does not become or becomes or is not declared unconditional in all respects; or (b) Offeror makes an Announcement in accordance with Rule 2.5 of the Code, which is recommended by the Board of Offeree, and (i) if the Transaction is to be implemented by way of Takeover Offer, one or more of the Board of Offeree subsequently withdraw or adversely modify their favorable recommendation of the Takeover Offer; and (ii) that Competing Proposal is referred to the Takeover Offer does not become competition authorities, lapses, and the relevant third party makes another offer for BBI which completes, or becomes effective or becomes or is not declared unconditional in all respects; or (c) Offeror makes an Announcement in accordance with Rule 2.5 of , then BBI shall pay to IMI the Code which is recommended by the Board of Offeree and the Transaction is to be implemented by way of Scheme, and the Board of Offeree fails to take all steps reasonably appropriate and necessary to implement the TransactionInducement Fee. 11.3 Offeree shall pay the 8.3 The Inducement Fee to Offeror within ten Business Days of the occurrence of the Inducement Fee Payment Event together with interest at the rate of 3 per cent per annum above the base rate at the relevant time of Barclays Bank Plc calculated on a daily basis from the date that the Inducement Fee Payment Event occurs to the date that Offeree actually makes payment to Offeror. 11.4 Offeror intends, and shall use reasonable endeavours to secure, that the Inducement Fee is not treated for VAT purposes as consideration for a taxable supply. If, however, the Inducement Fee is treated for VAT purposes in whole or part as consideration for a taxable supply by any tax authority in respect of which Offeror (or the representative member of the group of which Offeror is a member) is liable to account for VAT, then Offeror shall issue a valid invoice to Offeree in respect of that supply and Offeree shall (or shall procure that the representative member of the VAT group of which Offeree is a member shall) use its reasonable endeavours to obtain any available refund or credit in respect of such VAT. If and to the extent that such VAT is recoverable (whether by way of credit or refund) by Offeree (or the representative member of the group of which Offeree is a member) the be an amount of the Inducement Fee (1% of gross offer consideration inclusive of amounts in respect of VAT) shall be recoverable value added tax chargeable thereon (whether by way of credit or refund) by Offeree (or the representative member of the group of which Offeree is a member) and, in satisfaction thereof, a sum equal to any amount so recovered shall be paid to Offeror within five Business Days of making that recovery (whether by way of credit or refundif any). 11.5 8.4 BBI shall not be liable to pay the Inducement Fee more than once. 8.5 Any sums amount payable under this Agreement clause 8.2 shall be paid in full without deduction or withholding and without regard immediately available funds (to any liena bank account nominated by IMI in writing for this purpose) within two Business Days of, right in the case of set-offclause 8.2 (a), counterclaim or otherwise. 11.6 Nothing in this Agreement shall oblige Offeree to pay any amount (including, but not limited to, damages) which the Panel determines would not be permitted by Rule 21.2 date of the CodeBBI decision and, in the case of clause 8.2 (b), the date of completion of the relevant offer or scheme.

