Common use of Termination Fee Clause in Contracts

Termination Fee. (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. (ia) The Company If this Agreement is terminated pursuant to Section 8.1(e) or Section 8.1(f), then Home shall immediately following such termination, pay Cascade an amount equal to Parent $8,000,000 (the “Termination Fee”) in same-day funds. (b) If this Agreement is terminated pursuant to Section 8.1(b)(i) or Section 8.1(h), then Cascade shall immediately following such termination, pay Home an amount equal to the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated Fee in writing by Parent, within two same-day funds. (2c) Business Days after demand by Parent, in the event that (A) If this Agreement is terminated by Parent or the Company pursuant to either party under Section 9.1(b8.1(g), and prior thereto there has been publicly announced an Acquisition Proposal, then if within one (1) as a result year of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause Home or any of its Significant Subsidiaries either (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or (B) consummates an Acquisition Proposal is consummatedProposal, Home shall immediately pay Cascade the Termination Fee in same-day funds. For purposes of clauses (A) and (B) above, the foregoing, each reference to “25%” 20% in the definition of “Acquisition Proposal” Proposal shall be deemed to be a reference to “50%”. (iid) In The payment of the event that Termination Fee shall fully discharge Home or Cascade, as applicable, from any and all liability under this Agreement and related to the transactions contemplated herein, and the other Party shall not be entitled to any other relief or remedy against such Party except with respect to fraud or a willful and material breach of any of the provisions of this Agreement. Moreover, if the Termination Fee is terminated by the Company payable pursuant to Section 9.1(e8.1(e)(ii), Cascade shall have the Company shall pay right to Parent pursue any and all remedies available to it against Home on account of the willful and material breach by Home of Section 6.8 in lieu of accepting the Termination FeeFee under Section 8.4(a). Except as otherwise provided herein, within two (2) Business Days after demand Home may pursue any and all remedies available to it against Cascade on account of a willful and material breach by Parent, by wire transfer Cascade of immediately available funds to an account or accounts designated in writing by Parentany of the provisions of this Agreement. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. (ia) The Company shall pay to Parent a fee of $385 million (the Termination “Fee”), by wire transfer if this Agreement is terminated as follows: (i) if (A) either party shall terminate this Agreement pursuant to Section 10.1(c) either (x) without the meeting of immediately available funds Company stockholders pursuant to Section 8.3 having been convened or (y) with such meeting of Company stockholders having been convened but the Company Stockholder Approval not having been obtained and (B) an account Alternative Proposal shall have been publicly announced or accounts designated otherwise communicated to the senior management or the Company Board after the date hereof, and shall not have been irrevocably withdrawn prior to the date specified in writing by Parent, within two Section 10.1(c) (2) Business Days after demand by Parentor, in the event that case of clause (A)(y), prior to the date of such meeting of Company stockholders), then the Company shall pay one-third of the Fee on the business day following such termination; and if any Alternative Transaction is consummated, or a definitive agreement with respect to any Alternative Transaction (a “Company Acquisition Agreement”) is entered into, within 12 months after the date of such termination, then the Company shall pay the remaining two-thirds of the Fee on the date of such consummation or Company Acquisition Agreement execution, whichever first occurs; (ii) if (A) this Agreement is terminated by either Parent or the Company pursuant to Section 10.1(g) and (B) an Alternative Proposal shall have been publicly announced or otherwise communicated to the senior management or the Company Board after the date hereof, and shall not have been irrevocably withdrawn prior to the date of such termination, then the Company shall pay one-third of the Fee on the business day following such termination; and if any Alternative Transaction is consummated, or a Company Acquisition Agreement is entered into, within 12 months after the date of such termination, then the Company shall pay the remaining two-thirds of the Fee on the date of such consummation or Company Acquisition Agreement execution, whichever first occurs; (iii) if (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b10.1(d) as a the result of a breach by the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer Company of its covenants or agreements set forth in clause (A) of Annex A is satisfied at this Agreement other than the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer covenants and agreements set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of 8.3 or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause 8.11 and (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition an Alternative Proposal shall have been publicly announced or shall have become publicly disclosed andotherwise communicated after the date hereof to the senior management or the Company Board, in either case, and shall not have been irrevocably withdrawn or otherwise abandoned; and (C) within twelve (12) months prior to the occurrence of such breach, then the Company shall pay the Fee on the business day following such termination of termination; (iv) if this AgreementAgreement is terminated by Parent pursuant to Section 10.1(e), then the Company enters into shall pay the Fee within one business day after a definitive agreement with demand for payment following the termination; or (v) if this Agreement is terminated by Parent pursuant to Section 10.1(i), and any Person (other than Parent, Acquisition SubAlternative Transaction is consummated, or their Affiliates) with respect to an a Company Acquisition Proposal Agreement is entered into, within 12 months after the date of such termination, then the Company shall pay the Fee within one business day after a demand for payment following the date of consummation or an Company Acquisition Proposal is consummated. For purposes of the foregoingAgreement execution, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”whichever first occurs. (iib) In the event that If this Agreement is terminated by the Company pursuant to Section 9.1(e10.1(f), then Parent shall pay the Fee within one business day after a demand for payment following the termination. (c) Each of the Company and Parent acknowledges that the agreements contained in this Section 10.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the other party would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to Section 10.4(a), or Parent fails promptly to pay the amount due pursuant to Section 10.4(b), and, in order to obtain such payment, the party owed such payment commences a suit which results in a judgment against the Company or Parent, as applicable, for the fee set forth in this Section 10.4, the Company or Parent, as applicable, shall pay to the other party its costs and expenses (including attorneys’ fees and expenses) in connection with such suit. In no event shall an amount greater than the Fee be payable pursuant to this Section 10.4. Each of the Company and Parent acknowledges that it is obligated to pay any amounts due pursuant to this Section 10.4 whether or not the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer stockholders of immediately available funds to an account or accounts designated in writing by Parent. (iii) In the event that Company have approved this Agreement is terminated by or the stockholders of Parent pursuant to Section 9.1(f), have approved the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by ParentCapital Increase.

Termination Fee. (a) If: (i) The Company Azarga shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(bSubsection 10.2(c)(ii) is then available in order to Parent); enter into a definitive written agreement with respect to an Azarga Superior Proposal; (Bii) following the execution and delivery of enCore shall terminate this Agreement and pursuant to Subsection 10.2(d)(ii) (but not including a termination by enCore pursuant to Subsection 10.2(d)(ii) in circumstances where the Change in Recommendation resulted from the occurrence of a Material Adverse Effect in respect of enCore); (iii) either Party shall terminate this Agreement pursuant to Subsection 10.2(b)(i), but only if prior to such termination of this AgreementAzarga Meeting, a bona fide Acquisition Proposal, or the intention to make a bona fide Acquisition Proposal shall have with respect to Azarga, has been publicly announced and not withdrawn and within 12 months of the date of such termination: (A) such Acquisition Proposal is consummated by Azarga; or shall have become publicly disclosed and, in either case, shall not have been withdrawn (B) Azarga and/or one or otherwise abandoned; and (C) within twelve (12) months following such termination more of this Agreement, the Company its Subsidiaries enters into a definitive agreement with any Person (other than Parent, Acquisition Subin respect of, or their Affiliates) with respect to an the Azarga Board approves or recommends, such Acquisition Proposal or an Acquisition Proposal and that transaction is consummated. For consummated at any time thereafter, provided that, for the purposes of the foregoingthis Subsection 7.3(a)(iii), each reference all references to “2520%” in the definition of “Acquisition Proposal” shall be deemed to be a reference references to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e). then, the Company in any such case, Azarga shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, enCore by wire transfer of the Termination Fee in immediately available funds to an account designated by enCore, prior to or accounts designated in writing by Parentconcurrent with the termination of this Agreement. (iiib) In For greater certainty, Azarga shall not be obligated to make more than one payment pursuant to Subsections 7.3(a). (c) Each Party acknowledges that the amount set out in this Section 7.3 in respect of the Termination Fee represents liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, which enCore shall suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and is not a penalty. Azarga irrevocably waives any respective rights it may have to raise as a defence that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account any such liquidated damages are excessive or accounts designated in writing by Parentpunitive.

Termination Fee. (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (iia) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e9.1(f) and after the date hereof there shall have been a Change of Recommendation (other than a Change of Recommendation that relates to a Buyer Material Adverse Effect), the Company then Seller shall pay to Parent Buyer, in accordance with this Section 9.3, an amount in cash equal to $45 million (the “Termination Fee, within two (2”) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentas full compensation for loss and damages suffered. (iiib) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f)) and there has not been a Change of Recommendation or there has been a Change of Recommendation that relates to a Buyer Material Adverse Effect, the Company then Seller shall pay to Parent Buyer an amount in cash equal to the reasonable and documented out-of-pocket expenses of Buyer and its Controlled Affiliates (the “Expense Amount”) incurred by Buyer and its Controlled Affiliates in connection with the transactions contemplated hereby, subject to a maximum of $45 million (the “Alternative Termination Fee”). (c) Any payment of the Termination Fee, within two (2) Business Days after demand by Parent, Fee shall be made by wire transfer of immediately available funds within two Business Days after the termination of this Agreement to an account or accounts designated provided by Buyer promptly following termination pursuant to Section 9.1(f). Any payment of the Alternative Termination Fee shall be made within two Business Days of receipt from Buyer of documentation relating to the Expense Amount to an account provided by Buyer promptly following termination pursuant to Section 9.1(f). (d) Buyer and Seller acknowledge that the agreements contained in writing this Section 9.3 are an integral part of the transactions contemplated by Parentthis Agreement and that, without these agreements, Buyer would not enter into this Agreement. Accordingly, if Seller fails promptly to pay any amount due pursuant to this Section 9.3 and, in order to obtain such payment Buyer commences a suit which results in a judgment against the other party for the respective amount set forth in this Section 9.3, Seller shall pay to the prevailing party its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit.

Termination Fee. (i) The Company shall pay to Parent $550,000,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b9.1(b)(i) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, provided that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant termination, the Antitrust Clearance Condition, No Legal Restraint Condition (solely with respect to Section 9.1(b), any U.S. Antitrust Laws) and No Antitrust Proceedings Condition are satisfied and the Minimum Condition is not satisfied and (y) in the condition to case of a termination by the Offer set forth Company, only if at such time Parent is not in clause (C)(1) material breach of Annex A is satisfied at the time of its obligations such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results that Parent would be prohibited from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate terminating this Agreement pursuant to the proviso of Section 9.1(b) is then available to Parent9.1(b)(i)); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or otherwise shall have become publicly disclosed and, in either case, or publicly known and such Acquisition Proposal shall not have been publicly and unconditionally withdrawn or otherwise abandonedprior to the date that is ten (10) Business Days prior to the termination of this Agreement; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) third party with respect to an Acquisition Proposal Transaction and such Acquisition Transaction is subsequently consummated (whether during or after such twelve (12) month period), or (y) an Acquisition Proposal Transaction is consummated. For purposes of , in which case the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” Termination Fee shall be deemed to be a reference to “50%”.payable concurrently with the consummation of any such Acquisition Transaction; (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e9.1(c)(ii), the Company shall pay to Parent in which case the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer Fee shall be payable concurrently with and as a condition to the effectiveness of immediately available funds to an account or accounts designated in writing by Parent.such termination; or (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f9.1(d)(ii), the Company shall pay to Parent in which case the Termination Fee, Fee shall be payable within two (2) Business Days after demand by Parent, by wire transfer such termination. For purposes of immediately available funds the references to an account “Acquisition Proposal” or accounts designated an “Acquisition Transaction” in writing by ParentSection 9.3(b)(i), all references to “twenty percent (20%)” or “eighty percent (80%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%).”

Termination Fee. (ia) The Company In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, HCBF shall pay to Parent the CenterState a termination fee equal to $16,670,000 (“Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing specified by Parent, within two (2) Business Days after demand by Parent, CenterState in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of any of the failure to satisfy following: (i) in the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate event CenterState terminates this Agreement pursuant to Section 9.1(b7.01(g)(i), HCBF shall pay CenterState the Termination Fee within one (1) is then available to Parent)Business Day after receipt of CenterState’s notification of such termination; and (Bii) following in the execution and delivery event that after the date of this Agreement and prior to such the termination of this Agreement, a bona fide an Acquisition Proposal shall have been made known to senior management of HCBF or has been made directly to its shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to HCBF and (A) thereafter this Agreement is terminated (x) by either CenterState or shall have become publicly disclosed and, in either case, HCBF pursuant to Section 7.01(c) because the Requisite HCBF Shareholder Approval shall not have been withdrawn obtained or otherwise abandoned; (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (CB) within prior to the date that is twelve (12) months following after the date of such termination of this Agreementtermination, the Company HCBF enters into any agreement or consummates a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) transaction with respect to an Acquisition Proposal (whether or an not the same Acquisition Proposal is consummated. For as that referred to above), then HCBF shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay CenterState the Termination Fee, provided, that for purposes of the foregoingthis Section 7.02(a)(ii), each reference to “25%” all references in the definition of Acquisition Proposal to “Acquisition Proposal20%” shall be deemed to be a reference instead refer to “50%.” (b) HCBF and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if HCBF fails promptly to pay any amounts due under this Section 7.02, HCBF shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (iic) In Notwithstanding anything to the event contrary set forth in this Agreement, the Parties agree that if HCBF pays or causes to be paid to CenterState the Termination Fee in accordance with Section 7.02(a), HCBF (or any successor in interest of HCBF) will not have any further obligations or liabilities to CenterState with respect to this Agreement is terminated or the transactions contemplated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentthis Agreement. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. (a) If this Agreement is terminated: (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company Lares pursuant to Section 9.1(b8.1(f); or (ii) as by Mercury or Lares pursuant to Section 8.1(c) or Section 8.1(e)(i), or by Lares pursuant to Section 8.1(d), and in the case of clause (ii) of this sentence: (I)(x) in the case of a result termination pursuant to Section 8.1(e)(i), at or prior to the Mercury Shareholder Meeting a bona fide Acquisition Proposal with respect to Mercury shall have been publicly disclosed or announced, and such Acquisition Proposal shall not have been withdrawn prior to the completion of the failure Mercury Shareholder Meeting and (y) in the case of a termination pursuant to satisfy the Minimum Condition Section 8.1(c) or Section 8.1(d), prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred with respect to in clause (B) below Mercury shall have been made to Mercury, whether or not publicly disclosed or announced; and (zII): (1) on or prior to the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery first anniversary of such termination of this Agreement and Agreement, an Acquisition Transaction with respect to Mercury is consummated; or (2) on or prior to the first anniversary of such termination of this Agreement, a bona fide definitive agreement relating to an Acquisition Proposal Transaction with respect to Mercury is entered into by Mercury and such Acquisition Transaction is subsequently consummated, Mercury shall have been publicly announced or shall have become publicly disclosed andpay to the holders of Lares Common Shares, in either casecash at the time specified in the following sentence, a fee in the amount of $55,100,000 (the “Mercury Termination Fee”). The Mercury Termination Fee shall not have been withdrawn or otherwise abandoned; and be paid as follows: (Cx) in the case of clause (i) of the preceding sentence, within twelve (12) months following such two business days after the termination of this Agreement; and (y) in the case of clause (ii) of the preceding sentence, within two business days after the consummation of, the Company enters into a definitive agreement with any Person (other than Parent, applicable Acquisition Sub, or their Affiliates) with respect to an Transaction. “Acquisition Proposal or an Acquisition Proposal is consummated. For Transaction” for purposes of clause (II) of clause (ii) of this Section 8.3(a) shall have the foregoing, each reference to “25%” meaning assigned thereto in the definition of thereof set forth in Section 9.3 except that references in the definition to “Acquisition Proposal20%” shall be deemed to be a reference to replaced by “50%”. ” Prior to the payment of the Mercury Termination Fee, Lares shall appoint an agent to act as paying agent for the purposes of receiving, and delivering to the holders of Lares Common Shares, the Mercury Termination Fee, the procedures for which shall be set forth in the paying agent agreement (i) proposed by Lares and in a form acceptable to Mercury and (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e)which Lares shall indemnify and hold harmless Mercury and its Subsidiaries from and against any and all liabilities, costs, expenses and obligations directly or indirectly suffered or incurred by Mercury or any of its Subsidiaries as a result of payment of the Company shall pay Mercury Termination Fee to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer paying agent and/or the holders of immediately available funds to an account or accounts designated in writing by ParentLares Common Shares. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. In recognition of the efforts, expenses and other opportunities foregone by NFB and JSB, respectively, while structuring the Merger, the parties hereto agree that: (a) NFB shall pay to JSB a termination fee of Twelve Million, Five Hundred Thousand Dollars ($12,500,000) plus JSB's documented, reasonable out-of-pocket expenses (including fees and expenses of legal, financial and accounting advisors) in cash on demand if, within 12 months after the date of this Agreement, after a written bona fide proposal is made after the date of this Agreement by a third party to NFB or its stockholders to engage in an Acquisition Transaction (as defined in Section 3.4(e)), other than any Acquisition Transaction permitted pursuant to the terms of this Agreement, including without limitation Section 3.4(e) (a "Permitted Transaction"), any of the following occur: (i) The Company NFB shall have willfully breached any covenant or obligation contained in this Agreement and such breach would entitle JSB to terminate the Agreement; (ii) the stockholders of NFB shall not have approved the Agreement at the meeting of such stockholders held for the purpose of voting on the Agreement, such meeting shall not have been held or shall have been canceled prior to termination of the Agreement; or (iii) NFB's Board of Directors shall have withdrawn or modified in a manner adverse to JSB the recommendation of NFB's Board of Directors with respect to the Agreement; and (b) NFB shall pay to Parent JSB a termination fee of Twenty-Five Million Dollars ($25,000,000) plus JSB's documented, reasonable out-of-pocket expenses (including fees and expenses of legal, financial and accounting advisors) in cash on demand if, during a period of 18 months after the Termination Feedate hereof, by wire transfer NFB or any of immediately available funds its Subsidiaries, without having received JSB's prior written consent, shall have entered into an agreement to engage in an account Acquisition Transaction (as defined in Section 3.4(e)), other than a Permitted Transaction, with any person (the term "person" for purposes of this Agreement having the meaning assigned thereto in Sections 3(a)(9) and 13(d)(3) of the Exchange Act and the rules and regulations thereunder) other than JSB or accounts designated any of its Subsidiaries or the Board of Directors of NFB shall have recommended that the stockholders of NFB approve or accept an Acquisition Transaction other than a Permitted Transaction with any person other than JSB or any of its Subsidiaries. Any fee payable to JSB pursuant to Section 6.3(b) shall be reduced dollar for dollar to the extent that any fee is actually paid pursuant to Section 6.3(a). Notwithstanding the foregoing, NFB shall not be obligated to pay to JSB the termination fee described in writing by Parent, within two (2Section 6.3(a) Business Days after demand by Parent, or Section 6.3(b) in the event that (A) this Agreement is terminated by Parent at or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination time as such fee becomes payable (provided, that (xi) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below NFB and (z) the right to JSB validly terminate this Agreement pursuant to Section 9.1(b6.1(a), (ii) is then available to Parent); (B) following the execution and delivery of NFB or JSB validly terminates this Agreement pursuant to Sections 6.1(c) or 6.1(d), (iii) NFB validly terminates this Agreement pursuant to Section 6.1(b) or Section 6.1(e) or (iv) JSB validly terminates this Agreement pursuant to Section 6.1(f). (c) JSB shall pay to NFB a termination fee of Twelve Million, Five Hundred Thousand Dollars ($12,500,000) plus NFB's documented, reasonable out-of-pocket expenses (including fees and prior to such termination expenses of legal, financial and accounting advisors) in cash on demand if, within 12 months after the date of this Agreement, after a bona fide proposal is made after the date of this Agreement by a third party to JSB or its stockholders to engage in an Acquisition Proposal Transaction (as defined in the JSB Option Agreement), any of the following occur: (i) JSB shall have been publicly announced willfully breached any covenant or obligation contained in this Agreement and such breach would entitle NFB to terminate the Agreement; (ii) the stockholders of JSB shall not have become publicly disclosed andapproved the Agreement at the meeting of such stockholders held for the purpose of voting on the Agreement, in either case, such meeting shall not have been withdrawn held or otherwise abandoned; and (C) within twelve (12) months following such shall have been canceled prior to termination of this the Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.; or (iii) In JSB's Board of Directors shall have withdrawn or modified in a manner adverse to NFB the recommendation of JSB's Board of Directors with respect to the Agreement; and (d) JSB shall pay to NFB a termination fee of Twenty-Five Million Dollars ($25,000,000) plus NFB's documented, reasonable out-of-pocket expenses (including fees and expenses of legal, financial and accounting advisors) in cash on demand if, during a period of 18 months after the date hereof, JSB or any of its Subsidiaries, without having received NFB's prior written consent, shall have entered into an agreement to engage in an Acquisition Transaction (as defined in the JSB Option Agreement) with any person other than NFB or any of its Subsidiaries or the Board of Directors of JSB shall have recommended that the stockholders of JSB approve or accept an Acquisition Transaction (as defined in the JSB Option Agreement) with any person other than NFB or any of its Subsidiaries. Any fee payable to NFB pursuant to this Section 6.3(d) shall be reduced dollar for dollar to the extent that any fee is actually paid pursuant to Section 6.3(c). Notwithstanding the foregoing, JSB shall not be obligated to pay to NFB the termination fee described in Section 6.3(c) or Section 6.3(d) in the event that at or prior to such time as such fee becomes payable (i) NFB and JSB validly terminate this Agreement is terminated by Parent pursuant to Section 9.1(f6.1(a), the Company shall pay (ii) NFB or JSB validly terminates this Agreement pursuant to Parent the Termination FeeSections 6.1(c) or 6.1(d) or (iii) JSB validly terminates this Agreement pursuant to Section 6.1(b), within two (2Section 6.1(e) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by ParentSection 6.1(f).

Termination Fee. (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in In the event that (A) Parent or the Company terminates this Agreement pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or Parent terminates this Agreement pursuant to Section 8.1(c)(iii) and (B) after the date of this Agreement and prior to such termination, a Competing Proposal shall have been publicly disclosed or otherwise publicly communicated to the Company Board or the Company’s stockholders and not publicly and unconditionally withdrawn or abandoned, then if, within nine (9) months of such termination, the Company enters into a definitive agreement providing for, or recommends to its stockholders, a Competing Proposal or a Competing Proposal is consummated, then within one (1) business day after the occurrence of the applicable event described in this clause (2) the Company shall pay to Parent (or a Parent Subsidiary designated by Parent) a fee of $69,750,000 in cash (the “Termination Fee”). Solely for purposes of this Section 8.2(b)(i), the term “Competing Proposal” shall have the meaning assigned to such term in Section 5.3(j)(i), except that all references to “15%” therein shall be deemed to be “50%” and all references to “85%” therein shall be deemed to be “50%”. (ii) If the Company terminates this Agreement pursuant to Section 8.1(d)(i), concurrently with such termination, the Company shall pay to Parent (or a Parent Subsidiary designated by Parent) the Termination Fee. (iii) If Parent terminates this Agreement pursuant to Section 8.1(c)(i) or Section 8.1(c)(ii) (or this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b8.1(b)(i) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (xor Section 8.1(b)(iii) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination or Parent pursuant to Section 9.1(b8.1(c)(iii), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied each case, following any time at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right which Parent was entitled to terminate this Agreement pursuant to Section 9.1(b8.1(c)(i) is then available to Parentor Section 8.1(c)(ii); ), within one (B1) following the execution and delivery of this Agreement and prior to business day after such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e)termination, the Company shall pay to Parent (or a Parent Subsidiary designated by Parent) the Termination Fee. (iv) In the event any amount is payable pursuant to the preceding clauses (i), within two (2ii) Business Days after demand by Parentor (iii), such amount shall be paid by wire transfer of immediately available funds to an account or accounts designated in writing by ParentParent (and, if any amount becomes payable pursuant to any such clause, such amount shall not be or become due unless and until Parent has provided such wire transfer instructions for such designated account in writing). (iiiv) In For the avoidance of doubt, in no event that this Agreement is terminated by Parent pursuant to Section 9.1(f), shall the Company shall be obligated to pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by ParentFee on more than one occasion.

Termination Fee. (ia) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in In the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b(i) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate either Party terminates this Agreement pursuant to Section 9.1(b6.1(c)(ii), or (ii) is then available SBC terminates this Agreement pursuant to ParentSection 6.1(b); , as a result of a willful breach of a covenant or agreement by Professional or the Bank, or pursuant to Sections 6.1(e)(i) or 6.1(e)(ii), (B) following at any time after the execution and delivery date of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal Professional shall have received or there shall have been publicly announced or shall have become publicly disclosed and, in either case, shall an Acquisition Proposal that has not have been formally withdrawn or otherwise abandoned; abandoned prior to such termination, and (C) within twelve (12) months following such termination of this Agreementtermination, the Company Professional consummates an Acquisition Proposal or enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) letter of intent is entered into by Professional with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For Proposal, Professional shall pay Seacoast the Termination Fee within five (5) Business Days after the date it becomes payable pursuant hereto, by wire transfer of immediately available funds; provided that for purposes of the foregoing, each reference to “25%” this Section 7.4(a) all references in the definition of “Acquisition Proposal” to “25%” shall be deemed to be a reference to “50%”. (iib) In the event that SBC terminates this Agreement is terminated by the Company pursuant to Section 9.1(e6.1(e)(iii), the Company Professional shall pay to Parent Seacoast the Termination Fee, Fee within two five (25) Business Days after demand by Parentthe date this Agreement is terminated, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) funds. In the event that Professional terminates this Agreement pursuant to Section 6.1(f), Professional shall pay to Seacoast the Termination Fee on the date this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parentterminated, by wire transfer of immediately available funds funds. (c) Professional and the Bank hereby acknowledges that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Seacoast would not enter into this Agreement. In the event that Professional fails to an account pay when due any amount payable under this Section 7.4, then (i) Professional shall reimburse Seacoast for all costs and expenses (including disbursements and reasonable fees of legal counsel) incurred in connection with the collection of such overdue amount, and (ii) Professional shall pay to Seacoast interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to five percent (5%) over the “prime rate” (as published in the “Money Rates” column in The Wall Street Journal or, if not published therein, in another national financial publication selected by Seacoast) in effect on the date such overdue amount was originally required to be paid. (d) Assuming Professional and the Bank are not in breach of their obligations under this Agreement, including Sections 4.5 and 4.12, then the payment of the Termination Fee shall fully discharge Professional and the Bank from and be the sole and exclusive remedy of Seacoast with respect to, any and all losses that may be suffered by Seacoast based upon, resulting from or accounts designated in writing by Parentrising out of the circumstances giving rise to such termination of this Agreement under Section 7.4(a) or 7.4(b). In no event shall Professional be required to pay the Termination Fee on more than one occasion.

Termination Fee. (a) If (i) The the Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) terminates this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b8.01(d)(i), (ii) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination Parent terminates this Agreement pursuant to Section 9.1(b), 8.01(e) or (yiii) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)Company, except where the failure to meet such condition arises out of Parent or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to Purchaser terminate this Agreement pursuant to Section 9.1(b8.01(c) is then available and in the case of such a termination pursuant to ParentSection 8.01(c); , (BA) following at any time after the execution and delivery date of this Agreement and prior to such termination of this Agreement, a bona fide an Acquisition Proposal (other than any Acquisition Proposal solely with respect to the European Business) shall have been publicly announced or shall have become otherwise publicly disclosed and, in either case, shall communicated to the stockholders of the Company generally and not have been withdrawn or otherwise abandoned; at the time of termination and (CB) within twelve (12) months following prior to the six month anniversary of such termination of this Agreementtermination, the Company enters shall enter into a definitive agreement with any Person respect to such Acquisition Proposal (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal the European Business) or an such Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), then the Company shall pay to Parent in immediately available funds an amount equal to $8,000,000 plus all reasonably documented, actual, out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, financial advisors and investment bankers), up to $4,000,000 (I) at or prior to the Termination Feetime of termination in the case of a termination pursuant to Section 8.01(d)(i), (II) as promptly as reasonably practicable (and, in any event, within two business days following such termination) in the case of a termination pursuant to Section 8.01(e), or (2III) in the event a Termination Fee is payable in the case of a termination pursuant to Section 8.01(c), as promptly as reasonably practicable (and, in any event, within two Business Days after demand Days) following the consummation of an Acquisition Proposal in accordance with the foregoing provisions of this Section 8.03. Parent’s acceptance of the Termination Fee shall constitute conclusive evidence that this Agreement has been validly terminated (such sum, the “Termination Fee”). (b) If the Company terminates this Agreement (i) pursuant to Section 8.01(d)(ii), (ii) as a result of a failure by ParentPurchaser to accept for purchase and pay for Shares validly tendered and not withdrawn pursuant to the terms of the Offer following the satisfaction and/or waiver of the conditions contained in Annexes I and II, by wire transfer or (iii) pursuant to Section 8.01(c) as a result of the Commitment Letters having been withdrawn (other than primarily as a result of the Company’s failure to perform its obligations under this Agreement) and not otherwise replaced, then Parent shall pay to the Company in immediately available funds an amount equal to an account or accounts designated $8,000,000 (the “Reverse Termination Fee”) as promptly as reasonably practicable (and, in writing by Parentany event, within two Business Days following such termination). (iiic) Each of Parent and the Company acknowledges that the agreements contained in this Section 8.03 are an integral part of the transactions contemplated by this Agreement. In the event that this Agreement is terminated by Parent the Company or Parent, as the case may be, fails to pay amounts due pursuant to this Section 9.1(f8.03 (when and if payable), and, in order to obtain such payment, Parent or the Company, as the case may be, commences a suit which results in a judgment against the other party for a fee set forth in this Section 8.03, the Company or Parent, as the case may be, shall pay to Parent the Termination Feeother party its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, within two together with interest on the amount of the fee at the prime rate in effect on the date such payment was required to be made. (2d) Business Days after demand by Cloobeck hereby acknowledges and agrees to be liable for the prompt and complete performance of Parent, by wire transfer ’s obligations under Section 8.03(b) of immediately available funds to an account or accounts designated in writing by Parentthis Agreement.

Termination Fee. (ia) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in In the event that (Ai) after the date hereof and prior to the Cyprus Shareholder Meeting a Cyprus Takeover Proposal shall have been made known to Cyprus or any of its Subsidiaries or shall have been made directly to its shareholders generally or any person shall have publicly announced an intention (whether or not conditional) to make a Cyprus Takeover Proposal and thereafter this Agreement is terminated by either Parent or Cyprus pursuant to Section 7.1(b) or (ii) this Agreement is terminated by Parent or the Company Cyprus pursuant to Section 9.1(b) as 7.3(b), then Cyprus shall promptly pay Parent a result fee equal to $45 million (the "Cyprus Termination Fee"), payable by wire transfer of the failure to satisfy the Minimum Condition prior to such termination (same day funds; provided, however, that (x) the condition no Cyprus Termination Fee shall be payable to the Offer set forth in clause (A) of Annex A is satisfied at the time Parent pursuant to this paragraph unless and until within 18 months of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) Cyprus or any of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company its Subsidiaries enters into a definitive agreement with any Person Cyprus Acquisition Agreement or consummates any Cyprus Takeover Proposal (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For for the purposes of the foregoing, each foregoing proviso the terms "Cyprus Acquisition Agreement" and "Cyprus Takeover Proposal" shall have the meanings assigned to such terms in Section 5.9 (except that the reference to “25%” the "acquisition or purchase of a business or shares of any class of equity securities of Cyprus or any of its Subsidiaries" in the definition of “Acquisition "Cyprus Takeover Proposal” " in Section 5.9 shall be deemed to be a reference to “50%”the "acquisition or purchase of a business that constitutes 20% or 52 more of the net revenues, net income or the assets of Cyprus and its Subsidiaries, taken as a whole, or 20% of any class of equity securities of Cyprus or any of its Subsidiaries," but such reference shall not include either of the items set forth in Section 5.1(g) of the Cyprus Disclosure Schedule)) in which event the Termination Fee shall be payable upon the first to occur of such events. Cyprus acknowledges that the agreements contained in this Section 7.5(a) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if Cyprus fails promptly to pay the Cyprus Termination Fee, and, in order to obtain such payment, Parent commences a suit which results in a judgment against Cyprus for the Cyprus Termination Fee, Cyprus shall pay to Parent its costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amount of the Cyprus Termination Fee at the prime rate of Citibank N.A. in effect on the date such payment was required to be made. (iib) In the event of termination of this Agreement pursuant to Section 7.1(b) unless Cyprus is at fault in respect thereof, Section 7.1(c), Section 7.1(d) or Section 7.3(a), Parent shall reimburse Cyprus for any termination fee that it has paid to ASARCO Incorporated ("ASARCO") under Section 7.3 of the Agreement and Plan of Merger, dated as of July 15, 1999, among Asarco Cyprus Incorporated, ACO Acquisition Corp., CAM Acquisition Corp., ASARCO Incorporated and Cyprus Amax Minerals Company (the "ASARCO Merger Agreement") or under paragraph 3 of Amendment No. 1, dated September 27, 1999, to the ASARCO Merger Agreement; provided, however, that Parent shall have no obligation to reimburse Cyprus for any termination fee paid to ASARCO in the event that this Agreement is terminated by as a result of the Company pursuant failure of the condition to Section 9.1(e), the Company shall pay to Parent the Termination Fee, within two Cyprus Offer set forth in paragraph (2e) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by ParentAnnex A hereto. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in In the event that (A) this Agreement is terminated pursuant to: (a) (i) Section 7.1(b), (ii) in connection with the termination of the Merger Agreement, the Termination Fee becomes payable by Parent or the Company pursuant to Section 9.1(band (iii) as a result within 12 months of the failure to satisfy the Minimum Condition prior to such termination (providedtermination, that (x) the condition to the Offer set forth in clause (A) the Company or any of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal its Subsidiaries shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters entered into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal (which Acquisition Proposal is subsequently consummated) or (B) there shall have otherwise been consummated an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to (substituting in both instances “2550%” for “15%” in the definition of “Acquisition Proposal” ”), then, concurrently with or promptly (and in any event within one Business Day) following the consummation of any such transaction in connection with an Acquisition Proposal referred to in clauses (A) or (B) (an “Alternative Transaction”), each Seller shall be deemed pay or cause to be a reference paid to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an the account or accounts designated specified in writing by Parent., an amount equal to 50% of the product of (1) the number of such Seller’s Sellers Owned Shares that are subject to the Alternative Transaction multiplied by (2) the excess, if any, of the Alternative Transaction Consideration (as defined below) over the Per Share Purchase Price; or (iiib) In If the event that this Merger Agreement is terminated by Parent pursuant to Section 9.1(f9.3(c), within thirty (30) calendar days after such termination, the Company Sellers shall pay to Parent the Termination Fee, within two (2) Business Days after demand by ParentPurchaser, by wire transfer of immediately available funds to an the account or accounts designated specified in writing by Parent., an amount equal to 50% of (a) (i) the Threshold Amount minus (ii) the number of Purchase Shares, multiplied by (b) (i) the weighted average net sales price of all Shares sold by any of the Sellers between June 4, 2014 and the Closing Date (as defined below), minus (ii) $0.75. For purposes of this Agreement:

Termination Fee. (a) In the event that (i) The an Acquisition Proposal shall have been communicated to or otherwise made known to the shareholders, senior management or the Company Board, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal involving the Company after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by HEOP or the Company pursuant to Section 8.01(b) (if the Company Shareholder Approval has not theretofore been obtained) or (B) by HEOP pursuant to Section 8.01(e) and (iii) prior to the date that is twelve (12) months after the date of such termination the Company consummates an Alternative Transaction or enters into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to an Alternative Transaction, then the Company shall on the earlier of the date an Alternative Transaction is consummated or any such letter executed or agreement entered into, as applicable, pay HEOP a fee equal to Parent $2,500,000 (the “Termination Fee, ”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”funds. (iib) In the event that this Agreement is terminated (i) by the Company HEOP pursuant to Section 9.1(e8.01(f), or (ii) by HEOP pursuant to Section 8.01(g), then the Company shall pay to Parent HEOP the Termination Fee, within two (2) Business Days after demand by Parent, Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parenton the date of termination. (iiic) In the event that the Termination Fee is payable under this Section 8.03, the Company shall also reimburse HEOP for all of its out-of-pocket expenses incurred by HEOP in connection with this Agreement is terminated by Parent and the transactions contemplated herein, including fees and expenses of accountants, financial advisors and attorneys, and costs and expenses otherwise allocated to HEOP pursuant to Section 9.1(f)9.02. (d) The Company acknowledges that the agreements contained in this Section 8.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, HEOP would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.03, and, in order to obtain such payment, HEOP commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.03, the Company shall pay to Parent HEOP its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at a rate per annum equal to the prime rate published in The Wall Street Journal on the date that such payment was required to be made plus 300 basis points. (e) Except under circumstances provided for in Section 8.02(ii), notwithstanding anything to the contrary in this Agreement, the parties hereby acknowledge that in the event that the Termination FeeFee becomes payable and is paid by the Company pursuant to this Section 8.03, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentthe Termination Fee shall be HEOP’s sole and exclusive remedy under this Agreement.