Inducement Fee. 11.1 As an inducement for Offeror agreeing 10.1 Subject to Clause 10.4, Charter shall pay the Break Payment to Bidco if: (A) following the release of the Announcement and for committing resources towards implementation Announcement, a Competing Proposal is announced, whether under Rule 2.4 or Rule 2.5 of the TransactionCode or otherwise, Offeree undertakes that before the Acquisition lapses or is withdrawn; and (B) such Competing Proposal or any other Competing Proposal announced during the Offer Period subsequently becomes or is declared wholly unconditional or is otherwise completed or if implemented by way of a scheme of arrangement, becomes effective. 10.2 The Break Payment referred to in Clause 10.1 shall be payable as follows: (A) if the Competing Proposal is implemented by way of a scheme of arrangement, prior to such Scheme becoming effective; (B) if the Competing Proposal is implemented by way of takeover offer, prior to the date on which such Competing Proposal becomes or is declared wholly unconditional; or (C) otherwise, on the occurrence earlier of an Inducement Fee Payment Event (as defined below)the expiry of the Offer Period and the Business Day falling 5 Business Days prior to such Competing Proposal being completed. 10.3 Without prejudice to its obligations pursuant to Clause 10.1 but subject to Clause 10.4, Offeree Charter shall pay the Competing Proposal Payment to Offeror the Inducement Fee. 11.2 An Inducement Fee Payment Event shall be Bidco if: (aA) Offeror makes an Announcement in accordance with Rule 2.5 the Scheme Document, containing a Board Recommendation, is not posted to Charter Shareholders within 28 days of the CodeAnnouncement (or such longer period as the Panel shall permit for the posting of such document) unless such failure is caused by a default of Colfax or Bidco, which is recommended by such payment to be made within 5 Business Days following the Board earlier of Offereethe Long Stop Date and expiry of the Offer Period; (B) following posting of the Scheme Document, and the Charter Directors recommend a Competing Proposal or (for any reason whatsoever) withdraw, qualify or adversely modify their recommendation to accept, or vote in favour of, the Acquisition or such recommendation ceases to be unanimous, such payment to be made within 5 Business Days of the expiry of the Offer Period; (C) Charter shall issue any scheme document in respect of a Competing Proposal or the Charter Directors or any member of the Charter Group (or their respective representatives) shall otherwise take any steps to implement any Competing Proposal, such payment to be made within 5 Business Days of the expiry of the Offer Period; (D) Charter makes any changes to the Timetable, extension of time, adjournment, postponement or reconvention of either of the Meetings if such action itself as a procedural matter would, or would reasonably be expected to, prevent the Scheme (assuming for these purposes the requisite majorities being obtained at the Meetings) from becoming effective prior to the Scheme Long Stop Date, such payment to be made within 5 Business Days of the expiry of the Offer Period, 10.4 The obligation of Charter to make any Relevant Payment pursuant to Clause 10.1 or Clause 10.3 shall immediately cease and determine: (A) where the Acquisition becomes or is declared wholly unconditional or otherwise becomes effective; or (B) if, following the announcement of a Competing Proposal, the Acquisition lapses or is withdrawn (save in circumstances where the Panel has agreed that Bidco may invoke a condition to the Acquisition or may lapse or withdraw the Acquisition other than in reliance on a Condition relating to a Clearance or aCondition relating to a material adverse change not occasioned by any action of Charter). 10.5 The Relevant Payment shall be paid by no later than the last date for payment of such sum pursuant to Clause 10.1, 10.2 or 10.3 (as the case may be, Takeover Offer lapsing or being withdrawn, a third party makes an announcement under Rule 2.5 of the Code of an offer (whether by scheme of arrangement or takeover offer) for the whole or any material part of the issued and to be issued share capital of the Offeree, whether or not subject to any pre-condition (“Third Party Offer”), (which term shall include any extended or revised Third Party Offer), which shall include any other proposed takeover or merger transaction however effected between or in relation to Offeree or any member of the Offeree Group, and any person (other than Offeror or BidCo or any person acting in concert with Offeror or BidCo in accordance with the Code) and the Transaction does not become effective or, if implemented by way of Takeover Offer, does not become or is not declared unconditional in all respects; or (b) Offeror makes an Announcement in accordance with Rule 2.5 of the Code, which is recommended by the Board of Offeree, and (i) if the Transaction is to be implemented by way of Takeover Offer, one or more of the Board of Offeree subsequently withdraw or adversely modify their favorable recommendation of the Takeover Offer; and (ii) the Takeover Offer does not become or is not declared unconditional in all respects; or (c) Offeror makes an Announcement in accordance with Rule 2.5 of the Code which is recommended by the Board of Offeree and the Transaction is to be implemented by way of Scheme, and the Board of Offeree fails to take all steps reasonably appropriate and necessary to implement the Transaction. 11.3 Offeree shall pay the Inducement Fee to Offeror within ten Business Days of the occurrence of the Inducement Fee Payment Event together with interest at the rate of 3 per cent per annum above the base rate at the relevant time of Barclays Bank Plc calculated on a daily basis from the date that the Inducement Fee Payment Event occurs to the date that Offeree actually makes payment to Offeror. 11.4 Offeror intends, and shall use reasonable endeavours to secure, that the Inducement Fee is not treated for VAT purposes as consideration for a taxable supply. If, however, the Inducement Fee is treated for VAT purposes in whole or part as consideration for a taxable supply by any tax authority in respect of which Offeror (or the representative member of the group of which Offeror is a member) is liable to account for VAT, then Offeror shall issue a valid invoice to Offeree in respect of that supply and Offeree shall (or shall procure that the representative member of the VAT group of which Offeree is a member shall) use its reasonable endeavours to obtain any available refund or credit in respect of such VAT. If and to the extent that such VAT is recoverable (whether by way of credit or refund) by Offeree (or the representative member of the group of which Offeree is a member) the amount of the Inducement Fee (inclusive of amounts in respect of VAT) shall be recoverable made in immediately available funds (whether by way of credit or refund) by Offeree (or the representative member of the group of which Offeree is a member) and, in satisfaction thereof, a sum equal to without any amount so recovered shall be paid to Offeror within five Business Days of making that recovery (whether by way of credit or refund). 11.5 Any sums payable under this Agreement shall be paid in full without deduction or withholding and without regard to any lien, right of set-off, counterclaim counter-claim or otherwise, except as required by Law) to Colfax’s bank pursuant to details which shall be notified in writing to Charter by no later than three Business Days after the event as a result of which the Relevant Payment becomes payable. 11.6 10.6 Without prejudice to the obligation of Charter to make payment of the Relevant Payment on the date set out in Clause 10.5, the parties consider, and shall use all reasonable endeavours to secure, that the Relevant Payment will be outside the scope of VAT and will not for VAT purposes be treated as consideration for a taxable supply. If, however, the Relevant Payment is determined by Her Majesty's Revenue & Customs or the Irish Revenue Commissioners or any other tax authority to be in whole or in part the consideration for a taxable supply for VAT purposes then: (A) if the Relevant Payment is determined by HM Revenue & Customs or the Irish Revenue Commissioners or any other applicable tax authority to be consideration for a taxable supply in respect of which Colfax (or the representative member of any VAT group of which Colfax is a member) is liable to account for VAT then: (i) if and to the extent that such VAT is recoverable by Charter (or the representative member of any VAT group of which Charter is a member) by repayment or credit, the amount of the Relevant Payment shall be increased to take account of such recoverable VAT, such that (A) the Relevant Payment (including any amount in respect of VAT); less (B) an amount equal to any VAT which Charter (or such representative member) is entitled to recover by credit or repayment, shall be equal to the amount that the Relevant Payment would have been in the absence of this Clause 10.6; and/or (ii) if and to the extent that such VAT is irrecoverable by Charter (or such representative member) then no additional amount shall be paid in respect of such VAT; and (B) if under a reverse charge mechanism the Relevant Payment is determined by HM Revenue & Customs or the Irish Revenue Commissioners or such other tax authority (as the case may be) to be consideration for a taxable supply in respect of which Charter (or the representative member of any VAT group of which Charter is a member) is liable to account for VAT then, to the extent that such VAT is not recoverable by Charter (or the representative member of any VAT group of which Charter is a member) by repayment or credit, the amount of the Relevant Payment shall be reduced to take account of such irrecoverable VAT, such that (A) the Relevant Payment; plus (B) an amount equal to the amount of such irrecoverable VAT, shall be equal to the amount that the Relevant Payment would have been in the absence of this Clause 10.5. 10.7 Such adjusting payment as may be required to be made by Charter to give effect to Clause 10.6(A) above shall be made five Business Days after the date on which the determination by HM Revenue & Customs orthe Irish Revenue Commissioners or such other applicable tax authority has been communicated by Colfax to Charter (together with such evidence of it as is reasonable in the circumstances to provide). If and to the extent that the Relevant Payment is determined by HM Revenue & Customs or the Irish Revenue Commissioners or such other applicable tax authority to be consideration for a taxable supply in respect of which Colfax (or the representative member of any VAT group of which Colfax is a member) is liable to account for VAT, Colfax (or the representative member of any VAT group of which Colfax is a member) shall promptly issue a valid VAT invoice to Charter in respect of that supply. 10.8 If, following payment of any amount under this Clause 10 it subsequently transpires that the amounts taken into account as recoverable or irrecoverable VAT of Charter for the purposes of calculating the quantum of such payment were incorrect, the parties shall make such adjusting payments between themselves as will place them in the position they would have been in had the correct amounts of recoverable or irrecoverable VAT of Charter been taken into account. 10.9 Nothing in this Agreement shall oblige Offeree Charter to pay any amount (including, but not limited to, damagesi) which the Panel determines would not be permitted by Rule 21.2 of the Code; (ii) if (but only to the extent that) the payment of such amount would otherwise be unlawful; or (iii) if (but only to the extent that) such payment would, when aggregated with any prior payment pursuant to this Clause 10, otherwise exceed £15,275,000. The parties agree that if the Panel shall determine that the payment of any amount payable pursuant to this Clause 10 would not be permitted by Rule 21.2, the amount payable shall for the purposes of paragraph sub-paragraph (i) above be reduced to the maximum amount that would be permitted to be paid pursuant to Rule 21.2 of the Code.