Termination Fee. (a) In the event that (i) The Company an Acquisition Proposal with respect to EVBS shall have been communicated to or otherwise made known to the shareholders, senior management or Board of Directors of EVBS, or any person or entity shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to EVBS after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by EVBS or SONA pursuant to Section 7.1(b) (if the EVBS Shareholder Approval has not theretofore been obtained), (B) by SONA pursuant to Section 7.1(d) or (e) or (C) by EVBS or SONA pursuant to Section 7.1(g) and (iii) prior to the date that is fifteen (15) months after the date of such termination EVBS enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then EVBS shall, on the earlier of the date it enters into such definitive agreement or the date of consummation of such transaction, pay SONA a fee equal to Parent $7,500,000.00 (the “Termination Fee, ”) by wire transfer of immediately available funds to an the account or accounts designated in writing by Parent, within two SONA. (2b) Business Days after demand by Parent, in In the event that (A) this Agreement is terminated by Parent or the Company SONA pursuant to Section 9.1(b7.1(f) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination or by EVBS pursuant to Section 9.1(b7.1(k), (y) then EVBS shall, on the condition to the Offer set forth in clause (C)(1) date of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)termination, except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent SONA the Termination Fee, within two (2) Business Days after demand by Parent, Fee by wire transfer of immediately available funds to an the account or accounts designated in writing by ParentSONA. (iiic) In the event that (i) an Acquisition Proposal with respect to SONA shall have been communicated to or otherwise made known to the shareholders, senior management or Board of Directors of SONA, or any person or entity shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to SONA after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by Parent SONA or EVBS pursuant to Section 9.1(f7.1(b) (if the SONA Shareholder Approvals have not theretofore been obtained), (B) by EVBS pursuant to Section 7.1(d) or (e) or (C) by EVBS or SONA pursuant to Section 7.1(i) and (iii) prior to the Company shall date that is fifteen (15) months after the date of such termination SONA enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then SONA shall, on the earlier of the date it enters into such definitive agreement or the date of consummation of such transaction, pay to Parent EVBS the Termination Fee, within two (2) Business Days after demand by Parent, Fee by wire transfer of immediately available funds to an the account or accounts designated by EVBS. (d) In the event this Agreement is terminated by EVBS pursuant to Section 7.1(h) or by SONA pursuant to Section 7.1(j), then SONA shall, on the date of termination, pay EVBS the Termination Fee by wire transfer of immediately available funds to the account or accounts designated by EVBS. (e) Each of SONA and EVBS acknowledges that the agreements contained in writing this Section 7.4 are an integral part of the transactions contemplated by Parentthis Agreement, and that, without these agreements, SONA and EVBS, respectively, would not enter into this Agreement. Accordingly, if SONA or EVBS, as applicable, fails promptly to pay the amount due pursuant to this Section 7.4, and, in order to obtain such payment, SONA or EVBS, as applicable, commences a suit which results in a judgment against the other party for the fee set forth in this Section 7.4, SONA or EVBS, as applicable, shall pay to the other party its fees and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at a rate per annum equal to the prime rate published in The Wall Street Journal on the date such payment was required to be made. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. (f) A party shall not be obligated to pay the Termination Fee on more than one occasion.

Termination Fee. (a) In the event that: (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by either Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided8.01(b)(i), that (x) the condition to the Offer set forth in clause and (A) of Annex A is satisfied at a vote to obtain the time of such termination pursuant to Section 9.1(b)Company Stockholder Approval has not been held, (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) after the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery date of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Company Takeover Proposal shall have been publicly announced made or communicated to the Company or shall have become publicly disclosed and, in either case, been made directly to the stockholders of the Company generally (and at least one such Company Takeover Proposal shall not have been withdrawn or otherwise abandoned; prior to the event giving rise to the right of termination under Section 8.01(b)(i)) and (C) within twelve (12) months following after such termination of this Agreement, the Company enters into shall have reached a definitive agreement with any Person (other than Parent, Acquisition Subto consummate, or their Affiliatesshall have consummated, either (x) a Company Takeover Proposal with respect a Person who after the date of this Agreement has made a Company Takeover Proposal prior to an Acquisition the event giving rise to the right of termination under Section 8.01(b)(i) or (y) a Material Company Takeover Proposal or an Acquisition with a Person who since the date of this Agreement has not made a Company Takeover Proposal is consummated. For purposes of the foregoing, each reference prior to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”.such event; (ii) In the event that this Agreement is terminated by either Parent or the Company pursuant to Section 9.1(e8.01(b)(iii) and (A) after the date of this Agreement a Company Takeover Proposal shall have been made or communicated to the Company or shall have been made directly to the stockholders of the Company generally (and at least one such Company Takeover Proposal shall not have been withdrawn prior to the event giving rise to the right of termination under Section 8.01(b)(iii), ) and (B) within twelve (12) months after such termination the Company shall pay have reached a definitive agreement to Parent consummate, or shall have consummated, either (x) a Company Takeover Proposal with a Person who after the Termination Fee, within two date of this Agreement has made a Company Takeover Proposal prior to the event giving rise to the right of termination under Section 8.01(b)(iii) or (2y) Business Days after demand by Parent, by wire transfer a Material Company Takeover Proposal with a Person who since the date of immediately available funds this Agreement has not made a Company Takeover Proposal prior to an account or accounts designated in writing by Parent.such event; (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f8.01(c) and (A) the Company's breach or failure triggering such termination shall have been willful, (B) after the date of this Agreement a Company Takeover Proposal shall have been made or communicated to the Company or shall have been made directly to the stockholders of the Company generally and (C) within twelve (12) months after such termination the Company shall have reached a definitive agreement to consummate, or shall have consummated, either (x) a Company Takeover Proposal with a Person who after the date of this Agreement has made a Company Takeover Proposal prior to the event giving rise to the right of termination under Section 8.01(c) or (y) a Material Company Takeover Proposal with a Person who since the date of this Agreement has not made a Company Takeover Proposal prior to such event; (iv) this Agreement is terminated by Parent pursuant to Section 8.01(e) (other than if the Change in Recommendation which resulted in the right of termination under Section 8.01(e) occurred following a Parent Material Adverse Effect), then the Company shall (1) in the case of a Termination Fee payable pursuant to clauses (i), (ii), or (iii) of this Section 8.02(a), upon the earlier of the date of such definitive agreement and such consummation of a Material Company Takeover Proposal or (2) in the case of a Termination Fee payable pursuant to clause (iv) of this Section 8.02(a), on the date of such termination, pay Parent a fee equal to two hundred forty-three million six hundred thousand dollars (the "Termination Fee") by wire transfer of same-day funds. Notwithstanding the foregoing sentence, in the event that the Company proposes to terminate this Agreement at a time when the Termination Fee is payable, the Company shall pay Parent the Termination Fee as described above prior to such termination by the Company. Notwithstanding the foregoing in Section 8.02(a)(i) or Section 8.02(a)(ii), if a Termination Fee would have been payable under Section 8.02(a)(i) or Section 8.02(a)(ii) but for the fact that the person (or any of its Affiliates) with whom the Company shall have reached a definitive agreement to consummate, or shall have consummated, a Material Company Takeover Proposal within twelve (12) months after termination of this Agreement withdrew a Company Takeover Proposal prior to the event giving rise to the right of termination of this Agreement under Section 8.01(b)(i) or Section 8.01(b)(ii), then the Company shall upon the earlier of such definitive agreement and such consummation of a Material Company Takeover Proposal pay Parent the Termination Fee by wire transfer of same-day funds. In the case of a Termination Fee payable pursuant to clause (iii) of this Section 8.02(a), the parties hereby agree that the Termination Fee (including the right to receive such fee or the payment of such fee) shall not limit in any respect any rights or remedies available to Parent and Merger Sub relating to any willful breach or failure to perform any representation, warranty, covenant or agreement set forth in this Agreement resulting, directly or indirectly, in the right to receive the Termination Fee. (b) The Company acknowledges and agrees that the agreements contained in Section 8.02(a) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. If the Company fails promptly to pay the amount due pursuant to Section 8.02(a), and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the Termination Fee, the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) incurred in connection with such suit, together with interest on the amount of the Termination FeeFee from the date such payment was required to be made until the date of payment at the prime rate of Citibank, within two N.A. in effect on the date such payment was required to be made. (2c) Business Days For purposes of this Agreement, "Material Company Takeover Proposal" shall mean any inquiry, proposal or offer, whether or not conditional, (a) for a merger, consolidation, dissolution, recapitalization or other business combination in which the stockholders of the Company immediately prior to such transaction will fail to own immediately after demand such transaction 60% or more of the Company's (if the Company is the publicly traded parent company following such transaction) equity securities or if the Company is not the publicly traded parent company following such transaction 60% or more of the parent company's equity securities into which Company equity securities are converted in such transaction, (b) for a transaction that provides that the directors of the Company immediately prior to the consummation of such transaction will not constitute 70% or more of the directors of the Company immediately after such transaction (if the Company is the publicly traded parent company following such transaction) or if the Company is not the publicly traded parent company following such transaction, 70% or more of the directors of the parent company into which Company equity securities are converted in such transaction, (c) for the issuance of 40% or more of the equity securities of the Company as consideration for the assets or securities of another person or (d) to acquire in any manner (other than (i) in the context of the issuance of equity securities of the Company as consideration for the assets or the securities of another person or (ii) a transaction of a type listed in clause (a) above), directly or indirectly, 20% or more of the equity securities of the Company or assets (including equity securities of any Subsidiary of the Company) that represent 20% or more of the total consolidated assets of the Company, other than the transactions contemplated by Parentthis Agreement. In determining the percentage of equity securities of the Company or of the parent company's equity securities owned by the stockholders of the Company following a transaction covered by clause (a), such calculation shall be made on a fully diluted basis and there shall be excluded any equity securities (or securities convertible into equity securities) issued to co-venturers, private equity firms and/or other persons providing financing (debt and/or equity) for such transaction, with any such equity securities (or securities convertible into equity securities) treated as being held by wire transfer persons other than the stockholders of immediately available funds the Company, regardless of the legal form of the transaction. For purposes of clause (c) above, there shall be included in the calculation of equity securities issued by the Company (which shall be made on a fully-diluted basis) any equity securities (or securities convertible into equity securities) issued to an account or accounts designated in writing by Parentco-venturers, private equity firms and/or other persons providing financing (debt and/or equity) for such transaction, regardless of the legal form of the transaction.

Termination Fee. (a) In the event that: (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by either Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided8.01(b)(i), that (x) the condition to the Offer set forth in clause and (A) of Annex A is satisfied at a vote to obtain the time of such termination pursuant to Section 9.1(b)Company Stockholder Approval has not been held, (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) after the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery date of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Company Takeover Proposal shall have been publicly announced made or communicated to the Company or shall have become publicly disclosed and, in either case, been made directly to the stockholders of the Company generally (and that Company Takeover Proposal shall not have been withdrawn or otherwise abandoned; prior to the event giving rise to the right of termination under Section 8.01(b)(i)) and (C) within twelve (12) months following after such termination of this Agreement, the Company enters into shall have reached a definitive agreement with any Person (other than Parent, Acquisition Subto consummate, or their Affiliatesshall have consummated, that Company Takeover Proposal; (ii) with respect this Agreement is terminated by either Parent or the Company pursuant to an Acquisition Section 8.01(b)(iii) and (A) after the date of this Agreement a Company Takeover Proposal shall have been made or an Acquisition Proposal is consummated. For purposes communicated to the Company or shall have been made directly to the stockholders of the foregoingCompany generally (and at least one such Company Takeover Proposal shall not have been withdrawn prior to the event giving rise to the right of termination under Section 8.01(b)(iii)) and (B) within twelve (12) months after such termination the Company shall have reached a definitive agreement to consummate, each reference or shall have consummated, a Company Takeover Proposal communicated prior to the termination, or a Company Takeover Proposal communicated after the termination with the meaning assigned to such term in Section 5.02(a), except that the references to “25%” in the definition of “Acquisition Proposal20% or more” shall be deemed to be a reference references to “50%% or more;” (iii) this Agreement is terminated by Parent pursuant to Section 8.01(c) and (A) the Company’s breach or failure triggering such termination shall have been willful, (B) after the date of this Agreement a Company Takeover Proposal shall have been made or communicated to the Company or shall have been made directly to the stockholders of the Company generally and (C) within twelve (12) months after such termination the Company shall have reached a definitive agreement to consummate, or shall have consummated, a Company Takeover Proposal communicated prior to the termination, or a Company Takeover Proposal communicated after the termination with the meaning assigned to such term in Section 5.02(a), except that the references to “20% or more” shall be deemed to be references to “50% or more;” (iv) this Agreement is terminated by the Company pursuant to Section 8.01(d)(ii), or (v) this Agreement is terminated by Parent pursuant to Section 8.01(e) (but only if after the date of this Agreement a Company Takeover Proposal shall have been made and the Company Adverse Recommendation Change is made in response thereto); then the Company shall (1) in the case of a Company Termination Fee payable pursuant to clauses (i), (ii) or (iii) of this Section 8.02(a), upon the earlier of the date of such definitive agreement and such consummation of a Company Takeover Proposal or (2) in the case of a Company Termination Fee payable pursuant to clauses (iv) or (v) of this Section 8.02(a), on the date of such termination, pay Parent a fee equal to $7,000,000 (the “Company Termination Fee”) by wire transfer of same-day funds. Notwithstanding the foregoing sentence, in the event that the Company proposes to terminate this Agreement at a time when the Company Termination Fee is payable, the Company shall pay Parent the Company Termination Fee as described above prior to such termination by the Company. Notwithstanding the foregoing in Section 8.02(a)(i) or Section 8.02(a)(ii), if a Company Termination Fee would have been payable under Section 8.02(a)(i) or Section 8.02(a)(ii) but for the fact that the person (or any of its Affiliates) with whom the Company shall have reached a definitive agreement to consummate, or shall have consummated, a Company Takeover Proposal within twelve (12) months after termination of this Agreement withdrew a Company Takeover Proposal prior to the event giving rise to the right of termination of this Agreement under Section 8.01(b)(i) or Section 8.01(b)(iii), then the Company shall upon the earlier of such definitive agreement and such consummation of a Company Takeover Proposal pay Parent the Company Termination Fee by wire transfer of same-day funds. In the case of a Termination Fee payable pursuant to clause (iii) of this Section 8.02(a), the parties hereby agree that the Company Termination Fee (including the right to receive such fee or the payment of such fee) shall not limit in any respect any rights or remedies available to Parent and Merger Sub relating to any willful breach or failure to perform any representation, warranty, covenant or agreement set forth in this Agreement resulting, directly or indirectly, in the right to receive the Company Termination Fee. (iib) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e8.01(d)(i), the Company Parent shall pay to the Company a fee equal to $6,000,000 (the “Parent Termination Fee” and together with the Company Termination Fee, the “Termination Fees”) on the date of termination by wire transfer of same-day funds. The parties hereby agree that the Parent Termination Fee (including the right to receive such fee or the payment of such fee) shall not limit in any respect any rights or remedies available to the Company relating to any willful breach or failure to perform any representation, warranty, covenant or agreement set forth in this Agreement resulting, directly or indirectly, in the right to receive the Parent Termination Fee. (c) Each of the Company and Parent acknowledges and agrees that the agreements contained in this Section 8.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither Parent nor the Company would enter into this Agreement. If either party (the “defaulting party”) fails promptly to pay the amount due pursuant to Section 8.02, and, in order to obtain such payment, the other party commences a suit that results in a judgment against the defaulting party for the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company defaulting party shall pay to Parent the non-defaulting party its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the amount of the Termination FeeFee from the date such payment was required to be made until the date of payment at the prime rate of Citibank, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds N.A. in effect on the date such payment was required to an account or accounts designated in writing by Parentbe made.

Termination Fee. (ia) The Company shall pay Subject to Parent the Termination FeeSection 6.3(c), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) if this Agreement is terminated (i) by Parent Sprint pursuant to Section 6.1(c)(iii) or (ii) by Sprint or the Company pursuant to Section 9.1(b6.1(b)(i) as a result of the failure to satisfy the Minimum Condition prior to such termination (providedand, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)termination, (y) the condition to the Offer set forth in clause (C)(1Section 5.3(e) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn satisfied and the conditions set forth in Sections 5.3(a) and 5.3(b) shall have been satisfied or otherwise abandoned; reasonably capable of being satisfied (each termination described in clause (i) or clause (ii), a “Fee Entitlement Termination”), then Sprint and the Company agree that Sprint shall pay the Company a termination fee of $120,000,000 (the “Sprint Termination Fee”), which shall be satisfied in full by the cancellation (on the 6th Business Day after termination, so long as no Fee Waiver (as defined below) has been delivered) of $120,000,000 aggregate principal amount of Notes issued by the Company (or the applicable Company Subsidiaries) pursuant to Section 13.01(b) of the indenture related to the Notes. (b) Subject to Section 6.3(c),in the event that (i) the Company has received the Sprint Termination Fee pursuant to the terms of Section 6.3(a) (and no Fee Waiver (as defined below) has been delivered) and (Cii) Clearwire Communications completes construction of at least 5,000 Hotspot Sites that are On Air by January 15, 2014, in accordance with Section 8.10 of that certain 4G MVNO Agreement, dated November 28, 2008, among Sprint, Clearwire Communications and certain other parties thereto, as amended (the “4G MVNO Agreement”), then Sprint shall pay to Clearwire Communications a Wireless Broadband Services Prepayment in the amount of $100,000,000 (the “4G MVNO Prepayment”) on the date when such 5,000 Hotspot Sites are On Air (provided that if this Agreement has not been terminated by such date, any payment required to be paid pursuant to this Section 6.3(b) will be made 6 Business Days after the date the Company becomes entitled to receive the Sprint Termination Fee pursuant to the terms of Section 6.3(a)), to be credited against Sprint’s use of LTE Services under the 4G MVNO Agreement, which payment shall be (x) in addition to any Wireless Broadband Services Prepayment that Clearwire Communications may otherwise receive pursuant to Section 8.10 of the 4G MVNO Agreement, and (y) otherwise subject to all of the terms and conditions of the 4G MVNO Agreement regarding Wireless Broadband Services Prepayments, except the 4G MNVO Prepayment will not be subject to the repayment obligations contained in Section 8.10(e) of the 4G MVNO Agreement. Capitalized terms used in this Section 6.3(b) which are not otherwise defined in this Agreement shall have the meaning given to such terms in the 4G MVNO Agreement. (c) In the event that a Fee Entitlement Termination occurs, the Company shall have the option to (i) reject and irrevocably waive (a “Fee Waiver”) in writing its entitlement under Section 6.3(a) and Section 6.3(b) to receive the Sprint Termination Fee and the 4G MVNO Prepayment, respectively, within twelve five (125) months following Business Days of the date of such termination, in which case clause (ii) of this Section 6.3(c) shall not apply to such termination and the proviso in Section 6.2(a) shall remain effective as to all Parties, or (ii) (if the Fee Waiver has not been delivered) receive the Sprint Termination Fee pursuant to Section 6.3(a) and (if applicable) the 4G MVNO Prepayment pursuant to Section 6.3(b), in which case such payment or right to receive such payment or payments (in the manner set forth in Section 6.3(a) and (if applicable) Section 6.3(b)) shall be the sole and exclusive remedy (other than with respect to any liability or obligation resulting from any fraud prior to termination) against Sprint, Acquisition Corp. or any other Subsidiary of Sprint or its or their Affiliates for any and all losses or damages suffered by the Company or its Affiliates in connection with, or as a result of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, transactions contemplated by this Agreement or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes the failure of the foregoingtransactions contemplated by this Agreement to be consummated, each reference and the right to “25%” in the definition of “Acquisition Proposal” receive such fees shall be deemed to be liquidated damages (and not a reference penalty) for any and all losses or damages suffered or incurred by the Company, each of its Affiliates and any other Person in connection with this Agreement (and the termination hereof) and the transactions contemplated by this Agreement (and the abandonment or termination thereof) or any matter forming the basis for such termination, and none of the Company, any Affiliate of the Company or any other Person shall be entitled to “50%”bring or maintain any legal proceeding against Sprint or its Affiliates arising out of or in connection with this Agreement or the transactions contemplated by this Agreement (or the abandonment or termination thereof). If the Fee Waiver is given, the terms or amounts of the Sprint Termination Fee and the 4G MVNO Prepayment shall not be asserted by the Company as indicative qualifications or evidence of any damages, loss or liability to the Company. (iid) In Each of the event Parties acknowledges that the agreements contained in Section 6.3 are an integral part of the transactions contemplated by this Agreement is terminated by the Company pursuant to Section 9.1(e)Agreement, and that, without these agreements, the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentother Parties would not enter into this Agreement. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. (a) In the event that (i) The Company after the date of this Agreement, an Acquisition Proposal with respect to ANCX shall have been communicated to or otherwise made known to the shareholders, senior management or Board of Directors of ANCX, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to ANCX, (ii) thereafter this Agreement is terminated (A) by ANCX or UBSH pursuant to Section 7.1(b) (and the ANCX Shareholder Approval has not been obtained), (B) by UBSH pursuant to Section 7.1(d) or (C) by UBSH or ANCX pursuant to Section 7.1(f) and (iii) prior to the date that is 12 months after the date of such termination ANCX enters into an Acquisition Agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then ANCX shall, on the earlier of the date it enters into such Acquisition Agreement or the date of consummation of such transaction, pay UBSH a fee equal to Parent $25,000,000 (the “Termination Fee, ”) by wire transfer of immediately available funds to an the account or accounts designated in writing by Parent, within two UBSH. (2b) Business Days after demand by Parent, in In the event that (A) this Agreement is terminated by Parent or the Company UBSH pursuant to Section 9.1(b7.1(e) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination or by ANCX pursuant to Section 9.1(b7.1(i), (y) then ANCX shall, on the condition to the Offer set forth in clause (C)(1) date of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)termination, except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent UBSH the Termination Fee, within two (2) Business Days after demand by Parent, Fee by wire transfer of immediately available funds to an the account or accounts designated in writing by ParentUBSH. (iiic) In the event that this Agreement is terminated by Parent ANCX pursuant to Section 9.1(f7.1(g), then UBSH shall, on the Company shall date of termination, pay to Parent ANCX the Termination Fee, within two (2) Business Days after demand by Parent, Fee by wire transfer of immediately available funds to an the account or accounts designated by ANCX. (d) The payment of the Termination Fee by ANCX or UBSH pursuant to this Section 7.4, as applicable, constitutes liquidated damages and not a penalty, and shall be the sole monetary remedy of ANCX or UBSH, as the case may be, in writing the event of termination of this Agreement specified in such section. Each of UBSH and ANCX acknowledges that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated by Parentthis Agreement, and that, without these agreements, UBSH and ANCX, respectively, would not enter into this Agreement. Accordingly, if UBSH or ANCX, as applicable, fails promptly to pay the amount due pursuant to this Section 7.4, and, in order to obtain such payment, UBSH or ANCX, as applicable, commences a suit which results in a judgment against the other party for the fee set forth in this Section 7.4, UBSH or ANCX, as applicable, shall pay to the other party its fees and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at a rate per annum equal to the prime rate published in The Wall Street Journal on the date such payment was required to be made.

Termination Fee. (ia) The If this Agreement is terminated by Parent pursuant to Section 8.4(a), then the Company shall pay to Parent (by wire transfer of immediately available funds), within five Business Days after such termination, a fee in an amount equal to the Termination Fee. (b) If this Agreement is terminated by the Company pursuant to Section 8.3(a), then the Company shall pay to Parent (by wire transfer of immediately available funds), prior to or simultaneously with such termination, the Termination Fee. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 8.2(c), then the Company shall pay to or as directed by Parent all of the fees and expenses (including all fees and expenses of counsel, accountants, financial advisors, and investment bankers) incurred in connection with this Agreement and the Transactions in an amount not to exceed $3,000,000 in the aggregate (the “Parent Expenses”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two prior to or substantially concurrently with the termination of this Agreement. (2d) Business Days after demand by Parent, in the event that If (Ai) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b8.2(a) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to or Section 9.1(b8.2(c), (yii) after the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery date of this Agreement and prior to such the time of the termination of this Agreement, a bona fide Acquisition Agreement an Alternative Proposal shall have been publicly made, commenced, submitted or announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; made known to the Company Board prior to this Agreement’s termination and (Ciii) within twelve (12) months following such termination of this Agreement, the Company enters into consummates a transaction with respect to such Alternative Proposal within 12 months after such termination, or signs a definitive agreement with any Person (other than respect to such Alternative Proposal within 12 months after such termination and such transaction is subsequently consummated, then the Company shall pay to Parent, Acquisition Subwithin two Business Days following such consummation, or their Affiliates) with respect the Termination Fee (less the amount of any Parent Expenses previously paid to an Acquisition Proposal or an Acquisition Proposal is consummated. For Parent pursuant to Section 8.6(c), if any); provided that, solely for purposes of the foregoingthis Section 8.6(d), each reference all references to “25fifteen percent (15%)” and “eighty-five percent (85%)” in the definition of “Acquisition Proposal” Alternative Proposal shall be deemed to be a reference references to “fifty percent (50%).” (e) The parties acknowledge and agree that in no event shall the Company be obligated to pay the Termination Fee on more than one occasion. (iif) In Notwithstanding anything to the contrary in this Agreement, the parties hereby acknowledge that in the event that this Agreement is terminated the Parent Expenses or Termination Fee becomes payable and are paid by the Company pursuant to this Section 9.1(e)8.6, the Company shall pay to Parent the Expenses and Termination Fee, within two (2) Business Days after demand by as the case may be, shall be Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent’s and Merger Sub’s sole and exclusive remedy for monetary damages under this Agreement. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. (a) In the event that: (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by either Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided8.01(b)(i), that (x) the condition to the Offer set forth in clause and (A) of Annex A is satisfied at a vote to obtain the time of such termination pursuant to Section 9.1(b)Company Stockholder Approval has not been held, (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) after the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination date of this Agreement, a bona fide Acquisition Company Takeover Proposal shall have been publicly announced made or communicated to the Company or shall have become publicly disclosed and, in either case, been made directly to the stockholders of the Company generally (and at least one such Company Takeover Proposal shall not have been withdrawn or otherwise abandoned; prior to the event giving rise to the right of termination under Section 8.01(b)(i)) and (C) within twelve (12) months following after such termination of this Agreementtermination, the Company enters into shall have reached a definitive agreement with any Person (other than Parent, Acquisition Subto consummate, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is shall have consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition a Company Takeover Proposal” shall be deemed to be a reference to “50%”.; (ii) In the event that this Agreement is terminated by either Parent or the Company pursuant to Section 9.1(e8.01(b)(iii) and (A) after the date of this Agreement, a Company Takeover Proposal shall have been made or communicated to the Company or shall have been made directly to the stockholders of the Company generally (and at least one such Company Takeover Proposal shall not have been withdrawn prior to the event giving rise to the right of termination under Section 8.01(b)(iii)) and (B) within twelve (12) months after such termination, the Company shall pay have reached a definitive agreement to Parent the Termination Feeconsummate, within two (2) Business Days after demand by Parentor shall have consummated, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.a Company Takeover Proposal; (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f8.01(c) and (A) after the date of this Agreement, a Company Takeover Proposal shall have been made or communicated to the Company or shall have been made directly to the stockholders of the Company generally and (B) within twelve (12) months after such termination, the Company shall have reached a definitive agreement to consummate, or shall have consummated, a Company Takeover Proposal; or (iv) this Agreement is terminated by Parent pursuant to Section 8.01(e), then the Company shall (1) in the case of a Termination Fee payable pursuant to clauses (i), (ii) or (iii) of this Section 8.02(a), upon the earlier of the date of such definitive agreement and such consummation of a Company Takeover Proposal or (2) in the case of a Termination Fee payable pursuant to this clause (iv) of this Section 8.02(a), on the date of such termination, pay Parent a fee equal to $2,152,141 (the “Termination Fee”) by wire transfer of same-day funds. Notwithstanding the foregoing sentence, in the event that the Company proposes to terminate this Agreement at a time when the Termination Fee is payable, the Company shall pay Parent the Termination Fee as described above prior to such termination by the Company. Notwithstanding the foregoing in Section 8.02(a)(i) or Section 8.02(a)(ii), if a Termination Fee would have been payable under Section 8.02(a)(i) or Section 8.02(a)(ii) but for the fact that the person (or any of its Affiliates) with whom the Company shall have reached a definitive agreement to consummate, or shall have consummated, a Company Takeover Proposal within twelve (12) months after termination of this Agreement withdrew a Company Takeover Proposal prior to the event giving rise to the right of termination of this Agreement under Section 8.01(b)(i) or Section 8.01(b)(iii), then the Company shall upon the earlier of such definitive agreement and such consummation of a Company Takeover Proposal pay Parent the Termination Fee by wire transfer of same-day funds. In the case of a Termination Fee payable pursuant to clause (iii) of this Section 8.02(a), the parties hereby agree that the Termination Fee (including the right to receive such fee or the payment of such fee) shall not limit in any respect any rights or remedies available to Parent and Merger Sub relating to any willful breach or failure to perform any representation, warranty, covenant or agreement set forth in this Agreement resulting, directly or indirectly, in the right to receive the Termination Fee. (b) The Company acknowledges and agrees that the agreements contained in Section 8.02(a) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. If the Company fails promptly to pay the amount due pursuant to Section 8.02(a), and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the Termination Fee, the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the amount of the Termination FeeFee from the date such payment was required to be made until the date of payment at the prime rate of Citibank, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds N.A. in effect on the date such payment was required to an account or accounts designated in writing by Parentbe made.

Termination Fee. (ia) The Company shall pay to Parent the amount of $15,000,000 in cash (the “Termination Fee”) in the event that this Agreement is terminated: (i) by Parent pursuant to Section 8.1(d)(i); (ii) (x) (A) by either Parent or the Company pursuant to Section 8.1(b)(ii) or Section 8.1(b)(iii), or (B) by Parent pursuant to Section 8.1(d)(ii), Section 8.1(d)(iii) or Section 8.1(d)(iv), (y) an Alternative Proposal shall have been made to the Company Board, the Company or any of the Company Subsidiaries or any holders of Shares or any Person shall have publicly announced an intention (whether or not conditional) to make an Alternative Proposal with respect to the Company or any of the Company Subsidiaries after the date of this Agreement but prior to such termination (and such Alternative Proposal or publicly announced intention shall not have been publicly and unconditionally withdrawn (A) with respect to any termination pursuant to Section 8.1(b)(ii), at least ten (10) Business Days prior to the Outside Date, (B) with respect to any termination pursuant to Section 8.1(b)(iii), at least five (5) Business Days prior to the date of the Stockholders’ Meeting, including any postponement or adjournment thereof and (C) with respect to any termination pursuant to Section 8.1(d)(ii), Section 8.1(d)(iii) or Section 8.1(d)(iv), at least ten (10) Business Days prior to such termination; provided, however, that no such Alternative Proposal or publicly announced intention shall be deemed to be publicly and unconditionally withdrawn for purposes of this Section 8.3(a)(ii) if, within twelve (12) months of any such termination, the Company or any of the Company Subsidiaries enters into a binding written agreement with respect to, or shall have consummated, or shall have approved or recommended to the holders of Shares, any Alternative Proposal with any Person (or its Affiliates) that made an Alternative Proposal or publicly announced an intention (whether or not conditional) to make an Alternative Proposal prior to such termination) and (z) within twelve (12) months of any such termination, (1) the Company or any of the Company Subsidiaries shall have entered into a binding written agreement with respect to, or shall have consummated, or shall have approved or recommended to the holders of Shares, an Alternative Proposal or (2) there shall have been consummated an Alternative Proposal (substituting in each instance “50%” for “20%” in the definition of Alternative Proposal); or (iii) by the Company pursuant to Section 8.1(c)(i). (b) The Company shall pay Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated same day funds, (i) in writing by Parentthe case of Section 8.3(a)(i), within no later than two (2) Business Days after demand by Parentthe date of such termination, (ii) in the event that (A) this Agreement is terminated by Parent case of Section 8.3(a)(ii), on or prior to the first date on which the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to takes any such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal action referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to of Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates8.3(a)(ii) with respect to an Acquisition Alternative Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” and (iii) in the definition case of “Acquisition Proposal” shall be deemed Section 8.3(a)(iii), prior to be or concurrently with, and as a reference to “50%”. condition to, such termination. In addition, (iix) In in the event that this Agreement is terminated by the Company pursuant to Section 9.1(e8.1(c)(i), by the Company or Parent pursuant to Section 8.1(b)(iii) or by Parent pursuant to Section 8.1(d), the Company shall promptly (and in any event within two (2) Business Days) after such termination, or (y) in the event that this Agreement was terminated by the Company or Parent pursuant to Section 8.1(b)(ii) and the Termination Fee becomes payable pursuant to Section 8.3(a)(ii), the Company shall simultaneously with the payment of the Termination Fee, pay Parent all of the documented out-of-pocket expenses, including those of the Exchange Agent, incurred by Parent or Merger Sub in connection with this Agreement and the transactions contemplated hereby up to a maximum amount of $3,000,000, by wire transfer of same day funds (such amount, the “Expense Payment”). Except to the extent required by applicable Law, the Company shall not withhold any withholding taxes from any payment made pursuant to this Section 8.3. Notwithstanding any provision of this Agreement to the contrary, Parent and Merger Sub agree that payment of the Termination Fee and any subsequent obligation of the Company to pay the Expense Payment pursuant to this Section 8.3(b), if such payments are payable and actually paid, shall be the sole and exclusive remedy for monetary damages of Parent and Merger Sub under this Agreement. Under no circumstances shall the Termination Fee or the Expense Payment be payable more than once. The Company acknowledges that the agreements contained in this Section 8.3 are an integral part of the Transactions, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 8.3, and, in order to obtain such payment, Parent or Merger Sub commences a suit that results in a judgment against the Company for such payment or any portion of such payment, the Company shall pay to Parent or Merger Sub its costs and expenses (including attorneys’ fees) in connection with such suit, together with interest on the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer amount of immediately available funds the payment at the prime rate of Citibank N.A. in effect on the date such payment was required to an account or accounts designated in writing by Parentbe made through the date of payment. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. (ia) The Company In recognition of the efforts, expenses and other opportunities foregone by FBMS while structuring and pursuing the Merger, SWGB shall pay to Parent the FBMS a termination fee equal to $3,750,000 (“Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing specified by Parent, within two (2) Business Days after demand by Parent, FBMS in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of any of the failure to satisfy the Minimum Condition prior to such termination following: (provided, that (xi) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate if SWGB terminates this Agreement pursuant to Section 9.1(b) is 7.01(g), then available SWGB shall pay FBMS the Termination Fee prior to Parentand as a condition of such termination in accordance with Section 7.01(g); (Bii) following if FBMS terminates this Agreement pursuant to Section 7.01(f), then SWGB shall pay FBMS the execution and delivery Termination Fee within one (1) Business Day after notification of such termination has been provided to the other Party; or (iii) if, after the date of this Agreement and prior to such the termination of this Agreement, a bona fide an Acquisition Proposal shall have been made known to senior management of SWGB or has been made directly to its shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to SWGB and (A) thereafter this Agreement is terminated (x) by either FBMS or shall have become publicly disclosed and, in either case, SWGB pursuant to Section 7.01(c) because the Requisite SWGB Shareholder Approval shall not have been withdrawn obtained or otherwise abandoned; (y) by FBMS pursuant to Section 7.01(d), and (CB) within prior to the date that is twelve (12) months following after the date of such termination of this Agreementtermination, the Company SWGB enters into any agreement or consummates a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) transaction with respect to an Acquisition Proposal (whether or an not the same Acquisition Proposal is consummated. For as that referred to above), then SWGB shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay FBMS the Termination Fee, provided, that for purposes of the foregoingthis Section 7.02(a)(iii), each reference to “25%” all references in the definition of Acquisition Proposal to “Acquisition Proposaltwenty percent (20%)” shall be deemed instead refer to be a reference to ““ fifty percent (50%)”. (b) SWGB and FBMS each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, FBMS would not enter into this Agreement; accordingly, if SWGB fails promptly to pay any amounts due under this Section 7.02, SWGB shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due plus (ii) In 200 basis points, together with the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee, within two costs and expenses of FBMS (2including reasonable legal fees and expenses) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentconnection with such suit. (iiic) In Notwithstanding anything to the event contrary set forth in this Agreement, the Parties agree that if SWGB pays or causes to be paid to FBMS the Termination Fee in accordance with Section 7.02(a), SWGB (or any successor in interest of SWGB) will not have any further obligations or liabilities to FBMS with respect to this Agreement is terminated or the transactions contemplated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentthis Agreement.

Termination Fee. (a) If, but only if, the Agreement is terminated: (i) The by either the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or by Parent pursuant to Section 8.1(d)(i) and (A) in the case of a termination pursuant to Section 8.1(b)(i), the Parent Stockholder Approval shall have been obtained and the Company Stockholder Approval shall not have been obtained prior to such termination, (B) in any such case the Company (x) receives or has received a Company Acquisition Proposal after the date of this Agreement, which proposal has been publicly announced and (y) within twelve (12) months of the termination of this Agreement, consummates a transaction regarding, or executes a definitive agreement which is later consummated with respect to, a Company Acquisition Proposal, and (C) in the case of termination pursuant to Section 8.1(b)(iii), such Company Acquisition Proposal has been withdrawn prior to the date of the Company Stockholder Meeting (or any adjournment thereof), then the Company shall pay pay, or cause to be paid, to Parent a fee equal to $51,000,000 (the “Termination Fee”) plus, if not previously paid pursuant to Section 8.3(a)(ii) below, the Expense Amount, by wire transfer of immediately available same day funds to an account designated by Parent, not later than the consummation of such transaction arising from such Company Acquisition Proposal; provided, however, that for purposes of this Section 8.3(a)(i), the references to “twenty percent (20%)” in the definition of Company Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”; (ii) by either the Company or accounts Parent pursuant to Section 8.1(b)(iii), the Company shall pay, or cause to be paid, to Parent the Expense Amount (by wire transfer to an account designated in writing by Parent) within two (2) Business Days of such termination; or (iii) by either the Company or Parent pursuant to Section 8.1(b)(iv), then Parent shall pay, or cause to be paid, to the Company the Expense Amount (by wire transfer to an account designated by the Company) within two (2) Business Days of such termination; or (iv) by either the Company or Parent pursuant to Section 8.1(b)(iii), and the Company receives or has received a Company Acquisition Proposal after the date of this Agreement, which proposal has been publicly announced and not withdrawn prior to the date of the Company Stockholder Meeting and the Company Board did not make an Adverse Recommendation Change, if the Company subsequently enters into an acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement or other similar definitive agreement with respect to a Company Acquisition Proposal within twelve (12) months of the termination of this Agreement, the Company shall pay, or cause to be paid, to Parent the Termination Fee plus, if not previously paid pursuant to Section 8.3(a)(ii) above, the Expense Amount, by wire transfer of same day funds to an account designated by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to entering into any such termination (definitive agreement; provided, however, that (x) the condition to the Offer set forth in clause (A) for purposes of Annex A is satisfied at the time of such termination pursuant to this Section 9.1(b8.3(a)(iv), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference references to “25twenty percent (20%)” in the definition of “Company Acquisition Proposal” Proposal shall be deemed to be a reference references to “fifty percent (50%)”.; or (iiv) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), 8.1(c)(ii) then the Company shall pay pay, or cause to be paid, to Parent the Termination FeeFee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent as a condition to the effectiveness of such termination; or (vi) by Parent pursuant to Section 8.1(d)(ii) , then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent, within two (2) Business Days of such termination. (b) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that: (i) under no circumstances shall the Company or Parent be required to pay the Termination Fee or Expense Amount, as applicable, earlier than one (1) full Business Day after demand receipt of appropriate wire transfer instructions from the party entitled to payment; and (ii) under no circumstances shall the Company or Parent be required to pay the Termination Fee or Expense Amount, as applicable, on more than one occasion. (c) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Payment is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company or Parent, as the case may be, in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company or Parent, as the case may be, fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, either the Company or Parent, as the case may be, commences a suit that results in a judgment against the other party for the payment of any amount set forth in this Section 8.3, such paying party shall pay the other party its costs and Expenses in connection with such suit, together with interest on such amount at the annual rate of five percent (5%) for the period from the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law. (i) If one party to this Agreement (the “Termination Fee Payor”) is required to pay another party to this Agreement (the “Termination Fee Payee”) a Termination Payment, such Termination Payment shall be paid into escrow on the date such payment is required to be paid by the Termination Fee Payor pursuant to this Agreement by wire transfer of immediately available funds to an escrow account or accounts designated in writing by Parent. (iii) accordance with this Section 8.3(d). In the event that the Termination Fee Payor is obligated to pay the Termination Fee Payee the Termination Payment, the amount payable to the Termination Fee Payee in any tax year of the Termination Fee Payee shall not exceed the lesser of (i) the Termination Payment of the Termination Fee Payee, and (ii) the sum of (A) the maximum amount that can be paid to the Termination Fee Payee without causing the Termination Fee Payee to fail to meet the requirements of Section 856(c)(2) and (3) of the Code for the relevant tax year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2) or 856(c)(3) of the Code (“Qualifying Income”) and the Termination Fee Payee has $1,000,000 of income from unknown sources during such year which is not Qualifying Income (in addition to any known or anticipated income which is not Qualifying Income), in each case, as determined by the Termination Fee Payee’s independent accountants, plus (B) in the event the Termination Fee Payee receives either (x) a letter from the Termination Fee Payee’s counsel indicating that the Termination Fee Payee has received a ruling from the IRS as described below in this Agreement Section 8.3(d) or (y) an opinion from the Termination Fee Payee’s outside counsel as described below in this Section 8.3(d), an amount equal to the excess of the Termination Payment less the amount payable under clause (A) above. (ii) To secure the Termination Fee Payor’s obligation to pay these amounts, the Termination Fee Payor shall deposit into escrow an amount in cash equal to the Termination Payment with an escrow agent selected by the Termination Fee Payor on such terms (subject to this Section 8.3(d)) as shall be mutually agreed upon by the Termination Fee Payor, the Termination Fee Payee and the escrow agent. The payment or deposit into escrow of the Termination Payment pursuant to this Section 8.3(d) shall be made at the time the Termination Fee Payor is terminated by Parent obligated to pay the Termination Fee Payee such amount pursuant to Section 9.1(f8.3 by wire transfer. The escrow agreement shall provide that the Termination Payment in escrow or any portion thereof shall not be released to the Termination Fee Payee unless the escrow agent receives any one or combination of the following: (i) a letter from the Termination Fee Payee’s independent accountants indicating the maximum amount that can be paid by the escrow agent to the Termination Fee Payee without causing the Termination Fee Payee to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income and the Termination Fee Payee has $1,000,000 of income from unknown sources during such year which is not Qualifying Income (in addition to any known or anticipated income which is not Qualifying Income), in which case the Company escrow agent shall pay release such amount to Parent the Termination FeeFee Payee, or (ii) a letter from the Termination Fee Payee’s counsel indicating that (A) the Termination Fee Payee received a ruling from the IRS holding that the receipt by the Termination Fee Payee of the Termination Payment would either constitute Qualifying Income or would be excluded from gross income within two the meaning of Sections 856(c)(2) and (23) Business Days after demand of the Code or (B) the Termination Fee Payee’s outside counsel has rendered a legal opinion to the effect that the receipt by Parentthe Termination Fee Payee of the Termination Payment should either constitute Qualifying Income or should be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code, by wire transfer in which case the escrow agent shall release the remainder of immediately available funds the Termination Payment to an account the Termination Fee Payee. The Termination Fee Payor agrees to amend this Section 8.3(d) at the reasonable request of the Termination Fee Payee in order to (i) maximize the portion of the Termination Payment that may be distributed to the Termination Fee Payee hereunder without causing the Termination Fee Payee to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, (ii) improve the Termination Fee Payee’s chances of securing a favorable ruling described in this Section 8.3(d) or accounts designated (iii) assist the Termination Fee Payee in writing by Parentobtaining a favorable legal opinion from its outside counsel as described in this Section 8.3(d). Any amount of the Termination Payment that remains unpaid as of the end of a taxable year shall be paid as soon as possible during the following taxable year, subject to the foregoing limitations of this Section 8.3(d), provided that the obligation of the Termination Fee Payor to pay the unpaid portion of the Termination Payment shall terminate on the December 31 following the date which is five (5) years from the date of this Agreement.

Termination Fee. To compensate BFST for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by BFST, TCBI and BFST agree as follows: (iA) The Company If this Agreement is terminated by TCBI under the provisions of Section 9.01(G), then TCBI shall pay to Parent BFST the sum of $2,000,000 (the “Termination Fee”) prior to and as of a condition of such termination in accordance with Section 9.01(G); (B) If this Agreement is terminated by BFST under the provisions of Section 9.01(F), then TCBI shall pay to BFST the Termination Fee, by wire transfer of Fee in immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time notification of such termination pursuant has been provided to Section 9.1(b)TCBI; (C) If, (y) after the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery date of this Agreement and prior to such the termination of this Agreement, a bona fide an Acquisition Proposal shall have been made known to TCBI or has been made directly to its shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to TCBI and (i) thereafter this Agreement is terminated (x) by either BFST or shall have become publicly disclosed and, in either case, TCBI pursuant to Section 9.01(C) because the Requisite TCBI Vote shall not have been withdrawn obtained, (y) by either BFST or otherwise abandoned; TCBI pursuant to Section 9.01(B) without the Requisite TCBI Vote having been obtained, or (z) by BFST pursuant to Section 9.01(E), and (Cii) within prior to the date that is twelve (12) months following after the date of such termination of this Agreementtermination, the Company TCBI enters into any agreement or consummates a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) transaction with respect to an Acquisition Proposal (whether or an not the same Acquisition Proposal is consummated. For as that referred to above), then TCBI shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay BFST the Termination Fee, provided, however, that for purposes of the foregoingthis Section 9.04(C), each reference to “25%” all references in the definition of Acquisition Proposal to “Acquisition Proposaltwenty percent (20%)” shall be deemed to be a reference instead refer to “fifty percent (50%)”. (D) TCBI and BFST each agree that the agreements contained in this Section 9.04 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, BFST would not enter into this Agreement; accordingly, if TCBI fails to promptly pay any amounts due under this Section 9.04, TCBI shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) In 200 basis points, together with the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee, within two costs and expenses of BFST (2including reasonable legal fees and expenses) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentconnection with such suit. (iiiE) In Notwithstanding anything to the event contrary set forth in this Agreement, but without limiting the right of any Party to recover liabilities or damages arising out of the other Party’s fraud or willful and material breach of any provision of this Agreement, the parties agree that if TCBI pays or causes to be paid to BFST the Termination Fee and/or the BFST Expenses in accordance with this Section 9.04, TCBI (or any successor in interest of TCBI) will not have any further obligations or liabilities to BFST with respect to this Agreement is terminated or the transactions contemplated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentthis Agreement.

Termination Fee. (a) In the event that: (i) The (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its shareholders generally or any Person shall have publicly announced an intention (whether or not conditional or withdrawn) to make a Takeover Proposal and thereafter, (B) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii), and (C) the Company enters into a definitive agreement with respect to or consummates a transaction contemplated by such Takeover Proposal or any other Takeover Proposal within twelve (12) months of the date this Agreement is terminated; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(i) and the Company’s breach or failure triggering such termination shall have been a material and willful breach of, or failure to comply with, the Company’s obligations under Section 5.1 or 5.3; (iii) (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its shareholders generally or any Person shall have publicly announced an intention (whether or not conditional or withdrawn) to make a Takeover Proposal and thereafter, (B) this Agreement is terminated by Parent pursuant to Section 7.1(c)(i) in circumstances not covered by Section 7.3(a)(ii), and the Company’s breach or failure triggering such termination shall have been willful, and (C) the Company enters into a definitive agreement with respect to, or consummates, a transaction contemplated by such Takeover Proposal or any other Takeover Proposal within twelve (12) months of the date this Agreement is terminated; (iv) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); or (v) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); then in any such event under clause (i), (ii), (iii), (iv) or (v) of this Section 7.3(a), the Company shall pay to Parent a termination fee of thirty-one million dollars ($31,000,000) in cash (the “Termination Fee”). (b) Any payment required to be made pursuant to Sections 7.3(a)(i) or 7.3(a)(iii) shall be made to Parent promptly following the earlier of the execution of a definitive agreement with respect to, or the consummation of, any transaction contemplated by a Takeover Proposal (and in any event not later than two (2) business days after delivery to the Company of notice of demand for payment); any payment required to be made pursuant to Section 7.3(a)(iv) shall be made to Parent promptly following termination of this Agreement by Parent pursuant to Section 7.1(c)(ii) (and in any event not later than two (2) business days after delivery to the Company of notice of demand for payment); any payment required to be made pursuant to Section 7.3(a)(ii) shall be made to Parent promptly following termination of this Agreement by Parent pursuant to Section 7.1(c)(i) in the circumstances described in Section 7.3(a)(ii) (and in any event not later than two (2) business days after delivery to the Company of notice of demand for payment). All such payments shall be made by wire transfer of immediately available funds to an account or accounts to be designated in writing by Parent’ and any payment required to be made pursuant to Section 7.3(a)(v) shall be made to Parent prior to, within two and as a condition precedent to the effectiveness of, such termination by the Company. (2c) Business Days after demand In the event that the Company shall fail to pay the Termination Fee required pursuant to this Section 7.3 when due, such fee shall accrue interest for the period commencing on the date such fee became past due, at a rate equal to the rate of interest publicly announced by PNC Bank in the City of Pittsburgh from time to time during such period, as such bank’s Prime Lending Rate plus 5%. In addition, if the Company shall fail to pay such fee when due, the Company shall also pay to Parent all of Parent’s costs and expenses (including attorneys’ fees) in connection with efforts to collect such fee. The Company acknowledges that the Termination Fee and the other provisions of this Section 7.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent would not enter into this Agreement. The parties acknowledge and agree that in the event of a breach of this Agreement, the payment of the Termination Fee shall not constitute the exclusive remedy available to Parent, and that Parent shall be entitled to the remedies set forth in Section 8.8, including injunction and specific performance, and all additional and other remedies available at law or in equity to which Parent may be entitled; provided, however, that, in the event that (A) this Agreement the Termination Fee becomes payable and is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated paid by the Company pursuant to this Section 9.1(e)7.3, the Termination Fee shall be Parent’s, Merger Sub’s and Merger Sub 2’s sole and exclusive remedy under this Agreement. (d) Notwithstanding anything to the contrary contained herein, the Company shall be obligated, subject to the terms of this Section 7.3, to pay to Parent the only one Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. (a) In the event that (i) The Company after the date of this Agreement, an Acquisition Proposal with respect to FVCB shall have been communicated to or otherwise made known to the shareholders, senior management or Board of Directors of FVCB, or any person or entity shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to FVCB after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by FVCB or BRBS pursuant to Section 7.1(b) (if the FVCB Shareholder Approval has not theretofore been obtained), (B) by BRBS pursuant to Section 7.1(d) or Section 7.1(e), or (C) by FVCB or BRBS pursuant to Section 7.1(g) and (iii) prior to the date that is twelve (12) months after the date of such termination FVCB enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then FVCB shall, on the earlier of the date it enters into such definitive agreement or the date of consummation of such transaction, pay BRBS a fee equal to Parent $12,300,000.00 (the “Termination Fee, ”) by wire transfer of immediately available funds to an the account or accounts designated in writing by Parent, within two BRBS. (2b) Business Days after demand by Parent, in In the event that (A) this Agreement is terminated by Parent or the Company BRBS pursuant to Section 9.1(b7.1(f) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination or by FVCB pursuant to Section 9.1(b)7.1(j) then FVCB shall, (y) on the condition to the Offer set forth in clause (C)(1) date of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)termination, except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent BRBS the Termination Fee, within two (2) Business Days after demand by Parent, Fee by wire transfer of immediately available funds to an the account or accounts designated in writing by ParentBRBS. (iiic) In the event that (i) after the date of this Agreement, an Acquisition Proposal with respect to BRBS shall have been communicated to or otherwise made known to the shareholders, senior management or Board of Directors of BRBS, or any person or entity shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to BRBS after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by Parent BRBS or FVCB pursuant to Section 9.1(f7.1(b) (if the BRBS Shareholder Approvals have not theretofore been obtained), (B) by FVCB pursuant to Section 7.1(d) or Section 7.1(e), or (C) by FVCB or BRBS pursuant to Section 7.1(i) and (iii) prior to the Company shall date that is twelve (12) months after the date of such termination BRBS enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then BRBS shall, on the earlier of the date it enters into such definitive agreement or the date of consummation of such transaction, pay to Parent FVCB the Termination Fee, within two (2) Business Days after demand by Parent, Fee by wire transfer of immediately available funds to the account designated by FVCB. (d) In the event this Agreement is terminated by FVCB pursuant to Section 7.1(h) or by BRBS pursuant to Section 7.1(k), then BRBS shall, on the date of termination, pay FVCB the Termination Fee by wire transfer of immediately available funds to the account designated by FVCB. (e) Each of BRBS and FVCB acknowledges that the agreements contained in this Section 7.4 are an account integral part of the transactions contemplated by this Agreement, and that, without these agreements, BRBS and FVCB, respectively, would not enter into this Agreement. Accordingly, if BRBS or accounts designated FVCB, as applicable, fails promptly to pay the amount due pursuant to this Section 7.4, and, in writing order to obtain such payment, BRBS or FVCB, as applicable, commences a suit which results in a judgment against the other party for the fee set forth in this Section 7.4, BRBS or FVCB, as applicable, shall pay to the other party its fees and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at a rate per annum equal to the prime rate published in The Wall Street Journal on the date such payment was required to be made. (f) Notwithstanding anything to the contrary in this Agreement, without limiting the right of any party to recover liabilities or damages arising out of the other party’s fraud or willful and material breach of any provision of this Agreement, in the event that this Agreement is terminated as provided in Section 7.1, the maximum aggregate amount of monetary fees, liabilities or damages payable by Parenta single party under this Agreement shall be equal to the Termination Fee, and neither party shall be obligated to pay the Termination Fee on more than one occasion.

Termination Fee. (a) If, but only if, this Agreement is terminated: (i) The by either the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or by Parent pursuant to Section 8.1(d)(i) and the Company (x) receives or has received a Company Acquisition Proposal after the date of this Agreement, which proposal has been publicly announced (and in the case of a termination pursuant to Section 8.1(b)(iii), such Company Acquisition Proposal shall not have been publicly withdrawn prior to the Company Stockholders Meeting) and (y) within twelve (12) months of the termination of this Agreement, consummates a transaction regarding, or executes a definitive agreement which is later consummated with respect to, a Company Acquisition Proposal, then the Company shall pay pay, or cause to be paid, to Parent a fee equal to $38,000,000 (the “Termination Fee”) by wire transfer of same day funds to an account designated by Parent, no later than two (2) Business Days after the earlier of entering into a definitive agreement with respect to a Company Acquisition Proposal and the consummation of such Company Acquisition Proposal; provided, however, that for purposes of this Section 8.3(a)(i), the references to “twenty percent (20%)” in the definition of Company Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”; (ii) by either the Company or Parent pursuant to Section 8.1(b)(iii), the Company shall pay, or cause to be paid, to Parent the aggregate amount of all Expenses incurred by Parent, Merger Sub I, Merger Sub II, the Partnership and their respective Affiliates in connection with this Agreement and the transactions contemplated hereby, provided that such amount shall not exceed $3,000,000 (the “Expense Amount”), by wire transfer of same day funds to an account designated by Parent within two (2) Business Days of such termination; or (iii) by the Company pursuant to Section 8.1(c)(ii) or Parent pursuant to Section 8.1(d)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination FeeFee by wire transfer of same day funds to an account designated by Parent within two (2) Business Days of such termination. (b) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that: (i) under no circumstance shall the Company be required to pay both the Termination Fee and the Expense Amount, or be required to pay the Termination Fee or the Expense Amount, as applicable, on more than one occasion; and (ii) the Company shall not be required to pay under any circumstance any amount in excess of the Termination Fee or the Expense Amount, as applicable, subject to the provisions of Section 8.2 and Section 8.3(c). (c) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Payment is not a penalty, but is liquidated damages, in a reasonable amount that will compensate Parent in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the payment of any amount set forth in this Section 8.3, the Company shall pay Parent its Expenses in connection with such suit, together with interest on such amount at the annual rate of five percent (5%) for the period from the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law. (d) (i) If the Company is required to pay to Parent a Termination Payment, such Termination Payment shall be paid into escrow on the date such payment is required to be paid by the Company pursuant to this Agreement by wire transfer of immediately available funds to an escrow account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) accordance with this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b8.3(d), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant is obligated to Section 9.1(e), the Company shall pay to Parent the Termination FeePayment, within two the amount payable to Parent in any tax year of Parent shall not exceed the lesser of (2i) Business Days after demand the Termination Payment and (ii) the sum of (A) the maximum amount that can be paid to Parent without causing Parent to fail to meet the requirements of Section 856(c)(2) and (3) of the Code for the relevant tax year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2) or 856(c)(3) of the Code (“Qualifying Income”) and Parent has $2,000,000 of income from unknown sources during such year which is not Qualifying Income (in addition to any known or anticipated income which is not Qualifying Income) (the “Maximum Amount”), in each case, as determined by Parent’s independent accountants, by wire transfer of immediately available funds to an account or accounts designated plus (B) in writing by Parent. (iii) In the event Parent receives either (x) a letter from Parent’s counsel indicating that Parent has received a ruling from the IRS as described below in this Agreement is terminated by Parent pursuant to Section 9.1(f8.3(d) or (y) an opinion from Parent’s outside counsel as described below in this Section 8.3(d), an amount equal to the Company shall pay to Parent excess of the Termination Fee, within two Payment less the amount payable under clause (2A) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentabove.

Termination Fee. (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in In the event that (x) this Agreement is validly terminated pursuant to Section 7.01(c) or (d) or (y) (A) prior to the obtaining of the Company Stockholder approval, an Acquisition Proposal has been publicly proposed and not publicly withdrawn by any person (other than Parent Group or any of their respective affiliates), (B) thereafter this Agreement is terminated by either Parent or the Company pursuant to Section 9.1(b7.01(b)(iii) as a result of (but only if the failure to satisfy the Minimum Condition Stockholders’ Meeting has not been held prior to such termination (provided, that (xtime) the condition to the Offer set forth in clause (Aor Section 7.01(b)(i) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) any person (other than Parent Group or any of their respective affiliates) shall enter into a definitive agreement to consummate, or consummate, an Acquisition Proposal with the Company within twelve (12) months following such the termination of this Agreement, then the Company enters shall pay to Parent, by wire transfer of same day funds, a termination fee of US$50,000,000 (the “Termination Fee”) on the date such person and the Company enter into a such definitive agreement with any Person (other than Parentor, Acquisition Subif earlier, or their Affiliates) with respect to consummate an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of Proposal, as applicable; provided, however, that, subject to Section 7.02(b)(ii) below, the foregoing, each reference to “25%” Company shall have no liability under this Agreement in the definition event that the Company pays Parent the Termination Fee; provided further, however, that for the purpose of this Section 7.02(b)(i)(y)(C), the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 5.02, except that references to “more than 20%” shall be deemed to be a reference references to “more than 50%.”. (ii) In The Company acknowledges that the event agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, that the damages resulting from the termination of this Agreement under circumstances where a Termination Fee is terminated by payable are uncertain and incapable of accurate calculation and that the Company amounts payable pursuant to Section 9.1(e)7.02(b)(i) are reasonable forecasts of the actual damages which may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Parent Group would not enter into this Agreement; accordingly, if the Company fails to promptly pay the Termination Fee, and, in order to obtain such payments Parent Group commences a suit which results in a judgment against the Company for the Termination Fee, the Company shall pay to Parent the Termination Fee, within two Group its costs and expenses (2including reasonable attorney’s fees) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentconnection with such suit. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. (ia) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in In the event that (A) this Agreement is terminated by Parent or that, after the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery date of this Agreement and prior to such the termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced communicated to or otherwise made known to the board of directors or senior management of Target or shall have become been made directly to the shareholders of Target, or any Person shall have publicly disclosed andannounced (and not withdrawn) an Acquisition Proposal, in each case with respect to Target, and (i) either case(A) thereafter this Agreement is terminated by Company or Target pursuant to Section 9.1(f) without the shareholders of Target having approved this Agreement in accordance with Target’s charter and bylaws and applicable Law (and all other conditions set forth in Section 8.1 and Section 8.2 were satisfied or were capable of being satisfied prior to such termination), shall not have been withdrawn (B) thereafter this Agreement is terminated by Company pursuant to Section 9.1(b) as a result of a willful and material breach by Target, or otherwise abandoned; and (C) within twelve thereafter this Agreement is terminated by Company or Target pursuant to Section 9.1(c) and (12ii) prior to the date that is 12 months following after the date of such termination of this Agreement, the Company Target enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to or consummates an Acquisition Proposal (whether or an not the same Acquisition Proposal is consummated. For as that referred to above), then Target shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such Acquisition Proposal, pay Company a fee of $18,380,000 (the “Termination Fee”); provided that for purposes of the foregoingthis Section 9.3(a), each reference to “25%” all references in the definition of Acquisition Proposal to “Acquisition Proposal20% or more” shall be deemed to instead be a reference references to “more than 50%.”. (iib) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e9.1(g), the Company then Target shall pay to Parent Company the Termination Fee, within Fee not later than two (2) Business Days after demand by Parent, by wire transfer the date of immediately available funds to an account or accounts designated in writing by Parenttermination of this Agreement. (iiic) In the event that this Agreement is terminated by Parent Target pursuant to Section 9.1(f9.1(h), the Company then Target shall pay to Parent Company the Termination Fee, within Fee not later than two (2) Business Days after demand by Parent, by wire transfer the date of immediately available funds to an account or accounts designated in writing by Parenttermination of this Agreement.

Termination Fee. Notwithstanding any provision in this Agreement to the contrary, if: (a) this Agreement is terminated by the Company pursuant to Section 7.1(g), then the Company shall pay to Parent an amount in cash equal to $600,000,000 (the “Termination Fee”) concurrently with and as a condition to the effectiveness of the termination of this Agreement by the Company pursuant to Section 7.1(g); (b) (i) The after the date of this Agreement, any bona fide Company Alternative Proposal (with each reference to “20%” in the definition thereof replaced with “50%”) shall have been publicly announced and not withdrawn prior to the Company Meeting and this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d) and (ii) concurrently with or within twelve (12) months after such termination, any definitive agreement providing for a Company Alternative Proposal (with each reference to “20%” in the definition thereof replaced with “50%”) shall have been entered into by the Company or a Company Alternative Proposal (with each reference to “20%” in the definition thereof replaced with “50%”) shall have been consummated, then the Company shall pay to Parent the Termination FeeFee in cash (it being understood by the parties that in no event shall Parent be entitled to receive an amount exceeding the Termination Fee or to receive the Termination Fee on more than one occasion), upon the earlier of consummation of the Company Alternative Proposal (with each reference to “20%” in the definition thereof replaced with “50%”) or the date on which the Company enters into the agreement providing for such Company Alternative Proposal (with each reference to “20%” in the definition thereof replaced with “50%”), as applicable; (c) this Agreement is terminated by wire transfer Parent pursuant to Section 7.1(h) and, at the time of immediately available funds the Company Change of Recommendation, a Company Alternative Proposal (with each reference to an account or accounts designated “20%” in writing by Parentthe definition thereof replaced with “50%”) had been made and not withdrawn, then the Company shall pay to Parent the Termination Fee in cash within two (2) Business Days after demand by Parentof the date of such termination; provided that, in the event that the Company pays the Termination Fee to Parent pursuant to this Section 7.2, the Company shall have no further liability to Parent or Merger Sub arising out of a termination of this Agreement; or (Ad) this Agreement is terminated by Parent or the Company pursuant to either Section 9.1(b7.1(b) as a result or Section 7.1(c) (in the case of the failure to satisfy the Minimum Condition prior to such termination (provided, that (xSection 7.1(c) the condition to the Offer set forth extent arising in clause (Aconnection with any Regulatory Law) of Annex A is satisfied and, at the time of either such termination pursuant termination, all of the conditions to Section 9.1(b), (y) the condition to the Offer closing set forth in clause Sections 6.1 and 6.3 have been satisfied or waived in writing (C)(1) or, if the Closing were to have taken place on the date of Annex A is satisfied at the time of termination, such termination pursuant to Section 9.1(bconditions would have been satisfied), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parentthe conditions set forth in Section 6.1(b)(if the injunction, Acquisition Sub, restraint or their Affiliatesprohibition relates to any Regulatory Law) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e6.1(c), the Company then Parent shall pay to Parent the Company an amount in cash equal to $750,000,000 (the “Reverse Termination Fee, ”) within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentsuch termination. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. (ia) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in In the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b(i) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate either Party terminates this Agreement pursuant to Section 9.1(b6.1(c)(ii), or (ii) is then available SBC terminates this Agreement pursuant to ParentSection 6.1(b); , as a result of a willful breach of a covenant or agreement by Business Bank or the Bank, or pursuant to Sections 6.1(e)(i) or 6.1(e)(ii), (B) following at any time after the execution and delivery date of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal Business Bank shall have received or there shall have been publicly announced or shall have become publicly disclosed and, in either case, shall an Acquisition Proposal that has not have been formally withdrawn or otherwise abandoned; abandoned prior to such termination, and (C) within twelve (12) months following such termination of this Agreementtermination, the Company Business Bank consummates an Acquisition Proposal or enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) letter of intent is entered into by Business Bank with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For Proposal, Business Bank shall pay Seacoast the Termination Fee within five (5) Business Days after the date it becomes payable pursuant hereto, by wire transfer of immediately available funds; provided that for purposes of the foregoing, each reference to “25%” this Section 7.4(a) all references in the definition of “Acquisition Proposal” to “25%” shall be deemed to be a reference to “50%”. (iib) In the event that SBC terminates this Agreement is terminated by the Company pursuant to Section 9.1(e6.1(e)(iii), the Company Business Bank shall pay to Parent Seacoast the Termination Fee, Fee within two five (25) Business Days after demand by Parentthe date this Agreement is terminated, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) funds. In the event that Business Bank terminates this Agreement pursuant to Section 6.1(f), Business Bank shall pay to Seacoast the Termination Fee on the date this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parentterminated, by wire transfer of immediately available funds funds. (c) Business Bank and the Bank hereby acknowledges that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Seacoast would not enter into this Agreement. In the event that Business Bank fails to an account pay when due any amount payable under this Section 7.4, then (i) Business Bank shall reimburse Seacoast for all costs and expenses (including disbursements and reasonable fees of legal counsel) incurred in connection with the collection of such overdue amount, and (ii) Business Bank shall pay to Seacoast interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to five percent (5%) over the “prime rate” (as published in the “Money Rates” column in The Wall Street Journal or, if not published therein, in another national financial publication selected by Seacoast) in effect on the date such overdue amount was originally required to be paid. (d) Assuming Business Bank and the Bank are not in breach of their obligations under this Agreement, including Sections 4.5 and 4.12, then the payment of the Termination Fee shall fully discharge Business Bank and the Bank from and be the sole and exclusive remedy of Seacoast with respect to, any and all losses that may be suffered by Seacoast based upon, resulting from or accounts designated in writing by Parentrising out of the circumstances giving rise to such termination of this Agreement under Section 7.4(a) or 7.4(b). In no event shall Business Bank be required to pay the Termination Fee on more than one occasion.