Inducement Fee. 11.1 9.1 As an inducement for Offeror Nike Vapor agreeing to the release of the Press Announcement and for committing resources towards implementation of the Transaction, Offeree undertakes that on the occurrence of an Inducement Fee Payment Event (as defined below), Offeree shall Umbro undertakes to pay to Offeror Nike Vapor (or to such other person as Nike Vapor may direct) an amount equal to 1 per cent. of the value of the aggregate consideration payable under the Acquisition calculated by reference to (1) the price per Umbro Share set out in the Press Announcement (or, if the price per Umbro Share is revised, the price per Umbro Share last offered by Nike Vapor) and (2) the fully diluted equity share capital of Umbro (the ?Inducement Fee. 11.2 ?). The Inducement Fee shall be inclusive of any irrecoverable VAT thereon. An Inducement Fee Payment Event shall be if: (a) Offeror if Nike Vapor makes an a Press Announcement in accordance with Rule 2.5 of the Takeover Code, which is recommended by the Board of OffereeBoard, and and: (a) prior to the Scheme or, as the case may be, Takeover Offer lapsing or being withdrawnwithdrawn a Competing Proposal is announced (whether or not on a pre- conditional basis and whether pursuant to Rule 2.4 of the Takeover Code, a third party makes an announcement under Rule 2.5 of the Takeover Code of an offer (whether by scheme of arrangement or takeover offer) for the whole or any material part of the issued and to be issued share capital of the Offeree, whether or not subject to any pre-condition (“Third Party Offer”otherwise), (which term shall include any extended or revised Third Party Offer), which shall include any other proposed takeover or merger transaction however effected between or in relation to Offeree or any member of the Offeree Group, and any person (other than Offeror or BidCo or any person acting in concert with Offeror or BidCo in accordance with the Code) and the Transaction Acquisition does not become effective or, if implemented by way of Takeover Offer, does not become or is not declared unconditional in all respectsrespects and such Competing Proposal or any other Competing Proposal becomes effective or unconditional in all respects or is otherwise completed within 12 months of the Scheme or, as the case may be, Takeover Offer, lapsing or being withdrawn; or (b) Offeror makes an Announcement in accordance with Rule 2.5 the Scheme Document does not contain the unanimous and unqualified recommendation of the CodeBoard to vote in favour of the Scheme and the resolutions to be proposed at the meetings or, which is recommended if Nike elects to implement the Acquisition by way of the Takeover Offer, the Offer Document does not contain the unanimous and unqualified recommendation of the Board of Offereeto accept such offer (in each case as set out in clause 5.1), and (i) and the Acquisition does not become effective or, if the Transaction is to be implemented by way of a Takeover Offer, one or more of the Board of Offeree subsequently withdraw or adversely modify their favorable recommendation of the Takeover Offer; and (ii) the Takeover Offer does not become or is not declared unconditional in all respects; or (c) Offeror makes an Announcement in accordance with Rule 2.5 before the Acquisition lapses or is withdrawn one or more of the Code which is recommended by Board withdraws, qualifies or adversely modifies their recommendation of the Board of Offeree Acquisition and the Transaction Acquisition does not become effective or, if implemented by way of a Takeover Offer, does not become or is not declared unconditional in all respects; or (d) the Acquisition is to be implemented by way of Schemea Scheme and Umbro is in material breach of its obligations under clause 2.3 or clause 3.3 (except 3.3 (a), (h), (i), (k), (n) and (o)) 9.2 On the Board occurrence of Offeree fails to take all steps reasonably appropriate and necessary to implement the Transaction. 11.3 Offeree an Inducement Fee Payment Event, Umbro shall pay the Inducement Fee to Offeror within ten no later than five Business Days of after the occurrence date on which Nike Vapor delivers a notice to Umbro requiring payment of the Inducement Fee Payment Event together with interest at the rate of 3 per cent per annum above the base rate at the relevant time of Barclays Bank Plc calculated on a daily basis from the date that the Inducement Fee Payment Event occurs to the date that Offeree actually makes payment to OfferorFee. 