Termination Fee. (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in In the event that (Ai) after the date hereof and prior to the ASARCO Shareholder Meeting an ASARCO Takeover Proposal shall have been made known to ASARCO or any of its Subsidiaries or shall have been made directly to its shareholders generally or any person shall have publicly announced an intention (whether or not conditional) to make an ASARCO Takeover Proposal and thereafter this Agreement is terminated by either Parent or ASARCO pursuant to Section 7.1(b) or (ii) this Agreement is terminated by Parent or the Company ASARCO pursuant to Section 9.1(b) as 7.3(b), then ASARCO shall promptly pay Parent a result fee equal to $30 million (the "ASARCO Termination Fee"), payable by wire transfer of the failure to satisfy the Minimum Condition prior to such termination (same day funds; provided, however, that (x) the condition no ASARCO Termination Fee shall be payable to the Offer set forth in clause (A) of Annex A is satisfied at the time Parent pursuant to this paragraph unless and until within 18 months of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) ASARCO or any of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company its Subsidiaries enters into a definitive agreement with any Person ASARCO Acquisition Agreement or consummates any ASARCO Takeover Proposal (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For for the purposes of the foregoing, each foregoing proviso the terms "ASARCO Acquisition Agreement" and "ASARCO Takeover Proposal" shall have the meanings assigned to such terms in Section 5.9 (except that the reference to “25%” the "acquisition or purchase of a business or shares of any class of equity securities of ASARCO or any of its Subsidiaries" in the definition of “Acquisition "ASARCO Takeover Proposal” " in Section 5.9 shall be deemed to be a reference to “50%”. (iithe "acquisition or purchase of a business that constitutes 20% or more of the net revenues, net income or the assets of ASARCO and its Subsidiaries, taken as a whole, or 20% of any class of equity securities of ASARCO or any of its Subsidiaries," in which event the Termination Fee shall be payable upon the first to occur of such events. ASARCO acknowledges that the agreements contained in this Section 7.5(a) In are an integral part of the event that transactions contemplated by this Agreement is terminated by Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if ASARCO fails promptly to pay the Company pursuant ASARCO Termination Fee, and, in order to Section 9.1(e)obtain such payment, Parent commences a suit which results in a judgement against ASARCO for the Company ASARCO Termination Fee, ASARCO shall pay to Parent its costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amount of the ASARCO Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer Fee and the prime rate of immediately available funds Citibank N.A. in effect on the date such payment was required to an account or accounts designated in writing by Parentbe made. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. (ia) The Company Notwithstanding Section 7.2, in the event that the conditions set forth in Section 6.1 were not satisfied and Seller terminated this Agreement pursuant to Section 7.1(d) as a result of a breach by Buyer of Section 5.6 that resulted in the failure to satisfy the conditions specified in Section 6.1 with respect to the HSR Act or Antitrust Laws, then Buyer shall pay pay, or cause to Parent be paid, a termination fee of $85,000,000.00 (the “Termination Fee”) to Seller within five (5) Business Days following such termination, by wire transfer of immediately available funds to an account or accounts designated specified by Seller in writing to Buyer. (b) In the event (i) the conditions set forth in Sections 6.1 and 6.2 were satisfied or waived in accordance therewith, except for such conditions which by Parenttheir nature can only be satisfied at the Closing, (ii) the conditions set forth in Section 6.3 were not satisfied or waived in accordance therewith, except for such conditions which by their nature can only be satisfied at the Closing, (iii) Seller delivered to Buyer prior to termination pursuant to Section 7.1(d) an irrevocable written notice certifying (A) the conditions to Closing set forth in Section 6.1 and Section 6.2 are satisfied or waived, except for such conditions which by their nature can only be satisfied at the Closing, (B) Seller is ready, willing and able to Close and (C) Seller will waive, effective upon consummation of the Closing within two five (25) Business Days after demand by Parentof receipt of such written notice, such conditions in Section 6.3 which have not been satisfied, (iv) Buyer failed to consummate the event that Closing within five (A5) Business Days following receipt of such written notice and (v) Seller terminated this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b7.1(d) as a result of a willful breach by Buyer (which, for the failure to satisfy the Minimum Condition prior to such termination (providedavoidance of doubt, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference include any failure by Buyer to “50%”. (ii) In consummate the event that this Agreement Closing if it is terminated by the Company pursuant obligated to Section 9.1(edo so hereunder), the Company then after such termination Buyer shall pay pay, or cause to Parent be paid, the Termination Fee, Fee to Seller within two five (25) Business Days after demand by Parentfollowing such termination, by wire transfer of immediately available funds to an account or accounts designated specified by Seller in writing by Parentto Buyer. (c) Notwithstanding anything to the contrary contained herein, (i) in no event shall Buyer be required to pay the Termination Fee on more than one occasion, whether or not the Termination Fee may be payable under more than one provision of this Agreement at the same or at different times or upon the occurrence of different events; (ii) while Seller may pursue specific performance to the extent permitted in accordance with Section 10.14, under no circumstances shall the Seller be permitted or entitled to receive both specific performance of the type contemplated by Section 10.14 and the Termination Fee; and (iii) In in the event that Seller terminates this Agreement is terminated by Parent pursuant to Section 9.1(f7.1(d) and the Termination Fee is payable pursuant to Section 7.3(a) or (b), the Company remedies under Section 7.3(a), (b) or (c), as applicable, shall pay to Parent be the sole and exclusive remedies of Seller. Solely for purposes of establishing the basis for the amount of the Termination Fee, within two and without in any way increasing the amount of the Termination Fee or expanding the circumstances in which the Termination Fee is to be paid, each party confirms that (2i) Business Days after demand by Parenteach event or circumstance giving rise to the obligation to pay the Termination Fee would cause significant damage to Seller and its Affiliates, by wire transfer (ii) the Termination Fee provided for hereunder is intended to provide fair compensation in response to that damage, is not intended to be punitive, and is reasonable in amount in relation to the circumstances under which it would become payable, and (iii) the Termination Fee is a liquidated damage, and not a penalty. (d) Notwithstanding anything to the contrary in this Agreement, prior to the occurrence of immediately available funds the Closing, the Seller’s right to (i) specific performance pursuant to Section 10.14, (ii) terminate this Agreement pursuant to Section 7.1 and (iii) if applicable, receive payment from Buyer of the Termination Fee and if applicable, any additional amount, pursuant to Section 7.3(e) in respect thereof shall be the sole and exclusive remedy of Seller, the Group Companies and each of their respective Affiliates or any other Person against Buyer and any of its former, current or future direct or indirect equityholders, stockholders, controlling persons, managers, members, directors, officers, employees, Affiliates, subsidiaries, attorneys and other representatives of any of the foregoing, and their successors, assignees and agents (collectively, the “Buyer Related Parties”) for any losses, damages or other injury suffered or alleged to be suffered as a result of the failure of the transactions contemplated hereby to be consummated or for a breach or failure to perform hereunder, under any other agreement contemplated herein or the transactions contemplated herein or otherwise, and upon payment of the Termination Fee (and if applicable, any additional amount required under this Section 7.3(e)) none of Buyer Related Parties shall have any further liability or obligation relating to or arising out of this Agreement, the other agreements contemplated herein or the transactions contemplated hereby or thereby. Prior to the Closing, under no circumstances will Seller, the Group Companies and each of their respective Affiliates or any other Person be entitled in the aggregate to monetary damages in excess of the Termination Fee (and if applicable, any additional amount required under Section 7.3(e)) or to seek or obtain any other damages of any kind against Buyer or any of the other Buyer Related Parties, including consequential, special, indirect or punitive damages, for, or with respect to, this Agreement or the related transactions. (e) The parties acknowledge that the agreements contained in this Section 7.3 are an account integral part of the transactions contemplated hereby and that, without these agreements, the parties would not enter into this Agreement. Without limiting any other rights of Seller hereunder, if Buyer fails to pay the Termination Fee when due, and, in order to obtain such payment, Seller commences any legal action or accounts designated proceeding that results in writing by Parenta final, binding and non-appealable judgment against Buyer for the Termination Fee, Buyer shall pay to Seller, together with the Termination Fee, interest on the Termination Fee from the date of termination of this Agreement at a rate per annum equal to eight percent (8.0%).

Termination Fee. (ia) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in In the event that after the date of this Agreement and prior to the termination of this Agreement a non-solicited bona fide Acquisition Proposal with respect to FTC shall have been made known to senior management of FTC or shall have been made directly to its shareholders generally or any person reasonably qualified to consummate an Acquisition Proposal shall have publicly announced (and not irrevocably withdrawn at least five (5) business days prior to the FTC Shareholders’ Meeting) an Acquisition Proposal with respect to FTC and (x) thereafter (A) this Agreement is terminated by Parent either BancPlus or the Company FTC pursuant to Section 9.1(b8.1(c) as a result of without the failure to satisfy the Minimum Condition prior to such termination Requisite FTC Approval having been obtained or (provided, that (xB) the condition to the Offer set forth in clause (A) of Annex A this Agreement is satisfied at the time of such termination terminated by BancPlus pursuant to Section 9.1(b8.1(e), and (y) the condition prior to the Offer set forth in clause (C)(1) of Annex A date that is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following after the date of such termination of this Agreementtermination, the Company FTC enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) consummates a transaction with respect to an Acquisition Proposal with respect to FTC (whether or an not the same Acquisition Proposal is consummated. For as that {JX489484.11} PD.35183901.7 referred to above), then FTC shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay BancPlus, by wire transfer of same day funds, a fee equal to $8,000,000 (the “Termination Fee”); provided, that for purposes of the foregoingthis Section 8.3, each reference to “25%” all references in the definition of Acquisition Proposal to “Acquisition Proposal20%” shall be deemed to be a reference instead refer to “50%.”. (iib) In the event that this Agreement is terminated by the Company BancPlus pursuant to Section 9.1(e8.1(e) or by FTC pursuant to Section 8.1(f), the Company shall pay to Parent the Termination Feethen concurrently with such termination, if terminated by FTC, or within two (2) Business Days business days after demand termination, if terminated by ParentBancPlus, FTC shall pay BancPlus, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f)same day funds, the Company shall pay to Parent the Termination Fee, within two and such termination shall not be deemed effective hereunder until payment by FTC of such fee. (2c) Business Days after demand Notwithstanding anything to the contrary herein, but without limiting the right of any party to recover liabilities or damages in accordance with Section 8.2, the maximum aggregate amount of fees payable by ParentFTC under this Section 8.3 shall be equal to the Termination Fee, and in no event shall any party be required to pay the Termination Fee more than once. (d) Each party acknowledges that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by wire transfer this Agreement and that, without these agreements, each party would not enter into this Agreement; accordingly, if FTC fails to pay promptly the Termination Fee pursuant to this Section 8.3 and, in order to obtain such payment, BancPlus commences a suit which results in a judgment against FTC for the fee set forth in this Section 8.3, FTC shall pay BancPlus its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of immediately the fee at a rate per annum equal to the prime rate published in The Wall Street Journal on the date such payment was required to be made, plus 300 basis points. (e) The parties agree that the payment of the Termination Fee shall be the sole and exclusive remedy available funds to an account BancPlus and BankPlus with respect to this Agreement in the event any such payment becomes due and payable and is paid, and, upon payment of the Termination Fee, FTC and FBT (and FTC’s and FBT’s affiliates and its and their respective directors, officers, employees, shareholders and representatives) shall have no further liability to BancPlus and BankPlus under this Agreement; provided, however, that FTC and FBT shall not be relieved or accounts designated in writing released from any liabilities or damages arising out of their willful and material breach of this Agreement; provided, further, that the aggregate amount of any damages determined by Parenta court to be payable by FTC and FBT pursuant to the foregoing proviso shall be reduced by the amount of any Termination Fee previously paid to BancPlus pursuant to this Section 8.3.

Termination Fee. (ia) The Company CBOT Holdings shall pay to Parent the Termination FeeCME Holdings, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentfunds, within two the sum of $240.0 million (2the “Termination Fee”) Business Days after demand by Parent, in the event that (A) if this Agreement is terminated by Parent or the Company as follows: (i) if this Agreement is terminated pursuant to Section 9.1(b8.1(c)(ii), Section 8.1(c)(iii) as a result of or Section 8.1(d)(iv), then CBOT Holdings shall pay the failure entire Termination Fee (to satisfy the Minimum Condition prior extent not previously paid) on the second Business Day following such termination; and (ii) (x) if this Agreement is terminated (A) pursuant to Section 8.1(c)(i) if the breach giving rise to such termination was willful, (provided, that (xB) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), 8.1(b)(iii)(A) or (yC) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from 8.1(b)(i) without a Legal Proceeding brought by or on behalf vote of the Person who has made stockholders of CBOT Holdings or the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate Members of CBOT contemplated by this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following at the execution CBOT Holdings Meetings having occurred, and delivery of this Agreement and prior to in any such termination of this Agreement, case a bona fide Acquisition Takeover Proposal shall have been publicly announced or otherwise communicated to the Board of Directors of CBOT Holdings (or any person shall have become publicly disclosed andannounced or communicated a bona fide intention, whether or not conditional, to make a Takeover Proposal) at any time after the date of this Agreement and prior to the date of the taking of the vote of the stockholders of CBOT Holdings and the Members of CBOT contemplated by this Agreement at the CBOT Holdings Meetings, in either casethe case of clause (B), shall not have been withdrawn or otherwise abandoned; the date of termination, in the case of clauses (A) or (C), and (Cy) if within twelve (12) months following after the date of such termination of this Agreementtermination, the Company CBOT Holdings enters into a definitive agreement with any Person (other than Parent, Acquisition Subto consummate, or their Affiliates) with respect to an Acquisition Proposal consummates, the transactions contemplated by any Takeover Proposal, then CBOT Holdings shall pay the Termination Fee on the second Business Day following the date CBOT Holdings enters into a definitive agreement or an Acquisition Proposal is consummated. For consummates such transaction; provided, that, solely for purposes of this Section 8.3(a)(ii), the foregoing, each reference to term “25%” in the definition of “Acquisition Takeover Proposal” shall have the meaning ascribed thereto in Section 6.5(e), except that all references to 20% shall be deemed changed to be a reference to “5030%”. (iib) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company CME Holdings shall pay to Parent the Termination Fee, within two (2) Business Days after demand by ParentCBOT Holdings, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) In funds, the event that Termination Fee if this Agreement is terminated by Parent as follows: (i) if this Agreement is terminated pursuant to Section 9.1(f8.1(d)(ii), Section 8.1(d)(iii) or Section 8.1(c)(iv), then CME Holdings shall pay the entire Termination Fee (to the extent not previously paid) on the second Business Day following such termination; and (ii) (x) if this Agreement is terminated (A) pursuant to Section 8.1(d)(i) if the breach giving rise to such termination was willful, (B) pursuant to Section 8.1(b)(iii)(B) or (C) pursuant to Section 8.1(b)(i) without a vote of the stockholders of CME Holdings contemplated by this Agreement at the CME Holdings Stockholders Meeting having occurred, and in any such case a Takeover Proposal shall have been publicly announced or otherwise communicated to the Board of Directors of CME Holdings (or any person shall have publicly announced or communicated a bona fide intention, whether or not conditional, to make a Takeover Proposal) at any time after the date of this Agreement and prior to the date of the taking of the vote of the stockholders of CME Holdings contemplated by this Agreement at the CME Holdings Stockholders Meeting, in the case of clause (B), or the date of termination, in the case of clauses (A) or (C), and (y) if within twelve (12) months after the date of such termination, CME Holdings enters into a definitive agreement to consummate, or consummates, the transactions contemplated by any Takeover Proposal, then CME Holdings shall pay the Termination fee on the second Business Day following the date CME Holdings enters into a definitive agreement or consummates such transaction; provided, that, solely for purposes of this Section 8.3(a)(ii), the Company term “Takeover Proposal” shall have the meaning ascribed thereto in Section 6.5(e), except that all references to 20% shall be changed to 30%. (c) If a Party is required to pay to Parent the a Termination Fee, such Party shall, in addition to any Termination Fee that may be payable, reimburse CME Holdings or CBOT Holdings, as the case may be, for all of its Expenses, up to a maximum amount of Six Million Dollars ($6,000,000), within two one Business Day of receipt of written notice from such other Party requesting payment thereof. (2d) Business Days after demand The Parties each agree that the agreements contained in this Section 8.3 are an integral part of the transaction contemplated by Parentthis Agreement, by wire transfer and that, without these agreements, the Parties would not enter into this Agreement; accordingly, if a Party fails promptly to pay any amounts due under this Section 8.3 and, in order to obtain such payment, CME Holdings or CBOT Holdings, as the case may be, commences a suit that results in a judgment against such Party for such amounts, such Party shall pay interest on such amounts from the date payment of immediately available funds such amounts were due to an account or accounts designated the date of actual payment at the prime rate of the Bank of New York in writing by Parenteffect on the date such payment was due, together with the costs and expenses of the other Party (including reasonable legal fees and expenses) in connection with such suit.

Termination Fee. (a) Parent and the Company agree that (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that if this Agreement is terminated by the Company pursuant to Section 9.1(e7.1(j), (ii) if this Agreement is terminated by Parent pursuant to Section 7.1(h) with respect to a Company Change of Recommendation under Section 5.4(e), or (iii) (A) if this Agreement is terminated by the Company or Parent pursuant to Section 7.1(d), (B) prior to any such termination, any person (other than Parent or its affiliates) shall have made a Company Acquisition Proposal which shall have been publicly announced or disclosed (or any person shall have publicly announced a bona fide intention, whether or not conditional, to make a Company Acquisition Proposal) and (C) within six (6) months after such termination of this Agreement, the Company shall have entered into an agreement to consummate (which shall thereafter be consummated regardless of whether outside of such six-month period), or shall have consummated, a Company Acquisition Transaction, then the Company shall pay to Parent the Acquisition Proposal Termination Fee. Any Acquisition Proposal Termination Fee shall be paid to Parent by the Company in immediately available funds (x) upon termination of this Agreement in the case of a termination pursuant to clause (i) above, (y) within two (2) business days after termination of this Agreement in the case of clause (ii) above, and (z) upon the consummation of a Company Acquisition Transaction in the case of a termination pursuant to clause (iii) above. (b) Parent and the Company agree that if this Agreement is terminated by Parent pursuant to Section 7.1(h) with respect to a Company Change of Recommendation under Section 5.4(f), then the Company shall pay to Parent the Termination Fee, . Any Termination Fee shall be paid to Parent by the Company in immediately available funds within two (2) Business Days business days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentsuch termination. (iiic) In Parent and the event Company agree that (i) if this Agreement is terminated by Parent pursuant to Section 9.1(f7.1(k), (ii) if this Agreement is terminated by the Company pursuant to Section 7.1(i) with respect to a Parent Change of Recommendation under Section 5.5(e), or (iii) (A) if this Agreement is terminated by the Company or Parent pursuant to Section 7.1(e), (B) prior to any such termination, any person (other than the Company or its affiliates) shall have made a Parent Acquisition Proposal which shall have been publicly announced or disclosed (or any person shall have publicly announced a bona fide intention, whether or not conditional, to make a Parent Acquisition Proposal) and (C) within six (6) months after such termination of this Agreement, Parent shall have entered into an agreement to consummate (which shall thereafter be consummated regardless of whether outside of such six-month period), or shall have consummated, a Parent Acquisition Transaction, then Parent shall pay to Parent the Company the Acquisition Proposal Termination Fee. Any Acquisition Proposal Termination Fee shall be paid to the Company by Parent in immediately available funds (x) upon termination of this Agreement in the case of a termination pursuant to clause (i) above, (y) within two (2) Business Days business days after demand termination of this Agreement in the case of clause (ii) above, and (z) upon the consummation of a Parent Acquisition Transaction in the case of a termination pursuant to clause (iii) above. (d) Parent and the Company agree that if this Agreement is terminated by Parentthe Company pursuant to Section 7.1(i) with respect to a Parent Change of Recommendation under Section 5.5(f), then Parent shall pay to the Company the Termination Fee. Any Termination Fee shall be paid to the Company by wire transfer of Parent in immediately available funds within two (2) business days after such termination. (e) Solely for purposes of this Section 7.2, (i) “Company Acquisition Transaction” shall have the meaning ascribed thereto in Section 5.4, except that all references to an account or accounts designated twenty percent (20%) shall be changed to fifty percent (50%) and (ii) a “Parent Acquisition Transaction” shall have the meaning ascribed thereto in writing by ParentSection 5.5, except that all references to twenty percent (20%) shall be changed to fifty percent (50%).

Termination Fee. (i) The If the Company or any Purchaser terminates this Agreement pursuant to Section 6.10(a)(vi), the Company shall pay or cause to Parent the Termination Fee, be paid to each Purchaser by wire transfer of immediately available funds to an account or accounts designated by such Purchaser in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or to the Company a sum equal to 3% of the aggregate Purchase Price committed to be paid by such Purchaser pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, plus any Investment Expenses (in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreementthe aggregate, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%Termination Fee”). (ii) In the event that (i) during the term of this Agreement is terminated by (but prior to the Closing) a third party shall have made a proposal with respect to an Acquisition Transaction, which proposal has been publicly disclosed or has been made known to senior management of the Company, or any person shall have publicly announced or made known to senior management of the Company an intention (whether or not conditional) to make a proposal with respect to an Acquisition Transaction and (ii) the Company enters into an agreement, arrangement or understanding with respect to any such Acquisition Transaction or consummates any such Acquisition Transaction within twelve (12) months following any termination of this Agreement pursuant to Section 9.1(e6.10(a)(v), the Company shall pay or cause to Parent the Termination Fee, within two (2) Business Days after demand by Parent, be paid to each Purchaser by wire transfer of immediately available funds to an account or accounts designated by such Purchaser in writing by Parentto the Company its allocable portion (based on its relative Subscription Amount) of the Termination Fee within one (1) Business Day of the Company’s entry into any such agreement, arrangement or understanding or consummation of any such Acquisition Transaction. (iii) In The parties acknowledge that the event agreements contained in this Section 6.10(c) are an integral part of the transactions contemplated by this Agreement, and that without these agreements, they would not enter into this Agreement is terminated Agreement; accordingly, if the Company fails to pay or cause to be paid promptly any fee payable by Parent it pursuant to this Section 9.1(f6.10(c), then the Company shall pay or cause to Parent be paid to each Purchaser its respective reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) in connection with collecting such fee, together with interest on the amount of the fee at the prime rate of Citibank, N.A. from the date such payment was due under this Agreement until the date of payment. The parties also acknowledge that any Termination FeeFee paid or payable pursuant to this Section 6.10(c) is not a penalty, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds but rather is liquidated damages in a reasonable amount that is intended to an account or accounts designated compensate Purchasers in writing by Parentthe circumstances in which such amount is payable.

Termination Fee. (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in In the event that (A) Parent or the Company terminates this Agreement pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or Parent terminates this Agreement pursuant to Section 8.1(c)(iii) and (B) after the date of this Agreement and prior to such termination, a Competing Proposal shall have been communicated to the Company Board or the Company’s stockholders and not publicly and unconditionally withdrawn or abandoned, then if, within twelve (12) months of such termination, the Company enters into a definitive agreement providing for, or recommends to its stockholders, a Competing Proposal or a Competing Proposal is consummated, then, in either such case within three (3) business days after the consummation of the applicable Competing Proposal the Company shall pay to Parent (or a Parent Subsidiary designated by Parent) a fee of $4,711,000 in cash (the “Termination Fee”). Solely for purposes of this Section 8.2(b)(i), the term “Competing Proposal” shall have the meaning assigned to such term in Section 5.2(h)(i), except that all references to “20%” therein shall be deemed to be “50%” and all references to “80%” therein shall be deemed to be “50%”. (ii) If the Company terminates this Agreement pursuant to Section 8.1(d)(i), concurrently with such termination, the Company shall pay to Parent (or a Parent Subsidiary designated by Parent) the Termination Fee. (iii) If Parent terminates this Agreement pursuant to Section 8.1(c)(i) or Section 8.1(c)(ii) (or this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b8.1(b)(i) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (xor Section 8.1(b)(iii) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination or Parent pursuant to Section 9.1(b8.1(c)(iii), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied each case, following any time at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right which Parent was entitled to terminate this Agreement pursuant to Section 9.1(b8.1(c)(i) is then available to Parentor Section 8.1(c)(ii); ), within three (B3) following the execution and delivery of this Agreement and prior to business day after such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e)termination, the Company shall pay to Parent (or a Parent Subsidiary designated by Parent) the Termination Fee. (iv) In the event any amount is payable pursuant to the preceding clauses (i), within two (2ii) Business Days after demand by Parentor (iii), such amount shall be paid by wire transfer of immediately available funds to an account or accounts designated in writing by ParentParent (and, if any amount becomes payable pursuant to any such clause, such amount shall not be or become due unless and until Parent has provided such wire transfer instructions for such designated account in writing). (iiiv) In For the avoidance of doubt, in no event that this Agreement is terminated by Parent pursuant to Section 9.1(f), shall the Company shall be obligated to pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by ParentFee on more than one occasion.

Termination Fee. (a) In the event that: (i) The this Agreement is terminated by the Company or Parent pursuant to Section 7.01(b)(iii) (failure to receive the Company Stockholder Approval) or Section 7.01(c)(i) (failure to comply with Company representations and covenants); provided that (A) a Takeover Proposal shall have been publicly made, proposed or communicated by a third party after the date of this Agreement (or in the case of a termination pursuant to Section 7.01(c)(i), made known to the Company) and not withdrawn prior to the date of the Company Stockholders’ Meeting or the breach of this Agreement, as applicable, and (B) within twelve (12) months after the date this Agreement is terminated, the Company or any of its Subsidiaries consummates a Takeover Proposal or enters into a definitive agreement with respect to a Takeover Proposal (whether or not with the Person or Persons that made the Takeover Proposal referred to in clause (A)) and consummates such Takeover Proposal described in this clause (B); provided, however, that, (1) for purposes of clauses (A) and (B) of this Section 7.03(a)(i), the references to “twenty percent (20%)” in the definition of Takeover Proposal shall be deemed to be references to “fifty percent (50%)”, (2) with respect to a termination pursuant to Section 7.01(c)(i) (failure to comply with Company representations and covenants), such failure resulted from a Willful Breach by the Company and (3) if the purchase price and implied valuation of the Company provided for in such Takeover Proposal described in this clause (B) is less than that in the Takeover Proposal described in clause (A), then no Company Termination Fee shall be payable under this Section 7.03(a)(i) unless the Takeover Proposal in this clause (B) is with one or more of the Persons that made the Takeover Proposal described in clause (A) or one or more of their Affiliates; or (ii) this Agreement is terminated (A) by Parent pursuant to Section 7.01(c)(ii) (Adverse Recommendation Change) or (B) by the Company pursuant to Section 7.01(d)(ii) (entry into a Company Acquisition Agreement); then, in any such event under clause (i) or (ii) of this Section 7.03(a), the Company shall pay or cause to be paid the Company Termination Fee to Parent the Termination Fee, or its designee by wire transfer of immediately available same-day funds to an account or accounts designated so long as Parent has provided the Company with wire instructions for such payment (x) in writing by Parentthe case of Section 7.03(a)(ii)(A), within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)termination, (y) in the condition to case of Section 7.03(a)(ii)(B), substantially simultaneously with such termination (and in any event, not later than the Offer set forth in clause (C)(1) of Annex A is satisfied at next Business Day, provided that such termination will not be effective until the time date of such termination pursuant to Section 9.1(bpayment), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition case of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e7.03(a)(i), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer the consummation of immediately available funds the Takeover Proposal referred to an account or accounts designated in writing by Parent. clause (iiiB) In the thereof; it being understood that in no event that this Agreement is terminated by Parent pursuant to Section 9.1(f), shall the Company shall be required to pay or cause to Parent be paid the Company Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by ParentFee on more than one occasion.

Termination Fee. (a) In the event that: (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) an Alternative Proposal shall have been made to the Company on or after the date hereof, or shall have been made directly to its shareholders generally on or after the date hereof, or any person shall have publicly announced on or after the date hereof an intention (whether or not conditional or withdrawn) to make an Alternative Proposal and thereafter, (B) this Agreement is terminated by Parent or the Company or Parent pursuant to Section 9.1(b7.1(b)(i) as a result of the failure to satisfy the Minimum Condition prior to such termination (providedor 7.1(b)(iii), that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination or by Parent pursuant to Section 9.1(b), (y7.1(d)(i) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Subrespect to, or their Affiliatesconsummates, a transaction contemplated by any Alternative Proposal within twelve (12) months of the date this Agreement is terminated; (ii) (A) no Alternative Proposal is made to the Company after the date hereof, or made directly to its shareholders generally after the date hereof, and no person shall have publicly announced, after the date hereof, an intention (whether or not conditional or withdrawn) to make an Alternative Proposal, (B) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) or 7.1(b)(iii), or by Parent pursuant to 7.1(d)(i) and (C) the Company enters into a definitive agreement with respect to an Acquisition Proposal to, or an Acquisition Proposal is consummated. For purposes consummates, a transaction within twelve (12) months of the foregoingdate this Agreement is terminated with any person who made or whose Affiliate made an Alternative Proposal prior to the date hereof to the Company or directly to its shareholders or who publicly announced prior to the date hereof an intention to make an Alternative Proposal; (iii) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii); or (iv) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii), each reference or pursuant to Section 7.1(d)(iii); then in any such event under clause (i), (ii), (iii) or (iv) or of this Section 7.2(a), the Company shall pay to Parent a termination fee of $19,027,627 in cash (the “25%” Company Termination Fee”), it being understood that in no event shall the definition of “Acquisition Proposal” shall Company be deemed required to be a reference to “50%”pay the Company Termination Fee on more than one occasion. (iib) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e7.1(c)(i), the Company 7.1(c)(iii) or 7.1(c)(iv), then Parent shall pay to the Company a termination fee of $29,900,556 in cash (the “Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f”), it being understood that in no event shall the Company shall Parent be required to pay to the Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by ParentFee on more than one occasion.

Termination Fee. (a) If: (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 9.1(b7.1(d); (ii) as a result of the failure to satisfy the Minimum Condition at or prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such the termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, known; (iii) the number of Company Shares tendered (and not validly withdrawn) pursuant to the Offer shall not have been withdrawn or otherwise abandonedsatisfied the Minimum Condition; and (Civ) within twelve (12) 12 months following such after the date of termination of this Agreement, the Company or any Company Subsidiary consummates an Acquisition Transaction or enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect Contract to consummate an Acquisition Proposal or an Transaction that is subsequently consummated, then, within two business days after such Acquisition Proposal Transaction is consummated. For , the Company shall cause a termination fee in the amount of $50,000,000 (the “Termination Fee”) to be paid to Parent; provided, however, that solely for purposes of this Section 7.3(a), the foregoing, each reference to term “25%Acquisition Transaction” shall have the meaning set forth in the definition of Acquisition Transaction contained in Exhibit A except that all references to “Acquisition Proposal15%” shall be deemed to be a reference references to “5040%” and all references to “85%” shall be deemed to be references to “60%”. (iib) In If this Agreement is validly terminated by Parent pursuant to Section 7.1(e) then, within two business days after such termination, the event that Company shall cause the Termination Fee to be paid to Parent. (c) If this Agreement is terminated by the Company pursuant to Section 9.1(e7.1(f), prior to (or contemporaneously with) and as a condition to the effectiveness of such termination, the Company shall pay to Parent the Termination Fee, within two Fee to Parent. (2d) Business Days after demand by Parent, Any payments made under this Section 7.3 shall be made by wire transfer of immediately available funds to an account or accounts designated by the party entitled thereto. The Company acknowledges and agrees that the agreements contained in writing this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amount due to the Parent. (iii) In the event that this Agreement is terminated by Parent , pursuant to this Section 9.1(f)7.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the Termination Fee, the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the Termination Feeamount due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at a rate of 10% per annum, within two (2) Business Days after demand or, if lower, the maximum rate permitted to be charged by Parentapplicable Legal Requirements. Except to the extent required by applicable Legal Requirements, by wire transfer of immediately available funds the Company shall not withhold any withholding taxes on any payment made to an account or accounts designated in writing by ParentParent under this Section 7.3.

Termination Fee. (a) In the event that (i) The Company an Acquisition Proposal with respect to StellarOne shall have been communicated to or otherwise made known to the stockholders, senior management or Board of Directors of StellarOne, or any person or entity shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to StellarOne after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by StellarOne or Union pursuant to Section 7.1(b) (if the StellarOne Stockholder Approval has not theretofore been obtained), (B) by Union pursuant to Section 7.1(d) or (e) or (C) by StellarOne or Union pursuant to Section 7.1(g) and (iii) prior to the date that is fifteen (15) months after the date of such termination StellarOne enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then StellarOne shall, on the earlier of the date it enters into such definitive agreement or the date of consummation of such transaction, pay Union a fee equal to Parent $21,800,000 (the “Termination Fee, ”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two funds. (2b) Business Days after demand by Parent, in In the event that (A) this Agreement is terminated by Parent or the Company Union pursuant to Section 9.1(b7.1(f) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination or by StellarOne pursuant to Section 9.1(b7.1(k), then StellarOne shall, on the date of termination, pay Union the Termination Fee by wire transfer of immediately available funds. (yc) In the condition event that (i) an Acquisition Proposal with respect to Union shall have been communicated to or otherwise made known to the Offer set forth in clause stockholders, senior management or Board of Directors of Union, or any person or entity shall have publicly announced an intention (C)(1whether or not conditional) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide make an Acquisition Proposal referred with respect to in clause (B) below and (z) Union after the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination date of this Agreement, a bona fide Acquisition Proposal shall (ii) thereafter this Agreement is terminated (A) by Union or StellarOne pursuant to Section 7.1(b) (if the Union Stockholder Approvals have not theretofore been publicly announced obtained), (B) by StellarOne pursuant to Section 7.1(d) or shall have become publicly disclosed and, in either case, shall not have been withdrawn (e) or otherwise abandoned; and (C) within twelve by StellarOne or Union pursuant to Section 7.1(i) and (12iii) prior to the date that is fifteen (15) months following after the date of such termination of this Agreement, the Company Union enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) consummates a transaction with respect to an Acquisition Proposal (whether or an not the same Acquisition Proposal is consummated. For purposes as that referred to above), then Union shall, on the earlier of the foregoingdate it enters into such definitive agreement or the date of consummation of such transaction, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent StellarOne the Termination Fee, within two (2) Business Days after demand by Parent, Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parentfunds. (iiid) In the event that this Agreement is terminated by Parent StellarOne pursuant to Section 9.1(f7.1(h) or by Union pursuant to Section 7.1(j), then Union shall, on the Company shall date of termination, pay to Parent StellarOne the Termination Fee, within two (2) Business Days after demand by Parent, Fee by wire transfer of immediately available funds funds. (e) Each of Union and StellarOne acknowledges that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Union and StellarOne, respectively would not enter into this Agreement. Accordingly, if Union or StellarOne, as applicable, fails promptly to an account pay the amount due pursuant to this Section 7.4, and, in order to obtain such payment, Union or accounts designated StellarOne, as applicable commences a suit which results in writing by Parenta judgment against the other party for the fee set forth in this Section 7.4, Union or StellarOne, as applicable, shall pay to the other party its fees and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at a rate per annum equal to the prime rate published in The Wall Street Journal on the date such payment was required to be made.