11.4 Offeror intends, and 9.3 The parties shall use all reasonable endeavours to secureensure that the sum payable under clause 9.1 will not be subject to VAT. However, if it is determined that all or part of such payment constitutes the consideration for a supply made for VAT purposes: (a) if the Inducement Fee is not treated for VAT purposes as consideration for a taxable supply. If, however, the Inducement Fee is treated for VAT purposes in whole or part as consideration for a taxable supply by any tax authority in respect to which the recipient of which Offeror the Inducement Fee (or the representative member of the group Group of which Offeror the recipient of the Inducement Fee is a member) is liable to account for VAT, to the extent that such VAT is recoverable by Umbro (or the representative member of the Group of which Umbro is a member) by repayment or credit, the amount of the recoverable VAT shall be paid in addition to the Inducement Fee; for the avoidance of doubt if and to the extent that such VAT is irrecoverable by Umbro (or the representative member of the Group of which Umbro is a member) then Offeror no additional amount shall issue a valid invoice to Offeree that extent be paid in respect of such VAT and the Inducement Fee shall, to that extent, be VAT inclusive; and (b) if VAT is due from Umbro (or the representative member of the Group of which Umbro is a member) under the reverse charge mechanism, to the extent that any VAT chargeable on the supply is not recoverable by Umbro (or the representative member of the Group of which Umbro is a member) by repayment or credit, the amount of the Inducement Fee shall be reduced to such amount so that the aggregate of the Inducement Fee and Offeree such irrecoverable reverse charge VAT equals the amount of the Inducement Fee had no such irrecoverable reverse charge VAT arisen. 9.4 Such adjusting payment as may be required between the parties to give effect to clause 9.3 shall be made five Business Days after the date on which it is determined that the Inducement Fee constitutes the consideration for a supply made for VAT purposes (together with such evidence of it as is reasonable in the circumstances to provide and, where clause 9.3 (a) applies, together with the provision of a valid VAT invoice) or, if later, (in the case of clause 9.3(a)) five Business Days after the VAT is recovered or (in the case of clause 9.3(b)) five Business Days after the VAT is required to be accounted for. 9.5 Umbro shall (or shall procure that the representative member of the VAT group Group of which Offeree Umbro is a member shallmember) use its reasonable endeavours to obtain any available refund repayment or credit in respect of such VAT. If VAT (as referred to in this clause 9) and to for the purposes of this clause 9 the extent that of such VAT is recoverable (whether repayment or credit shall be determined by way of credit or refund) by Offeree (Umbro or the relevant representative member of the group of which Offeree is a member) the amount of the Inducement Fee (inclusive of amounts in respect of VAT) shall be recoverable (whether by way of credit or refund) by Offeree (or the representative member of the group of which Offeree is a member) andVAT Group, in satisfaction thereof, a sum equal to any amount so recovered shall be paid to Offeror within five Business Days of making that recovery (whether by way of credit or refund)acting reasonably. 11.5 Any sums payable under this Agreement shall be paid in full without deduction or withholding and without regard to any lien, right of set-off, counterclaim or otherwise. 11.6 9.6 Nothing in this Agreement shall oblige Offeree Umbro to pay any amount (including, but not limited to, damages) which the Panel determines would not be permitted by Rule 21.2 of the Takeover Code, or which causes the transaction to be a Class 1 transaction under Rule 10.2.7 of the Listing Rules. 9.7 Subject to clause 10.1, without prejudice to Nike Vapor?s obligations under the Code, if any of the circumstances in clause 9.1 occurs, Nike Vapor shall be immediately released from its obligations under this Agreement and Umbro shall be immediately released from its obligations under this Agreement (other than in respect of the Inducement Fee).

Inducement Fee. 11.1 9.1 As an inducement for Offeror agreeing to ITW to commit time and expense to the release Acquisition, the Company undertakes to ITW, subject to the limitations set out under Rule 21.2 of the Announcement City Code and clause 9.2 below, that it will pay to ITW the Inducement Fee by way of compensation in the event that the Acquisition is announced for committing resources towards implementation the purposes of Rule 2.5 of the TransactionCode on a recommended basis and, Offeree undertakes that on the occurrence of an Inducement Fee Payment Event (as defined below), Offeree shall pay to Offeror the Inducement Fee. 11.2 An Inducement Fee Payment Event shall be ifafter such announcement: (a) Offeror makes an Announcement the Directors do not unanimously and without qualification recommend shareholders to vote in accordance with Rule 2.5 favour of the Code, which is recommended by Scheme and the Board General Meeting Resolutions (or if applicable to accept the Offer) or they (or any committee of Offeree, and prior the Directors) at any time withdraw or adversely modify or qualify their recommendation to shareholders to vote in favour of the Scheme or, as and/or the case may be, Takeover Offer lapsing General Meeting Resolutions (or being withdrawn, a third party makes an announcement under Rule 2.5 if applicable to accept the Offer) or they (or any committee of the Code of an offer (whether by scheme of arrangement or takeover offerDirectors) for the whole or at any material part of the issued and time decide not to be issued share capital of the Offeree, whether or not subject to any pre-condition (“Third Party Offer”), (which term shall include any extended or revised Third Party Offer), which shall include any other proposed takeover or merger transaction however effected between or in relation to Offeree or any member of the Offeree Group, and any person (other than Offeror or BidCo or any person acting in concert with Offeror or BidCo in accordance proceed with the Code) and the Transaction does not become effective or, if implemented by way of Takeover Offer, does not become or is not declared unconditional in all respectsScheme; or (b) Offeror makes an Announcement a Third Party Transaction is announced prior to the Acquisition lapsing or being withdrawn, which Third Party Transaction subsequently becomes or is declared wholly unconditional or is completed. 9.2 Subject to clause 9.3 below, any Inducement Fee payable by the Company to ITW shall be subject to the limitations under paragraph 10.2.7R of the Listing Rules on the basis that the Inducement Fee, when taken together with any other break fees (as defined in the Listing Rules) already agreed to prior to the date of this agreement and actually paid or liable to be paid by the Company (the Inducement Fee and such break fees being together referred to as the “Aggregate Break Fees”), shall be proportionally reduced to ensure that the Aggregate Break Fees shall not amount to a Class 1 Transaction in accordance with Rule 2.5 paragraph 10.2.7R of the CodeListing Rules. For the avoidance of doubt, which is recommended if a break fee becomes payable by the Board of OffereeCompany to Manitowoc (under a pre-existing agreement with Manitowoc) (the “Manitowoc Fee”) as well as to ITW under this agreement, and (i) if the Transaction is to be implemented by way of Takeover Offer, one or more of the Board of Offeree subsequently withdraw or adversely modify their favorable recommendation of the Takeover Offer; and (ii) the Takeover Offer does not become or is not declared unconditional in all respects; or (c) Offeror makes an Announcement in accordance with Rule 2.5 of the Code which is recommended by the Board of Offeree and the Transaction is to be implemented by way of Scheme, and the Board of Offeree fails to take all steps reasonably appropriate and necessary to implement the Transaction. 11.3 Offeree shall pay the Inducement Fee to Offeror within ten Business Days of the occurrence maximum proportion of the Inducement Fee Payment Event together with interest at payable under this agreement (the rate “Reduced Inducement Fee”) shall be an amount subject to the limitations in Rule 21.2 of 3 per cent per annum above the base rate at the relevant time of Barclays Bank Plc calculated on a daily basis from the date Code and so that the Inducement Fee Payment Event occurs to the date that Offeree actually makes payment to Offeror. 