Termination Fee. If this Agreement is to be terminated pursuant to SECTION 8.1(e) or 8.1(g), and if NHP is not entitled to terminate this Agreement by reason of SECTION 8.1(b), 8.1(c) or 8.1(f), then, in addition to any other rights or remedies that may be available to AIMCO, NHP shall promptly (iand in any event within two days of receipt by NHP of written notice from AIMCO) The Company shall pay to Parent the Termination Fee, AIMCO (by wire transfer of immediately available funds to an account or accounts designated in writing by ParentAIMCO) a termination fee of $4.0 million; provided, within two (2) Business Days after demand by Parenthowever, in the event that (A) NHP shall not be obligated to pay such fee to AIMCO if this Agreement is terminated by Parent or the Company pursuant to Section 9.1(bSECTION 8.1(e) as a result of the failure to satisfy the Minimum Condition prior to such termination unless (provided, that (xi) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)the NHP Meeting, (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)NHP has received an alternative Acquisition Proposal, except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause and (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such the termination of this Agreement, the Company Board of Directors of NHP shall have withdrawn, or modified in a manner adverse to AIMCO, its approval or recommen- dation of the Merger, and (ii) within two years after the termination of this Agreement, NHP enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to providing for an alternative Acquisition Proposal or an alternative Acquisition Proposal is consummated. For purposes consummated with any Person; and, provided, further, that if such termination fee becomes payable as a result of a termination pursuant to SECTION 8.1(e), then such termination fee shall be paid promptly following the earlier of the foregoing, each reference to “25%” in execution of such definitive agreement providing for an alternative Acquisition Proposal and the definition consummation of “an alternative Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In , as the event that case may be. If this Agreement is terminated by the Company pursuant to Section 9.1(e)SECTION 8.1(e) and (i) prior to the termination of this Agreement, the Company Board of Directors of NHP shall have withdrawn, or modified in a manner adverse to AIMCO, its approval or recommendation of the Merger, and (ii) NHP is not at that time obligated to pay the termination fee pursuant to the first proviso of the preceding sentence, then NHP shall pay to Parent AIMCO, on demand, an amount equal to the Termination Fee, within two (2) Business Days after demand documented out-of-pocket expenses incurred by Parent, by wire transfer of immediately available funds to an account or accounts designated AIMCO in writing by Parent. (iii) In the event that connection with this Agreement and the Merger, provided, that the maximum amount of such expenses that NHP is terminated by Parent required to reimburse shall not exceed $4.0 million (which expense reimbursement shall be credited against any termination fee that subsequently becomes payable pursuant to Section 9.1(fclause (ii) of the preceding sentence), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. (i) The In the event that this Agreement is terminated by the Company pursuant to Section 7.1.7, then the Company shall pay Parent, prior to or concurrently with such termination, a termination fee of One Million Dollars ($1,000,000) (the “Termination Fee”). In the event that this Agreement is terminated by Parent pursuant to Section 7.1.5, then the Company shall pay Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, Fee within two three (23) Business Days after demand by Parent, in of such termination. In the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided7.1.2, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) an Acquisition Proposal had been publicly announced prior to the occurrence of the events giving rise to the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution such section and delivery of this Agreement and not withdrawn prior to the date of such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve nine (129) months following of such termination of this Agreement, the Company enters into a definitive agreement with for, or consummates, any Person (other than Acquisition Proposal, then the Company shall pay Parent, immediately prior to the consummation of such Acquisition SubProposal, an amount equal to the Termination Fee. In the event that (A) this Agreement is terminated by Parent or their Affiliatesthe Company pursuant to Section 7.1.4 due to the failure to obtain the adoption of this Agreement by the Required Company Stockholders at the Company Stockholders’ Meeting (or at any adjournment thereof), (B) with respect to an Acquisition Proposal had been publicly announced prior to the occurrence of the events giving rise to the right to terminate pursuant to such section and not withdrawn prior to the date of such termination and (C) within nine (9) months of such termination the Company enters into a definitive agreement for, or consummates, any Acquisition Proposal, then the Company shall pay Parent, immediately prior to the consummation of such Acquisition Proposal, an amount equal to the Termination Fee. In the event that (A) this Agreement is terminated by Parent pursuant to Section 7.1.6, (B) an Acquisition Proposal is consummated. For purposes had been publicly announced prior to the occurrence of the foregoingbreach giving rise to the right to terminate pursuant to such section and not withdrawn prior to the date of such termination and (C) within nine (9) months of such termination the Company enters into a definitive agreement for, each reference to “25%” in the definition of “or consummates an Acquisition Proposal” , then the Company shall be deemed pay Parent, immediately prior to be a reference the consummation of such Acquisition Proposal, an amount equal to “50%”. (ii) the Termination Fee. In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e7.1.8, then Parent shall pay the Company an amount equal to the sum of the Company Expenses incurred after November 12, 2012, up to an aggregate amount of Three Hundred Thousand Dollars ($300,000). For purposes of this Section 7.2.2, the Company term “Acquisition Proposal” shall pay have the meaning assigned to Parent such term in Section 8.4, except that the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds phrase “20% or more” in such definition shall be deemed to an account be changed to “50% or accounts designated in writing by Parentmore”. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. (ia) The Company NYMEX Holdings shall pay to Parent the Termination FeeCME Group, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentfunds, within two the sum of $308.1 million (2the “Termination Fee”) Business Days after demand by Parent, in the event that (A) if this Agreement is terminated by Parent or the Company as follows: (i) if this Agreement is terminated pursuant to Section 9.1(b8.1(c)(iii) as a result (Failure to Recommend or Change in Recommendation) or Section 8.1(d)(ii) (No Exercise of Stockholder Vote Option), then NYMEX Holdings shall pay the failure entire Termination Fee by the tenth (10th ) Business Day following such termination; and (ii) (x) if this Agreement is terminated (A) pursuant to satisfy Section 8.1(c)(i) (Breach by NYMEX Holdings) if the Minimum Condition prior breach giving rise to such termination was willful, (provided, that (xB) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b8.1(b)(iii)(A) (No Stockholder Approval), Section 8.1(c)(v) (No Member Approval) or Section 8.1(c)(iv) (Failure of Minimum Condition), or (C) pursuant to Section 8.1(b)(i) (Termination Date) without a vote of the stockholders of NYMEX Holdings contemplated by this Agreement at the NYMEX Holdings Stockholders Meeting having occurred or without a vote of the members of NYMEX contemplated by this Agreement at the NYMEX Member Meeting or otherwise, and in any such case of (A), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and or (zC) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreementabove, a bona fide Acquisition Takeover Proposal shall have been publicly announced or otherwise communicated to the Board of Directors of NYMEX Holdings (or any Person shall have become publicly disclosed announced or communicated a bona fide intention, whether or not conditional, to make a Takeover Proposal) at any time after the date of this Agreement and prior to the taking of the vote of the stockholders of NYMEX Holdings at the NYMEX Holdings Stockholders Meeting, in the case of clause (B), or the date of termination, in the case of clauses (A) or (C), and (y) if within twelve (12) months after the date of such termination, NYMEX Holdings enters into a definitive agreement to consummate, or consummates, the transactions contemplated by any Takeover Proposal, then NYMEX Holdings shall pay to CME Group the Termination Fee by the second (2nd) Business Day following the date NYMEX Holdings enters into a definitive agreement or consummates such transaction; provided, that, solely for purposes of this Section 8.3(a)(ii) and Section 8.3(b), the term “Takeover Proposal” shall have the meaning ascribed thereto in Section 6.6(d) (No Solicitation), except that all references to fifteen percent (15%) shall be changed to fifty percent (50%). The amount of any Termination Expense Reimbursement actually paid pursuant to Section 6.8 (Fees and Expenses) shall be credited against any Termination Fee payable under this Section 8.3(a)(ii). (b) In the event NYMEX Holdings or any of the NYMEX Holdings Subsidiaries or their respective Representatives shall have breached in any material respect any of their respective obligations under Section 6.6 (No Solicitation), which breach has resulted in a Takeover Proposal being publicly announced or otherwise communicated to a member of senior management or the Board of Directors of NYMEX Holdings and (i) CME Group shall have not exercised its right to terminate this Agreement under Section 8.1(c)(ii) (Violation of Non-Solicitation) prior to a vote of the stockholders of NYMEX Holdings at the NYMEX Holdings Stockholders Meeting and (ii) this Agreement is terminated (x) pursuant to Section 8.1(b)(iii)(A) (No Stockholder Approval), Section 8.1(c)(v) (No Member Approval) or Section 8.1(c)(iv) (Failure of Minimum Condition) or (y) pursuant to Section 8.1(b)(i) (Termination Date) without a vote of the stockholders of NYMEX Holdings contemplated by this Agreement at the NYMEX Holdings Stockholders Meeting having occurred or without a vote of the members of NYMEX contemplated by this Agreement at the NYMEX Member Meeting or otherwise, then NYMEX Holdings shall pay to CME Group, by wire transfer of immediately available funds, an amount equal to $50 million within three (3) Business Days following such termination; provided, however, that if within twelve (12) months after the date of such termination, NYMEX Holdings enters into a definitive agreement to consummate, or consummates, the transactions contemplated by any Takeover Proposal, then NYMEX Holdings shall pay to CME Group the Termination Fee, less the amount of the fee described in this Section 8.3(b) to the extent already paid, by the second (2nd) Business Day following the date NYMEX Holdings enters into a definitive agreement or consummates such transaction. (c) CME Group shall pay to NYMEX Holdings, by wire transfer of immediately available funds, the Termination Fee if this Agreement is terminated pursuant to Section 8.1(b)(iii)(B) (No Stockholder Approval) or pursuant to Section 8.1(b)(i) (Termination Date) without a vote of the stockholders of CME Group contemplated by this Agreement at the CME Group Stockholders Meeting having occurred and (i) (A) a CME Group Takeover Proposal shall have been publicly announced or otherwise communicated to the Board of Directors of CME Group (or any Person shall have publicly announced or communicated a bona fide intention, whether or not conditional, to make a CME Group Takeover Proposal) or (B) a CME Group Acquisition Transaction shall have been publicly announced, in each case, at any time after the date of this Agreement and prior to, in the case of termination pursuant to Section 8.1(b)(iii)(B) (No Stockholder Approval), the date of the taking of the vote of the stockholders of CME Group at the CME Group Stockholders Meeting and, in either casethe case of termination pursuant to Section 8.1(b)(i) (Termination Date), shall not have been withdrawn or otherwise abandoned; the date of termination and (Cii) within twelve (12) months following after the date of such termination of this Agreementtermination, the Company CME Group enters into a definitive agreement with any Person (other than Parent, Acquisition Subto consummate, or their Affiliates) with respect to an Acquisition consummates, the transactions contemplated by such CME Group Takeover Proposal or an such CME Group Acquisition Proposal is consummated. For purposes of Transaction, as the foregoingcase may be, each reference to “25%” in by the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”second (2nd) Business Day following the date CME Group enters into such definitive agreement or consummates such transaction. (iid) In the event that For purpose of this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.Agreement:

Termination Fee. (A) In the event that: (i) The Company shall pay to Parent after the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery date of this Agreement and prior to such the termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced made, known to senior management or the board of directors of Legacy or shall have become been made directly to the stockholders of Legacy generally, or any Person shall have publicly disclosed and, in either case, shall announced an Acquisition Proposal; (ii) thereafter this Agreement is terminated (a) by Legacy or Prosperity pursuant to Section 10.01(B) (if the Requisite Legacy Stockholder Approval has not have theretofore been withdrawn obtained); (b) by Prosperity pursuant to Section 10.01(D); or otherwise abandoned(c) by Legacy or Prosperity pursuant to Section 10.01(F)(i); and (Ciii) prior to the date that is 12 months after the date of such termination, Legacy consummates a transaction included within twelve (12) months following such termination the definition of this Agreement, the Company Acquisition Proposal or enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal Proposal, in each case, whether or an not relating to the same Acquisition Proposal as that referenced in clause (i), then Legacy shall on the earlier of: (x) the date such a transaction is consummated. For consummated or (y) the date any such definitive agreement is entered into, as applicable, pay Prosperity a fee equal to $82,000,000 (the “Termination Fee”) by wire transfer of immediately available funds; provided, that, for purposes of the foregoingthis Section 10.04(A), each reference to “25%” all references in the definition of Acquisition Proposal to “Acquisition Proposal20%” shall be deemed to be a reference instead refer to “50%”. (iiB) In the event that this Agreement is terminated by the Company Prosperity pursuant to Section 9.1(e10.01(G), the Company shall pay to Parent the Termination Feethen Legacy shall, within two (2) Business Days after demand by Parentthe date of termination, pay Prosperity the Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parentfunds. (iiiC) In Each of Legacy and Prosperity acknowledges that the event that agreements contained in this Agreement is terminated Section 10.04 are an integral part of the transactions contemplated by Parent this Agreement, and that, without these agreements, Prosperity would not enter into this Agreement; accordingly, if Legacy fails promptly to pay the amount due pursuant to this Section 9.1(f)10.04, and, in order to obtain such payment, Prosperity commences a suit which results in a judgment against Legacy for the Company fee set forth herein or any portion thereof, Legacy shall pay to Parent Prosperity its fees and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit. In addition, if Legacy fails to pay the amounts payable pursuant to this Section 10.04, then Legacy shall pay interest on such overdue amounts (for the period commencing as of the date that such overdue amount was originally required to be paid and ending on the date that such overdue amount is actually paid in full) at a rate per annum equal to the “prime rate” published in The Wall Street Journal on the date such payment was required to be made plus 200 basis points for the period commencing as of the date that such overdue amount was originally required to be paid. The amounts payable by Legacy pursuant to this Section 10.04 constitute liquidated damages and not a penalty, and, except in the case of fraud or willful breach of this Agreement, shall be the sole monetary remedy of Prosperity in the event of a termination of this Agreement specified in such section. In no event shall Legacy be required to pay the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer Fee more than once. Legacy’s obligation to pay the Termination Fee shall survive termination of immediately available funds to an account or accounts designated in writing by Parentthis Agreement.

Termination Fee. (ia) The Company shall If Buyer terminates this Agreement pursuant to Section 9.1(e) of this Agreement or ASBB terminates this Agreement pursuant to Section 9.1(f) of this Agreement, then ASBB shall, on the date of termination, pay to Parent Buyer the sum of $6,800,000.00 (the “Termination Fee, by wire transfer of immediately available funds ”). The Termination Fee shall be paid to an account Buyer in same day funds. ASBB hereby waives any right to set-off or accounts designated in writing by Parent, within two counterclaim against such amount. (2b) Business Days after demand by Parent, in In the event that (Ai) an Acquisition Proposal with respect to ASBB shall have been communicated to or otherwise made known to the shareholders, senior management, or board of directors of ASBB, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to ASBB after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by Parent ASBB or the Company Buyer pursuant to Section 9.1(b9.1(d) as a result of (only if the failure to satisfy the Minimum Condition prior to such termination Requisite ASBB Shareholder Approval has not theretofore been obtained), (provided, that (xB) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination by Buyer pursuant to Section 9.1(b), or (yC) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination by ASBB or Buyer pursuant to Section 9.1(b9.1(c)(iii), except where and (iii) prior to the failure to meet date that is 12 months after the date of such condition arises out of termination, ASBB consummates an Acquisition Transaction or results from a Legal Proceeding brought by or enters into an Acquisition Agreement, then ASBB shall on behalf the earlier of the Person who has made date an Acquisition Transaction is consummated or any such Acquisition Agreement is entered into, as applicable, pay Buyer a fee equal to the bona fide Acquisition Proposal referred Termination Fee in same day funds. For the avoidance of doubt, Buyer shall be entitled to in clause (B) below and (z) the no more than one Termination Fee. ASBB hereby waives any right to terminate set-off or counterclaim against such amount. (c) The Parties acknowledge that the agreements contained in this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following Article 9 are an integral part of the execution and delivery of this Agreement and prior to such termination of transactions contemplated by this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed andand that without these agreements, in either case, shall they would not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of enter into this Agreement; accordingly, the Company enters into a definitive agreement with if ASBB fails to pay promptly any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated fee payable by the Company it pursuant to this Section 9.1(e)9.3, the Company then ASBB shall pay to Parent the Buyer its reasonable costs and expenses (including reasonable attorneys’ fees) in connection with collecting such Termination Fee, within two together with interest on the amount of the fee at the prime annual rate of interest (as published in The Wall Street Journal) plus 2) Business Days after demand by Parent, by wire transfer of immediately available funds % as the same is in effect from time to an account or accounts designated in writing by Parent. (iii) In time from the event that date such payment was due under this Agreement is terminated by Parent pursuant to Section 9.1(f), until the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer date of immediately available funds to an account or accounts designated in writing by Parentpayment.

Termination Fee. (i) The In the event that this Agreement is terminated by Parent pursuant to Section 7.1(f), then the Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(ba termination fee of $2,652,000 (the “Company Termination Fee”), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e7.1(e), then the Company shall pay to Parent Parent, concurrently with such termination, the Company Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) In the event that this Agreement is terminated (1) by either the Company or Parent pursuant to Section 9.1(f7.1(b) or Section 7.1(d), (2) a bona fide Acquisition Proposal shall have been made to the Company or any of its Subsidiaries or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries (and such Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn without qualification (x) at least thirty (30) Business Days prior to the date of termination with respect to any termination pursuant to Section 7.1(b), and (y) prior to obtaining Required Company Stockholder Approval, with respect to termination pursuant to Section 7.1(d)), and (3) within twelve (12) months of such termination, (A) the Company or any of its Subsidiaries shall have entered into an Alternative Acquisition Agreement with respect to, or shall have consummated or shall have approved or recommended to the Company’s stockholders or otherwise not opposed, an Acquisition Proposal or (B) there shall have been consummated an Acquisition Proposal with respect to the Company (substituting in each foregoing instances “50%” for “15%” in the definition of “Acquisition Proposal”), then the Company shall pay to Parent, concurrently with the consummation of such Acquisition Proposal, the Company Termination Fee; provided that for purposes of this Agreement, an Acquisition Proposal with respect to the Company shall not be deemed to have been “publicly withdrawn” by any Person if, within twelve (12) months after such termination, the Company or any of its Subsidiaries shall have entered into an Alternative Acquisition Agreement (other than a confidentiality agreement) with respect to, or shall have consummated or shall have approved or recommended to the Company’s stockholders, an Acquisition Proposal made by or on behalf of such Person or any of its Affiliates. (iv) The parties acknowledge that the agreements contained in this Section 7.2(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not enter into this Agreement, and that the Company Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent in the circumstances in which the Company Termination Fee is payable. If the Company fails to promptly pay the amount due pursuant to this Section 7.2(b), and, in order to obtain such payment, Parent or Merger Sub commences a suit that results in a final, non-appealable judgment against the Company for the fees set forth in this Section 7.2(b) or any portion of such fees, the Company shall pay to Parent or Merger Sub its reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) in connection with such suit. (v) Notwithstanding anything to the contrary in this Agreement, Parent’s right to receive payment of the Company Termination Fee shall be Parent’s sole and exclusive remedy against the Company and its Affiliates and any of their respective Representatives relating to or arising out of this Agreement or the transactions contemplated herein. Upon the Company’s payment of the Company Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer none of immediately available funds the Company and its Affiliates or their respective Representatives shall have any further liability or obligation relating to an account or accounts designated in writing by Parentarising out of this Agreement or the transactions contemplated herein.

Termination Fee. (ia) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in In the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b9.1(b)(i) as a result of (other than under circumstances in which the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition Financing Failure Fee is payable to the Offer set forth in clause Company under Section 9.3(i)), and (A) of Annex A is satisfied at after the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement date hereof and prior to such termination of this Agreementtermination, a bona fide fide, written Company Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall made known and not have been withdrawn or otherwise abandoned; abandoned at the time of termination and (CB) within twelve (12) months following after such termination of this Agreementtermination, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Subrespect to, or their Affiliatesconsummates, a Company Acquisition Proposal, then the Company shall pay the Termination Fee to Parent within three (3) with respect Business Days of the earlier to an Acquisition Proposal occur of the date the Company enters into such definitive agreement or an Acquisition Proposal the date such transaction is consummated. For ; provided, however, that for purposes of this Section 9.3(a), the foregoing, each reference references to “25fifteen percent (15%) or more” in the definition of “Company Acquisition Proposal” Proposal shall be deemed to be a reference references to “50thirty percent (30%) or more.” (b) In the event this Agreement is terminated by Parent or Company pursuant to Section 9.1(b)(iii) and if prior to such termination the Board of Directors shall have effected a Recommendation Withdrawal, then the Company shall be obligated to pay the Parent Expenses to Parent within three (3) Business Days of the Company’s receipt of any invoice from Parent for the Parent Expenses. (iic) In the event this Agreement is terminated by Parent or Company pursuant to Section 9.1(b)(iii) and (A) after the date hereof and prior to such termination, a bona fide, written Company Acquisition Proposal shall have been publicly announced or made known and not withdrawn or abandoned at the time of the Stockholders’ Meeting and (B) within twelve (12) months after such termination, the Company enters into a definitive agreement with respect to, or consummates, a Company Acquisition Proposal, then the Company shall pay the Termination Fee to Parent (less any amounts previously paid pursuant to Section 9.3(b) as applicable) within three (3) Business Days of the earlier to occur of the date the Company enters into such definitive agreement or the date such transaction is consummated; provided, however, that for purposes of this Section 9.3(c), the references to “fifteen percent (15%) or more” in the definition of Company Acquisition Proposal shall be deemed to be references to “thirty percent (30%) or more.” (d) In the event this Agreement is terminated by the Company pursuant to Section 9.1(c)(i), then Parent shall be obligated to pay the Company Expenses to the Company within three (3) Business Days of Parent’s receipt of an invoice from the Company for the Company Expenses. (e) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e9.1(c)(ii), then the Company shall, concurrently with any termination of this Agreement pay the Termination Fee to Parent. (f) In the event this Agreement is terminated by Parent pursuant to Section 9.1(d)(i) or Section 9.1(d)(ii) (other than as a result of a Willful and Material Breach of the first sentence of Section 7.1(c) and Section 7.5), then the Company shall be obligated to pay the Parent Expenses to Parent within three (3) Business Days of the Company’s receipt of an invoice from Parent for the Parent Expenses. (g) In the event this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii) due to a Willful and Material Breach of the first sentence of Section 7.1(c) and Section 7.5, then the Company shall pay the Termination Fee to Parent within three (3) Business Days of the date Parent terminates this Agreement. (h) In the event this Agreement is terminated by Parent pursuant to Section 9.1(d)(i) or Section 9.1(d)(ii) (other than due to a Willful and Material Breach of the first sentence of Section 7.1(c) and Section 7.5) and if (A) after the date hereof and prior to such termination, a Company Acquisition Proposal shall have been publicly announced or made known and not withdrawn or abandoned at the time of termination and (B) within twelve (12) months after such termination, the Company enters into a definitive agreement with respect to, or consummates, a Company Acquisition Proposal, then the Company shall pay the Termination Fee to Parent (less any amounts previously paid pursuant to Section 9.3(f) as applicable) within three Business Days after the date of consummation of such transaction; provided, however, that for purposes of this Section 9.3(h), the references to “fifteen percent (15%) or more” in the definition of Company Acquisition Proposal shall be deemed to be references to “thirty percent (30%) or more.” (i) If (i) all of the conditions to Closing set forth in Section 8.1 and Section 8.2 are satisfied (other than those conditions that by their nature are to be satisfied at the Closing, provided that such conditions are reasonably capable of being satisfied), (ii) the Merger shall not have been consummated on or prior to the Outside Date by reason of the proviso set forth in Section 2.2, and (iii) the Company or Parent terminates this Agreement pursuant to Section 9.1(b)(i), then Parent shall pay the Company the Financing Failure Fee within three (3) Business Days after such termination by wire transfer of same day funds to an account designated by the Company. If Parent becomes obligated to pay the Financing Failure Fee as a result of this Section 9.3(i), the Company agrees that its right to receive the Financing Failure Fee upon termination of this Agreement shall pay be deemed to be liquidated damages and shall be the sole and exclusive remedy of the Company, its Subsidiaries, stockholders, Affiliates, officers, directors, employees or Representatives against Parent or any of its Subsidiaries, Representatives or Affiliates for, and in no event will the Termination FeeCompany or any other such Person seek to recover any other money damages or seek any other remedy based on a claim in law or equity with respect to, within two (2A) Business Days after demand by Parentany loss suffered as a result of the failure of the Merger to be consummated, by wire transfer (B) the termination of immediately available funds this Agreement, (C) any liabilities or obligations arising under this Agreement, or (D) any claims or actions arising out of or relating to an account any breach, termination or accounts designated failure of or under this Agreement, in writing by Parenteach case, with respect to, or as a result of, any failure to seek or obtain the proceeds of the Debt Financing or any alternative financing and any event related thereto. (iiij) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f9.1(d)(iii), then the Company shall pay the Termination Fee to Parent the Termination Fee, within two three (23) Business Days after demand by Parent, of the date Parent terminates this Agreement. (k) Any amount that becomes payable pursuant to this Section 9.3 shall be paid by wire transfer of immediately available funds to the account designated by the party hereto entitled to receive such amount. (l) Notwithstanding any provision in this Agreement to the contrary, in no event shall the Company be required to pay the Termination Fee on more than one occasion or to pay any amounts pursuant to this Section 9.3 which in the aggregate exceed the amount of the Termination Fee. (m) The parties acknowledge and agree that the agreements contained in this Section 9.3 are an account integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not enter into this Agreement. If a party fails to promptly pay the amount due by it pursuant to this Section 9.3, interest shall accrue on such amount from the date such payment was required to be paid pursuant to the terms of this Agreement until the date of payment at the rate of 6% per annum. If, in order to obtain such payment, the other party commences a suit that results in judgment for such party for such amount, the defaulting party shall pay the other party its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit. (n) Any payment made pursuant to this Section 9.3 shall be net of any amounts as may be required to be deducted or accounts designated in writing by Parentwithheld therefrom under the Code or under any provision of state, local or foreign Tax Law.

Termination Fee. (ia) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in In the event that (Ai) this Agreement is terminated by Parent or before the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been communicated to or otherwise made known to the shareholders, senior management or the board of directors of the Company, or any Person shall have publicly announced an intention (whether or shall have become publicly disclosed andnot conditional) to make an Acquisition Proposal after the date of this Agreement, in either case(ii) thereafter this Agreement is terminated (A) by the Company or Parent pursuant to Section 8.1(b) (if the Company Shareholder Approval has not theretofore been obtained), shall not have been withdrawn (B) by Parent pursuant to Section 8.1(e) or otherwise abandoned; and (C) within by Parent pursuant to Section 8.1(i) and (iii) prior to the date that is twelve (12) months following after the date of such termination of this Agreementtermination, the Company consummates an Alternative Transaction or enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal Agreement, in each case, whether or an not relating to the same Acquisition Proposal as that referenced in clause (i), then the Company shall on the earlier of (x) the date an Alternative Transaction is consummated. For consummated or (y) the date any such Acquisition Agreement is entered into, as applicable, pay Parent a fee equal to $25,000,000 (the “Termination Fee”) by wire transfer of immediately available funds; provided, that, for purposes of the foregoingthis Section 8.3(a), each reference to “25%” all references in the definition of Acquisition Proposal to “Acquisition Proposal20%” shall be deemed to be a reference instead refer to “50%.”. (iib) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f), then the Company shall, within three Business Days after the date of termination, pay Parent the Termination Fee by wire transfer of immediately available funds. (c) In the event this Agreement is terminated by the Company pursuant to Section 9.1(e8.1(h), then the Company shall shall, concurrently with and as a condition to such termination, pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parentfunds. (iiid) In the event that this Agreement is terminated by Parent the Company pursuant to Section 9.1(f8.1(g), the Company shall pay to then Parent the Termination Feeshall, within two (2) three Business Days after demand by Parentthe date of termination, pay the Company the Termination Fee by wire transfer of immediately available funds funds. (e) Each of the Company and Parent acknowledges that the agreements contained in this Section 8.3 are an integral part of the Transactions, and that, without these agreements, Parent and the Company, respectively, would not enter into this Agreement; accordingly, if the Company or Parent, as applicable, fails promptly to an account pay the amount due pursuant to this Section 8.3, and, in order to obtain such payment, Parent or accounts designated the Company (as applicable) commences a suit which results in writing a judgment against the Company or Parent (as applicable) for the fee set forth in this Section 8.3 or any portion thereof, the Company or Parent, as applicable, shall pay to the other party its fees and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit. In addition, if Parent or the Company fails to pay the amounts payable pursuant to this Section 8.3, then Parent or the Company, as applicable, shall pay interest on such overdue amounts (for the period commencing as of the date that such overdue amount was originally required to be paid and ending on the date that such overdue amount is actually paid in full) at a rate per annum equal to the “prime rate” published in The Wall Street Journal on the date such payment was required to be made plus 300 basis points for the period commencing as of the date that such overdue amount was originally required to be paid. The amounts payable by Parentthe Company or Parent pursuant to Section 8.3 constitute liquidated damages and not a penalty, and, except in the case of fraud or willful and material breach of this Agreement, shall be the sole monetary remedy of Parent or the Company, as applicable, in the event of a termination of this Agreement specified in such section. In no event shall any party be required to pay the Termination Fee more than once.

Termination Fee. In recognition of the efforts, expenses and other opportunities foregone by ▇▇▇▇▇ and Company while structuring and pursuing the Merger: (ia) The Company shall pay to Parent the Termination Fee, Buyer by wire transfer of immediately available funds a termination fee equal to an account or accounts designated in writing by Parent, within two $18,900,000 (2the “Termination Fee”) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate Buyer terminates this Agreement pursuant to Section 9.1(b8.01(f), in which case Company shall pay the Termination Fee as promptly as practicable (but in any event within three (3) is then available to ParentBusiness Days of termination); and (Bb) following In the execution and delivery event that after the date of this Agreement and prior to such the termination of this Agreement, a bona fide Company Acquisition Proposal shall have been publicly announced communicated to or otherwise made known to the board of directors or senior management of Company or shall have become been made directly to its shareholders generally or any person shall have publicly disclosed andannounced (and not withdrawn at least two (2) Business Days prior to the Company Meeting) a Company Acquisition Proposal and (A) thereafter this Agreement is terminated by either Buyer or Company pursuant to Section 8.01(e) without the Requisite Company Shareholder Approval having been obtained or pursuant to Section 8.01(g) or (B) thereafter this Agreement is terminated by Buyer pursuant to Section 8.01(c) or Section 8.01(d), in either case, shall not have been withdrawn or otherwise abandoned; and (C) within prior to the date that is twelve (12) months following after the date of such termination of this Agreementtermination, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) consummates a transaction with respect to an a Company Acquisition Proposal (whether or an not the same Company Acquisition Proposal is consummated. For purposes as that referred to above), then Company shall, on the earlier of the foregoingdate it enters into such definitive agreement and the date of consummation of such transaction, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by ParentBuyer, by wire transfer of immediately available funds same day funds, a fee equal to an account or accounts designated in writing by Parentthe Termination Fee. (iiic) In Company and Buyer each agree that the event agreements contained in this Section 8.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Buyer would not enter into this Agreement; accordingly, if Company fails promptly to pay any amounts due under this Section 8.02 and, in order to obtain such payment, Buyer commences a suit that this Agreement is terminated by Parent pursuant to Section 9.1(f)results in a judgment against Company for such amounts, the Company shall pay the costs and expenses of Buyer (including reasonable legal fees and expenses) in connection with the suit, together with interest on such unpaid amounts at the prime rate (as reported in The Wall Street Journal or, if not reported therein, in another authoritative source) on the date such payment is required to Parent be made. The amounts payable by Company and Buyer pursuant to this Section 8.02, constitute liquidated damages and not a penalty, and, except in the case of fraud or a Willful Breach, shall be the sole monetary remedy of the other party in the event of a termination of this Agreement specified in this Section 8.02. (d) Notwithstanding anything to the contrary set forth in this Agreement, if Company pays or causes to be paid to Buyer or to Buyer Bank the Termination Fee, within two neither Company nor Company Bank (2or any successor in interest of Company or Company Bank) Business Days after demand nor any of their officers, directors or affiliates will have any further obligations or liabilities to Buyer or Buyer Bank with respect to this Agreement or the transactions contemplated by Parentthis Agreement, and if Buyer pays or causes to be paid to Company or to Company Bank the Termination Fee, neither Buyer nor Buyer Bank (or any successor in interest of Buyer or Buyer Bank) nor any of their officers, directors or affiliates will have any further obligations or liabilities to Company or Company Bank with respect to this Agreement or the transactions contemplated by wire transfer this Agreement, in each case except in the case of immediately available funds to an account fraud or accounts designated in writing by Parenta Willful Breach.

Termination Fee. To compensate BFST for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by BFST, Progressive and BFST agree as follows: (a) Provided that BFST is not in material breach of any covenant or obligation under this Agreement (which breach has not been cured within thirty (30) days following receipt of written notice thereof by Progressive specifying in reasonable detail the basis of such alleged breach), if this Agreement is terminated by: (i) The Company Progressive under the provisions of Section 9.1(e), then Progressive shall pay to Parent the Termination Fee, by wire transfer of BFST in immediately available funds the sum of $3,050,930 (the “Termination Fee”); (ii) BFST under the provisions of Section 9.1(f), then Progressive shall pay to BFST the Termination Fee in immediately available funds; or (iii) either BFST or Progressive under the provisions of Section 9.1(a)(iii), if, at the time of termination, the Registration Statement has been declared effective for at least twenty-five (25) Business Days prior to such termination and Progressive shall have failed to call, give notice of, convene and hold Progressive Shareholder Meeting in accordance with Section 5.1, then Progressive shall pay to BFST the Termination Fee in immediately available funds; (iv) either BFST or Progressive under the provisions of Section 9.1(a)(iii), if, at such time, the Progressive Shareholder Approval has not occurred and if, at the time of termination, there exists an account Acquisition Proposal with respect to Progressive and within twelve (12) months of the termination of this Agreement, Progressive enters into an Acquisition Agreement with any Person with respect to such Acquisition Proposal, then Progressive shall pay to BFST the Termination Fee in immediately available funds; or (v) either BFST or accounts designated Progressive under the provisions of Section 9.1(a)(iv), if, at the time of termination, there exists a Superior Proposal with respect to Progressive, then Progressive shall pay to BFST the Termination Fee in writing immediately available funds. (b) The payment of the Termination Fee shall be BFST’s sole and exclusive remedy with respect to termination of this Agreement as set forth in this Section 9.3. For the avoidance of doubt, in no event shall the Termination Fee under the circumstances described in this Section 9.3 be payable on more than one occasion. (c) Any payment required by Parent, this Section 9.3 shall become payable within two (2) Business Days after demand receipt by Parent, in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result non-terminating party of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) written notice of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. In the event of the discontinuation of CMC’s provision of the Services to all or any portion of the Accounts prior to the end of the Initial Term or any Renewal Term of this Agreement, which discontinuation is at the initiation or election of Client (iincluding, but not limited to, a discontinuation due to the sale or transfer of any or all Accounts such that CMC no longer provides the Services to the Accounts) The Company and which discontinuation is due to any reason other than Client terminating this Agreement under subsection 10.1(b), 10.1(d), 10.1(f) or 10.1(g), Client shall pay to Parent CMC, at least sixty (60) days prior to the initially scheduled Deconversion Date, as liquidated damages a “Termination Fee” which shall be the greater of $75,000 or the formula below: The average monthly Service Fees (attributable to the portion of Accounts to undergo Deconversion or the discrete portion of Services no longer to be provided by CMC) owed to CMC hereunder for the twelve months (or such shorter period for which Cardholder statements have been produced) preceding the earlier of the Termination FeeDate or the date Client notifies CMC of its intention to conduct a Deconversion, shall be multiplied by wire transfer seventy percent (70%) unless, at the time of immediately available funds to an account or accounts designated calculation, this Agreement has been in writing by Parent, within effect for less than two (2) Business Days after demand by Parentyears, in which case such multiplier shall be ninety percent (90%). That product shall be multiplied by the event that number of months (A) partial months shall be fractionalized), remaining in the then-current Initial Term or Renewal Term following the initially scheduled Deconversion Date (subsequent changes or delays in the Deconversion Date not caused or requested directly by CMC shall not result in a decrease in the Termination Fee). Notwithstanding the foregoing, no Termination Fee shall be due under this Agreement is terminated by Parent or the Company if any Accounts are transferred to another client of CMC pursuant to Section 9.1(b) as a 4.2, with the result of that CMC continues to service such Accounts. The parties agree it would be difficult or impossible to ascertain CMC’s actual damages arising from the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer events set forth in clause (A) this Section 10.2. The parties further agree that the Termination Fee set forth above is a reasonable estimation of Annex A is satisfied the actual damages which CMC would suffer if CMC were to fail to provide the full Services for the full Initial Term. Each party acknowledges and agrees, after taking into account all relevant circumstances at the time of such termination pursuant to Section 9.1(b)date hereof, (y) that the condition to the Offer Termination Fee set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from above represents a Legal Proceeding brought by or on behalf reasonable and genuine pre-estimate of the Person who has made the bona fide Acquisition Proposal referred to damages which would be suffered in clause (B) below such events and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution does not constitute a penalty. Moreover, each party acknowledges and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes agrees that Client’s payment of the foregoingTermination Fee shall constitute CMC’s sole and exclusive remedy, each reference and Client’s entire liability, for the discontinuation of CMC’s provision of the Services which resulted in Client’s obligation to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee. The parties agree that Client’s payment of the Termination Fee shall be in lieu of, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated and not in writing by Parent. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f)addition to, the Company shall pay payment of any Service Fees from Client to Parent the Termination Fee, within two (2) Business Days after demand CMC for any Services not actually provided by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by ParentCMC.

Termination Fee. (i) In recognition of the efforts, expenses and other opportunities foregone by each of the Company and Parent while structuring and pursuing the transactions contemplated by this Agreement: (A) The Company shall agrees to pay a fee (the “Company Termination Fee”) to Parent in the Termination Fee, by wire transfer amount of immediately available funds $50 million: (1) if Parent terminates this Agreement pursuant to an account Section 10.01(c)(i) or accounts designated in writing by Parent, within two 10.01(c)(iii); (2) Business Days after demand by Parent, in if the event that (A) Company terminates this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b10.01(d)(ii); or (3) as a result of if (x) the failure Company or Parent terminates this Agreement pursuant to satisfy Section 10.01(b)(i) (but solely if the Minimum Condition Company Stockholder Approval shall not have been obtained at least two Business Days prior to such termination) or Section 10.01(b)(iii), (y) prior to such termination (provided, that (x) in the condition to the Offer set forth in clause (A) case of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b10.01(b)(i), ) or the Company Stockholder Meeting (y) in the condition to the Offer set forth in clause (C)(1) case of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b10.01(b)(iii)), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Company Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (Cz) within twelve (12) 18 months following the date of such termination of this Agreementtermination, the Company enters shall have entered into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an or recommended to its stockholders a Company Acquisition Proposal or an a Company Acquisition Proposal is consummated. For shall have been consummated (provided that for purposes of the foregoingthis clause (3), each reference to “2520%” in the definition of “Company Acquisition Proposal” Proposal shall be deemed to be a reference to “5050.1%”. (ii) In the event that this Agreement is terminated by ). The payment of the Company pursuant to Section 9.1(e), the Company Termination Fee shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, be made by wire transfer of immediately available funds by the Company to an account or accounts designated Parent within two Business Days following the termination of this Agreement in writing by Parentthe case of clause (1) above, immediately before and as a condition to such termination in the case of clause (2) above and within two Business Days of the event giving rise to the payment of the Company Termination Fee in the case of clause (3) above. (iiiB) In Parent agrees to pay a fee (the event that “Parent Termination Fee” and, together with the Company Termination Fee, the “Termination Fees”) to the Company in the amount of $100 million if this Agreement is terminated terminated: (1) by the Company or Parent pursuant to Section 10.01(b)(i) and all of the conditions to Closing set forth in Sections 9.01 (other than the condition set forth in Section 9.01(e)) and 9.02 (other than (A) the condition set forth in Section 9.02(d) and (B) those other conditions that, by their nature, cannot be satisfied until the Closing Date, but, in the case of clause (B), which conditions would be satisfied if the Closing Date were the date of such termination) have been satisfied or waived on or prior to the date of such termination; provided that no Parent Termination Fee shall be payable by Parent pursuant to this clause (1) if the failure of the condition set forth in Section 9.1(f9.02(d) to be satisfied is caused by the Company’s willful and intentional material breach of Section 8.02(b) or the Company’s right to receive the Parent Termination Fee terminates in accordance with Section 11.13(b), the Company shall pay to Parent the Termination Fee, within two ; or (2) Business Days after demand by Parent, if Parent terminates this Agreement pursuant to Section 10.01(c)(iv). The payment of the Parent Termination Fee shall be made by wire transfer of immediately available funds by Parent to an account or accounts designated the Company within two Business Days following the termination of this Agreement in writing the case of a termination by the Company and concurrently with such termination in the case of a termination by Parent. (ii) For the avoidance of doubt, any payment to be made by any party under this Section 11.04(b) shall be payable only once to such other party with respect to this Section 11.04(b) and not in duplication even though such payment may be payable under one or more provisions hereof.