11.4 Offeror intendsAggregate Break Fees are not a Class 1 Transaction, and shall use reasonable endeavours to secure, that the Inducement Fee is not treated for VAT purposes as consideration for a taxable supply. If, however, the Inducement Fee is treated for VAT purposes in whole or part as consideration for a taxable supply by any tax authority in respect of which Offeror (or the representative member of the group of which Offeror is a member) is liable to account for VAT, then Offeror shall issue a valid invoice to Offeree in respect of that supply and Offeree shall (or shall procure that the representative member of the VAT group of which Offeree is a member shall) use its reasonable endeavours to obtain any available refund or credit in respect of such VAT. If and to the extent that such VAT is recoverable (whether by way of credit or refund) by Offeree (or the representative member of the group of which Offeree is a member) less the amount of the Inducement Fee (inclusive of amounts in respect of VAT) shall be recoverable (whether by way of credit or refund) by Offeree (or the representative member of the group of which Offeree is a member) and, in satisfaction thereof, a sum equal to any amount so recovered shall be paid to Offeror within five Business Days of making that recovery (whether by way of credit or refund)Manitowoc Fee. 11.5 Any sums payable under this Agreement shall be paid in full without deduction or withholding and without regard to any lien, right of set-off, counterclaim or otherwise. 11.6 Nothing in this Agreement shall oblige Offeree to pay any amount (including, but not limited to, damages) which the Panel determines would not be permitted by Rule 21.2 of the Code.

Inducement Fee. 11.1 12.1 As an inducement for to the Offeror agreeing to commit time and personnel to the Proposal, the Company undertakes to the Offeror that it will pay to the Offeror the Inducement Fee by way of compensation if, after the release of the Press Announcement and for committing resources towards implementation of the Transaction, Offeree undertakes that on the occurrence of an Inducement Fee Payment Event (as defined below), Offeree shall pay to Offeror the Inducement Fee. 11.2 An Inducement Fee Payment Event shall be if: (a) Offeror makes an Announcement a RIS in accordance with Rule 2.5 Clause 2.2: 12.1.1 the Scheme Document is not posted by the Company within 28 days of the Code, which is recommended by date of release of the Board of Offeree, and prior Press Announcement (unless solely due to the Scheme or, as the case may be, Takeover Offer lapsing or being withdrawn, a third party makes an announcement under Rule 2.5 default of the Code of an offer (whether by scheme of arrangement Offeror or takeover offer) for its advisers); 12.1.2 the whole Directors withdraw or any material part adversely modify or qualify their recommendation to Company Shareholders to vote in favour of the issued and Scheme and/or the GM Resolutions (or if applicable to be issued share capital of accept the Offeree, whether or not subject to any pre-condition (“Third Party Offer”), (which term shall include any extended or revised Third Party Offer), which shall include any other proposed takeover or merger transaction however effected between or in relation to Offeree or any member of the Offeree Group, and any person (other than Offeror or BidCo or any person acting in concert with Offeror or BidCo in accordance with the Code) and the Transaction Scheme does not become effective in accordance with its terms or, if implemented by way of Takeover Offer, applicable does not become or is not declared unconditional in all respectsrespects or, the Proposal is not otherwise completed provided that the recommendation ceasing to be unanimous shall not constitute an adverse modification or qualification; or (b) Offeror makes 12.1.3 an Announcement in accordance with Rule 2.5 Independent Competing Offer is announced for the purposes of the Code, which is recommended by the Board of Offeree, and (i) if the Transaction is to be implemented by way of Takeover Offer, one or more of the Board of Offeree subsequently withdraw or adversely modify their favorable recommendation of the Takeover Offer; and (ii) the Takeover Offer does not become or is not declared unconditional in all respects; or (c) Offeror makes an Announcement in accordance with Rule 2.5 of the Code which prior to the Proposal lapsing or being withdrawn and the Independent Competing Offer referred to in such announcement or any other Independent Competing Offer is either: (i) recommended by the Board of Offeree and the Transaction Directors; or (ii) becomes or is to be implemented by way of Scheme, and the Board of Offeree fails to take declared unconditional in all steps reasonably appropriate and necessary to implement the Transactionrespects or is completed. 