Termination Fee. (ia) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) If this Agreement is terminated (or is deemed to be terminated) (x) by Parent pursuant to Section 8.1(g) or Section 8.1(l), (y) by the Company pursuant to Section 9.1(b8.1(i), or (z) as a result by the Company or Parent pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(f), and in each case of the failure to satisfy the Minimum Condition prior to such termination this clause (providedz), that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at any time on or after the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery date of this Agreement and prior to any such termination of this Agreement, Agreement a bona fide Company Acquisition Proposal shall have been publicly announced or otherwise communicated to a member of senior management or any director of the Company (or any Third Party shall have become publicly disclosed andannounced or communicated a bona fide intention, whether or not conditional, to make a Company Acquisition Proposal) that has not been withdrawn prior to the taking of the vote of the stockholders of the Company at the Company Stockholders’ Meeting or, in either casethe event no such vote has been taken, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following at the time of such termination of this Agreement, and (B) within 12 months following the date of such termination of this Agreement, (i) with respect to a termination (or deemed termination) pursuant to Section 8.1(d), (1) any Company enters into Acquisition Transaction (regardless of when the applicable Company Acquisition Proposal was made) is consummated or (2) a definitive agreement with respect to any Person Company Acquisition Transaction is entered into or the Company’s Board of Directors shall have recommended a Company Acquisition Transaction to its stockholders (other than Parentin the case of this clause (2), which Company Acquisition SubTransaction shall thereafter be consummated (regardless of whether within or outside of such 12-month period)), or their Affiliates(ii) with respect to an a termination (or deemed termination) pursuant to Section 8.1(f), (1) a Company Acquisition Transaction is consummated with the Person or group who made the Company Acquisition Proposal described in clause (A) above (or an any group to which such Person or group forms a part) or (2) a definitive agreement with respect to a Company Acquisition Transaction is entered into with the Person or group who made the Company Acquisition Proposal is consummated. For described in clause (A) above (or any group to which such Person or group forms a part) or the Company’s Board of Directors shall have recommended to its stockholders a Company Acquisition Transaction with the Person or group who made the Company Acquisition Proposal described in clause (A) above (or any group to which such Person or group forms a part) (in the case of this clause (2), which Company Acquisition Transaction shall thereafter be consummated (regardless of whether within or outside of such 12-month period)) (provided, that for purposes of the foregoingthis clause (z), each reference to “2520%” in the definition of “Company Acquisition Proposal” Transaction shall be deemed to be a reference to “50%”. ), then in each case of clauses (iix), (y) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(eand (z), the Company shall pay to Parent the Company Termination Fee, within two (2) Business Days after demand . The Company Termination Fee and the Company Expense Reimbursement shall be paid by Parent, the Company to the Parent by wire transfer of immediately available funds funds. The Company Termination Fee shall be paid by the Company to an account the Parent (1) in the case of clause (x) above, within two Business Days after termination of this Agreement, (2) in the case of clause (y) above, upon termination of this Agreement, or accounts designated (3) in writing by Parentthe case of clause (z) above, upon the consummation of such Company Acquisition Transaction. (iiib) In the event that If this Agreement is terminated (or is deemed to be terminated) (x) by the Company pursuant to Section 8.1(h) or Section 8.1(k), (y) by Parent pursuant to Section 9.1(f8.1(j) or (z) by the Company pursuant to Section 8.1(e), and in each case of this clause (z), (A) at any time on or after the Company date of this Agreement and prior to any such termination of this Agreement a Parent Acquisition Proposal shall have been publicly announced or otherwise communicated to a member of senior management or any director of Parent (or any Third Party shall have publicly announced or communicated a bona fide intention, whether or not conditional, to make a Parent Acquisition Proposal) that has not been withdrawn prior to the time of such termination of this Agreement, and (B) within 12 months following the date of such termination of this Agreement, with respect to a termination (or deemed termination) pursuant to Section 8.1(e), (1) a Parent Acquisition Transaction is consummated with the Person or group who made the Parent Acquisition Proposal described in clause (A) above (or any group to which such Person or group forms a part) or (2) a definitive agreement with respect to a Parent Acquisition Transaction is entered into with the Person or group who made the Parent Acquisition Proposal described in clause (A) above (or any group to which such Person or group forms a part) or the Parent’s Board of Directors shall have recommended to its stockholders a Parent Acquisition Transaction with the Person who made the Parent Acquisition Proposal described in clause (A) above (or any group to which such Person or group forms a part) (in the case of this clause (2), which Parent Acquisition Transaction shall thereafter be consummated (regardless of whether within or outside of such 12-month period)) (provided, that for purposes of this clause (z), each reference to “20%” in the definition of Parent Acquisition Transaction shall be deemed to be a reference to “50%”), then in each case of clauses (x), (y) and (z), Parent shall pay to the Company the Parent the Termination Fee, within two (2) Business Days after demand . The Parent Termination Fee shall be paid by Parent, Parent to the Company by wire transfer of immediately available funds funds. The Parent Termination Fee shall be paid by the Parent to the Company (1) in the case of clause (x) above, within two Business Days after termination of this Agreement, (2) in the case of clause (y) above, upon termination of this Agreement, or (3) in the case of clause (z) above, upon the consummation of such Parent Acquisition Transaction. (c) Subject to the parties’ right to specifically enforce the terms of this Agreement pursuant to Section 9.5(a) prior to the valid termination of this Agreement, but notwithstanding any other provision of this Agreement to the contrary, Parent and Merger Sub agree that (i) Parent’s right to receive the payment of the Company Termination Fee, as and when set forth in Section 8.3(a), shall be the sole and exclusive remedy of Parent and Merger Sub against the Company, any of the Company’s Subsidiaries or any of their respective former, current or future Representatives, stockholders, general or limited partners, members, managers, directors, officers, employees, agents, assignees or Affiliates (collectively, the “Company Related Parties”) for all losses and damages suffered as a result of the failure of the Merger or the other transactions contemplated by this Agreement to be consummated or for any other breach or failure to perform hereunder or otherwise, and (ii) none of the Company Related Parties shall have any liability or obligation, in any such case (clause (i) or (ii)) relating to, arising out of or with respect to this Agreement or any of the transactions contemplated hereby (whether relating to, arising out of or with respect to any matter(s) forming the basis for such termination or otherwise). Without limitation of the foregoing, none of Parent, Merger Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any proceeding, claim, suit or action against, or seek damages from, any of the Company Related Parties in contravention of the preceding sentence. Under no circumstances shall the Company Termination Fee be payable by the Company more than once. (d) Subject to the parties’ right to specifically enforce the terms of this Agreement pursuant to Section 9.5(a) prior to the valid termination of this Agreement, but notwithstanding any other provision of this Agreement to the contrary, the Company agrees that (i) its right to receive the payment of the Parent Termination Fee, as and when set forth in Section 8.3(b), shall be the sole and exclusive remedy of the Company against Parent, any of Parent’s Subsidiaries or any of their respective former, current or future Representatives, stockholders, general or limited partners, members, managers, directors, officers, employees, agents, assignees or Affiliates (collectively, the “Parent Related Parties”) for all losses and damages suffered as a result of the failure of the Merger or the other transactions contemplated hereby to be consummated or for any other breach or failure to perform hereunder or otherwise, and (ii) none of the Parent Related Parties shall have any liability or obligation, in any such case (clause (i) or (ii)) relating to, arising out of or with respect to this Agreement or any of the transactions contemplated hereby (whether relating to, arising out of or with respect to any matter(s) forming the basis for such termination or otherwise). Without limitation of the foregoing, none of the Company, the Company’s Subsidiaries, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any proceeding, claim, suit or action against, or seek damages from, any of the Parent Related Parties in contravention of the preceding sentence. Under no circumstances shall the Parent Termination Fee be payable by Parent more than once. (e) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an account integral part of the transactions contemplated hereby, (ii) the Parent Termination Fee or accounts designated the Company Termination Fee, as the case may be, is not a penalty, but constitutes liquidated damages, in writing by a reasonable amount that will compensate the Company or Parent, as the case may be, in the circumstances in which the Parent Termination Fee or the Company Termination Fee, as the case may be, is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement. If either the Company or Parent fails to pay the Company Termination Fee or the Parent Termination Fee, as the case may be, when due, and, in order to obtain such payment, the other party commences a suit that results in a judgment against the defaulting party for such Company Termination Fee or Parent Termination Fee, as the case may be, the defaulting party shall pay to the other party its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the amount of the Parent Termination Fee or the Company Termination Fee, as the case may be, from the date such payment was required to be made until the date of payment at the prime rate as published in the “Money Rates” section of the Wall Street Journal, Midwest Edition, in effect on the date such payment was required to be made.

Termination Fee. (a) In the event that: (i) The Company (x) prior to the Effective Time and after the date hereof, any person shall pay have made an Acquisition Proposal, which proposal has been publicly disclosed and not withdrawn or has been made known to Parent senior management of ▇▇▇▇▇▇, or any person shall have publicly announced or made known to senior management of ▇▇▇▇▇▇ an intention (whether or not conditional) to make an Acquisition Proposal, (y) thereafter this Agreement is terminated by either party pursuant to Section 8.1(b)(ii) without the Termination Fee▇▇▇▇▇▇ Shareholder Approval having been obtained or Section 8.1(b)(iv) or by M&T pursuant to Section 8.1(b)(iii) and (z) within 18 months after the termination of this Agreement, by wire transfer of immediately available funds an Acquisition Proposal shall have been consummated or any definitive agreement with respect to an account or accounts designated Acquisition Proposal shall have been entered into (provided that for purposes of the foregoing, the term “Acquisition Proposal” shall have the meaning assigned to such term in writing by Parent, within two (2Section 6.8(b) Business Days after demand by Parent, except that the references to “20%” in the event that definition of an “Acquisition Proposal” in Section 6.8(b) shall be deemed to be references to “50%”); or (Aii) this Agreement is terminated by Parent or the Company M&T pursuant to Section 9.1(b8.1(c); then ▇▇▇▇▇▇ shall pay M&T a fee, in immediately available funds, in the amount of $125,000,000 (the “▇▇▇▇▇▇ Termination Fee”) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) in the case of Annex A is satisfied at the time of such termination a ▇▇▇▇▇▇ Termination Fee payable pursuant to Section 9.1(b8.3(a)(i), (y) immediately following the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf earlier of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Subrespect to, or their Affiliatesthe consummation of, any Acquisition Proposal, and (B) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition case of “Acquisition Proposal” a ▇▇▇▇▇▇ Termination Fee payable pursuant to Section 8.3(a)(ii), as promptly as reasonably practicable after termination (and, in any event, within three Business Days thereof). In no event shall ▇▇▇▇▇▇ be deemed obligated to be a reference to “50%”pay M&T the ▇▇▇▇▇▇ Termination Fee on more than one occasion. (iib) In the event that this Agreement is terminated by the Company either party pursuant to Section 9.1(e8.1(b)(v) and M&T shall be in material breach of its obligations under Section 6.3(b), the Company then M&T shall pay to Parent ▇▇▇▇▇▇ a fee, in immediately available funds, in the amount of $125,000,000 (the “M&T Termination Fee”) as promptly as reasonably practicable after termination (and, in any event, within two (2) three Business Days after demand by Parent, by wire transfer of immediately available funds thereof). In no event shall M&T be obligated to an account or accounts designated in writing by Parentpay ▇▇▇▇▇▇ the M&T Termination Fee on more than one occasion. (iiic) ▇▇▇▇▇▇ and M&T acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither party would enter into this Agreement. The amounts payable by ▇▇▇▇▇▇ pursuant to Section 8.3(b) constitute liquidated damages and not a penalty and shall be the sole monetary remedy of M&T in the event of termination of this Agreement specified in such section. In the event that either party fails to pay when due any amounts payable under this Agreement is terminated by Parent pursuant to Section 9.1(f)8.3, then (i) such party shall reimburse the Company other party for all costs and expenses (including disbursements and reasonable fees of counsel) incurred in connection with the collection of such overdue amount, and (ii) such party shall pay to Parent the Termination Fee, within two other party interest on such overdue amount (2for the period commencing as of the date that such overdue amount was originally required to be paid and ending on the date that such overdue amount is actually paid in full) Business Days after demand by Parent, by wire transfer of immediately available funds at a rate per annum equal to an account or accounts designated the prime rate published in writing by ParentThe Wall Street Journal on the date such payment was required to be made.

Termination Fee. (ia) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate If Buyer terminates this Agreement pursuant to Section 9.1(b9.1(e) is then available to Parent); (B) following the execution and delivery of this Agreement and prior or GSB terminates this Agreement pursuant to such termination Section 9.1(f) of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed andthen GSB shall, in either caseon the date of termination, shall not have been withdrawn or otherwise abandoned; and pay to Buyer the sum of $7.2 million (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated“Termination Fee”). For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” The Termination Fee shall be deemed paid to be a reference Buyer in same day funds. GSB hereby waives any right to “50%”set-off or counterclaim against such amount. (iib) In the event that (i) an Acquisition Proposal with respect to GSB shall have been communicated to or otherwise made known to the shareholders, senior management, or board of directors of GSB, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to GSB after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by GSB or Buyer pursuant to Section 9.1(d) (only if the Company Requisite GSB Shareholder Approval has not theretofore been obtained), (B) by Buyer pursuant to Section 9.1(e), or (C) by GSB or Buyer pursuant to Section 9.1(c)(iv), and (iii) prior to the Company date that is 12 months after the date of such termination, GSB consummates an Acquisition Transaction or enters into an Acquisition Agreement, then GSB shall on the earlier of the date an Acquisition Transaction is consummated or any such Acquisition Agreement is entered into, as applicable, pay Buyer a fee equal to the Termination Fee in same day funds. For the avoidance of doubt, Buyer shall be entitled to no more than one Termination Fee. GSB hereby waives any right to set-off or counterclaim against such amount. (c) The Parties acknowledge that the agreements contained in this Article 9 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, they would not enter into this Agreement; accordingly, if GSB fails to pay promptly any fee payable by it pursuant to this Section 9.3, then GSB shall pay to Parent the Buyer its reasonable costs and expenses (including reasonable attorneys’ fees) in connection with collecting such Termination Fee, within two together with interest on the amount of the fee at the prime annual rate of interest (as published in The Wall Street Journal) plus 2) Business Days after demand by Parent, by wire transfer of immediately available funds % as the same is in effect from time to an account or accounts designated in writing by Parent. (iii) In time from the event that date such payment was due under this Agreement is terminated by Parent pursuant to Section 9.1(f), until the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer date of immediately available funds to an account or accounts designated in writing by Parentpayment.

Termination Fee. (a) If: (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in In the event that (Ai) an Acquisition Proposal involving GETCO shall have been communicated to or otherwise made known to the Holders, senior management or the Board of Directors of GETCO, or any person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal involving GETCO after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by Parent Knight or the Company GETCO pursuant to Section 9.1(b9.1(c) (if the GETCO Holder Approval has not theretofore been obtained) or 9.1(h) or (B) by Knight pursuant to Section 9.1(d) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery willful breach of this Agreement by GETCO and (iii) prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within the date that is twelve (12) months following after the date of such termination of this Agreement, the Company GETCO enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to or consummates an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes Alternative Transaction, then GETCO shall on the date it enters into a definitive agreement pay Knight a fee equal to one-third of the foregoingTermination Fee and pay Knight a fee equal to two-thirds of the Termination Fee upon consummation of such Alternative Transaction (regardless of when such consummation occurs); provided that if an Alternative Transaction is consummated without entering into a definitive agreement, each reference to “25%” the entire Termination Fee shall be payable upon such consummation; provided, further, that for the purpose of clause (iii) above only, all references in the definition of Alternative Transaction to “Acquisition Proposalmore than twenty-five (25) percent” shall be deemed to be a reference instead refer to “more than fifty (50%) percent” and all references in the definition of Alternative Transaction to “at least seventy-five (75) percent” shall instead refer to “at least fifty (50) percent”.; (ii) In the event that this Agreement is terminated by the Company Knight pursuant to Section 9.1(e9.1(g), the Company then GETCO shall pay to Parent Knight the Termination Fee, within two (2) Business Days after demand by Parent, Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.on the date of termination; (iii) In the event that (i) an Acquisition Proposal involving Knight shall have been communicated to or otherwise made known to the stockholders, senior management or Board of Directors of Knight, or any person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal involving Knight after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by Parent Knight or GETCO pursuant to Section 9.1(c) (if the Knight Stockholder Approval has not theretofore been obtained) or Section 9.1(f) or (B) by GETCO pursuant to Section 9.1(d) as result of a willful breach of this Agreement by Knight, and (iii) prior to the date that is twelve (12) months after the date of such termination Knight enters into a definitive agreement with respect to or consummates an Alternative Transaction, then Knight shall on the date it enters into a definitive agreement pay GETCO a fee equal to one-third of the Termination Fee and pay GETCO a fee equal to two-thirds of the Termination Fee upon consummation of such Alternative Transaction (regardless of when such consummation occurs); provided that if an Alternative Transaction is consummated without entering into a definitive agreement, the entire Termination Fee shall be payable upon such consummation; provided, further, that for the purpose of clause (iii) above only, all references in the definition of Alternative Transaction to “more than twenty-five (25) percent” shall instead refer to “more than fifty (50) percent” and all references in the definition of Alternative Transaction to “at least seventy-five (75) percent” shall instead refer to “at least fifty (50) percent”. (iv) In the event the Agreement is terminated by GETCO pursuant to Section 9.1(e), the Company then Knight shall pay to Parent GETCO the Termination Fee, within two (2) Business Days after demand by Parent, Fee by wire transfer of immediately available funds on the date of termination; (v) For the avoidance of doubt, in no event will either Knight or GETCO be obligated to an account or accounts designated in writing by Parent.pay more than one Termination Fee; and

Termination Fee. (i) The If Parent terminates this Agreement pursuant to Section 8.1(a)(ii), then the Company shall pay to Parent promptly, but in no event later than two (2) business days after the date of such termination, a termination fee of US $61.0 million in cash (the “Termination Fee”). (ii) If the Company terminates this Agreement pursuant to Section 8.1(a)(iii), prior to and as a condition to the effectiveness of such termination, the Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two . (2iii) Business Days after demand by Parent, in the event that If (A) this Agreement is terminated by Parent or the Company shall have terminated this Agreement pursuant to Section 9.1(b8.1(a)(i)(2) as a result of the failure to satisfy the Minimum Condition prior to such termination (providedCondition, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such the termination of this Agreement, a bona fide Agreement an Acquisition Proposal (whether or not a continuation or renewal of, or otherwise relating to, an Acquisition Proposal that was publicly announced or became publicly known prior to the execution and delivery of this Agreement) shall have been publicly announced or shall have become publicly disclosed andknown and not publicly withdrawn, in either case, shall not have been withdrawn or otherwise abandoned; and (C) concurrently with, or within twelve (12) months following such termination of this Agreementtermination, the Company enters into a definitive agreement with any Person (other than ParentThird Party Acquisition Event occurs, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e)then, the Company shall pay to Parent promptly, but in no event later than the date of consummation of such Third Party Acquisition Event, the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iiiiv) In the event that If (A) Parent shall have terminated this Agreement is terminated by Parent pursuant to Section 9.1(f)8.1(a)(i)(1) as a result of a breach of a covenant or agreement of the Company under this Agreement or an intentional breach of a representation or warranty of the Company under this Agreement, and (B) following the execution and delivery of this Agreement and prior to the breach forming the basis for such termination, an Acquisition Proposal (whether or not a continuation or renewal of, or otherwise relating to, an Acquisition Proposal that was known to the Company prior to the execution and delivery of this Agreement) is known to the Company, and (C) concurrently with, or within twelve (12) months following such termination, a Third Party Acquisition Event occurs, then, the Company shall pay to Parent promptly, but in no event later than the date of consummation of such Third Party Acquisition Event, the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. (ia) The Company shall If Buyer terminates this Agreement pursuant to Section 9.1(e) of this Agreement or Seller terminates this Agreement pursuant to Section 9.1(f) of this Agreement, then Seller shall, on the date of termination, pay to Parent Buyer the sum of $1,500,000 (the “Termination Fee, by wire transfer of immediately available funds ”). The Termination Fee shall be paid to an account Buyer in same day funds. Seller hereby waives any right to set-off or accounts designated in writing by Parent, within two counterclaim against such amount. (2b) Business Days after demand by Parent, in In the event that (Ai) an Acquisition Proposal with respect to Seller shall have been communicated to or otherwise made known to the shareholders, senior management or board of directors of Seller, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to Seller after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by Parent Seller or the Company Buyer pursuant to Section 9.1(b9.1(d) as a result of (if the failure to satisfy the Minimum Condition prior to such termination Requisite Seller Shareholder Vote has not theretofore been obtained), (provided, that (xB) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination by Buyer pursuant to Section 9.1(b), or (yC) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination by Seller or Buyer pursuant to Section 9.1(b9.1(c)(iii), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (ziii) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within the date that is twelve (12) months following after the date of such termination termination, Seller consummates an Acquisition Transaction or enters into an Acquisition Agreement, then Seller shall on the earlier of the date an Acquisition Transaction is consummated or any such Acquisition Agreement is entered into, as applicable, pay Buyer a fee equal to the Termination Fee in same day funds. Seller hereby waives any right to set-off or counterclaim against such amount. (c) The Parties acknowledge that the agreements contained in this Article 9 are an integral part of the transactions contemplated by this Agreement, the Company enters and that without these agreements, they would not enter into a definitive agreement with this Agreement; accordingly, if Seller fails to pay promptly any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated fee payable by the Company it pursuant to this Section 9.1(e)9.3, the Company then Seller shall pay to Parent the Buyer its reasonable costs and expenses (including reasonable attorneys’ fees) in connection with collecting such Termination Fee, within two together with interest on the amount of the fee at the prime annual rate of interest (as published in The Wall Street Journal) plus 2) Business Days after demand by Parent, by wire transfer of immediately available funds % as the same is in effect from time to an account or accounts designated in writing by Parent. (iii) In time from the event that date such payment was due under this Agreement is terminated by Parent pursuant to Section 9.1(f), until the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer date of immediately available funds to an account or accounts designated in writing by Parentpayment.

Termination Fee. (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in In the event that (A) this Agreement is terminated by Parent or the Company Lambda pursuant to Section 9.1(b7.1(d)(ii) [Pi Adverse Recommendation Change] or Section 7.1(d)(iii) [Pi Material Breach of Non-Solicitation], then Pi shall pay to Lambda the Pi Termination Fee as a result of the failure to satisfy the Minimum Condition prior to such termination promptly as possible (provided, that but in any event within three (x3) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (BBusiness Days) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”termination. (ii) In the event that this Agreement is terminated by the Company Pi pursuant to Section 9.1(e)7.1(c)(ii) [Lambda Adverse Recommendation Change] or Section 7.1(c)(iii) [Lambda Material Breach of Non-Solicitation], the Company then Lambda shall pay to Parent Pi the Lambda Termination Fee, Fee as promptly as possible (but in any event within two three (23) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by ParentDays) following such termination. (iii) In the event that (A) prior to the Lambda Stockholders’ Meeting (or, if earlier, the receipt of Lambda Stockholder Approval) and after the date of this Agreement, an Acquisition Proposal with respect to Lambda is publicly proposed or publicly disclosed or otherwise disclosed to the Lambda Board after the date of this Agreement and not withdrawn prior to the Lambda Stockholders’ Meeting, (B) this Agreement is terminated by Pi or Lambda pursuant to Section 7.1(b)(i) [Termination Date], Section 7.1(b)(iii)(B) [No Lambda Stockholder Approval] or by Pi pursuant to Section 7.1(c)(i) [Lambda Breach] and (C) concurrently with or within nine (9) months after any such termination described in clause (B), Lambda or any of the Lambda Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Acquisition Proposal with respect to Lambda (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of “Acquisition Proposal” for all purposes under this Section 7.3(b)(iii)), then Lambda shall pay to Pi the Lambda Termination Fee as promptly as possible (but in any event within three (3) Business Days) following the earlier of the entry into such definitive agreement or consummation of such Acquisition Proposal. (iv) In the event that (A) prior to the Pi Stockholders’ Meeting, an Acquisition Proposal with respect to Pi is publicly proposed or publicly disclosed or otherwise disclosed to the Pi Board after the date of this Agreement and not withdrawn prior to the Pi Stockholders’ Meeting, (B) this Agreement is terminated by Pi or Lambda pursuant to Section 7.1(b)(i) [Termination Date], Section 7.1(b)(iii)(A) [No Pi Stockholder Approval] or Section 7.1(d)(i) [Pi Breach] and (C) concurrently with or within nine (9) months after any such termination described in clause (B), Pi or any of the Pi Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Acquisition Proposal with respect to Pi (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of “Acquisition Proposal” for all purposes under this Section 7.3(b)(iv)), then Pi shall pay to Lambda the Pi Termination Fee as promptly as possible (but in any event within three (3) Business Days) following the earlier of the entry into such definitive agreement or consummation of such Acquisition Proposal. (v) In the event that this Agreement is terminated by Parent either party pursuant to Section 9.1(f)7.1(b)(i) [Termination Date] and at the time of such termination, (A) the Company Lambda Stockholder Approval shall not have been obtained and (B) Pi would have been permitted to terminate this Agreement pursuant to Section 7.1(c)(ii) [Lambda Adverse Recommendation Change] or Section 7.1(c)(iii) [Lambda Material Breach of Non-Solicitation], then Lambda shall pay to Parent Pi the Lambda Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination. (vi) In the event that this Agreement is terminated by either party pursuant to Section 7.1(b)(i) [Termination Date] and at the time of such termination, (A) the Pi Stockholder Approval shall not have been obtained and (B) Lambda would have been permitted to terminate this Agreement pursuant to Section 7.1(d)(ii) [Pi Adverse Recommendation Change] or Section 7.1(d)(iii) [Pi Material Breach of Non-Solicitation], then Pi shall pay to Lambda the Pi Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination. (vii) As used in this Agreement, “Pi Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer ” shall mean $6,000,000 and “Lambda Termination Fee” shall mean $3,000,000. Each of immediately available funds the Pi Termination Fee and the Lambda Termination Fee is referred to an account or accounts designated in writing by Parentas a “Termination Fee.”

Termination Fee. (i) The Company shall pay to Parent $70,000,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that that: (i) (A) this Agreement is terminated by Parent or the Company pursuant to (1) Section 9.1(b8.1(b)(i) as (but in the case of a result of termination by the failure to satisfy the Minimum Condition prior to Company, only if at such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results Parent would not be prohibited from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate terminating this Agreement pursuant to the last proviso to Section 9.1(b8.1(b)(i)) is then available to Parentor (2) Section 8.1(b)(iii); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed andor publicly known and such Acquisition Proposal has not been publicly and unconditionally withdrawn prior to the date that is five (5) Business Days prior to (1) in the case of clause (A)(1), such termination of this Agreement or (2) in either casethe case of clause (A)(2), shall not have been withdrawn or otherwise abandonedthe Company Stockholders’ Meeting; and (C) within twelve (12) months following such termination of this Agreement, (x) the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) third party with respect to an Acquisition Proposal Transaction or (y) an Acquisition Proposal Transaction is consummated. For purposes ; in which case the Termination Fee shall be payable within two (2) Business Days after the earlier of the foregoing, each reference to “25%” events in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”.clause (C)(x) or (y); (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e8.1(c)(ii), the Company shall pay to Parent in which case the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer Fee shall be payable concurrently with and as a condition to the effectiveness of immediately available funds to an account or accounts designated in writing by Parent.such termination; or (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f8.1(d)(ii), the Company shall pay to Parent in which case the Termination Fee, Fee shall be payable within two (2) Business Days after demand by Parent, by wire transfer such termination. For purposes of immediately available funds the references to an account “Acquisition Proposal” or accounts designated an “Acquisition Transaction” in writing by ParentSection 8.3(b)(i), all references to “twenty percent (20%)” or “eighty percent (80%)” in the definition of “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%).”

Termination Fee. (a) If this Agreement is terminated: (i) The Company by Marigold pursuant to Section 8.1(f); or (ii) by Montage or Marigold pursuant to Section 8.1(c) or Section 8.1(e)(i), or by Marigold pursuant to Section 8.1(d), and in the case of clause (ii) of this sentence: (I)(x) in the case of a termination pursuant to Section 8.1(e)(i), at or prior to the Montage Shareholder Meeting a bona fide Acquisition Proposal made after the date hereof with respect to Montage shall have been publicly disclosed or announced, and such Acquisition Proposal shall not have been withdrawn prior to the completion of the Montage Shareholder Meeting and (y) in the case of a termination pursuant to Section 8.1(c) or Section 8.1(d), prior to such termination a bona fide Acquisition Proposal with respect to Montage shall have been publicly disclosed or announced, and such Acquisition Proposal shall not have been withdrawn, and provided that the Required Montage Vote shall not have been obtained at the Montage Shareholder Meeting (including any adjournment or postponement thereof); and (II): (1) on or prior to the first anniversary of such termination of this Agreement, an Acquisition Transaction with respect to Montage is consummated; or (2) (x) on or prior to the first anniversary of such termination of this Agreement, a definitive agreement relating to an Acquisition Transaction with respect to Montage is entered into by Montage, and (y) such Acquisition Transaction is subsequently consummated, Montage shall pay to Parent Marigold or its designee, in cash at the time specified in the following sentence, a fee in the amount of $80 million (the “Montage Termination Fee”), by wire transfer less, in the case of immediately available funds a termination pursuant to an account or accounts designated Section 8.1(e)(i), the Montage No Vote Fee that shall have been paid as provided below. The Montage Termination Fee shall be paid as follows: (x) in writing by Parentthe case of clause (i) of the preceding sentence, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (Cy) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition case of “Acquisition Proposal” shall be deemed to be a reference to “50%”. clause (ii) In of the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Feepreceding sentence, within two (2) Business Days after demand the consummation of the applicable Acquisition Transaction. “Acquisition Transaction” for purposes of clause (II) of clause (ii) of this Section 8.3(a) shall have the meaning assigned thereto in the definition thereof set forth in Section 9.3 except that references in the definition to “20%” shall be replaced by Parent“50%.” Without limiting the foregoing, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) In the event that if this Agreement is terminated by Parent either Marigold or Montage pursuant to Section 9.1(f8.1(e)(i), the Company then Montage shall pay to Parent Marigold or its designee, in cash at the Termination time specified in the following sentence, a nonrefundable fee in the amount of $20 million (the “Montage No Vote Fee, ”). The Montage No Vote Fee shall be paid within two (2) Business Days after demand by Parent, by wire transfer the termination of immediately available funds to an account or accounts designated in writing by Parentthis Agreement.

Termination Fee. (a) SSE shall pay to NVSL a fee if this Agreement is terminated as follows: (i) The Company if this Agreement is terminated by NVSL pursuant to Section 7.1(f), so long as at the time of such termination NVSL is not in material breach of any representation, warranty or material covenant contained herein, SSE shall make payment to NVSL of a termination fee in the amount of $900,000; and (ii) if this Agreement is terminated by (A) either party pursuant to Section 7.1(b) or (B) by NVSL pursuant to Section 7.1(e) because of SSE’s breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of (A) or (B) an Acquisition Proposal with respect to SSE shall have been publicly announced or otherwise communicated or made known to SSE’s Board of Directors (or any person shall have publicly announced, communicated or made known to SSE’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and on or before the date of the Stockholders Meeting, in the case of clause (A), or the date of termination, in the case of clause (B), then SSE shall pay (x) $450,000 to NVSL on the second business day following such termination and (y) if within 12 months after such termination SSE enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then SSE shall pay $450,000 on the date of such execution or consummation. Notwithstanding anything to the contrary contained herein, SSE shall not be obligated to pay aggregate termination fees in excess of $900,000 pursuant to this Section 7.2(a). (b) If this Agreement is terminated by either party pursuant to Section 7.1(d) because the condition set forth in Section 6.1(g) shall not have been satisfied, then in order to reimburse SSE for its expenses, including the fees and expenses of lawyers, accountants and investment bankers, in connection with the termination of the transactions contemplated by this Agreement: (i) NVSL shall pay to Parent SSE a termination fee of $900,000 if the Termination Feefailure to satisfy the condition set forth in Section 6.1(g) results from NVSL MHC’s election not to consummate the Conversion after having received the approval, consent or waiver of each Governmental Entity and satisfied all other conditions precedent required to consummate the Conversion; or (ii) NVSL shall pay to SSE a termination fee of $350,000 if the failure to satisfy the condition set forth in Section 6.1(g) results from any other reason. (iii) Notwithstanding anything to the contrary contained herein, NVSL shall not be obligated to pay aggregate termination fees in excess of $900,000 pursuant to this Section 7.2(b). (c) Any fee payable pursuant to this Section 7.2 shall be made by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two days after notice of demand for payment. (2d) Business Days after demand by Parent, The parties acknowledge that the agreements contained in the event that Section 7.2(a)and (Ab) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result are an integral part of the failure to satisfy the Minimum Condition prior to such termination (providedtransactions contemplated by this Agreement, that (x) without such agreements the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of parties would not have entered into this Agreement and prior that such amounts do not constitute a penalty. If either party fails to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced pay the amounts due by them under Section 7.2(a) or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (Cb) within twelve the time periods specified, such party shall pay the costs and expenses (12including reasonable legal fees and expenses) months following such termination of this Agreement, incurred by the Company enters into a definitive agreement other party in connection with any Person (other than Parentaction, Acquisition Subincluding the filing of any lawsuit, or their Affiliates) taken to collect payment of such amounts, together with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes interest on the amount of any such unpaid amounts at the foregoingprime lending rate prevailing during such period as published in The Wall Street Journal, each reference to “25%” in calculated on a daily basis from the definition of “Acquisition Proposal” shall be deemed date such amounts were required to be a reference to “50%”paid until the date of actual payment. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. Notwithstanding any provision in this Agreement to the contrary, if: (ia) The this Agreement is terminated by the Company pursuant to Section 7.1(g), then the Company shall pay to Parent an amount in cash equal to $960,000 (the “Termination Fee”) concurrently with and as a condition to the effectiveness of the termination of this Agreement by the Company pursuant to Section 7.1(g); (b) (i) after the date of this Agreement, by wire transfer of immediately available funds any bona fide Company Alternative Proposal (with each reference to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, “20%” in the event that (Adefinition thereof replaced with “50%”) shall have been publicly announced and not withdrawn prior to the Company Meeting and this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b7.1(d), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (zii) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); concurrently with or within fifteen (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (1215) months following after such termination of this Agreementtermination, the Company enters into a any definitive agreement providing for a Company Alternative Proposal (with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “2520%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to thereof replaced with “50%”. (ii) In the event that this Agreement is terminated shall have been entered into by the Company pursuant or a Company Alternative Proposal (with each reference to Section 9.1(e)“20%” in the definition thereof replaced with “50%”) shall have been consummated, then the Company shall pay to Parent the Termination FeeFee in cash (it being understood by the parties that in no event shall Parent be entitled to receive an amount exceeding the Termination Fee or to receive the Termination Fee on more than one occasion), within two upon the earlier of consummation of the Company Alternative Proposal (2with each reference to “20%” in the definition thereof replaced with “50%”) Business Days after demand by Parentor the date on which the Company enters into the agreement providing for such Company Alternative Proposal (with each reference to “20%” in the definition thereof replaced with “50%”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parentas applicable. (iiic) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f)7.1(h) and, at the time of the Company Change of Recommendation, a Company Alternative Proposal (with each reference to “20%” in the definition thereof replaced with “50%”) had been made and not withdrawn, then the Company shall pay to Parent the Termination Fee, Fee in cash within two (2) Business Days after demand by Parentof the date of such termination. Notwithstanding anything to the contrary, by wire transfer payment of immediately available funds the Termination Fee shall be the sole and exclusive remedy of Parent and Merger Sub in the case of any such termination described in this Section 7.2 and, upon payment of such Termination Fee, the Company and its Affiliates shall have no further liability to an account Parent or accounts designated in writing by ParentMerger Sub with respect to this Agreement or the transactions contemplated hereby, provided that nothing herein shall release any party from liability for fraud or intentional breach.

Termination Fee. (a) If, but only if, the Agreement is terminated by: (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2x) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by either Parent or the Company pursuant to Section 9.1(b7.1(b)(i) as a result of the failure or Section 7.1(b)(iii) or by Parent pursuant to satisfy the Minimum Condition prior to such termination Section 7.1(d)(i), and (provided, that (xy) the condition to the Offer set forth in clause (A) the Company receives or has received a Competing Proposal from a Third Party after the date hereof which Competing Proposal is publicly disclosed or any Third Party shall have publicly announced an intention to make a Competing Proposal or a Competing Proposal shall have otherwise become known to the Company or the Company Board, and in each case such Competing Proposal was not publicly withdrawn at least five (5) Business Days prior to the Termination Date, in respect of Annex A is satisfied at the time of such a termination pursuant to Section 9.1(b7.1(b)(i) or Section 7.1(b)(iii), respectively, or at least five (y5) the condition Business Days prior to the Offer set forth date of termination of the Agreement in clause (C)(1) respect of Annex A is satisfied at the time of such a termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause 7.1(d)(i) and (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such of the termination of this Agreement, the Company or its subsidiaries or Affiliated Entities enters into a definitive agreement with any Person (other than Parent, Acquisition Subrespect to, or their Affiliatesconsummates, a transaction in connection with a Competing Proposal (regardless of whether such Competing Proposal is the same one referred to in clause (A) with respect above), then the Company shall pay, or cause to be paid, to Parent (or such person who may be designated by Parent) an Acquisition amount equal to $47,000,000 (the “Termination Fee”) not later than the second (2nd) Business Day following the earlier to occur of the entry into a definitive agreement concerning a Competing Proposal or an Acquisition Proposal is consummated. For the date of the consummation of a transaction arising from such Competing Proposal; provided, however, that for purposes of this Section 7.3(a)(i), the foregoing, each reference references to “25fifteen percent (15%)” in the definition of “Acquisition Proposal” Competing Proposal shall be deemed to be a reference references to “fifty percent (50%”. (ii) In )” and a Competing Proposal shall not be deemed to have been “publicly withdrawn” by any Third Party if, within 12 months of the event that this Agreement is terminated by the Company pursuant to Section 9.1(e)relevant termination, the Company or any of its subsidiaries or Affiliated Entities shall pay have entered into a definitive agreement with respect to Parent the Termination Fee, within two (2) Business Days after demand a Competing Proposal or shall have consummated a Competing Proposal made by Parent, by wire transfer or on behalf of immediately available funds to an account such Third Party or accounts designated in writing by Parent. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer any of immediately available funds to an account or accounts designated in writing by Parent.its Affiliates; or

Termination Fee. (i) The If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii), then the Company shall pay to Parent the Termination Fee, by wire transfer of in immediately available funds to an account or accounts designated in writing by Parent$26,757,615 (the “Termination Fee”), within two (2) Business Days after demand by Parent, in the event that such termination. (ii) If (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b10.01(b)(i) as a result of the failure to satisfy the Minimum Condition prior to such termination (providedor 10.01(b)(iii), that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination or by Parent pursuant to Section 9.1(b10.01(c)(ii), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) after the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery date of this Agreement and prior to such termination (in the case of this Agreementa termination pursuant to Section 10.01(b)(i)), prior to the Company Stockholder Meeting (in the case of a bona fide termination pursuant to Section 10.01(b)(iii)) or prior to the breach giving rise to Parent’s right to terminate under Section 10.01(c)(ii) (in the case of a termination pursuant to Section 10.01(c)(ii)), an Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, otherwise communicated to the Board of Directors of the Company or its stockholders and shall not have been withdrawn prior to such termination (in the case of a termination pursuant to Section 10.01(b)(i)), prior to the Company Stockholder Meeting (in the case of a termination pursuant to Section 10.01(b)(iii)) or otherwise abandoned; prior to the breach giving rise to Parent’s right to terminate under Section 10.01(c)(ii) (in the case of a termination pursuant to Section 10.01(c)(ii)) and (C) within twelve (12) 12 months following the date of such termination of this Agreementtermination, the Company enters shall have entered into a definitive agreement with any Person (other than Parent, respect an Acquisition Sub, Proposal or their Affiliates) with respect recommended to its stockholders an Acquisition Proposal or an Acquisition Proposal is consummated. For shall have been consummated (provided that for purposes of the foregoingthis clause (C), each reference to “2510%” in the definition of “Acquisition Proposal” Proposal shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), then the Company shall pay to Parent in immediately available funds, concurrently with the occurrence of the applicable event described in clause (C), the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds . In no event shall Parent be entitled to an account or accounts designated in writing by Parent. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent receive the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by ParentFee on more than one occasion.

Termination Fee. (i) The If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(ii), or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent the Termination Fee, by wire transfer of Holdco in immediately available funds $54,900,000 (the “Termination Fee”) in order to an account compensate Parent Holdco for the loss of opportunity or accounts designated rights under this Agreement and expenses incurred in writing furtherance of the transactions contemplated by this Agreement by Parent Holdco after the date hereof. Such payment shall be made, in the case of a termination by Parent, within two (2) one Business Days Day after demand by Parentsuch termination and, in the event case of a termination by the Company, immediately before and as a condition to such termination (provided that Parent has provided wire instructions with respect to such payment and otherwise promptly following receipt of such wire instructions). (ii) If (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b10.01(b)(i) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to or Section 9.1(b10.01(b)(iii), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) after the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery date of this Agreement and prior to such termination of this Agreementtermination, a bona fide an Acquisition Proposal shall have been publicly announced or shall have become and not publicly disclosed andand unconditionally withdrawn at least five (5) Business Days prior to (x) the date of termination, in either casethe case of a termination pursuant to Section 10.01(b)(i) or (y) the Company Stockholder Meeting, in the case of a termination pursuant to Section 10.01(b)(iii), (C) in the case of a termination pursuant to Section 10.01(b)(i), at the time of such termination the condition set forth in Section 9.01(a) shall not have been withdrawn or otherwise abandoned; satisfied, and (CD) within twelve nine (129) months following the date of such termination of this Agreementtermination, the Company enters shall have entered into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to or recommended to its stockholders an Acquisition Proposal or an Acquisition Proposal is consummated. For shall have been consummated (provided that for purposes of the foregoingthis clause (ii), each reference to “2515%” in the definition of “Acquisition Proposal” Proposal shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), then the Company shall pay to Parent Holdco in immediately available funds, concurrently with the occurrence of the applicable event described in clause (D), the Termination Fee, within two (2) Business Days Fee in order to compensate Parent Holdco for the loss of opportunity or rights under this Agreement and expenses incurred in furtherance of the transactions contemplated by this Agreement by Parent Holdco after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentthe date hereof. (iii) In For the avoidance of doubt, in no event that this Agreement is terminated by Parent pursuant shall the Company be obligated to Section 9.1(f)pay, or cause to be paid, the Company shall pay to Parent the Termination Fee, within two Fee on more than one (21) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentoccasion.

Termination Fee. (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in In the event that (A) this Agreement is terminated by Parent or the Company East pursuant to Section 9.1(b7.1(d)(ii) [Central Adverse Recommendation Change] or Section 7.1(d)(iii) [Central Material Breach of Non-Solicitation], then Central shall pay to East the Termination Fee as a result of the failure to satisfy the Minimum Condition prior to such termination promptly as possible (provided, that but in any event within three (x3) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (BBusiness Days) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”termination. (ii) In the event that this Agreement is terminated by the Company Central pursuant to Section 9.1(e)7.1(c)(ii) [East Adverse Recommendation Change] or Section 7.1(c)(iii) [East Material Breach of Non-Solicitation], the Company then East shall pay to Parent Central the Termination Fee, Fee as promptly as possible (but in any event within two three (23) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by ParentDays) following such termination. (iii) In the event that (A) prior to the East Stockholders’ Meeting, an Acquisition Proposal with respect to East is publicly proposed or publicly disclosed after the date of this Agreement , (B) this Agreement is terminated by Central or East pursuant to Section 7.1(b)(i) [Termination Date], Section 7.1(b)(iii) [No East Stockholder Approval] or Section 7.1(c)(i) [East Breach], and (C) concurrently with or within nine (9) months after any such termination described in clause (B), East or any of the East Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Acquisition Proposal with respect to East (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of “Acquisition Proposal” for all purposes under this Section 7.3(b)(iii)), then East shall pay to Central the Termination Fee as promptly as possible (but in any event within three (3) Business Days) following the earlier of the entry into such definitive agreement or consummation of such Acquisition Proposal. (iv) In the event that (A) prior to the Central Stockholders’ Meeting, an Acquisition Proposal with respect to Central is publicly proposed or publicly disclosed after the date of this Agreement, (B) this Agreement is terminated by Central or East pursuant to Section 7.1(b)(i) [Termination Date], Section 7.1(b)(iv) [No Central Stockholder Approval] or Section 7.1(d)(i) [Central Breach], and (C) concurrently with or within nine (9) months after any such termination described in clause (B), Central or any of the Central Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Acquisition Proposal with respect to Central (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of “Acquisition Proposal” for all purposes under this Section 7.3(b)(iv)), then Central shall pay to East the Termination Fee as promptly as possible (but in any event within three (3) Business Days) following the earlier of the entry into such definitive agreement or consummation of such Acquisition Proposal. (v) In the event that this Agreement is terminated by Parent either party pursuant to Section 9.1(f)7.1(b)(i) [Termination Date] and at the time of such termination, (A) the Company East Stockholder Approval shall not have been obtained and (B) Central would have been permitted to terminate this Agreement pursuant to Section 7.1(c)(ii) [East Adverse Recommendation Change] or Section 7.1(c)(iii) [East Material Breach of Non-Solicitation], then East shall pay to Parent Central the Termination Fee, Fee as promptly as possible (but in any event within two three (23) Business Days after demand Days) following such termination. (vi) In the event that this Agreement is terminated by Parenteither party pursuant to Section 7.1(b)(i) [Termination Date] and at the time of such termination, by wire transfer (A) the Central Stockholder Approval shall not have been obtained and (B) East would have been permitted to terminate this Agreement pursuant to Section 7.1(d)(ii) [Central Adverse Recommendation Change] or Section 7.1(d)(iii) [Central Material Breach of immediately available funds Non-Solicitation], then Central shall pay to an account or accounts designated East the Termination Fee as promptly as possible (but in writing by Parentany event within three (3) Business Days) following such termination. (vii) As used in this Agreement:

Termination Fee. (a) If: (i) The Company Sabre shall terminate this Agreement pursuant to Section 8.1(e), unless at the time of such failure to recommend, withdrawal or adverse modification or change, failure to call the Preview Stockholders Meeting or recommendation of a Superior Proposal, any of the conditions set forth in Section 7.3(a) or (b) would not have been satisfied as of such date and would not be reasonably capable of being satisfied; or (ii) either Preview or Sabre shall terminate this Agreement pursuant to Section 8.1(d) and prior to the Preview Stockholders Meeting any Person shall have publicly announced an Acquisition Proposal and within six months after such termination Preview enters into a definitive agreement with respect to, or consummates, any Acquisition Proposal; or (iii) Sabre shall terminate this Agreement pursuant to Section 8.1(f) and prior to such termination any Person shall have publicly announced an Acquisition Proposal and within six months after such termination Preview enters into a definitive agreement with respect to, or consummates, any Acquisition Proposal; or (iv) Preview shall terminate this Agreement pursuant to Section 8.1(h). then, (x) in the case of clauses (i) and (iv), Preview shall pay to Parent Sabre, not later than the Termination Feedate of termination of this Agreement, an amount equal to $10,000,000, and (y) in the case of clauses (ii) and (iii), Preview shall pay to Sabre, not later than the date a definitive agreement is entered into with respect to any Acquisition Proposal or any Acquisition Proposal is consummated, an amount equal to $10,000,000 less any amounts previously paid pursuant to Section 8.3(b). Receipt by Sabre of the final payment to which Sabre is entitled in connection with the events described in clauses (i), (ii) and (iii) (other than in the case of the events described in clause (iii), if the breach involved constitutes a willful breach) and (iv), as applicable, referred to in the foregoing sentence shall constitute conclusive evidence that this Agreement has been validly terminated and upon acceptance of payment of such amount, Preview shall be fully released and discharged from any liability or obligation resulting from or under this Agreement. (b) If no fee is payable pursuant to Section 8.3(a) and Sabre shall terminate this Agreement pursuant to Section 8.1(f), then, in any such case, Preview shall, upon request of Sabre, reimburse Sabre for all of its Expenses (documented in reasonable detail) incurred in connection with this Agreement and the transactions contemplated hereby up to an aggregate of $4,000,000. (c) If Preview shall terminate this Agreement pursuant to Section 8.1(g), then Sabre shall, upon request of Preview, reimburse Preview for all of its Expenses (documented in reasonable detail) incurred in connection with this Agreement and the transactions contemplated hereby up to an aggregate of $3,000,000. (d) If this Agreement is terminated for any reason, then in addition to any other payments required under this Section 8.3, Preview shall reimburse Sabre for all payments made by Sabre to AOL to discharge Preview's obligations under Section 4.1 of the AOL Agreements. (e) All payments and reimbursements made under this Section 8.3 shall be made by wire transfer of immediately available funds to an account specified by Sabre or accounts designated in writing by ParentPreview, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”applicable. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. (a) In the event that (i) The before the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have been communicated to or otherwise made known to the shareholders, senior management or the board of directors of the Company, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by the Company or Parent pursuant to Section 8.1(b) (if the Company Shareholder Approval has not theretofore been obtained) or (B) by Parent pursuant to Section 8.1(f) and (iii) prior to the date that is twelve (12) months after the date of such termination, the Company consummates an Alternative Transaction or enters into an Acquisition Agreement, in each case, whether or not relating to the same Acquisition Proposal as that referenced in clause (i), then the Company shall on the earlier of (x) the date an Alternative Transaction is consummated or (y) the date any such Acquisition Agreement is entered into, as applicable, pay Parent a fee equal to Parent $8,000,000 (the “Termination Fee, ”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”funds. (iib) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f8.1(g), then the Company shall, on the date of termination, pay Parent the Termination Fee by wire transfer of immediately available funds. (c) Each of the Company and Parent acknowledges that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and the Company, respectively, would not enter into this Agreement; accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.3, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.3 or any portion thereof, the Company shall pay to Parent its fees and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit. In addition, if the Termination FeeCompany fails to pay the amounts payable pursuant to this Section 8.3, within two then the Company shall pay interest on such overdue amounts (2for the period commencing as of the date that such overdue amount was originally required to be paid and ending on the date that such overdue amount is actually paid in full) Business Days after demand by Parent, by wire transfer at a rate per annum equal to the “prime rate” published in The Wall Street Journal on the date such payment was required to be made plus 300 basis points for the period commencing as of immediately available funds the date that such overdue amount was originally required to an account or accounts designated in writing by Parentbe paid.

Termination Fee. (ia) The In the event of termination of this Agreement by Parent pursuant to Section 8.1(g), the Company shall pay to Parent the Termination FeeParent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentsame day funds, within two (2) Business Days after demand by Parent, a fee in the amount of $18,500,000 (the “Termination Fee”). (b) In the event that (A) of termination of this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b8.1(f), Parent shall pay the Company, by wire transfer of same day funds, the Termination Fee. (yc) In the condition to event that after the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery date of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced made known to senior management or the Board of Directors of the Company or shall have become been made directly to its stockholders generally or any person shall have publicly disclosed and, in either case, shall announced (and not have been withdrawn or otherwise abandoned; and (Cwithdrawn) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, an Acquisition Sub, or their Affiliates) Proposal with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. Company and (iii) In the event that (A) thereafter this Agreement is terminated by either Parent or the Company pursuant to Section 9.1(e), 8.1(b)(i) or pursuant to Section 8.1(d) without the Requisite Company shall pay to Parent the Termination Fee, within two Vote having been obtained or (2B) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) In the event that thereafter this Agreement is terminated by Parent pursuant to Section 9.1(f8.1(e), and (ii) prior to the date that is twelve (12) months after the date of such termination, the Company shall enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then the Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds same day funds, the Termination Fee; provided, that for purposes of this Section 8.2(c), all references in the definition of Acquisition Proposal to “twenty-five percent (25%)” shall instead refer to “fifty percent (50%)”. (d) The Company and Parent acknowledge that the agreements contained in this Section 8.2 are an account integral part of the transactions contemplated by this Agreement, and that, without these agreements, the other party would not enter into this Agreement. Accordingly, if the Company or accounts designated Parent fails promptly to pay the amount due pursuant to this Section 8.2, and, in writing by Parentorder to obtain such payment, the other party commences a suit which results in a judgment against the non-paying party for the Termination Fee or any portion thereof, then such non-paying party shall pay the costs and expenses of the other party (including reasonable attorneys’ fees and expenses) in connection with such suit. The amounts payable pursuant to Sections 8.2(a), (b) and (c) constitute liquidated damages and not a penalty and, except in the case of fraud or willful misconduct, shall be the sole remedy of the party receiving such payment in the event of termination of this Agreement on the bases specified in such sections.

Termination Fee. (ia) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in In the event that (Ai) after the date hereof and prior to the R&B Stockholders Meeting an R&B Takeover Proposal shall have been made known to R&B or shall have been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make an R&B Takeover Proposal and thereafter this Agreement is terminated by either FDC or R&B pursuant to Section 8.1(b) or 8.1(d) (provided that the basis for such termination is that the R&B Stockholder Approval shall not have been obtained and provided, further, that the FDC stockholders shall not have voted to disapprove this Agreement) or (ii) this Agreement is terminated (x) by Parent or the Company R&B pursuant to Section 9.1(b8.1(g) as a result of the failure to satisfy the Minimum Condition prior to such termination or (provided, that (xy) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination by FDC pursuant to Section 9.1(b8.1(f), (y) then R&B shall promptly, but in no event later than two days after the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time date of such termination pursuant termination, pay FDC a fee equal to Section 9.1(b$100 million (the "Termination Fee"), except where the failure to meet such condition arises out payable by wire transfer of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause same day funds (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For for purposes of the foregoing, each the references to 20% in the exception in the parenthetical to the next succeeding proviso shall be deemed to be references to 15%); provided, however, that no Termination Fee shall be payable to FDC in any circumstance in which FDC stockholders vote to disapprove this Agreement and provided further, that no Termination Fee shall be payable to FDC pursuant to clause (i) of this paragraph (a) or pursuant to a termination by FDC pursuant to Section 8.1(f) unless and until within 18 months of such termination R&B or any of its subsidiaries enters into any R&B Acquisition Agreement or consummates any R&B Takeover Proposal (for the purposes of the foregoing proviso the terms "R&B Acquisition Agreement" and "R&B Takeover Proposal" shall have the meanings assigned to such terms in Section 6.10 (except that the reference to “25%” the "acquisition or purchase of a business or shares of any class of equity securities of R&B or any of its subsidiaries" in the definition of “Acquisition "R&B Takeover Proposal” " in Section 6.10 shall be deemed to be a reference to “50%”the "acquisition or purchase of a business that constitutes 20% or more of the net revenues, net income or the assets of R&B and its subsidiaries, taken as a whole, or 20% of any class of equity securities of R&B or any of its subsidiaries")) in which event the Termination Fee shall be payable upon the first to occur of such events. R&B acknowledges that the agreements contained in this Section 8.3(a) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, FDC would not enter into this Agreement; accordingly, if R&B fails promptly to pay the amount due pursuant to this Section 8.3(a), and, in order to obtain such payment, FDC commences a suit which results in a judgment against R&B for the fee set forth in this Section 8.3(a), R&B shall pay to FDC its costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of Citibank N.A. in effect on the date such payment was required to be made. (iib) In the event that (i) after the date hereof and prior to the FDC Stockholders Meeting an FDC Takeover Proposal shall have been made known to FDC or any of its subsidiaries or shall have been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make an FDC Takeover Proposal and thereafter this Agreement is terminated by the Company either FDC or R&B pursuant to Section 9.1(e8.1(b) or 8.1(d) (provided that the basis for such termination is that the FDC Stockholder Approval shall not have been obtained and provided, further, that the R&B stockholders shall not have voted to disapprove this Agreement) or (ii) this Agreement is terminated (x) by FDC pursuant to Section 8.1(e) or (y) by R&B pursuant to Section 8.1(h), then FDC shall promptly, but in no event later than two days after the Company shall date of such termination, pay to Parent R&B the Termination Fee, within two (2) Business Days after demand by Parent, payable by wire transfer of immediately available same day funds (for purposes of the foregoing, the references to an account or accounts designated 20% in writing by Parent. (iii) In the event exception in the parenthetical to the next succeeding proviso shall be deemed to be references to 15%); provided, however, that no Termination Fee shall be payable to R&B in any circumstance in which R&B stockholders vote to disapprove this Agreement is terminated and provided further, that no Termination Fee shall be payable to R&B pursuant to clause (i) of this paragraph (b) or pursuant to a termination by Parent R&B pursuant to Section 9.1(f8.1(h) unless and until within 18 months of such termination FDC or any of its subsidiaries enters into any FDC Acquisition Agreement or consummates any FDC Takeover Proposal (for the purposes of the foregoing proviso the terms "FDC Acquisition Agreement" and "FDC Takeover Proposal" shall have the meanings assigned to such terms in Section 6.11 (except that the reference to the "acquisition or purchase of a business or shares of any class of equity securities of FDC or any of its subsidiaries" in the definition of "FDC Takeover Proposal" in Section 6.11 shall be deemed to be a reference to the "acquisition or purchase of a business that constitutes 20% or more of the net revenues, net income or the assets of FDC and its subsidiaries, taken as a whole, or 20% of any class of equity securities of FDC or any of its subsidiaries"), in which event the Company Termination Fee shall be payable upon the first to occur of such events. FDC acknowledges that the agreements contained in this Section 8.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, R&B would not enter into this Agreement; accordingly, if FDC fails promptly to pay the amount due pursuant to this Section 8.3(b), and, in order to obtain such payment, R&B commences a suit which results in a judgment against FDC for the fee set forth in this Section 8.3(b), FDC shall pay to Parent R&B its costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer amount of immediately available funds the fee at the prime rate of Citibank N.A. in effect on the date such payment was required to an account or accounts designated in writing by Parentbe made.

Termination Fee. (ia) The Company If Parent terminates this Agreement pursuant to Section 9.1(e) of this Agreement or BFTL terminates this Agreement pursuant to Section 9.1(f) of this Agreement, then BFTL shall pay to Parent the sum of $1,400,000 (the “Termination Fee, by wire transfer ”) within five business days of immediately available funds the termination date. The Termination Fee shall be paid to an account Parent in same day funds. BFTL hereby waives any right to set-off or accounts designated in writing by Parent, within two counterclaim against such amount. (2b) Business Days after demand by Parent, in In the event that (Ai) an Acquisition Proposal with respect to BFTL shall have been communicated to or otherwise made known to the shareholders, senior management or Board of Directors of BFTL, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to BFTL, in either case after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by BFTL or Parent or the Company pursuant to Section 9.1(b9.1(d) as a result of (if the failure to satisfy the Minimum Condition prior to such termination Requisite BFTL Shareholder Vote has not theretofore been obtained), (provided, that (xB) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination by Parent pursuant to Section 9.1(b), or (yC) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination by BFTL or Parent pursuant to Section 9.1(b9.1(c)(iii), except where and (iii) prior to the failure date that is 12 months after the date of such termination, BFTL consummates an Acquisition Transaction or enters into an Acquisition Agreement that is ultimately consummated, then BFTL shall on the date an Acquisition Transaction is consummated, pay Parent a fee equal to meet the Termination Fee in same day funds. BFTL hereby waives any right to set-off or counterclaim against such condition arises out of or results from a Legal Proceeding brought by or on behalf amount. (c) The Parties acknowledge that the agreements contained in this Article 9 are an integral part of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of transactions contemplated by this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed andand that without these agreements, in either case, shall Parent would not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of enter into this Agreement; accordingly, the Company enters into a definitive agreement with if BFTL fails to pay promptly any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated fee payable by the Company it pursuant to this Section 9.1(e)9.3, the Company then BFTL shall pay to Parent the its reasonable costs and expenses (including reasonable attorneys’ fees) in connection with collecting such Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. (i) The In the event that this Agreement is terminated by Parent pursuant to Section 8.1(c)(ii) or by Parent or the Company pursuant to Section 8.1(b)(iii) following a Change of Board Recommendation or by the Company pursuant to Section 8.1(d)(ii), then the Company shall pay or cause to be paid to Parent (or its designees) a nonrefundable amount in cash equal to $8,160,000 (the “Termination Fee”), less any Parent Expense Reimbursement paid by the Company, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, payable no later than two (2) Business Days after the date of such termination. (ii) In the event that this Agreement is terminated: (A) (1) by Parent or the Company pursuant to Section 8.1(b)(i) and an Acquisition Proposal was publicly proposed or announced or otherwise communicated to the Board of Directors or shareholders of the Company by any Person after the date of this Agreement and not withdrawn prior to such termination; or (2) by Parent or the Company pursuant to Section 8.1(b)(iii) and an Acquisition Proposal was publicly proposed or announced or otherwise communicated to the Board of Directors or shareholders of the Company by any Person after the date of this Agreement and not withdrawn prior to such termination; and (B) in any such event, within twelve (12) months after such termination of this Agreement either (1) an Acquisition Proposal shall have been consummated or (2) the Company enters into a definitive agreement with respect to an Acquisition Proposal that is subsequently consummated, then, within two (2) Business Days after demand by Parent, in following the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time earlier of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreementconsummation, the Company enters into a definitive agreement with any Person shall pay or cause to be paid to Parent (other than Parent, Acquisition Sub, or their Affiliatesits designees) with respect the Termination Fee by wire transfer of immediately available funds to an Acquisition Proposal or an Acquisition Proposal is consummatedaccount designated in writing by Parent. For purposes of the foregoingthis Section 8.3(a)(ii), each reference to “2520%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%.”. (iiiii) In The parties agree and understand that in no event shall the event that Company be required to pay the Termination Fee on more than one occasion. Notwithstanding anything to the contrary in this Agreement Agreement, (A) if Parent is terminated by entitled to receive payment of the Termination Fee from the Company pursuant to this Section 9.1(e)8.3, except in the case of fraud, such payment shall be the sole and exclusive remedy of Parent and Merger Sub against the Company and its Subsidiaries and their respective former, current or future officers, directors, partners, shareholders, managers, members, Affiliates and Representatives and none of the Company, any of its Subsidiaries or any of their respective former, current or future officers, directors, partners, shareholders, managers, members, Affiliates or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby; (B) if Parent or Merger Sub receives any payments from the Company in respect of any breach of this Agreement, and thereafter Parent is entitled to receive the Termination Fee under this Section 8.3, the amount of such Termination Fee shall be reduced by the aggregate amount of any payments made by the Company shall pay to Parent or Merger Sub in respect of any such breaches of this Agreement; and (C) in no event shall the Company’s liability for monetary damages to Parent or Merger Sub in respect of any breach (except in the case of fraud) by the Company of Section 6.3 exceed the Termination Fee (inclusive of any amounts paid of the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent). (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. (ia) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in In the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b(i) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate either Party terminates this Agreement pursuant to Section 9.1(b6.1(c)(ii), or (ii) is then available SBC terminates this Agreement pursuant to ParentSection 6.1(b); , as a result of a willful breach of a covenant or agreement by VBI or the Bank, or pursuant to Sections 6.1(e)(i) or 6.1(e)(ii), (B) following at any time after the execution and delivery date of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal VBI shall have received or there shall have been publicly announced or shall have become publicly disclosed and, in either case, shall an Acquisition Proposal that has not have been formally withdrawn or otherwise abandoned; abandoned prior to such termination, and (C) within twelve (12) months following such termination of this Agreementtermination, the Company VBI consummates an Acquisition Proposal or enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) letter of intent is entered into by VBI with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For Proposal, VBI shall pay Seacoast the Termination Fee within five (5) Business Days after the date it becomes payable pursuant hereto, by wire transfer of immediately available funds; provided that for purposes of the foregoing, each reference to “25%” this Section 7.4(a) all references in the definition of “Acquisition Proposal” to “25%” shall be deemed to be a reference to “50%”. (iib) In the event that SBC terminates this Agreement is terminated by the Company pursuant to Section 9.1(e6.1(e)(iii), the Company VBI shall pay to Parent Seacoast the Termination Fee, Fee within two five (25) Business Days after demand by Parentthe date this Agreement is terminated, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) funds. In the event that VBI terminates this Agreement pursuant to Section 6.1(f), VBI shall pay to Seacoast the Termination Fee on the date this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parentterminated, by wire transfer of immediately available funds funds. (c) VBI and the Bank hereby acknowledges that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Seacoast would not enter into this Agreement. In the event that VBI fails to an account pay when due any amount payable under this Section 7.4, then (i) VBI shall reimburse Seacoast for all costs and expenses (including disbursements and reasonable fees of legal counsel) incurred in connection with the collection of such overdue amount, and (ii) VBI shall pay to Seacoast interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to five percent (5%) over the “prime rate” (as published in the “Money Rates” column in The Wall Street Journal or, if not published therein, in another national financial publication selected by Seacoast) in effect on the date such overdue amount was originally required to be paid. (d) Assuming VBI and the Bank are not in breach of their obligations under this Agreement, including Sections 4.5 and 4.12, then the payment of the Termination Fee shall fully discharge VBI and the Bank from and be the sole and exclusive remedy of Seacoast with respect to, any and all losses that may be suffered by Seacoast based upon, resulting from or accounts designated in writing by Parentrising out of the circumstances giving rise to such termination of this Agreement under Section 7.4(a) or 7.4(b). In no event shall VBI be required to pay the Termination Fee on more than one occasion.

Termination Fee. (a) If: (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in In the event that (Ai) an Acquisition Proposal involving GETCO shall have been communicated to or otherwise made known to the Holders, senior management or the Board of Directors of GETCO, or any person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal involving GETCO after the date of the Original Merger Agreement, (ii) thereafter this Agreement is terminated (A) by Parent Knight or the Company GETCO pursuant to Section 9.1(b9.1(c) (if the GETCO Holder Approval has not theretofore been obtained) or 9.1(h) or (B) by Knight pursuant to Section 9.1(d) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery willful breach of this Agreement by GETCO and (iii) prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within the date that is twelve (12) months following after the date of such termination of this Agreement, the Company GETCO enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to or consummates an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes Alternative Transaction, then GETCO shall on the date it enters into a definitive agreement pay Knight a fee equal to one-third of the foregoingTermination Fee and pay Knight a fee equal to two-thirds of the Termination Fee upon consummation of such Alternative Transaction (regardless of when such consummation occurs); provided that if an Alternative Transaction is consummated without entering into a definitive agreement, each reference to “25%” the entire Termination Fee shall be payable upon such consummation; provided, further, that for the purpose of clause (iii) above only, all references in the definition of Alternative Transaction to “Acquisition Proposalmore than twenty-five (25) percent” shall be deemed to be a reference instead refer to “more than fifty (50%) percent” and all references in the definition of Alternative Transaction to “at least seventy-five (75) percent” shall instead refer to “at least fifty (50) percent”.; (ii) In the event that this Agreement is terminated by the Company Knight pursuant to Section 9.1(e9.1(g), the Company then GETCO shall pay to Parent Knight the Termination Fee, within two (2) Business Days after demand by Parent, Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.on the date of termination; (iii) In the event that (i) an Acquisition Proposal involving Knight shall have been communicated to or otherwise made known to the stockholders, senior management or Board of Directors of Knight, or any person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal involving Knight after the date of the Original Merger Agreement, (ii) thereafter this Agreement is terminated (A) by Parent Knight or GETCO pursuant to Section 9.1(c) (if the Knight Stockholder Approval has not theretofore been obtained) or Section 9.1(f) or (B) by GETCO pursuant to Section 9.1(d) as result of a willful breach of this Agreement by Knight, and (iii) prior to the date that is twelve (12) months after the date of such termination Knight enters into a definitive agreement with respect to or consummates an Alternative Transaction, then Knight shall on the date it enters into a definitive agreement pay GETCO a fee equal to one-third of the Termination Fee and pay GETCO a fee equal to two-thirds of the Termination Fee upon consummation of such Alternative Transaction (regardless of when such consummation occurs); provided that if an Alternative Transaction is consummated without entering into a definitive agreement, the entire Termination Fee shall be payable upon such consummation; provided, further, that for the purpose of clause (iii) above only, all references in the definition of Alternative Transaction to “more than twenty-five (25) percent” shall instead refer to “more than fifty (50) percent” and all references in the definition of Alternative Transaction to “at least seventy-five (75) percent” shall instead refer to “at least fifty (50) percent”. (iv) In the event the Agreement is terminated by GETCO pursuant to Section 9.1(e), the Company then Knight shall pay to Parent GETCO the Termination Fee, within two (2) Business Days after demand by Parent, Fee by wire transfer of immediately available funds on the date of termination; (v) For the avoidance of doubt, in no event will either Knight or GETCO be obligated to an account or accounts designated in writing by Parent.pay more than one Termination Fee; and

Termination Fee. (i) The If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) (provided that if either Parent or the Company terminates this Agreement pursuant to Section 10.01(b)(iv) at a time when Parent would have been entitled to terminate this Agreement pursuant to Section 10.01(c)(i), this Agreement shall be deemed to have been terminated pursuant to Section 10.01(c)(i) for purposes of this Section 11.04) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay to Parent the Termination Fee, by wire transfer of in immediately available funds to an account or accounts designated $34,140,000 (the “Termination Fee”), in writing the case of a termination by Parent, within two (2) three Business Days after demand by Parentsuch termination and, in the event that case of a termination by the Company, prior to or concurrently with, and as a condition to, such termination. (ii) If (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b10.01(b)(i) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to or Section 9.1(b10.01(b)(iv), and (yB)(1) the condition with respect to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to under Section 9.1(b10.01(b)(i), except where after the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery date of this Agreement and prior to such termination of this Agreement, a bona fide an Acquisition Proposal shall have been publicly announced or and (2) with respect to termination under Section 10.01(b)(iv), after the date of this Agreement and prior to the Company Stockholder Meeting, an Acquisition Proposal shall have become been publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; announced to the Company’s stockholders and (C) within twelve (12) 12 months following the date of such termination of this Agreementtermination, the Company enters shall have entered into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal shall have been consummated (regardless of whether such Acquisition Proposal is consummated. For the same Acquisition Proposal referred to in clause (B) above) (provided that for purposes of the foregoingthis clause (C), each reference to “25%” in the definition of “Acquisition Proposal” Proposal shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), then the Company shall pay to Parent in immediately available funds, concurrently with the occurrence of the applicable event described in clause (C), the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. (a) Acquiror shall be entitled to a fee of $85,000,000 (the “Termination Fee”) upon the occurrence of any of the following events (each a “Termination Fee Event”) which shall be paid by Target within the time specified in respect of each such Termination Fee Event: (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company Acquiror pursuant to Section 9.1(b9.2(c)(i), 9.2(c)(iv), or Section 9.2(c)(vi) as a result of in which case the failure to satisfy termination fee shall be paid on the Minimum Condition prior to first Business Day following such termination termination; (provided, that (xii) the condition to the Offer set forth in clause (A) of Annex A The Agreement is satisfied at the time of such termination terminated by Target pursuant to Section 9.1(b9.2(d)(i), in which case the Termination Fee shall be paid concurrent with such termination; or (yiii) the condition to the Offer set forth in clause (C)(1) of Annex A The Agreement is satisfied at the time of such termination terminated by Acquiror pursuant to Section 9.1(b9.2(c)(iii) or Section 9.2(c)(v), except by either Party pursuant to Section 9.2(b)(i) or Section 9.2(b)(iii) or by Target pursuant to Section 9.2(d)(ii) (in circumstances where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right Acquiror would also be entitled to terminate this Agreement pursuant to Section 9.1(b9.2(c)(iii), Section 9.2(c)(v) is then available or Section 9.2(b)(iii)), but only if, in the case of this Section 9.4(a)(iii), prior to Parent); (B) following the execution and delivery earlier of the termination of this Agreement and prior to such termination or the holding of this Agreementthe Target Meeting, a bona fide an Acquisition Proposal shall have been made to Target, or the intention to make an Acquisition Proposal with respect to Target shall have been publicly announced by any Person (other than Acquiror or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; any of its affiliates) and (C) within twelve (12) months following the date of such termination termination: (A) an Acquisition Proposal is consummated by Target; or (B) Target and/or one or more of this Agreement, the Company its subsidiaries enters into a definitive agreement with any Person (other than Parent, Acquisition Subin respect of, or their Affiliates) with respect to the Target Board approves or recommends, an Acquisition Proposal and at any time thereafter (whether or an not within twelve months following the date of termination of this Agreement), such Acquisition Proposal is consummated. For purposes ; in which case an amount equal to the Termination Fee less the Termination Expenses actually paid to Acquiror, if any, shall be payable within two Business Days following the closing of the foregoing, each reference applicable transaction referred to “25%” in the definition of “Acquisition Proposal” therein; (b) The Termination Fee shall be deemed payable by Target to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, Acquiror by wire transfer of in immediately available funds to an account or accounts designated in writing specified by ParentAcquiror. (iiic) In Each of the event Parties acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. The Parties further acknowledge and agree that the Termination Fee is terminated a payment of liquidated damages which is a genuine pre-estimate of the damages which Acquiror will suffer or incur as a result of the cancellation and termination of all rights and obligations with respect to the indirect acquisition of Target by Parent pursuant Acquiror, that such payments are not for lost profits or a penalty, and that no Party shall take any position inconsistent with the foregoing. Target irrevocably waives any right it may have to Section 9.1(fraise as a defense that any such liquidated damages are excessive or punitive. Acquiror hereby acknowledges and agrees that, upon any termination of this Agreement under circumstances where Acquiror is entitled to the Termination Fee and such Termination Fee is paid in full to Acquiror, Acquiror shall be precluded from any other remedy against Target at law or in equity or otherwise (including, without limitation, an order for specific performance), and shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against Target or any of its subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates in connection with this Agreement or the Company transactions contemplated hereby. (d) Nothing in this Section 9.4 shall pay relieve or have the effect of relieving any Party in any way from liability for damages incurred or suffered by a Party as a result of an intentional or wilful breach of this Agreement. (e) Nothing in this Section 9.4 shall preclude a Party from seeking injunctive relief to Parent restrain any breach or threatened breach of the Termination Feecovenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any such covenants or agreements, within two (2) Business Days after demand by Parent, by wire transfer without the necessity of immediately available funds to an account posting bond or accounts designated security in writing by Parentconnection therewith.