11.3 Offeree shall 12.2 The Company will pay the Inducement Fee to Offeror within ten due under Clause 12.1 (if it becomes payable) in immediately available funds by not later than five Business Days of after the occurrence of date on which the Inducement Fee falls due pursuant to Clause 12.1. Payment Event together with interest at the rate of 3 per cent per annum above the base rate at the relevant time of Barclays Bank Plc calculated on a daily basis from the date that the Inducement Fee Payment Event occurs will be made in immediately available funds to such bank account as may be notified to the date that Offeree actually makes payment to OfferorCompany by the Offeror for such purposes. 11.4 Offeror intends, and shall use reasonable endeavours to secure, that the Inducement Fee is not treated for VAT purposes as consideration for a taxable supply. If, however, the Inducement Fee is treated for VAT purposes in whole or part as consideration for a taxable supply by any tax authority in respect of which Offeror (or the representative member of the group of which Offeror is a member) is liable to account for VAT, then Offeror shall issue a valid invoice to Offeree in respect of that supply and Offeree shall (or shall procure that the representative member of the VAT group of which Offeree is a member shall) use its reasonable endeavours to obtain any available refund or credit in respect of such VAT. If and to the extent that such VAT is recoverable (whether by way of credit or refund) by Offeree (or the representative member of the group of which Offeree is a member) the amount of the Inducement Fee (inclusive of amounts in respect of VAT) shall be recoverable (whether by way of credit or refund) by Offeree (or the representative member of the group of which Offeree is a member) and, in satisfaction thereof, a sum equal to any amount so recovered shall be paid to Offeror within five Business Days of making that recovery (whether by way of credit or refund). 11.5 Any 12.3 All sums payable under this Agreement shall Clause 12 will be paid in the form of an electronic funds transfer for same day value to such bank as may be notified by the Offeror to the Company and will be paid in full without free from any deduction or withholding whatsoever (save only as may be required by law) and without regard to any lien, right of set-off, counterclaim or otherwise. 11.6 12.4 Nothing in this Agreement shall will oblige Offeree the Company to pay any amount (including, but not limited to, damages) which the Panel determines would not be permitted by Rule 21.2 of the Code. The Company confirms that it has consulted with the Panel in relation to this Clause 12, that it and the Company’s financial adviser have given the Panel all confirmations and information in relation to this Clause 12 as may be required by the Code (including all relevant practice statements) and that the Panel has raised no objection to the Company entering into the obligations contained in this Clause 12. 12.5 The parties intend and will use all reasonable endeavours to secure that the Inducement Fee is not treated for VAT purposes as consideration for a taxable supply. If and to the extent that any tax authority determines that the Inducement Fee is consideration for a taxable supply, the Inducement Fee will be treated as inclusive of VAT and no amounts in respect of VAT will be payable in addition to the Inducement Fee, but if the Inducement Fee is held by HM Revenue & Customs to be the consideration for a supply in respect of which the Offeror or the Offeror Representative Member is liable for VAT, then the Company will (or will procure that the Company Representative Member will) use reasonable endeavours to obtain any available refund or credit in respect of such VAT. The Offeror will provide such assistance to the Company (or the Company Representative Member) as is reasonably necessary (including the making available of such invoices, information and assistance as may reasonably be required) to enable the Company (or the Company Representative Member) to obtain such a refund or credit. If and to the extent that the Company (or the Company Representative Member) receives such a refund or credit, the Company will (or will procure that the Company Representative Member will) within five Business Days of receiving the refund or utilising the credit, pay an amount equal to such refund or credit to the Offeror. Such amount so paid will not form part of the Inducement Fee for the purposes of this Clause.