Termination Fee. (ia) The Company If this Agreement is terminated pursuant to any of the following provisions, Receiver shall pay to Parent and Safety (in the Agreed Proportion) a fee in the aggregate equal to the Receiver Termination Fee, which Receiver Termination Fee shall be Parent’s and Safety’s sole remedy in respect of termination of this Agreement except in the case of any willful and material breach of this Agreement by Receiver: (i) Section 8.1(c)(ii), provided that within twelve months after the date of such termination, Receiver enters into a definitive agreement to consummate, or consummates, a Takeover Proposal with respect to Receiver; and provided, further, that, solely for purposes of this Section 8.3(a)(i), the term “Takeover Proposal” shall have the meaning ascribed thereto in Section 1.1, except that all references to 20% shall be changed to 50.1%; (ii) Section 8.1(c)(iii); (iii) Section 8.1(d)(iv); or (iv) except where Parent exercised the option set forth in the penultimate sentences of Section 5.5(c) or Section 5.5(d), Section 8.1(b)(iii), provided that after the date hereof and prior to the Receiver Stockholders Meeting, (x) a bona fide Takeover Proposal with respect to Receiver shall have been made to Receiver or publicly to its stockholders which has not been withdrawn prior to the Receiver Stockholders Meeting or (y) any Person shall have publicly announced its specific intention to make a bona fide Takeover Proposal with respect to Receiver, which shall not have been withdrawn prior to the Receiver Stockholders Meeting, and, in the case of (x) or (y), within twelve months after the date of such termination, Receiver enters into a definitive agreement to consummate, or consummates, a Takeover Proposal with respect to Receiver; and provided, further, that, solely for purposes of this Section 8.3(a)(iv), the term “Takeover Proposal” shall have the meaning ascribed thereto in Section 1.1, except that all references to 20% shall be changed to 50.1%. (b) If Receiver is required to pay a Receiver Termination Fee, such Receiver Termination Fee (i) shall be payable to each of Parent and Safety based on the Agreed Proportion and (ii) shall be payable immediately prior to, or concurrently with, termination of this Agreement in the event of termination by Receiver, and not later than one Business Day after the receipt by Receiver of a notice of termination from Parent in the event of termination by Parent, in each case by wire transfer of immediately available funds to the accounts designated by Parent (except that, (x) in the case of termination pursuant to Section 8.1(b)(iii), such payment shall be made on the date of the first to occur of the events referred to in the first proviso to Section 8.3(a)(iv), or (y) in the case of a termination pursuant to 8.1(c)(ii), such payment shall be made on the date of the first to occur of the events referred to in the first proviso to Section 8.3(a)(i)). (c) If this Agreement is terminated pursuant to any of the following provisions, Parent and Safety shall pay to Receiver (in the Agreed Proportion) a fee equal in the aggregate to the Safety Termination Fee, which Safety Termination Fee shall be Receiver’s sole remedy in respect of termination of this Agreement except in the case of any willful and material breach of this Agreement by Parent or Safety: (i) Section 8.1(d)(ii), provided, that within twelve months after the date of such termination, Safety enters into a definitive agreement to consummate, or consummates, a Takeover Proposal with respect to Safety; and provided, further, that, solely for purposes of this Section 8.3(c)(i), the term “Takeover Proposal” shall have the meaning ascribed thereto in Section 1.1, except that all references to 20% shall be changed to 50.1%; (ii) Section 8.1(d)(iii); (iii) Section 8.1(c)(iv); or (iv) Except where Receiver has exercised the option set forth in the penultimate sentences of Section 5.6(c) or Section 5.6(d), Section 8.1(b)(iv), provided that after the date hereof and prior to the Parent Shareholders Meeting, (x) a bona fide Takeover Proposal with respect to Safety shall have been made to Safety, Parent or Parent’s shareholders which has not been withdrawn prior to the Parent Shareholders Meeting or (y) any Person shall have publicly announced its specific intention to make a bona fide Takeover Proposal with respect to Safety which has not been withdrawn prior to the Parent Shareholders Meeting, and, in the case of (x) or (y), within twelve months after the date of such termination, Safety enters into a definitive agreement to consummate, or consummates, a Takeover Proposal with respect to Safety; and provided, further, that, solely for purposes of this Section 8.3(c)(iv), the term “Takeover Proposal” shall have the meaning ascribed thereto in Section 1.1, except that all references to 20% shall be changed to 50.1%; or (d) If Parent and Safety are required to pay Receiver a Safety Termination Fee, each shall pay its Agreed Portion of such Safety Termination Fee, immediately prior to, or concurrently with, termination of this Agreement in the event of termination by Parent, and not later than one Business Day after the receipt by Parent of a notice of termination from Receiver in the event of termination by Receiver, in each case by wire transfer of immediately available funds to an account or accounts designated in writing by ParentReceiver (except that, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) in the condition to the Offer set forth in clause (A) case of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b8.1(b)(iv), such payment shall be made on the date of the first to occur of the events referred to in the first proviso to Section 8.3(c)(iv), or (y) in the condition to the Offer set forth in clause (C)(1) case of Annex A is satisfied at the time of such a termination pursuant to Section 9.1(b8.1(d)(ii), except where such payment shall be made on the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf date of the Person who has made first to occur of the bona fide Acquisition Proposal events referred to in clause (B) below and (z) the right to terminate this Agreement pursuant first proviso to Section 9.1(b8.3(c)(i)). (e) Parent irrevocably and unconditionally guarantees to Receiver the due and punctual payment of Safety’s Agreed Proportion of the Safety Termination Fee (the “Safety Guaranteed Obligation”). Safety irrevocably and unconditionally guarantees to Receiver the due and punctual payment of Parent’s Agreed Proportion of the Safety Termination Fee (the “Parent Guaranteed Obligation”), and together with the Safety Guaranteed Obligation, the “Guaranteed Obligations”). This is then available a guaranty of full and punctual performance and payment and not merely a guaranty of collection. If the Safety Guaranteed Obligation is not punctually performed or paid when due the Parent shall immediately pay the Safety Guaranteed Obligation to Parent); Receiver. If the Parent Guaranteed Obligation is not punctually performed or paid when due Safety shall immediately pay the Parent guaranteed Obligation to Receiver. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid in full or such obligations are no longer payable under this Agreement. (Bf) following The parties each agree that the execution and delivery agreements contained in this Section 8.3 are an integral part of this Agreement and prior to such termination of the transaction contemplated by this Agreement, a bona fide Acquisition Proposal shall have been publicly announced and that, without these agreements, they would not enter into this Agreement; accordingly, if either Receiver, on the one hand, or shall have become publicly disclosed Parent on the other hand, fails promptly to pay any amounts due under this Section 8.3 and, in order to obtain such payment, Parent or Receiver commences a suit that results in a judgment against either case, shall not have been withdrawn Receiver or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Subas applicable, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoingfor such amounts, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company such judgment party shall pay interest on such amounts from the date payment of such amounts were due to Parent the Termination Feedate of actual payment at the base rate of Citibank, within two N.A. in effect on the date such payment was due, together with the costs and expenses (2including reasonable legal fees and expenses) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parentconnection with such suit. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Termination Fee. If this Agreement is terminated: (a) by Parent pursuant to Section 8.1(e); (b) pursuant to Section 8.1(d), and (i) The prior to the adoption of this Agreement by the Required Company Stockholder Vote, an Acquisition Proposal shall have been publicly disclosed, announced, commenced, submitted or made and not withdrawn, at least five Business Days prior to the date of the Company Stockholders’ Meeting, and (ii) by the first anniversary of such termination, either (A) the Company consummates a Specified Acquisition Transaction or (B) the Company enters into a definitive agreement relating to a Specified Acquisition Transaction and, following such first anniversary, the Specified Acquisition Transaction to which such definitive agreement relates (or any other Specified Acquisition Transaction among or involving the parties to such definitive agreement or any of such parties’ affiliates) is consummated; or (c) by the Company pursuant to Section 8.1(h); then the Company shall pay Parent a nonrefundable fee equal to $10,000,000 minus any amount actually previously paid by the Company to Parent the Termination Fee, by wire transfer of as reimbursement pursuant to Section 8.3. Such fee shall be paid in immediately available funds to an account or accounts designated in writing by Parent, within and shall be due and payable on the date that is (A) two (2) Business Days after demand by Parent, the date of termination in the event that (A) this Agreement is terminated of a termination by Parent or the Company pursuant to Section 9.1(b8.1(e), (B) as a result of the failure to satisfy the Minimum Condition on or prior to such termination (provided, that (x) the condition to date on which the Offer set forth applicable Specified Acquisition Transaction is consummated in clause (A) the event of Annex A is satisfied at the time of such a termination pursuant to Section 9.1(b8.1(d), or (yC) the condition prior to the Offer set forth in clause (C)(1) effectiveness of Annex A is satisfied at the time of such any termination pursuant to Section 9.1(b8.1(h), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide . “Specified Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal Transaction” shall have been publicly announced or shall have become publicly disclosed andthe same meaning as the term “Acquisition Transaction,” except that, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For solely for purposes of the foregoingdefinition of Specified Acquisition Transaction, each reference all references to “2515%” or “85%” in the definition of “Acquisition ProposalTransaction” shall be deemed to be a reference refer instead to “50%”. . If the Company fails to pay when due any amount payable under Section 8.3 or this Section 8.4, then (i) the Company shall reimburse Parent for all costs and expenses (including fees and disbursements of legal counsel) incurred in connection with the collection of such overdue amount and the enforcement by Parent of its rights under Section 8.3 or this Section 8.4, and (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent interest on such overdue amount (for the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer period commencing as of immediately available funds the date such overdue amount was originally required to an account or accounts designated in writing by Parent. (iii) In be paid and ending on the event that this Agreement date such overdue amount is terminated by Parent pursuant to Section 9.1(f), the Company shall pay actually paid to Parent in full) at a rate per annum equal to the Termination Fee, within two “prime rate” (2as announced by Bank of America or any successor thereto) Business Days after demand by Parent, by wire transfer of immediately available funds in effect on the date such amount was originally required to an account or accounts designated in writing by Parentbe paid.

Termination Fee. (a) In the event that (i) The Company an Acquisition Proposal with respect to XBKS shall have been communicated to or otherwise made known to the shareholders, senior management or Board of Directors of XBKS, or any person or entity shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to XBKS after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by XBKS or UBSH pursuant to Section 7.1(b) (unless the condition set forth in Section 6.1(b) has not been satisfied on or before March 31, 2018), (B) by UBSH pursuant to Section 7.1(d) or (C) by UBSH or XBKS pursuant to Section 7.1(f) and (iii) prior to the date that is twelve (12) months after the date of such termination XBKS enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then XBKS shall, on the earlier of the date it enters into such definitive agreement or the date of consummation of such transaction, pay UBSH a fee equal to Parent $26,500,000 (the “Termination Fee, ”) by wire transfer of immediately available funds to an the account or accounts designated in writing by Parent, within two UBSH. (2b) Business Days after demand by Parent, in In the event that (A) this Agreement is terminated by Parent or the Company UBSH pursuant to Section 9.1(b7.1(e) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination or by XBKS pursuant to Section 9.1(b7.1(j), (y) then XBKS shall, on the condition to the Offer set forth in clause (C)(1) date of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b)termination, except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent UBSH the Termination Fee, within two (2) Business Days after demand by Parent, Fee by wire transfer of immediately available funds to an the account or accounts designated in writing by ParentUBSH. (iiic) In the event that this Agreement is terminated by Parent XBKS pursuant to Section 9.1(f7.1(g) or by UBSH pursuant to Section 7.1(i), then UBSH shall, on the Company shall date of termination, pay to Parent XBKS the Termination Fee, within two (2) Business Days after demand by Parent, Fee by wire transfer of immediately available funds to an the account or accounts designated by XBKS. (d) Each of UBSH and XBKS acknowledges that the agreements contained in writing this Section 7.4 are an integral part of the transactions contemplated by Parentthis Agreement, and that, without these agreements, UBSH and XBKS, respectively, would not enter into this Agreement. Accordingly, if UBSH or XBKS, as applicable, fails promptly to pay the amount due pursuant to this Section 7.4, and, in order to obtain such payment, UBSH or XBKS, as applicable, commences a suit which results in a judgment against the other party for the fee set forth in this Section 7.4, UBSH or XBKS, as applicable, shall pay to the other party its fees and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at a rate per annum equal to the prime rate published in The Wall Street Journal on the date such payment was required to be made. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. (e) Notwithstanding anything to the contrary herein, but without limiting the right of any party to recover liabilities or damages arising out of the other party’s willful and material breach of any provision of this Agreement, in the event that this Agreement is terminated as provided in Section 7.1, the maximum aggregate amount of monetary fees, liabilities or damages payable by a single party under this Agreement shall be equal to the Termination Fee, and neither party shall be obligated to pay the Termination Fee on more than one occasion.

Termination Fee. (ia) The Company NAL shall pay to Parent the Termination FeeFNFG, by wire transfer of immediately available funds funds, $60,000,000 (the “Termination Fee”) as follows: (1) in the event that FNFG shall terminate this Agreement pursuant to an account Section 8.01(c)(1)(A) or accounts designated in writing by Parent(B), within two NAL shall pay to FNFG the Termination Fee no later than the second business day following such termination; or (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to FNFG shall terminate this Agreement pursuant to Section 9.1(b8.01(b) is then available or Section 8.01(c)(1)(C) or either of FNFG or NAL shall terminate this Agreement pursuant to ParentSection 8.01(d); , and (B) following at any time after the execution and delivery date of this Agreement and prior to such termination of this Agreementtermination, a bona fide Acquisition Proposal with respect to NAL shall have been publicly announced or shall have become publicly disclosed and, in either case, shall made public and not have been withdrawn or otherwise abandoned; , and (C) within twelve (12) months following the announcement of such termination Acquisition Proposal, NAL shall have breached any of its representations, warranties, covenants or agreements set forth in this Agreement, then NAL shall pay to FNFG the Company enters into Termination Fee (x) if such breach was other than one described in the succeeding clause (y) of this sentence, and only if an Acquisition Proposal with respect to NAL is consummated, or a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) is entered into by NAL with respect to an Acquisition Proposal or an with respect to NAL, within 15 months from the date of such termination, no later than the fifth business day after such Acquisition Proposal is consummated. For purposes , or (y) if such breach was a knowing, intentional, willful or material breach of Sections 6.01, 6.02(a), 6.03(a), 6.06(a), 6.08 or 6.10, on the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”second business day immediately following such termination. (iib) In the event that NAL shall terminate this Agreement is terminated by the Company pursuant to Section 9.1(e8.01(c)(2), the Company FNFG shall pay to Parent NAL the Termination Fee, within two (2) Business Days after demand by Parent, Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parentno later than the second business day following such termination. (iiic) NAL and FNFG acknowledge that the agreements contained in this Section 8.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither party would enter into this Agreement. The amounts payable by NAL and FNFG pursuant to Section 8.03(a) and (b) hereof constitute liquidated damages and not a penalty and shall be the sole monetary remedy of such party in the event of termination of this Agreement on the bases specified in such section. In the event that either party fails to pay when due any amounts payable under this Agreement is terminated by Parent pursuant to Section 9.1(f)8.03, then (1) such party shall reimburse the Company other party for all costs and expenses (including disbursements and reasonable fees of counsel) incurred in connection with the collection of such overdue amount, and (2) such party shall pay to Parent the Termination Fee, within two other party interest on such overdue amount (2for the period commencing as of the date that such overdue amount was originally required to be paid and ending on the date that such overdue amount is actually paid in full) Business Days after demand by Parent, by wire transfer of immediately available funds at a rate per annum equal to an account or accounts designated the prime rate published in writing by ParentThe Wall Street Journal on the date such payment was required to be made.

Termination Fee. In recognition of the efforts, expenses and other opportunities foregone by Buyer and Company while structuring and pursuing the Merger: (i) The Company shall pay to Parent the Termination Fee, Buyer by wire transfer of immediately available funds a termination fee equal to an account or accounts designated in writing by Parent, within two $44,145,000 (2the “Termination Fee”) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate Buyer terminates this Agreement pursuant to Section 9.1(b7.01(f)(i), in which case Company shall pay the Termination Fee as promptly as practicable (but in any event within three (3) is then available to ParentBusiness Days of termination); and (Bii) following Buyer shall pay to Company by wire transfer of immediately available funds a termination fee equal to the execution and delivery Termination Fee in the event Company terminates this Agreement pursuant to Section 7.01(f)(ii), in which case Buyer shall pay the Termination Fee as promptly as practicable (but in any event within three (3) Business Days of termination). (b) In the event that after the date of this Agreement and prior to such the termination of this Agreement, a bona fide Company Acquisition Proposal shall have been publicly announced communicated to or otherwise made known to the board of directors or senior management of Company or shall have become been made directly to its stockholders generally or any person shall have publicly disclosed andannounced (and not withdrawn at least two (2) Business Days prior to the Company Meeting) a Company Acquisition Proposal and (A) thereafter this Agreement is terminated by either Buyer or Company pursuant to Section 7.01(e) without the Requisite Company Stockholder Approval having been obtained or pursuant to Section 7.01(g)(i) or (B) thereafter this Agreement is terminated by Buyer pursuant to Section 7.01(c) or, in either caseSection 7.01(d), shall not have been withdrawn or otherwise abandoned; and (C) within prior to the date that is twelve (12) months following after the date of such termination of this Agreementtermination, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) consummates a transaction with respect to an a Company Acquisition Proposal (whether or an not the same Company Acquisition Proposal is consummated. For as that referred to above, then Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Buyer, by wire transfer of same day funds, a fee equal to the Termination Fee; provided, that for purposes of the foregoingthis Section 7.02(b), each reference to “25%” all references in the definition of Company Acquisition Proposal to “Acquisition Proposal20%” shall be deemed instead refer to be “50%.” (c) In the event that after the date of this Agreement and prior to the termination of this Agreement, a reference bona fide Buyer Acquisition Proposal shall have been communicated to or otherwise made known to the Board of Directors or senior management of Buyer or shall have been made directly to its shareholders generally or any person shall have publicly announced (and not withdrawn at least two (2) Business Days prior to the Buyer Meeting) a Buyer Acquisition Proposal and (A) thereafter this Agreement is terminated by either Company or Buyer pursuant to Section 7.01(e) without the Requisite Buyer Shareholder Approval having been obtained or pursuant to Section 7.01(g)(ii) or (B) thereafter this 82 Agreement is terminated by Company pursuant to Section 7.01(c) or 7.01(d), and (C) prior to the date that is twelve (12) months after the date of such termination, Buyer enters into a definitive agreement or consummates a transaction with respect to a Buyer Acquisition Proposal (whether or not the same Buyer Acquisition Proposal as that referred to above), then Buyer shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Company, by wire transfer of same day funds, a fee equal to the Termination Fee; provided, that for purposes of this Section 7.02(c), all references in the definition of Buyer Acquisition Proposal to “20%” shall instead refer to “50%”. (iid) In Company and Buyer each agree that the event agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Buyer would not enter into this Agreement; accordingly, if Company fails promptly to pay any amounts due under this Section 7.02 and, in order to obtain such payment, Buyer commences a suit that this Agreement is terminated by the results in a judgment against Company pursuant to Section 9.1(e)for such amounts, the Company shall pay interest on such amounts from the date payment of such amounts were due to Parent the date of actual payment at the rate of interest equal to the sum of (x) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication), designated therein as the prime rate on the date such payment was due, (y) plus 200 basis points, together with the costs and expenses of Buyer (including reasonable legal fees and expenses) in connection with the suit. The amounts payable by Company and Buyer pursuant to this Section 7.02, constitute liquidated damages and not a penalty, and, except in the case of fraud or a willful and material breach, shall be the sole monetary remedy of the other party in the event of a termination of this Agreement specified in this Section 7.02. (e) Notwithstanding anything to the contrary set forth in this Agreement, if Company pays or causes to be paid to Buyer or to Buyer Bank the Termination Fee, within two neither Company nor Company Bank (2or any successor in interest of Company or Company Bank) Business Days after demand by Parentnor any of their officers, by wire transfer of immediately available funds directors or affiliates will have any further obligations or liabilities to an account Buyer or accounts designated in writing by Parent. (iii) In the event that Buyer Bank with respect to this Agreement is terminated or the transactions contemplated by Parent pursuant this Agreement, and if Buyer pays or causes to Section 9.1(f), the be paid to Company shall pay or to Parent Company Bank the Termination Fee, within two (2) Business Days after demand neither Buyer nor Merger Sub nor Buyer Bank will have any further obligations or liabilities to Company or Company Bank with respect to this Agreement or the transactions contemplated by Parentthis Agreement, by wire transfer in each case except in the case of immediately available funds to an account fraud or accounts designated in writing by Parenta willful and material breach.

Termination Fee. (a) In the event that: (i) The Company an Acquisition Proposal shall pay have been made, proposed or communicated after the date hereof or any Person shall have publicly announced an intention to Parent the Termination Fee, by wire transfer of immediately available funds to make an account Acquisition Proposal (and such Acquisition Proposal or accounts designated in writing by Parent, within two (2) publicly announced intention shall not have been withdrawn without qualification at least ten Business Days after demand by Parentprior to termination of this Agreement), in the event that and (A) thereafter this Agreement is terminated by the Company or Parent pursuant to Section 10.1(a) or Section 10.1(b)(i), or by Parent pursuant to Section 10.1(e)(i), and (B) within twelve months of the date this Agreement is so terminated, the Company or any of its Subsidiaries either (1) consummates an Acquisition Proposal or (2) enters into any definitive agreement providing for, or the Company pursuant Board or the Company approves, or recommends to Section 9.1(b) as a result its stockholders, any Acquisition Proposal (in each case regardless of whether such Acquisition Proposal was made before or after termination of this Agreement); provided, however, that for purposes of the failure foregoing an Acquisition Proposal shall not be deemed to satisfy have been “publicly withdrawn” by any person if, within twelve months after any such termination, the Minimum Condition prior Company or any of its Subsidiaries enters into a definitive agreement providing for, or the Company Board or the Company approves, recommends to such termination (providedits stockholders or does not oppose, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought an Acquisition Proposal made by or on behalf of the Person who has made the bona fide such person or any of its Affiliates or any such Acquisition Proposal referred to in is consummated; and provided further that solely for purposes of clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this AgreementSection 10.3(a)(i), the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference references to “2515%” in the definition of “Acquisition Proposal” Proposal shall be deemed to be a reference references to “50%”.; (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e10.1(c)(ii), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.or (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f10.1(e)(ii); then, in any such event, the Company shall pay to as directed by Parent the Termination Fee, within two (2) Business Days after demand by Parent, Fee by wire transfer of immediately available same day funds (x) in the case of a termination referred to an account or accounts designated in writing by Parent.the foregoing clause (i), no later than two Business Days after the earlier of the entry into a Company

Termination Fee. (a) If, but only if, the Agreement is terminated: (i) The (A) by either the Company or Parent pursuant to Section 8.1(b)(iii) as a result of the failure to obtain the Company Stockholder Approval when the Parent Stockholder Approval shall have been obtained and the Company Board shall not have made a Company Adverse Recommendation Change, then the Company shall pay pay, or cause to be paid, to Parent Parent’s Expense Amount (by wire transfer of same day funds to an account designated by Parent) within two (2) Business Days of such termination or (B) by either the Company or Parent pursuant to Section 8.1(b)(iii) as a result of the failure to obtain the Parent Stockholder Approval when the Company Stockholder Approval shall have been obtained and the Parent Board shall not have made a Parent Adverse Recommendation Change, then Parent shall pay, or cause to be paid, to the Company the Company’s Expense Amount (by wire transfer of same day funds to an account designated by the Company) within two (2) Business Days of such termination; or (ii) (A) by either the Company or Parent pursuant to Section 8.1(b)(iii) as a result of the failure to obtain the Company Stockholder Approval when (x) the Parent Stockholder Approval shall have been obtained, and (y) the Company Board shall have made a Company Adverse Recommendation Change in circumstances not involving or relating to a Company Acquisition Proposal, then the Company shall pay, or cause to be paid, to Parent the Termination Fee and, solely to the extent not previously paid pursuant to Section 8.3(a)(i), Parent’s Expense Amount (in each case by wire transfer of same day funds to an account designated by Parent) within two (2) Business Days of such termination, or (B) by either the Company or Parent pursuant to Section 8.1(b)(iii) as a result of the failure to obtain the Parent Stockholder Approval when (x) the Company Stockholder Approval shall have been obtained, and (y) the Parent Board shall have made a Parent Adverse Recommendation Change, then Parent shall pay, or cause to be paid, to the Company the Termination Fee and, solely to the extent not previously paid pursuant to Section 8.3(a)(i), the Company’s Expense Amount (in each case by wire transfer of same day funds to an account designated by the Company) within two (2) Business Days of such termination; or (iii) (A) by the Company pursuant to Section 8.1(c)(i), Parent shall pay, or cause to be paid, to the Company the Company’s Expense Amount (by wire transfer to an account designated by the Company) within two (2) Business Days of such termination, or (B) by Parent pursuant to Section 8.1(d)(i), the Company shall pay, or cause to be paid, to Parent the Parent’s Expense Amount (by wire transfer to an account designated by Parent) within two (2) Business Days of such termination; or (iv) by the Company pursuant to Section 8.1(c)(ii) or by Parent pursuant to Section 8.1(d)(ii)(y), then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Parent’s Expense Amount, by wire transfer of same day funds to an account designated by Parent, within two (2) Business Days of such termination. (v) (A) by the Company pursuant to Section 8.1(c)(iii), Parent shall pay, or cause to be paid, to the Company the Company’s Expense Amount (by wire transfer to an account designated by the Company) within two (2) Business Days of such termination, or (B) by Parent pursuant to Section 8.1(d)(ii)(x), the Company shall pay, or cause to be paid, to Parent Parent’s Expense Amount (by wire transfer to an account designated by Parent) within two (2) Business Days of such termination; or (vi) (A) by either the Company or Parent pursuant to (x) Section 8.1(b)(i) or (y) Section 8.1(b)(iii), as a result of the failure to obtain the Company Stockholder Approval, and (B) the Company (x) receives or has received a Company Acquisition Proposal after the date of this Agreement, which proposal has been publicly announced and has not been withdrawn either (I) at or prior to the time of the Company Stockholder Meeting (with respect to a termination under Section 8.1(b)(iii)) or (II) otherwise prior to the termination of this Agreement (including if there has been no Company Stockholder Meeting), and (y) within twelve (12) months after the termination of this Agreement, consummates a transaction regarding, or executes a definitive agreement which is later consummated with respect to, any Company Acquisition Proposal, then the Company shall pay, or cause to be paid, to Parent the Termination Fee plus, if not previously paid pursuant to Section 8.3(a)(i), Parent’s Expense Amount, by wire transfer of same day funds to an account designated by Parent, not later than the second Business Day following the date of the consummation of such transaction arising from any such Company Acquisition Proposal; or (vii) (A) by Parent pursuant to (x) Section 8.1(d)(i) or (y) Section 8.1(d)(ii)(x), and (B) the Company (x) receives or has received a Company Acquisition Proposal after the date of this Agreement, which proposal has been publicly announced and has not been withdrawn prior to the termination of this Agreement (and/or, solely in the case of a termination by Parent under Section 8.1(d)(i), that was otherwise communicated to the Board during such period whether or not publicly disclosed), and (y) within twelve (12) months after the termination of this Agreement, consummates a transaction regarding, or executes a definitive agreement which is later consummated with respect to, any Company Acquisition Proposal, then the Company shall pay, or cause to be paid, to Parent the Termination Fee, by wire transfer of immediately available same day funds to an account or accounts designated in writing by Parent, within two not later than the second Business Day following the date of the consummation of such transaction arising from such Company Acquisition Proposal (2) Business Days after demand it being understood that Parent’s Expense Amount shall have already been paid by Parent, in the event that (A) this Agreement is terminated by Company to Parent or the Company pursuant to Section 9.1(b8.3(a)(iii) or Section 8.3(a)(v), as a result of the failure to satisfy the Minimum Condition prior to such termination applicable). (provided, that (xb) the condition Notwithstanding anything to the Offer contrary set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the parties agree that: (i) under no circumstances shall the Company enters into a definitive agreement with any Person or Parent be required to pay the Termination Fee earlier than one (other than Parent, Acquisition Sub, or their Affiliates1) with respect full Business Day after receipt of appropriate wire transfer instructions from the party entitled to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”.payment; and (ii) In under no circumstances shall either the event Company or Parent be required to pay either the Termination Fee or the other party’s Expense Amount on more than one occasion. (c) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company or Parent, as the case may be, in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company or Parent, as the case may be, fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, either the Company or Parent, as the case may be, commences a suit that results in a judgment against the other party for the payment of any amount set forth in this Section 8.3, such paying party shall pay the other party its costs and Expenses in connection with such suit, together with interest on such amount at the annual rate of ten percent (10%) for the period from the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is terminated the maximum permitted by applicable Law. (d) If the Company is required to pay Parent a Termination Payment, such Termination Payment shall be paid into escrow on the date such payment is required to be paid by the Company pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, this Agreement by wire transfer of immediately available funds to an escrow account or accounts designated in writing by Parent. (iii) accordance with this Section 8.3(d). In the event that this Agreement the Company is terminated obligated to pay Parent a Termination Payment, the amount payable to Parent in any tax year of Parent shall not exceed the lesser of (i) the Termination Payment, and (ii) the sum of (A) the maximum amount that can be paid to Parent without causing such party to fail to meet the requirements of Section 856(c)(2) and (3) of the Code for the relevant tax year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2) or 856(c)(3) of the Code (“Qualifying Income”), and Parent has income from unknown sources during such year in an amount equal to 1% of its gross income which is not Qualifying Income (in addition to any known or anticipated income which is not Qualifying Income), in each case as determined by Parent’s independent accountants, plus (B) in the event Parent receives either (x) a letter from Parent’s counsel indicating that Parent has received a ruling from the IRS as described in Section 8.3(e) or (y) an opinion from its outside counsel as described in Section 8.3(e), an amount equal to the excess of the Termination Payment less the amount payable under clause (A) above. (e) To secure the Company’s obligation to pay any amounts payable pursuant to Section 9.1(f8.3(d), the Company shall deposit into escrow an amount in cash equal to the Termination Payment with an escrow agent selected by the Company on such terms (subject to this Section 8.3) as shall be mutually agreed upon by the Company, Parent and the escrow agent. The payment or deposit into escrow of the Termination Payment pursuant to this Section 8.3(e) shall be made at the time the Company is obligated to pay Parent such amount pursuant to Section 8.3 by wire transfer. The escrow agreement shall provide that the Termination Payment in escrow or any portion thereof shall not be released to Parent unless the escrow agent receives any one or combination of the following: (i) a letter from Parent’s independent accountants indicating the maximum amount that can be paid by the escrow agent to Parent without causing such party to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income and Parent has income from unknown sources during such year in an amount equal to 1% of its gross income which is not Qualifying Income (in addition to any known or anticipated income which is not Qualifying Income), in which case the escrow agent shall release such amount to the receiving party, or (ii) a letter from Parent’s counsel indicating that (A) Parent received a ruling from the IRS holding that the receipt by such party of the Termination FeePayment would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code or (B) Parent’s outside counsel has rendered a legal opinion to the effect that the receipt by such party of the Termination Payment should either constitute Qualifying Income should be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code, within two in which case the escrow agent shall release the remainder of the Termination Payment to Parent. The Company agrees to amend this Section 8.3 at the reasonable request of Parent in order to (2i) Business Days after demand by maximize the portion of the Termination Payment that may be distributed to Parent hereunder without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, (ii) improve Parent’s chances of securing a favorable ruling described in this Section 8.3 or (iii) assist Parent in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.3. Any amount of the Termination Payment that remains unpaid as of the end of a taxable year shall be paid as soon as possible during the following taxable year, by wire transfer subject to the foregoing limitations of immediately available funds this Section 8.3, provided, however, that the obligation of the Company to an account or accounts designated pay the unpaid portion of the Termination Payment shall terminate on the December 31 following the date which is five (5) years from the date of this Agreement. Any payment due to Parent described in writing by Parent(c) shall be subject to the same limitations on payment as set forth in this Section 8.3(e).